0001852244-24-000007 | 10-K | XBRL Viewer

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Debt and Financing Arrangements - Narrative (Details)		3 Months Ended	12 Months Ended
Debt and Financing Arrangements - Narrative (Details)	May 25, 2022	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 GBP (£)
Debt Instrument [Line Items]
Face amount					$ 800,000,000
Prepayment of loans			$ 140,000,000	$ 82,000,000	$ 47,000,000
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		£ 45,000,000
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 due 2027 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount				$ 500,000,000
Debt term (in years)	5 years		5 years	5 years
Interest rate (as a percent)			6.71%
Delayed Draw Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Prepayment of loans		$ 115,000,000
Two-Year Term Loan due 2024 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount				$ 165,000,000
Debt term (in years)			2 years	2 years
Prepayment of loans				$ 50,000,000
Interest rate (as a percent)			0.00%
Three-Year Term Loan due 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount				$ 235,000,000
Debt term (in years)			3 years	3 years
Interest rate (as a percent)			6.58%
Unsecured notes due 2026 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount					$ 400,000,000
Interest rate (as a percent)			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%

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
United Kingdom	$	3,664	$	3,293	$	2,634
United States	2,909		2,861		2,469
Netherlands	831		699		651
France	830		729		734
Spain	529		488		479
Italy	382		331		339
Other	633		592		634
Total	$	9,778	$	8,993	$	7,940

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)	2023		2022		2021
Omnichannel retail	$	4,100	$	3,649	$	3,116
Technology and consumer electronics	1,467		1,337		1,075
Food and beverage	1,331		1,327		1,328
Industrial and manufacturing	1,078		1,076		994
Consumer packaged goods	1,027		915		832
Other	775		689		595
Total	$	9,778	$	8,993	$	7,940

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

Contract Balances


	Year Ended December 31,
(In millions)	2023		2022
Contract assets included in:
Other current assets	$	21	$	25
Other long-term assets	160		165
Total contract assets	$	181	$	190
Contract liabilities included in:
Other current liabilities	$	210	$	154
Other long-term liabilities	115		134
Total contract liabilities	$	325	$	288

Revenue recognized included the following:


	Year Ended December 31,
(In millions)	2023		2022
Amounts included in the beginning of year contract liability balance	$	122	$	93

Revenue Recognition

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
United Kingdom	$	3,664	$	3,293	$	2,634
United States	2,909		2,861		2,469
Netherlands	831		699		651
France	830		729		734
Spain	529		488		479
Italy	382		331		339
Other	633		592		634
Total	$	9,778	$	8,993	$	7,940

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)	2023		2022		2021
Omnichannel retail	$	4,100	$	3,649	$	3,116
Technology and consumer electronics	1,467		1,337		1,075
Food and beverage	1,331		1,327		1,328
Industrial and manufacturing	1,078		1,076		994
Consumer packaged goods	1,027		915		832
Other	775		689		595
Total	$	9,778	$	8,993	$	7,940

Contract Balances


	Year Ended December 31,
(In millions)	2023		2022
Contract assets included in:
Other current assets	$	21	$	25
Other long-term assets	160		165
Total contract assets	$	181	$	190
Contract liabilities included in:
Other current liabilities	$	210	$	154
Other long-term liabilities	115		134
Total contract liabilities	$	325	$	288

Revenue recognized included the following:


	Year Ended December 31,
(In millions)	2023		2022
Amounts included in the beginning of year contract liability balance	$	122	$	93

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, 2023, the fixed consideration component of the Company’s remaining performance obligations was approximately $3.3 billion, and the Company expects to recognize approximately 74% 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.

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+ Details

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease, weighted average remaining lease term	5 years 7 months 6 days	5 years 10 months 24 days
Finance lease, weighted average remaining lease term	11 years 8 months 12 days	10 years 4 months 24 days
Operating lease, weighted average discount rate percent	4.60%	4.00%
Finance lease, weighted average discount rate percent	4.40%	3.40%

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2023	Feb. 12, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 7.3
Entity Common Stock, Shares Outstanding		119,262,270
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 2024 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	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$ 79	$ 71
Accrued expenses	84	54
Other	17	15
Gross deferred tax assets	180	140
Valuation allowances	(50)	(44)
Total deferred tax assets, net of valuation allowance	130	96
Deferred tax liabilities
Intangible assets	(105)	(128)
Property and equipment	(78)	(70)
Pension and other retirement obligations	(6)	(1)
Other	(8)	(14)
Gross deferred tax liabilities	(197)	(213)
Net deferred tax liability	$ (67)	$ (117)

Organization (Details)		12 Months Ended
Organization (Details)	Jul. 23, 2021	Dec. 31, 2023 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

- 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.

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+ Details

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating leases:
Operating lease assets	$ 2,201	$ 2,227
Current operating lease liabilities	597	560
Long-term operating lease liabilities	1,842	1,853
Total operating lease liabilities	2,439	2,413
Finance leases:
Property and equipment, net	$ 107	$ 123
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net of accumulated depreciation of $1,545 and $1,297	Property and equipment, net of accumulated depreciation of $1,545 and $1,297
Current debt	$ 26	$ 35
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Less: Current debt	Less: Current debt
Long-term debt	$ 90	$ 97
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Total finance lease liabilities	$ 116	$ 132

Restructuring Charges and Other - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs and other	$ 32	$ 32	$ 4
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs and other	21
Facility Closing
Restructuring Cost and Reserve [Line Items]
Restructuring costs and other	$ 11

- 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

Debt and Financing Arrangements - Trade Receivables Sold (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Factoring program
Receivables sold in period	$ 1,110	$ 992	$ 450
Cash consideration	1,103	988	449
Securitization program
Receivables sold in period	0	0	1,850
Cash consideration	0	0	1,850
Net cash provided by (used in) operating cash flows	$ 21	$ 35	$ (5)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
U.S.	$	97	$	105	$	(25)
Foreign	169		159		178
Income before income taxes	$	266	$	264	$	153

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) are presented in the following table:


	Year Ended December 31,
(In millions)	2023		2022		2021
Current:
U.S. federal	$	24	$	40	$	12
U.S state and local	7		2		2
Foreign	43		29		26
Total current income tax expense	$	74	$	71	$	40
Deferred:
U.S. federal	$	(3)	$	(9)	$	(13)
U.S state and local	(2)		(3)		(12)
Foreign	(36)		5		(23)
Total deferred income tax benefit	$	(41)	$	(7)	$	(48)
Total income tax expense (benefit)	$	33	$	64	$	(8)

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) is presented in the following table:


	Year Ended December 31,
(In millions)	2023		2022		2021
Tax expense at U.S. federal statutory tax rate	$	56	$	55	$	32
State taxes, net of U.S. federal benefit	3		(1)		(8)
Foreign rate differential	(14)		(10)		(2)
Foreign operations (1)	4		11		5
Contribution- and margin-based taxes	5		5		4
Valuation allowances	(4)		(3)		1

Stock-based compensation	1		(1)		1
Intangible assets (2)	(17)		—		(42)
Transaction costs	—		5		—
Other	(1)		3		1
Total income tax expense (benefit)	$	33	$	64	$	(8)

(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) In 2023 and 2021, the Company recorded an income tax benefit related to the rights to use trade names, trademarks and other intellectual property.

Schedule of the Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities are presented in the following table:


	December 31,
(In millions)	2023		2022
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	79	$	71
Accrued expenses	84		54

Other	17		15
Gross deferred tax assets	180		140
Valuation allowances	(50)		(44)
Total deferred tax assets, net of valuation allowance	130		96
Deferred tax liabilities
Intangible assets	(105)		(128)
Property and equipment	(78)		(70)
Pension and other retirement obligations	(6)		(1)
Other	(8)		(14)
Gross deferred tax liabilities	(197)		(213)
Net deferred tax liability	$	(67)	$	(117)

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)	2023		2022
Other long-term assets	$	74	$	43
Other long-term liabilities	(141)		(160)
Net deferred tax liability	$	(67)	$	(117)

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)	2023		2022
Federal net operating losses for all U.S. operations	2033	$	32	$	17
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2024	2		2
Federal tax credit carryforwards	Various times starting in 2032	4		5
State tax credit carryforwards	Various times starting in 2024	7		6
Foreign net operating losses available to offset future taxable income	Various times starting in 2024	252		235

(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	Ending Balance
2023 (1)	$	44	16	(10)	$	50
2022	$	45	3	(4)	$	44
2021 (2)	$	73	1	(29)	$	45

(1) In 2023, due to the PFS Acquisition, the Company acquired $8 million of valuation allowances.

(2) In 2021, due to the Separation, the Company released $29 million of valuation allowances as the corresponding tax attributes reported by the Company on a combined basis were not transferred to the Company.

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)	2023		2022		2021
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)


Gross unrecognized tax benefits	$	4	$	3	$	3
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	4	$	3	$	3

Fair Value Measurements and Financial Instruments - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 31, 2024	Oct. 31, 2023
Foreign currency forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Contract expiration period (in months)	12 months
Interest rate swaps \| Net Investment Hedges \| Subsequent Event
Derivative Instruments, Gain (Loss) [Line Items]
Notional		$ 125,000,000
Derivative Period One \| Net Investment Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional			$ 115,000,000
Derivative Period Two \| Net Investment Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional			235,000,000
Derivative Period Three \| Net Investment Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional			$ 313,000,000

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

5. Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2023 and 2022.


(In millions)
Balance as of December 31, 2021	$	2,017
Acquisition	796
Impact of foreign exchange translation (1)	(85)
Balance as of December 31, 2022	2,728
Acquisitions (2)	120
Impact of foreign exchange translation (1)	43
Balance as of December 31, 2023	$	2,891

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

(2) Includes $44 million adjustment from the finalization of the purchase price allocation for the Clipper Acquisition.

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

Stock-Based Compensation - Summarizes stock-based compensation expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 35	$ 33	$ 28
Tax expense (benefit) on stock-based compensation	1	(1)	1
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	22	21	20
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	8	7	5
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 5	$ 5	$ 3

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)(1)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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 7: http://www.xbrl.org/2003/role/disclosureRef
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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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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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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

8. Leases

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


	December 31,
(In millions)	2023		2022
Operating leases:
Operating lease assets	$	2,201	$	2,227

Current operating lease liabilities	$	597	$	560
Long-term operating lease liabilities	1,842		1,853
Total operating lease liabilities	$	2,439	$	2,413

Finance leases:


Property and equipment, net	$	107	$	123

Current debt	$	26	$	35
Long-term debt	90		97
Total finance lease liabilities	$	116	$	132

Supplemental weighted-average information for leases was as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term
Operating leases	5.6 years		5.9 years
Finance leases	11.7 years		10.4 years
Weighted-average discount rate
Operating leases	4.6	%	4.0	%
Finance leases	4.4	%	3.4	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Operating leases:
Operating lease cost	$	751	$	697	$	657
Short-term lease cost	225		118		80
Variable lease cost	129		106		75
Total operating lease cost (1)	$	1,105	$	921	$	812
Finance leases:
Amortization of leased assets	$	30	$	30	$	32
Interest expense on lease liabilities	5		5		6
Total finance lease cost	$	35	$	35	$	38
Total operating and finance lease cost	$	1,140	$	956	$	850

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

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	696	$	576	$	578
Operating cash flows for finance leases	5		5		6
Financing cash flows for finance leases	29		33		25
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $52, $233, and $281 from an acquisition in 2023, 2022 and 2021 respectively	$	568	$	1,154	$	932
Finance leases, including $1, $16, and $23 from an acquisition in 2023, 2022 and 2021 respectively	10		20		39

Maturities of lease liabilities as of December 31, 2023 were as follows:


(In millions)	Finance Leases		Operating Leases
2024	$	30	$	692
2025	24		577
2026	15		451
2027	12		339
2028	10		226
Thereafter	64		506
Total lease payments	155		2,791
Less: Interest	(39)		(352)
Present value of lease liabilities	$	116	$	2,439

As of December 31, 2023, the Company does not have any material leases that have been signed but have yet to commence.

Leases

8. Leases

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


	December 31,
(In millions)	2023		2022
Operating leases:
Operating lease assets	$	2,201	$	2,227

Current operating lease liabilities	$	597	$	560
Long-term operating lease liabilities	1,842		1,853
Total operating lease liabilities	$	2,439	$	2,413

Finance leases:


Property and equipment, net	$	107	$	123

Current debt	$	26	$	35
Long-term debt	90		97
Total finance lease liabilities	$	116	$	132

Supplemental weighted-average information for leases was as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term
Operating leases	5.6 years		5.9 years
Finance leases	11.7 years		10.4 years
Weighted-average discount rate
Operating leases	4.6	%	4.0	%
Finance leases	4.4	%	3.4	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Operating leases:
Operating lease cost	$	751	$	697	$	657
Short-term lease cost	225		118		80
Variable lease cost	129		106		75
Total operating lease cost (1)	$	1,105	$	921	$	812
Finance leases:
Amortization of leased assets	$	30	$	30	$	32
Interest expense on lease liabilities	5		5		6
Total finance lease cost	$	35	$	35	$	38
Total operating and finance lease cost	$	1,140	$	956	$	850

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

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	696	$	576	$	578
Operating cash flows for finance leases	5		5		6
Financing cash flows for finance leases	29		33		25
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $52, $233, and $281 from an acquisition in 2023, 2022 and 2021 respectively	$	568	$	1,154	$	932
Finance leases, including $1, $16, and $23 from an acquisition in 2023, 2022 and 2021 respectively	10		20		39

Maturities of lease liabilities as of December 31, 2023 were as follows:


(In millions)	Finance Leases		Operating Leases
2024	$	30	$	692
2025	24		577
2026	15		451
2027	12		339
2028	10		226
Thereafter	64		506
Total lease payments	155		2,791
Less: Interest	(39)		(352)
Present value of lease liabilities	$	116	$	2,439

As of December 31, 2023, the Company does not have any material leases that have been signed but have yet to commence.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Before 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 before the Separation are now also referred to as “Consolidated Financial Statements” and have been prepared under the U.S. generally accepted accounting principles (“GAAP”).

Before 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.

Before 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, defined benefit plans, 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.

Significant Accounting Policies

Cash, Restricted 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. Restricted cash is included within Other long-term assets on the Consolidated Balance sheets and consists primarily of cash that collateralizes certain operating obligations.

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 roll forward of the allowance for doubtful accounts was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Beginning balance	$	12	$	13	$	18
Provisions charged to expense	10		5		4
Write-offs, less recoveries, and other adjustments	(11)		(6)		(9)
Ending balance	$	11	$	12	$	13

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 property and equipment acquired in a business combination, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expenses as incurred.

For internally developed computer software, 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 the 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. Certain lease agreements include rental payments based on changes in the consumer price index (“CPI”). Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and are excluded from the measurement of the right-of-use asset and lease liability. These payments are recognized in the period in which the related obligation is incurred.

Lease agreements may contain rent escalation clauses, renewal or termination options, rent holidays or certain landlord incentives, including tenant improvement allowances. Lease expense is recognized on a straight-line basis over the non-cancelable lease term and renewal periods that are considered reasonably certain. 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.

Long-lived assets geographic information

The Company’s long-lived assets for this disclosure is defined as Property and equipment, net of accumulated depreciation, and operating lease assets. The Company’s long-lived assets by geographic region were as follows:


	December 31,
(In millions)	2023		2022
United States	$	1,545	$	1,532
United Kingdom	772		834
Other	837		821
Total	$	3,154	$	3,187

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.

The Company performed its annual goodwill impairment test on November 1. 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, 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. The determination of discounted cash flows used in the income approach 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, trade names, trademarks, and developed technology which are amortized on a straight-line basis or over the period the economic benefits 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.

Segment Reporting

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

Revenue Recognition

The Company generates revenue by providing logistics 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 warehouse, 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 and Liabilities

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 assets 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 represent the Company’s obligation to transfer services to a customer for which the Company has received consideration or the amount that 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. 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 (“RSU”) 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 awards subject to market-based vesting conditions (“PSU”), the Company determines the fair value based on a Monte Carlo simulation model. The Company accounts for forfeitures as they occur.

Earnings per Share

Basic earnings per share (“EPS”) is based upon net earnings available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is 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. For the years ended December 31, 2023, 2022 and 2021, the number of common shares excluded from diluted shares outstanding was 1.5 million, 2.0 million and 0.1 million, respectively, because the effect of including those common shares in the calculation would have been anti-dilutive.

On August 2, 2021, the date of the Separation, 114.6 million shares of the Company’s common stock were distributed to XPO stockholders. These 114.6 million shares have been utilized for the calculation of basic and diluted earnings per share for all periods prior to the date of the Separation as no shares of common stock or equity-based awards of the Company were outstanding before that date.

Defined Benefit Plans

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 Company determines the net periodic benefit cost of the plans 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 plan as the difference between the projected benefit obligation and the fair value of the plan assets.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCIL 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 and foreign taxing jurisdictions. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years. The Company recognizes tax benefits from uncertain tax positions only if based on the technical merits of the position it is more likely than not that the tax positions will be sustained 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 AOCIL 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.

Adoption of New Accounting Standards

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.

Accounting Pronouncements Issued But Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for expanded disclosures primarily related to income taxes paid and the rate reconciliation. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements.

Restructuring Charges and Other

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Charges and Other

15. Restructuring Charges and Other

Restructuring costs and other primarily related to severance, including projects to optimize the Company’s finance, human resources and information technology functions, and closing certain corporate and administrative offices, which were not associated with customer attrition.

For the year ended December 31, 2023, Restructuring costs and other totaled $32 million, including $21 million

related to severance and $11 million primarily related to closing certain corporate and administrative offices.

The following table summarizes changes in the restructuring liability, which is included within Other current liabilities in the Consolidated Balance Sheets.


(In millions)	Severance		Other		Total
Balance as of December 31, 2022	$	13	$	—	$	13
Charges incurred (1)	21		11		32
Payments	(27)		—		(27)
Non-cash reductions	—		(11)		(11)
Balance as of December 31, 2023	$	7	$	—	$	7

The remaining severance liability at December 31, 2023, is expected to be substantially paid within 12 months.

Income Taxes - Income (Loss) before Taxes Related to the Company’s Domestic and Foreign Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ 97	$ 105	$ (25)
Foreign	169	159	178
Income before income taxes	$ 266	$ 264	$ 153

- 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
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 71	$ 68	$ 61

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Schedule of Changes in Projected Benefit Obligations

The change in the projected benefit obligation was as follows:


	December 31,
(In millions)	2023		2022
Projected benefit obligation at beginning of year	$	788	$	1,400
Interest cost	40		21
Actuarial (gain) loss (1)	9		(442)
Benefits paid	(48)		(52)
Foreign currency exchange rate changes	41		(139)
Projected benefit obligation at end of year	$	830	$	788

Schedule of Changes in Fair Value of Plan Assets

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


	December 31,
(In millions)	2023		2022
Fair value of plan assets at beginning of year	$	826	$	1,460
Actual return on plan assets	60		(438)
Employer contributions	1		1
Benefits paid	(48)		(52)
Foreign currency exchange rate changes	44		(145)
Fair value of plan assets at end of year	$	883	$	826
Funded status of the plan assets at end of year (1)	$	53	$	38

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

Schedule of Funded Status Recognized in the Consolidated Balance Sheets

The amounts included in AOCIL that have not yet been recognized in net periodic benefit were as follows:


	December 31,
(In millions)	2023		2022
Net actuarial loss	$	(156)	$	(151)
Prior-service credit	14		14
Net loss recognized in AOCIL	$	(142)	$	(137)

Schedule of Projected Benefit Obligations

The components of net benefit cost recognized were as follows:


	Year Ended December 31,
(In millions)	2023		2022
Interest cost component	$	(40)	$	(21)
Expected return on plan assets for the period	50		54
Amortization of prior-service credit	1		—
Amortization of net loss	(3)		—
Net benefit credit recognized (1)	$	8	$	33

(1) Net benefit credit 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)	2023		2022
Net gain (loss)	$	1	$	(51)
Amortization prior-service credit and net loss	2		—
Other comprehensive income (loss)	$	3	$	(51)

Schedule of 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,
	2023		2022
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	4.77	%	5.03	%
Rate of compensation increase (1)	—	%	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	5.03	%	1.82	%
Rate of compensation increase (1)	—	%	—	%
Expected long-term rate of return on plan assets	6.10	%	4.13	%

(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	2023		2022
Cash and cash equivalents	Level 1	$	11	$	59
Fixed income securities	Level 1	21		—
Money Market	Level 2	18		—
Equities	Level 2	134		—
Fixed income securities	Level 2	890		572
Derivatives	Level 2	—		(137)
Other (1)	Level 2	(266)		—
Total assets in fair value hierarchy		$	808	$	494
Private Markets (2)		75		—
Commingled funds (2)		—		332

Investments, at fair value		$	883	$	826

(1) Represents repurchase agreements in the UK. Represent the plans’ short-term borrowing to hedge against interest rate and inflation risks. The plans have an obligation to return the cash after the term of the agreements. Due to the short-term nature of the agreements, the outstanding balance of the obligation approximates fair value.

(2) Investments that are measured using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The 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.

Schedule of Expected benefit payments

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)	2024		2025		2026		2027		2028		2029-2034
Expected payments	$	49	$	49	$	53	$	55	$	55	$	279

Debt and Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions		12 Months Ended
	May 25, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt		$ 1,647	$ 1,806
Less: Current debt		27	67
Total Long-term debt		1,620	1,739
Finance leases and other debt
Debt Instrument [Line Items]
Total debt		$ 118	164
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		$ 2	3
Unsecured Debt \| Unsecured notes due 2026 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt		$ 398	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	3
Unsecured Debt \| Unsecured notes due 2031 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt		$ 397	$ 397
Unsecured Debt \| Two-Year Term Loan due 2024
Debt Instrument [Line Items]
Interest rate (as a percent)		0.00%
Debt term (in years)		2 years	2 years
Unsecured Debt \| Two-Year Term Loan due 2024 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt		$ 0	$ 115
Unsecured Debt \| Three-Year Term Loan due 2025
Debt Instrument [Line Items]
Interest rate (as a percent)		6.58%
Debt term (in years)		3 years	3 years
Unamortized discount (premium) and debt issuance costs, net			$ 1
Unsecured Debt \| Three-Year Term Loan due 2025 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt		$ 235	$ 234
Unsecured Debt \| Five-Year Term Loan due 2027
Debt Instrument [Line Items]
Interest rate (as a percent)		6.71%
Debt term (in years)	5 years	5 years	5 years
Unamortized discount (premium) and debt issuance costs, net		$ 1	$ 1
Unsecured Debt \| Five-Year Term Loan due 2027 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt		$ 499	$ 499

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 468	$ 495
Accounts receivable, net of allowance of $11 and $12	1,753	1,647
Other current assets	347	286
Total current assets	2,568	2,428
Long-term assets
Property and equipment, net of accumulated depreciation of $1,545 and $1,297	953	960
Operating lease assets	2,201	2,227
Goodwill	2,891	2,728
Intangible assets, net of accumulated amortization of $528 and $456	567	570
Other long-term assets	327	306
Total long-term assets	6,939	6,791
Total assets	9,507	9,219
Current liabilities
Accounts payable	709	717
Accrued expenses	966	995
Current debt	27	67
Current operating lease liabilities	597	560
Other current liabilities	327	193
Total current liabilities	2,626	2,532
Long-term liabilities
Long-term debt	1,620	1,739
Long-term operating lease liabilities	1,842	1,853
Other long-term liabilities	473	417
Total long-term liabilities	3,935	4,009
Commitments and Contingencies (Note 17)
Stockholders’ Equity
Common Stock, $0.01 par value per share; 300,000 shares authorized, 119,057 and 118,728 shares 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 (“APIC”)	2,598	2,575
Retained earnings	552	323
Accumulated Other Comprehensive Income (Loss) (“AOCIL”)	(239)	(254)
Total stockholders’ equity before NCI	2,912	2,645
NCI	34	33
Total equity	2,946	2,678
Total liabilities and equity	$ 9,507	$ 9,219

Income Taxes - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Reduction to unrecognized tax benefits	$ 4

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022
Land, buildings and leasehold improvements	$	440	$	364
Warehouse equipment and other	1,025		958
Computer, software and equipment (1)	660		588
Technology and automated systems	373		347
Total property and equipment, gross	2,498		2,257
Less: accumulated depreciation and amortization	(1,545)		(1,297)
Total property and equipment, net	$	953	$	960

(1) Includes internally developed software of $237 million and $223 million as of December 31, 2023 and 2022, respectively.

Restructuring Charges and Other (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes changes in the restructuring liability, which is included within Other current liabilities in the Consolidated Balance Sheets.


(In millions)	Severance		Other		Total
Balance as of December 31, 2022	$	13	$	—	$	13
Charges incurred (1)	21		11		32
Payments	(27)		—		(27)
Non-cash reductions	—		(11)		(11)
Balance as of December 31, 2023	$	7	$	—	$	7

Income Taxes - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Tax effect (before federal benefit) of state net operating losses	$ 2	$ 2
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	32	17
Federal tax credit carryforwards	4	5
State
Operating Loss Carryforwards [Line Items]
Federal tax credit carryforwards	7	6
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 252	$ 235

Employee Benefit Plans - Schedule of projected benefit obligations (Details) - Pension Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 788	$ 1,400
Interest cost	40	21
Actuarial (gain) loss	(9)	442
Benefits paid	(48)	(52)
Foreign currency exchange rate changes	41	(139)
Projected benefit obligation at end of year	830	788
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	826	1,460
Actual return on plan assets	60	(438)
Employer contributions	1	1
Benefits paid	(48)	(52)
Foreign currency exchange rate changes	44	(145)
Fair value of plan assets at end of year	883	826
Funded status at the end of the year	$ 53	$ 38

Revenue Recognition - Revenue Disaggregated by Industry Sector (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 9,778	$ 8,993	$ 7,940
Omnichannel retail
Disaggregation of Revenue [Line Items]
Revenue	4,100	3,649	3,116
Technology and consumer electronics
Disaggregation of Revenue [Line Items]
Revenue	1,467	1,337	1,075
Food and beverage
Disaggregation of Revenue [Line Items]
Revenue	1,331	1,327	1,328
Industrial and manufacturing
Disaggregation of Revenue [Line Items]
Revenue	1,078	1,076	994
Consumer packaged goods
Disaggregation of Revenue [Line Items]
Revenue	1,027	915	832
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 775	$ 689	$ 595

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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

+ Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value, outstanding	$ 0
Intrinsic value, exercisable	0
Unrecognized compensation cost	$ 12
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)	7 years
Weighted-average fair value (in dollars per share)	$ 22.66
Recognition period (in years)	2 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Vested amount	$ 22	$ 30
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk free interest rate (as a percent)	4.70%	2.50%	0.00%
Volatility rate (as a percent)	32.00%	37.00%	0.00%
Vested amount	$ 7	$ 5
RSUs and PSRUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognition period (in years)	3 years
Unrecognized compensation cost related to share-based payments	$ 60
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issuable under stock plans (in shares)			11.6
Shares available for grant under stock plans (in shares)	7.5

Consolidated Statements of Changes in Equity - USD ($) $ in Millions	Total	Equity Before NCI	Common Stock	XPO, Inc. Invest ment	APIC	Retained Earnings	AOCIL	NCI
Beginning balance (in shares) at Dec. 31, 2020			0
Beginning balance at Dec. 31, 2020	$ 2,948	$ 2,823	$ 0	$ 2,765	$ 0	$ 0	$ 58	$ 125
Changes in Stockholders' Equity
Net income	161	153		27		126		8
Net income	161
Other comprehensive loss	(39)	(38)					(38)	(1)
Stock-based compensation	11	11			11
Vesting of stock compensation awards (in shares)			33,000
Purchase of NCI	(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	0		$ 1	(2,345)	2,344
Tax withholding on vesting of stock compensation awards	(1)	(1)			(1)
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	200	197				197		3
Other comprehensive loss	(127)	(126)					(126)	(1)
Stock-based compensation	33	33			33
Vesting of stock compensation awards (in shares)			557,000
Tax withholding on vesting of stock compensation awards (in shares)			(246,000)
Tax withholding on vesting of stock compensation awards	(16)	(16)			(16)
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		118,728,000
Ending balance at Dec. 31, 2022	$ 2,678	2,645	$ 1	0	2,575	323	(254)	33
Changes in Stockholders' Equity
Net income	233	229				229		4
Other comprehensive loss	16	15					15	1
Stock-based compensation	35	35			35
Vesting of stock compensation awards (in shares)			555,000
Vesting of stock compensation awards	0
Tax withholding on vesting of stock compensation awards (in shares)			(226,000)
Tax withholding on vesting of stock compensation awards	(12)	(12)			(12)
Other	$ (4)							(4)
Ending balance (in shares) at Dec. 31, 2023	119,057,000		119,057,000
Ending balance at Dec. 31, 2023	$ 2,946	$ 2,912	$ 1	$ 0	$ 2,598	$ 552	$ (239)	$ 34

Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,095	$ 1,026
Accumulated Amortization	(528)	(456)
Net Value	567	570
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,046	978
Accumulated Amortization	(524)	(451)
Net Value	522	527
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	42	48
Accumulated Amortization	(4)	(5)
Net Value	38	43
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7	0
Accumulated Amortization	0	0
Net Value	$ 7	$ 0

Fair Value Measurements and Financial Instruments

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022, due to their short-term nature.

Debt

The fair value of debt was as follows:


		December 31, 2023				December 31, 2022
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Unsecured notes due 2026	2	$	362	$	398	$	342	$	397
Unsecured notes due 2031	2	326		397		294		397
Two-Year Term Loan due 2024	2	—		—		115		115
Three-Year Term Loan due 2025	2	231		235		234		234
Five-Year Term Loan due 2027	2	493		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.

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 October 2023, the Company terminated a hedge with a notional amount of $115 million and amended a $235 million hedge to extend its maturity from 2024 to 2025. Also, the Company entered into various hedges for an aggregate notional amount of $313 million that will mature from 2025 to 2028.

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 AOCIL 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 January 2024, the Company entered into an interest rate swap schedule to mature in 2025, with a notional amount of $125 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 notional amount and fair value of derivative instruments were as follows:


	December 31,
	2023				2022
(In millions)	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Location
Derivatives designated as hedges
Assets:
Interest rate swaps	$	125	$	2	$	—	$	—	Other current assets
Interest rate swaps	125		3		250		9		Other long-term assets
Cross-currency swap agreements	487		3		1,222		22		Other long-term assets
Liabilities:
Cross-currency swap agreements	$	165	$	7	$	115	$	13	Other current liabilities
Cross-currency swap agreements	883		49		—		—		Other long-term liabilities

Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	397	$	8	$	—	$	—	Other current assets
Foreign currency forward contracts	1		—		—		—		Other current assets
Liabilities:
Foreign currency option contracts	$	—	$	—	$	354	$	5	Other current liabilities
Foreign currency forward contracts	—		—		3		—		Other current liabilities

As of December 31, 2023 and 2022, 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 AOCIL and in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2023						Year Ended December 31, 2022
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	(66)	$	—	$	3	$	36	$	4	$	3
Derivatives designated as cash flow hedges
Interest rate swaps	$	(3)	$	—	$	—	$	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)	2023		2022
Realized gain (loss)	$	(13)	$	29
Unrealized gain (loss)	4		(11)
Foreign currency gain (loss)	$	(9)	$	18

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 233	$ 200	$ 161
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	19	(98)	(46)
Cash flow hedges	(2)	7	0
Pension plans	(1)	(36)	7
Other comprehensive income (loss), net of tax	16	(127)	(39)
Comprehensive income, net of tax	249	73	122
Less: Comprehensive income attributable to NCI	5	2	7
Comprehensive income attributable to GXO	$ 244	$ 71	$ 115

Fair Value Measurements and Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Debt Fair Values

The fair value of debt was as follows:


		December 31, 2023				December 31, 2022
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Unsecured notes due 2026	2	$	362	$	398	$	342	$	397
Unsecured notes due 2031	2	326		397		294		397
Two-Year Term Loan due 2024	2	—		—		115		115
Three-Year Term Loan due 2025	2	231		235		234		234
Five-Year Term Loan due 2027	2	493		499		499		499

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

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


	December 31,
	2023				2022
(In millions)	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Location
Derivatives designated as hedges
Assets:
Interest rate swaps	$	125	$	2	$	—	$	—	Other current assets
Interest rate swaps	125		3		250		9		Other long-term assets
Cross-currency swap agreements	487		3		1,222		22		Other long-term assets
Liabilities:
Cross-currency swap agreements	$	165	$	7	$	115	$	13	Other current liabilities
Cross-currency swap agreements	883		49		—		—		Other long-term liabilities

Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	397	$	8	$	—	$	—	Other current assets
Foreign currency forward contracts	1		—		—		—		Other current 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 AOCIL and in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2023						Year Ended December 31, 2022
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	(66)	$	—	$	3	$	36	$	4	$	3
Derivatives designated as cash flow hedges
Interest rate swaps	$	(3)	$	—	$	—	$	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)	2023		2022
Realized gain (loss)	$	(13)	$	29
Unrealized gain (loss)	4		(11)
Foreign currency gain (loss)	$	(9)	$	18

Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2023						December 31, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	1,046	$	(524)	$	522	$	978	$	(451)	$	527
Trade names and trademarks	42		(4)		38		48		(5)		43
Developed technology	7		—		7		—		—		—
Total	$	1,095	$	(528)	$	567	$	1,026	$	(456)	$	570

Intangible asset amortization expense was $71 million, $68 million and $61 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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


(In millions)	2024		2025		2026		2027		2028		Thereafter
Estimated amortization expense	$	74	$	68	$	65	$	62	$	44	$	254

Debt and Financing Arrangements

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt and Financing Arrangements

9. Debt and Financing Arrangements

The following table summarizes the carrying value of the Company’s debt:


		December 31,
(In millions)	Rate (1)	2023		2022
Unsecured notes due 2026 (2)	1.65%	$	398	$	397
Unsecured notes due 2031 (3)	2.65%	397		397
Two-Year Term Loan due 2024	—%	—		115
Three-Year Term Loan due 2025 (4)	6.58%	235		234
Five-Year Term Loan due 2027 (5)	6.71%	499		499
Finance leases and other debt	Various	118		164
Total debt		$	1,647	$	1,806
Less: Current debt		27		67
Total Long-term debt		$	1,620	$	1,739

(1) Interest rates as of December 31, 2023.

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

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

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

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

Five-Year Term Loan

In 2022, the Company entered into a $500 million five-year unsecured term loan (the “Five-Year Term Loan”) 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

In 2022, the Company borrowed 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”). In 2022, $50 million of the Two-Year Term Loan was repaid, with the remaining $115 million repaid in the second quarter of 2023. The Three-Year Term Loan will mature on May 26, 2025. The Delayed Draw Term Loan bears 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.

Unsecured Notes

In 2021, before 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 2021, before 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 is 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 adjusted SOFR, (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, 2023, or December 31, 2022.

In 2022, in connection with 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, which expired 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

The Company sells certain of its trade receivables on a non-recourse basis to third-party financial institutions under various factoring programs. The Company also sold certain European trade accounts receivables under a securitization program 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)	2023		2022		2021
Factoring program
Receivables sold in period	$	1,110	$	992	$	450
Cash consideration	1,103		988		449
Securitization program
Receivables sold in period	$	—	$	—	$	1,850
Cash consideration	—		—		1,850
Net cash provided by (used in) operating cash flows	21		35		(5)

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, 2023, 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2023 and 2022.


(In millions)
Balance as of December 31, 2021	$	2,017
Acquisition	796
Impact of foreign exchange translation (1)	(85)
Balance as of December 31, 2022	2,728
Acquisitions (2)	120
Impact of foreign exchange translation (1)	43
Balance as of December 31, 2023	$	2,891

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

(2) Includes $44 million adjustment from the finalization of the purchase price allocation for the Clipper Acquisition.

- 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
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

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, 2023	Dec. 31, 2022
Other comprehensive income (loss)
Interest cost component	$ (40)	$ (21)
Expected return on plan assets for the period	50	54
Amortization of prior-service credit	1	0
Amortization of net loss	(3)	0
Net benefit cost recognized	8	33
Operating income
Net gain (loss)	1	(51)
Amortization prior-service credit and net loss	2	0
Other comprehensive income (loss)	$ 3	$ (51)

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	17. Commitments and Contingencies The Company is involved, and will continue to be involved, in numerous legal proceedings arising from 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 - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
U.S. federal	$ 24	$ 40	$ 12
U.S state and local	7	2	2
Foreign	43	29	26
Total current income tax expense	74	71	40
Deferred:
U.S. federal	(3)	(9)	(13)
U.S state and local	(2)	(3)	(12)
Foreign	(36)	5	(23)
Total deferred income tax benefit	(41)	(7)	(48)
Total income tax expense (benefit)	$ 33	$ 64	$ (8)

Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed at Acquisition Date (Details) - USD ($) $ in Millions	May 24, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Long-term liabilities
Goodwill recorded		$ 2,891	$ 2,728	$ 2,017
Clipper Logistics Plc
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

Basis of Presentation and Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 12	$ 13	$ 18
Provisions charged to expense	10	5	4
Write-offs, less recoveries, and other adjustments	(11)	(6)	(9)
Ending balance	$ 11	$ 12	$ 13

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCIL by component:


	Foreign Currency Adjustment
(In millions)	Foreign Currency Translation Adjustments		Net Investment Hedges		Cash Flow Hedges		Defined Benefit Plans		Less: AOCIL attributable to NCI		AOCIL attributable to GXO
As of December 31, 2020	$	61	$	—	$	—	$	(1)	$	(2)	$	58
Other comprehensive income (loss) before reclassifications	(59)		19		—		9		1		(30)
Amounts reclassified to net income	—		(3)		—		—		—		(3)
Tax amounts	—		(3)		—		(2)		—		(5)
Other comprehensive income (loss), net of tax	(59)		13		—		7		1		(38)
Transfers from XPO, net of tax	(40)		(28)		—		(82)		—		(150)
As of December 31, 2021	$	(38)	$	(15)	$	—	$	(76)	$	(1)	$	(130)
Other comprehensive income (loss) before reclassifications	(119)		36		9		(49)		1		(122)
Amounts reclassified to net income	—		(7)		—		—		—		(7)
Tax amounts	(1)		(7)		(2)		13		—		3
Other comprehensive income (loss), net of tax	(120)		22		7		(36)		1		(126)
Other	2		—		—		—		—		2
As of December 31, 2022	$	(156)	$	7	$	7	$	(112)	$	—	$	(254)
Other comprehensive income (loss) before reclassifications	72		(66)		(3)		(3)		(1)		(1)
Amounts reclassified to net income	—		(3)		—		2		—		(1)
Tax amounts	1		15		1		—		—		17
Other comprehensive income (loss), net of tax	73		(54)		(2)		(1)		(1)		15
As of December 31, 2023	$	(83)	$	(47)	$	5	$	(113)	$	(1)	$	(239)

Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 13, 2023	May 24, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition
Goodwill			$ 2,891	$ 2,728	$ 2,017
PFSweb, Inc
Business Acquisition
Business acquisition, share price (in dollars per share)	$ 7.50
Consideration transferred	$ 149
Operating and finance lease, liability			$ 56
Weighted-average amortization period (in years)			13 years
Goodwill			$ 76
Revenues			$ 82
Clipper Logistics Plc
Business Acquisition
Consideration transferred		$ 1,106
Weighted-average amortization period (in years)		15 years
Goodwill		$ 840
Cash paid		$ 902
Common stock issued (in shares)		3,757,657
Common stock issued		$ 204

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Use of Estimates

Cash, Restricted Cash and Cash Equivalents

Accounts Receivable and Allowance for Credit Losses

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

Goodwill and Intangible Assets

Impairment of Long-lived Assets

Segment Reporting

Revenue Recognition

Contract Assets and Liabilities

Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration or the amount that is due from the customer.

Derivative Instruments

Stock-Based Compensation

Earnings per Share

Defined Benefit Plan

Defined Benefit Plans

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

Employee Benefit Plans - Weighted-Average Assumptions Used (Details) - Pension Plan	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	4.77%	5.03%
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	5.03%	1.82%
Rate of compensation increase	0.00%	0.00%
Expected long-term rate of return on plan assets	6.10%	4.13%

Revenue Recognition - Contract Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contract assets included in:
Other current assets	$ 21	$ 25
Other long-term assets	160	165
Total contract assets	181	190
Contract liabilities included in:
Other current liabilities	210	154
Other long-term liabilities	115	134
Total contract liabilities	325	288
Amounts included in the beginning of year contract liability balance	$ 122	$ 93

Employee Benefit Plans - Schedule of funded status recognized in the consolidated balance sheets (Details) - Pension Plan - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	$ (156)	$ (151)
Prior-service credit	14	14
Net loss recognized in AOCIL	$ (142)	$ (137)

Acquisitions (Tables)

12 Months Ended

Dec. 31, 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 fair values of 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 comprising 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.

Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finance Leases
2024	$ 30
2025	24
2026	15
2027	12
2028	10
Thereafter	64
Total lease payments	155
Less: Interest	(39)
Present value of lease liabilities	116	$ 132
Operating Leases
2024	692
2025	577
2026	451
2027	339
2028	226
Thereafter	506
Total lease payments	2,791
Less: Interest	(352)
Present value of lease liabilities	$ 2,439	$ 2,413

Restructuring Charges and Other - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Charges incurred	$ 32	$ 32	$ 4
Severance
Restructuring Reserve [Roll Forward]
Charges incurred	21
Restructuring Actions
Restructuring Reserve [Roll Forward]
Beginning balance	13
Charges incurred	32
Payments	(27)
Non-cash reductions	(11)
Ending balance	7	13
Restructuring Actions \| Severance
Restructuring Reserve [Roll Forward]
Beginning balance	13
Charges incurred	21
Payments	(27)
Non-cash reductions	0
Ending balance	7	13
Restructuring Actions \| Other
Restructuring Reserve [Roll Forward]
Beginning balance	0
Charges incurred	11
Payments	0
Non-cash reductions	(11)
Ending balance	$ 0	$ 0

Employee Benefit Plans - Schedule of Expected benefit payments (Details) - Pension Plan $ in Millions	Dec. 31, 2023 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2024	$ 49
2025	49
2026	53
2027	55
2028	55
2029-2034	$ 279

Income Taxes - Reconciliation of the Expected U.S. Federal Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax expense at U.S. federal statutory tax rate	$ 56	$ 55	$ 32
State taxes, net of U.S. federal benefit	3	(1)	(8)
Foreign rate differential	(14)	(10)	(2)
Foreign operations	4	11	5
Contribution- and margin-based taxes	5	5	4
Valuation allowances	(4)	(3)	1
Stock-based compensation	1	(1)	1
Intangible assets	(17)	0	(42)
Transaction costs	0	5	0
Other	(1)	3	1
Total income tax expense (benefit)	$ 33	$ 64	$ (8)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022
Operating leases:
Operating lease assets	$	2,201	$	2,227

Current operating lease liabilities	$	597	$	560
Long-term operating lease liabilities	1,842		1,853
Total operating lease liabilities	$	2,439	$	2,413

Finance leases:


Property and equipment, net	$	107	$	123

Current debt	$	26	$	35
Long-term debt	90		97
Total finance lease liabilities	$	116	$	132

Schedule of Weighted - average Remaining Lease Term and Discount Rate

Supplemental weighted-average information for leases was as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term
Operating leases	5.6 years		5.9 years
Finance leases	11.7 years		10.4 years
Weighted-average discount rate
Operating leases	4.6	%	4.0	%
Finance leases	4.4	%	3.4	%

Schedule of Lease Expenses and Supplemental Cash Flows

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Operating leases:
Operating lease cost	$	751	$	697	$	657
Short-term lease cost	225		118		80
Variable lease cost	129		106		75
Total operating lease cost (1)	$	1,105	$	921	$	812
Finance leases:
Amortization of leased assets	$	30	$	30	$	32
Interest expense on lease liabilities	5		5		6
Total finance lease cost	$	35	$	35	$	38
Total operating and finance lease cost	$	1,140	$	956	$	850

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

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	696	$	576	$	578
Operating cash flows for finance leases	5		5		6
Financing cash flows for finance leases	29		33		25
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $52, $233, and $281 from an acquisition in 2023, 2022 and 2021 respectively	$	568	$	1,154	$	932
Finance leases, including $1, $16, and $23 from an acquisition in 2023, 2022 and 2021 respectively	10		20		39

Schedule of Operating Lease Maturity

Maturities of lease liabilities as of December 31, 2023 were as follows:


(In millions)	Finance Leases		Operating Leases
2024	$	30	$	692
2025	24		577
2026	15		451
2027	12		339
2028	10		226
Thereafter	64		506
Total lease payments	155		2,791
Less: Interest	(39)		(352)
Present value of lease liabilities	$	116	$	2,439

Schedule of Finance Leases Maturity

Maturities of lease liabilities as of December 31, 2023 were as follows:


(In millions)	Finance Leases		Operating Leases
2024	$	30	$	692
2025	24		577
2026	15		451
2027	12		339
2028	10		226
Thereafter	64		506
Total lease payments	155		2,791
Less: Interest	(39)		(352)
Present value of lease liabilities	$	116	$	2,439

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Allowance for Doubtful Accounts

The roll forward of the allowance for doubtful accounts was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Beginning balance	$	12	$	13	$	18
Provisions charged to expense	10		5		4
Write-offs, less recoveries, and other adjustments	(11)		(6)		(9)
Ending balance	$	11	$	12	$	13

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)	2023		2022
Land, buildings and leasehold improvements	$	440	$	364
Warehouse equipment and other	1,025		958
Computer, software and equipment (1)	660		588
Technology and automated systems	373		347
Total property and equipment, gross	2,498		2,257
Less: accumulated depreciation and amortization	(1,545)		(1,297)
Total property and equipment, net	$	953	$	960

(1) Includes internally developed software of $237 million and $223 million as of December 31, 2023 and 2022, respectively.

Schedule of Long- Lived Assets by Geographic Areas


	December 31,
(In millions)	2023		2022
United States	$	1,545	$	1,532
United Kingdom	772		834
Other	837		821
Total	$	3,154	$	3,187

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

14. Employee Benefit Plans

Pension Plans

Certain eligible employees of the Company participated in various retirement plans in Europe. In connection with the Separation, the Company also became the sponsor of a retirement plan in the U.K. (the “U.K. Retirement Plan”). The U.K. Retirement Plan did not allow for new participants or additional benefit accruals.

Other than the U.K. Retirement Plan, the Company deems other retirement plans to be immaterial to its Consolidated Financial Statements and are excluded from the disclosure below.

U.K. Retirement Plan

A reconciliation of the projected benefit obligation, fair value of the plan and the funded status, the amount recognized in financial statements, the assumptions used, the plan assets and funding requirements are shown below.

The change in the projected benefit obligation was as follows:


	December 31,
(In millions)	2023		2022
Projected benefit obligation at beginning of year	$	788	$	1,400
Interest cost	40		21
Actuarial (gain) loss (1)	9		(442)
Benefits paid	(48)		(52)
Foreign currency exchange rate changes	41		(139)
Projected benefit obligation at end of year	$	830	$	788

(1) Actuarial gains or losses are due to changes in the discount and mortality rates.

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


	December 31,
(In millions)	2023		2022
Fair value of plan assets at beginning of year	$	826	$	1,460
Actual return on plan assets	60		(438)
Employer contributions	1		1
Benefits paid	(48)		(52)
Foreign currency exchange rate changes	44		(145)
Fair value of plan assets at end of year	$	883	$	826
Funded status of the plan assets at end of year (1)	$	53	$	38

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

The amounts included in AOCIL that have not yet been recognized in net periodic benefit were as follows:


	December 31,
(In millions)	2023		2022
Net actuarial loss	$	(156)	$	(151)
Prior-service credit	14		14
Net loss recognized in AOCIL	$	(142)	$	(137)

The components of net benefit cost recognized were as follows:


	Year Ended December 31,
(In millions)	2023		2022
Interest cost component	$	(40)	$	(21)
Expected return on plan assets for the period	50		54
Amortization of prior-service credit	1		—
Amortization of net loss	(3)		—
Net benefit credit recognized (1)	$	8	$	33

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

The amount recognized in other comprehensive income was as follows:


	Year Ended December 31,
(In millions)	2023		2022
Net gain (loss)	$	1	$	(51)
Amortization prior-service credit and net loss	2		—
Other comprehensive income (loss)	$	3	$	(51)

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


	Year Ended December 31,
	2023		2022
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	4.77	%	5.03	%
Rate of compensation increase (1)	—	%	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	5.03	%	1.82	%
Rate of compensation increase (1)	—	%	—	%
Expected long-term rate of return on plan assets	6.10	%	4.13	%

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

The Company’s U.K. Retirement Plan’s assets are invested by a trustee, which include representatives of the Company, to meet the U.K. Retirement Plan’s projected future pension liabilities. During 2023, the Company changed the plan’s investment manager and appointed a fiduciary manager. The day-to-day management of the assets of the U.K. Retirement Plan has been delegated by the plan trustee to a fiduciary manager who decides the composition of the asset portfolio in line with the objectives of the plan’s trustee. The trustee’s investment objectives are to meet the performance target set by the trustee in a risk-controlled framework. The target strategic asset allocation for the U.K. Retirement Plan consists of approximately 65% liability-driven investments, intended to minimize market and interest rate risks, and approximately 35% growth and income assets. The actual asset allocations of the U.K. Retirement Plan are in line with the target asset allocations.

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


		December 31,
(In millions)	Level	2023		2022
Cash and cash equivalents	Level 1	$	11	$	59
Fixed income securities	Level 1	21		—
Money Market	Level 2	18		—
Equities	Level 2	134		—
Fixed income securities	Level 2	890		572
Derivatives	Level 2	—		(137)
Other (1)	Level 2	(266)		—
Total assets in fair value hierarchy		$	808	$	494
Private Markets (2)		75		—
Commingled funds (2)		—		332

Investments, at fair value		$	883	$	826


(In millions)	2024		2025		2026		2027		2028		2029-2034
Expected payments	$	49	$	49	$	53	$	55	$	55	$	279

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 2024.

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 years ended December 31, 2023, 2022 and 2021, were $66 million, $54 million and $45 million, respectively. Defined contribution costs were primarily recorded in Direct operating expense in the 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
-Subparagraph (p)
-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
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-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

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan	$ 66	$ 54	$ 45
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Estimate of company contribution	$ 1
Defined Benefit Plan, Gilts And Cash \| U.K. Retirement Plan \| United Kingdom \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Target strategic asset allocation	65.00%
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	35.00%

Income Taxes - Valuation Allowances (Details) - Valuation Allowance, Deferred Tax Asset - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 44	$ 45	$ 73
Additions	16	3	1
Reductions	(10)	(4)	(29)
Ending Balance	50	$ 44	$ 45
PFSweb, Inc
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Reductions	$ 8

Employee Benefit Plans - Schedule of pension plan assets by level within fair value hierarchy (Details) - Pension Plan - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	$ 883	$ 826	$ 1,460
Fair Value Hierarchy
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	808	494
Cash and cash equivalents \| Level 1
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	11	59
Fixed income securities \| Level 1
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	21	0
Fixed income securities \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	890	572
Money Market \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	18	0
Equities \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	134	0
Derivatives \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	0	(137)
Other \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	(266)	0
Private Markets \| Net Asset Value Per Share
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	75	0
Commingled funds \| Net Asset Value Per Share
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	$ 0	$ 332

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

For the periods ended before the Separation, the Company was a member of XPO, and its U.S. taxable income was included in XPO’s consolidated U.S. federal income tax return as well as certain state and local taxing jurisdictions tax returns. For the periods ended after the Separation, the Company has filed 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)	2023		2022		2021
U.S.	$	97	$	105	$	(25)
Foreign	169		159		178
Income before income taxes	$	266	$	264	$	153

The components of income tax expense (benefit) are presented in the following table:


	Year Ended December 31,
(In millions)	2023		2022		2021
Current:
U.S. federal	$	24	$	40	$	12
U.S state and local	7		2		2
Foreign	43		29		26
Total current income tax expense	$	74	$	71	$	40
Deferred:
U.S. federal	$	(3)	$	(9)	$	(13)
U.S state and local	(2)		(3)		(12)
Foreign	(36)		5		(23)
Total deferred income tax benefit	$	(41)	$	(7)	$	(48)
Total income tax expense (benefit)	$	33	$	64	$	(8)

Income tax expense (benefit) for 2023, 2022 and 2021 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 2023, 2022 and 2021. 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) is presented in the following table:


	Year Ended December 31,
(In millions)	2023		2022		2021
Tax expense at U.S. federal statutory tax rate	$	56	$	55	$	32
State taxes, net of U.S. federal benefit	3		(1)		(8)
Foreign rate differential	(14)		(10)		(2)
Foreign operations (1)	4		11		5
Contribution- and margin-based taxes	5		5		4
Valuation allowances	(4)		(3)		1

Stock-based compensation	1		(1)		1
Intangible assets (2)	(17)		—		(42)
Transaction costs	—		5		—
Other	(1)		3		1
Total income tax expense (benefit)	$	33	$	64	$	(8)

(2) In 2023 and 2021, the Company recorded an income tax benefit related to the rights to use trade names, trademarks and other intellectual property.

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 are presented in the following table:


	December 31,
(In millions)	2023		2022
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	79	$	71
Accrued expenses	84		54

Other	17		15
Gross deferred tax assets	180		140
Valuation allowances	(50)		(44)
Total deferred tax assets, net of valuation allowance	130		96
Deferred tax liabilities
Intangible assets	(105)		(128)
Property and equipment	(78)		(70)
Pension and other retirement obligations	(6)		(1)
Other	(8)		(14)
Gross deferred tax liabilities	(197)		(213)
Net deferred tax liability	$	(67)	$	(117)

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


	December 31,
(In millions)	2023		2022
Other long-term assets	$	74	$	43
Other long-term liabilities	(141)		(160)
Net deferred tax liability	$	(67)	$	(117)

Investments in Foreign Subsidiaries

As of December 31, 2023, the Company maintained a partial indefinite reinvestment assertion on its post- 2017 undistributed foreign earnings

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)	2023		2022
Federal net operating losses for all U.S. operations	2033	$	32	$	17
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2024	2		2
Federal tax credit carryforwards	Various times starting in 2032	4		5
State tax credit carryforwards	Various times starting in 2024	7		6
Foreign net operating losses available to offset future taxable income	Various times starting in 2024	252		235

(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	Ending Balance
2023 (1)	$	44	16	(10)	$	50
2022	$	45	3	(4)	$	44
2021 (2)	$	73	1	(29)	$	45

(1) In 2023, due to the PFS Acquisition, the Company acquired $8 million of valuation allowances.

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)	2023		2022		2021
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)


Gross unrecognized tax benefits	$	4	$	3	$	3
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	4	$	3	$	3

The Company could reflect a reduction to unrecognized tax benefits of approximately $4 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 foreign jurisdictions. As of December 31, 2023, the Company is under examination for its income tax filings in the states of North Carolina and Wisconsin. Various foreign 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
-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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 11	$ 12
Property and equipment, accumulated depreciation	1,545	1,297
Intangible assets, accumulated amortization	$ 528	$ 456
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 issued (in shares)	119,057,000	118,728,000
Common stock, shares outstanding (in shares)	119,057,000	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

Fair Value Measurements and Financial Instruments - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Other current assets \| Derivatives designated as hedges \| Interest rate swaps
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	$ 125	$ 0
Derivative asset, fair value	2	0
Other current assets \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	397	0
Derivative asset, fair value	8	0
Other current assets \| Derivatives not designated as hedges \| Foreign currency forward contracts
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	1	0
Derivative asset, fair value	0	0
Other long-term assets \| Derivatives designated as hedges \| Interest rate swaps
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	125	250
Derivative asset, fair value	3	9
Other long-term assets \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	487	1,222
Derivative asset, fair value	3	22
Other current liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	165	115
Derivative liability, fair value	7	13
Other current liabilities \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	0	354
Derivative liability, fair value	0	5
Other current liabilities \| Derivatives not designated as hedges \| Foreign currency forward contracts
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	0	3
Derivative liability, fair value	0	0
Other long-term liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	883	0
Derivative liability, fair value	$ 49	$ 0

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 9,778	$ 8,993	$ 7,940
Direct operating expense	8,035	7,443	6,637
Selling, general and administrative expense	998	886	714
Depreciation and amortization expense	361	329	335
Transaction and integration costs	34	61	99
Restructuring costs and other	32	32	4
Operating income	318	242	151
Other income, net	1	51	23
Interest expense, net	(53)	(29)	(21)
Income before income taxes	266	264	153
Income tax (expense) benefit	(33)	(64)	8
Net income	233	200	161
Net income attributable to Noncontrolling Interests (“NCI”)	(4)	(3)	(8)
Net income attributable to GXO	$ 229	$ 197	$ 153
Earnings per share
Basic (in dollars per share)	$ 1.93	$ 1.68	$ 1.33
Diluted (in dollars per share)	$ 1.92	$ 1.67	$ 1.32
Weighted-average common shares outstanding
Basic (in shares)	118,908	117,050	114,632
Diluted (in shares)	119,490	117,616	115,597

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

11. Accrued Expenses

The components of accrued expenses were as follows:


	December 31,
(In millions)	2023		2022
Salaries and wages	$	362	$	350
Facility and transportation charges	346		360
Value-added tax and other taxes	136		135
Other	122		150
Total accrued expenses	$	966	$	995

Income Taxes - Deferred Tax Asset And Deferred Tax Liability (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Other long-term assets	$ 74	$ 43
Other long-term liabilities	(141)	(160)
Net deferred tax liability	$ (67)	$ (117)

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and Equipment

The following table summarizes property and equipment:


	December 31,
(In millions)	2023		2022
Land, buildings and leasehold improvements	$	440	$	364
Warehouse equipment and other	1,025		958
Computer, software and equipment (1)	660		588
Technology and automated systems	373		347
Total property and equipment, gross	2,498		2,257
Less: accumulated depreciation and amortization	(1,545)		(1,297)
Total property and equipment, net	$	953	$	960

(1) Includes internally developed software of $237 million and $223 million as of December 31, 2023 and 2022, respectively.

Depreciation of property and equipment was $290 million, $261 million and $274 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Stamford, Connecticut
Auditor Firm ID	185

Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Salaries and wages	$ 362	$ 350
Facility and transportation charges	346	360
Value-added tax and other taxes	136	135
Other	122	150
Total accrued expenses	$ 966	$ 995

Revenue Recognition - Narrative (Details) $ in Billions	Dec. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 3.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	74.00%
Performance obligations expected to be satisfied, expected timing	3 years

Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Millions	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 74
2025	68
2026	65
2027	62
2028	44
Thereafter	$ 254

Stock-Based Compensation - Schedule of RSU and PRSU award activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
RSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	1,197
Granted (in shares) \| shares	777
Vested (in shares) \| shares	(440)
Forfeited and canceled (in shares) \| shares	(197)
Outstanding, ending of period (in shares) \| shares	1,337
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 53.46
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	49.28
Vested, weighted average grant date fair value (in dollars per share) \| $ / shares	46.01
RSUs forfeited and canceled, weighted average grant date fair value (in dollars per share) \| $ / shares	68.18
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 51.31
PSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	235
Granted (in shares) \| shares	188
Vested (in shares) \| shares	(115)
Forfeited and canceled (in shares) \| shares	(13)
Outstanding, ending of period (in shares) \| shares	295
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 67.96
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	59.16
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	70.76
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 67.46

Basis of Presentation and Significant Accounting Policies - Narrative (Details) shares in Thousands		12 Months Ended
	Aug. 02, 2021 shares	Dec. 31, 2023 segment reporting_unit shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of operating segments \| segment		3
Number of reporting units \| reporting_unit		3
Antidilutive securities excluded from computation of earnings per share (in shares)		1,500	2,000	100
Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
New stock issued during period (in shares)	114,600			114,626

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

4. Acquisitions

PFSweb 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 (the “PFS Acquisition”). The Company acquired the shares of PFS at a price per share of $7.50 in cash, totaling approximately $149 million, net of cash acquired. PFS is a global provider of omnichannel commerce solutions, including a broad range of technology, infrastructure and professional services, in the United States, Canada and Europe. PFS’s service offerings include order fulfillment, fulfillment-as-a-service, order management and customer care.

The Company recorded the preliminary fair value of assets acquired and liabilities assumed on the date of acquisition, including intangible assets comprising customer relationships, trademarks, trade names and developed technology of $56 million with a weighted-average amortization period of 13 years. Goodwill acquired in connection with the acquisition was $76 million, recorded in the Americas and Asia-Pacific reporting unit, and was attributed to anticipated synergies. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date. The Company does not expect the goodwill recognized in connection with the PFS Acquisition to be deductible for income tax purposes.

For the year ended December 31, 2023, PFS generated revenues of $82 million and income before income taxes was not material. Pro forma results of operations for this acquisition have not been presented as they are not material to the Consolidated Financial Statements.

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 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 fair values of 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 comprising 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.

Organization	12 Months Ended
Organization	Dec. 31, 2023
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. The Company provides its customers with high-value-added 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.

Stock-Based Compensation - Schedule of Estimated Fair Value (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk free interest rate (as a percent)	1.20%
Volatility rate (as a percent)	30.00%
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk free interest rate (as a percent)	4.70%	2.50%	0.00%
Volatility rate (as a percent)	32.00%	37.00%	0.00%

- 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

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

13. Stock-Based Compensation

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 awards, RSUs, PSUs and cash incentive awards. As of December 31, 2023, 7.5 million shares of common stock were available for the grant under the 2021 Incentive Plan.

Before 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 do not necessarily reflect the costs that the Company would have incurred as an independent company in 2021.

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)	2023		2022		2021
Restricted stock units	$	22	$	21	$	20
Performance-based units	8		7		5
Stock options	5		5		3
Total stock-based compensation expense	$	35	$	33	$	28
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 ten-year contractual term with an exercise price equal to the stock price on the grant date. The Black-Scholes option-pricing model was used to estimate the fair value of these awards. 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 of options granted in 2021 were as follows: weighted-average risk-free rate of interest of 1.2%, expected volatility of 30%, weighted-average expected award life of 7 years and weighted-average fair value of $22.66.

A summary of stock option award activity for the year ended December 31, 2023, is presented in the following table:


	Stock Options
(In thousands, except per share)	Number of Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2022	1,170	$	64.72	8 years


Forfeited	(99)	64.91
Outstanding as of December 31, 2023	1,071	$	64.71	7 years
Exercisable as of December 31, 2023	272	$	63.79	7 years

There was no intrinsic value for options outstanding and exercisable at December 31, 2023.

As of December 31, 2023, unrecognized compensation cost related to options of $12 million is anticipated to be recognized over a weighted-average period of approximately 2 years.

Restricted Stock Units and Performance-Based Units

The Company grants RSUs and PSUs to its key employees, officers and directors with various vesting requirements. The holders of the RSUs and PSUs 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 over the service period, typically four years, and PSUs generally vest based on achieving certain predefined performance objectives along with service conditions. For PSUs 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.

The Company granted a portion of PSUs subject to market-based vesting conditions. The Company determines the fair value of PSUs subject to market-based vesting conditions using a Monte Carlo simulation model that incorporates the probability of the performance conditions being met as of the grant date. Assumptions used in the Monte Carlo simulation model for the estimated fair value were as follows:


	Year Ended December 31,
	2023		2022		2021(1)
Weighted-average risk-free interest rate	4.7	%	2.5	%	—	%
Expected volatility	32	%	37	%	—	%

(1) There were no PSUs issued by the Company in 2021.

A summary of RSU and PSU award activity for the year ended December 31, 2023, is presented in the following table:


	RSUs			PSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96
Granted	777	49.28		188	59.16
Vested (1)	(440)	46.01		(115)	54.72
Forfeited and canceled	(197)	68.18		(13)	70.76
Outstanding as of December 31, 2023	1,337	$	51.31	295	$	67.46

(1) The number of RSUs and PSUs 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 2023 and 2022 was $22 million and $30 million, respectively. The total fair value of PSUs that vested during 2023 and 2022 was $7 million and $5 million, respectively. As of December 31, 2023, unrecognized compensation cost related to RSUs and PSUs of $60 million is anticipated to be recognized over a weighted-average period of approximately 3 years.

Basis of Presentation and Significant Accounting Policies - Useful Lives (Details)	Dec. 31, 2023
Buildings
Property, Plant and Equipment
Estimated Useful Life	40 years
Technology and automated systems \| Minimum
Property, Plant and Equipment
Estimated Useful Life	3 years
Technology and automated systems \| Maximum
Property, Plant and Equipment
Estimated Useful Life	15 years
Warehouse equipment and other \| Minimum
Property, Plant and Equipment
Estimated Useful Life	3 years
Warehouse equipment and other \| Maximum
Property, Plant and Equipment
Estimated Useful Life	15 years
Computer, software and equipment \| Minimum
Property, Plant and Equipment
Estimated Useful Life	1 year
Computer, software and equipment \| Maximum
Property, Plant and Equipment
Estimated Useful Life	5 years

Revenue Recognition - Revenue Disaggregated by Geographic Area (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 9,778	$ 8,993	$ 7,940
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	3,664	3,293	2,634
United States
Disaggregation of Revenue [Line Items]
Revenue	2,909	2,861	2,469
Netherlands
Disaggregation of Revenue [Line Items]
Revenue	831	699	651
France
Disaggregation of Revenue [Line Items]
Revenue	830	729	734
Spain
Disaggregation of Revenue [Line Items]
Revenue	529	488	479
Italy
Disaggregation of Revenue [Line Items]
Revenue	382	331	339
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 633	$ 592	$ 634

- 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

Stockholders’ Equity (Details) - USD ($) $ in Millions	12 Months Ended
Stockholders’ Equity (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	$ 2,678	$ 2,390	$ 2,948
Other comprehensive income (loss), net of tax	16	(127)	(39)
Transfers from XPO, net of tax			(557)
Other	(4)	(6)	(5)
Ending balance	2,946	2,678	2,390
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(156)	(38)	61
Other comprehensive income (loss) before reclassifications	72	(119)	(59)
Amounts reclassified to net income	0	0	0
Tax amounts	1	(1)	0
Other comprehensive income (loss), net of tax	73	(120)	(59)
Transfers from XPO, net of tax			(40)
Other		2
Ending balance	(83)	(156)	(38)
Net Investment Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	7	(15)	0
Other comprehensive income (loss) before reclassifications	(66)	36	19
Amounts reclassified to net income	(3)	(7)	(3)
Tax amounts	15	(7)	(3)
Other comprehensive income (loss), net of tax	(54)	22	13
Transfers from XPO, net of tax			(28)
Other		0
Ending balance	(47)	7	(15)
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	7	0	0
Other comprehensive income (loss) before reclassifications	(3)	9	0
Amounts reclassified to net income	0	0	0
Tax amounts	1	(2)	0
Other comprehensive income (loss), net of tax	(2)	7	0
Transfers from XPO, net of tax			0
Other		0
Ending balance	5	7	0
Defined Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(112)	(76)	(1)
Other comprehensive income (loss) before reclassifications	(3)	(49)	9
Amounts reclassified to net income	2	0	0
Tax amounts	0	13	(2)
Other comprehensive income (loss), net of tax	(1)	(36)	7
Transfers from XPO, net of tax			(82)
Other		0
Ending balance	(113)	(112)	(76)
Less: AOCIL attributable to NCI
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	0	(1)	(2)
Other comprehensive income (loss) before reclassifications	(1)	1	1
Amounts reclassified to net income	0	0	0
Tax amounts	0	0	0
Other comprehensive income (loss), net of tax	(1)	1	1
Transfers from XPO, net of tax			0
Other		0
Ending balance	(1)	0	(1)
AOCIL attributable to GXO
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(254)	(130)	58
Other comprehensive income (loss) before reclassifications	(1)	(122)	(30)
Amounts reclassified to net income	(1)	(7)	(3)
Tax amounts	17	3	(5)
Other comprehensive income (loss), net of tax	15	(126)	(38)
Transfers from XPO, net of tax			(150)
Other		2
Ending balance	$ (239)	$ (254)	$ (130)

Income Taxes - Reconciliation of the Beginning Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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	0	(1)	(1)
Gross unrecognized tax benefits	4	3	3
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$ 4	$ 3	$ 3

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 233	$ 200	$ 161
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	361	329	335
Stock-based compensation expense	35	33	28
Deferred tax benefit	(41)	(7)	(48)
Other	23	(17)	(24)
Changes in operating assets and liabilities
Accounts receivable	(17)	(71)	(243)
Other assets	28	24	(57)
Accounts payable	(3)	45	114
Accrued expenses and other liabilities	(61)	6	189
Net cash provided by operating activities	558	542	455
Cash flows from investing activities:
Capital expenditures	(274)	(342)	(250)
Proceeds from sale of property and equipment	18	40	11
Acquisition of business, net of cash acquired	(149)	(876)	32
Cross-currency swap agreements settlement	(3)	21	0
Other	(2)	8	0
Net cash used in investing activities	(410)	(1,149)	(207)
Cash flows from financing activities:
Proceeds from debt, net	0	917	794
Repayments of debt, net	(140)	(82)	(47)
Repayment of finance lease obligations	(29)	(33)	(25)
Taxes paid related to net share settlement of equity awards	(12)	(16)	(1)
Repayments related to trade securitization program	0	0	(26)
Purchase of NCI	0	0	(128)
Net transfers to XPO	0	0	(774)
Other	(5)	1	(34)
Net cash (used in) provided by financing activities	(186)	787	(241)
Effect of exchange rates on cash and cash equivalents	13	(18)	(2)
Net (decrease) increase in cash, restricted cash and cash equivalents	(25)	162	5
Cash, restricted cash and cash equivalents, beginning of year	495	333	328
Cash, restricted cash and cash equivalents, end of year	470	495	333
Reconciliation of cash, restricted cash and cash equivalents
Cash and cash equivalents	468	495	333
Restricted cash (included in Other long-term assets)	2	0	0
Total cash, restricted cash and cash equivalents	470	495	333
Supplemental cash flow information:
Cash paid for interest, net	57	34	22
Cash paid for income taxes, net	84	111	75
Noncash investing and financing activities:
Common stock issued for acquisition	0	204	0
Settlement of related party debt due to the Separation	$ 0	$ 0	$ 437

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-lived Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2023						December 31, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	1,046	$	(524)	$	522	$	978	$	(451)	$	527
Trade names and trademarks	42		(4)		38		48		(5)		43
Developed technology	7		—		7		—		—		—
Total	$	1,095	$	(528)	$	567	$	1,026	$	(456)	$	570

Schedule of Future Amortization Expense

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


(In millions)	2024		2025		2026		2027		2028		Thereafter
Estimated amortization expense	$	74	$	68	$	65	$	62	$	44	$	254

Leases - Lease Expenses (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 751	$ 697	$ 657
Short-term lease cost	225	118	80
Variable lease cost	129	106	75
Total operating lease cost	1,105	921	812
Amortization of leased assets	30	30	32
Interest expense on lease liabilities	5	5	6
Total finance lease cost	35	35	38
Total operating and finance lease cost	$ 1,140	$ 956	$ 850

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization of property and equipment	$ 290	$ 261	$ 274

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

12. Stockholders’ Equity

The following table summarizes the changes in AOCIL by component:


	Foreign Currency Adjustment
(In millions)	Foreign Currency Translation Adjustments		Net Investment Hedges		Cash Flow Hedges		Defined Benefit Plans		Less: AOCIL attributable to NCI		AOCIL attributable to GXO
As of December 31, 2020	$	61	$	—	$	—	$	(1)	$	(2)	$	58
Other comprehensive income (loss) before reclassifications	(59)		19		—		9		1		(30)
Amounts reclassified to net income	—		(3)		—		—		—		(3)
Tax amounts	—		(3)		—		(2)		—		(5)
Other comprehensive income (loss), net of tax	(59)		13		—		7		1		(38)
Transfers from XPO, net of tax	(40)		(28)		—		(82)		—		(150)
As of December 31, 2021	$	(38)	$	(15)	$	—	$	(76)	$	(1)	$	(130)
Other comprehensive income (loss) before reclassifications	(119)		36		9		(49)		1		(122)
Amounts reclassified to net income	—		(7)		—		—		—		(7)
Tax amounts	(1)		(7)		(2)		13		—		3
Other comprehensive income (loss), net of tax	(120)		22		7		(36)		1		(126)
Other	2		—		—		—		—		2
As of December 31, 2022	$	(156)	$	7	$	7	$	(112)	$	—	$	(254)
Other comprehensive income (loss) before reclassifications	72		(66)		(3)		(3)		(1)		(1)
Amounts reclassified to net income	—		(3)		—		2		—		(1)
Tax amounts	1		15		1		—		—		17
Other comprehensive income (loss), net of tax	73		(54)		(2)		(1)		(1)		15
As of December 31, 2023	$	(83)	$	(47)	$	5	$	(113)	$	(1)	$	(239)

- 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
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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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
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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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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total property and equipment, gross	$ 2,498	$ 2,257
Less: accumulated depreciation and amortization	(1,545)	(1,297)
Total property and equipment, net	953	960
Land, buildings and leasehold improvements
Property, Plant and Equipment
Total property and equipment, gross	440	364
Warehouse equipment and other
Property, Plant and Equipment
Total property and equipment, gross	1,025	958
Computer, software and equipment
Property, Plant and Equipment
Total property and equipment, gross	660	588
Technology and automated systems
Property, Plant and Equipment
Total property and equipment, gross	373	347
Internally developed software
Property, Plant and Equipment
Total property and equipment, gross	$ 237	$ 223

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022		2021
Restricted stock units	$	22	$	21	$	20
Performance-based units	8		7		5
Stock options	5		5		3
Total stock-based compensation expense	$	35	$	33	$	28
Tax expense (benefit) on stock-based compensation	$	1	$	(1)	$	1

Schedule of Stock Option Activity

A summary of stock option award activity for the year ended December 31, 2023, is presented in the following table:


	Stock Options
(In thousands, except per share)	Number of Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2022	1,170	$	64.72	8 years


Forfeited	(99)	64.91
Outstanding as of December 31, 2023	1,071	$	64.71	7 years
Exercisable as of December 31, 2023	272	$	63.79	7 years

Schedule of Estimated Fair Value

Assumptions used in the Monte Carlo simulation model for the estimated fair value were as follows:


	Year Ended December 31,
	2023		2022		2021(1)
Weighted-average risk-free interest rate	4.7	%	2.5	%	—	%
Expected volatility	32	%	37	%	—	%

(1) There were no PSUs issued by the Company in 2021.

Schedule of Restricted Stock Unit Activity

A summary of RSU and PSU award activity for the year ended December 31, 2023, is presented in the following table:


	RSUs			PSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96
Granted	777	49.28		188	59.16
Vested (1)	(440)	46.01		(115)	54.72
Forfeited and canceled	(197)	68.18		(13)	70.76
Outstanding as of December 31, 2023	1,337	$	51.31	295	$	67.46

(1) The number of RSUs and PSUs 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 PSU award activity for the year ended December 31, 2023, is presented in the following table:


	RSUs			PSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96
Granted	777	49.28		188	59.16
Vested (1)	(440)	46.01		(115)	54.72
Forfeited and canceled	(197)	68.18		(13)	70.76
Outstanding as of December 31, 2023	1,337	$	51.31	295	$	67.46

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

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating cash flows for operating leases	$ 696	$ 576	$ 578
Operating cash flows for finance leases	5	5	6
Financing cash flows for finance leases	29	33	25
Operating leases	568	1,154	932
Finance leases	10	20	39
PFSweb, Inc
Lessee, Lease, Description [Line Items]
Operating leases	52
Finance leases	$ 1
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

Fair Value Measurements and Financial Instruments - Fair Value of Debt (Details) - Unsecured Debt - USD ($) $ in Millions		12 Months Ended
	May 25, 2022	Dec. 31, 2023	Dec. 31, 2022
Two-Year Term Loan due 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt term (in years)		2 years	2 years
Three-Year Term Loan due 2025
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt term (in years)		3 years	3 years
Five-Year Term Loan due 2027
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt term (in years)	5 years	5 years	5 years
Fair Value \| Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		$ 362	$ 342
Fair Value \| Unsecured notes due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		326	294
Fair Value \| Two-Year Term Loan due 2024 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		0	115
Fair Value \| Three-Year Term Loan due 2025 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		231	234
Fair Value \| Five-Year Term Loan due 2027 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		493	499
Carrying Value \| Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		398	397
Carrying Value \| Unsecured notes due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		397	397
Carrying Value \| Two-Year Term Loan due 2024 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		0	115
Carrying Value \| Three-Year Term Loan due 2025 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		235	234
Carrying Value \| Five-Year Term Loan due 2027 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt		$ 499	$ 499

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

The components of accrued expenses were as follows:


	December 31,
(In millions)	2023		2022
Salaries and wages	$	362	$	350
Facility and transportation charges	346		360
Value-added tax and other taxes	136		135
Other	122		150
Total accrued expenses	$	966	$	995

Fair Value Measurements and Financial Instruments - Derivative and Nonderivative Instruments Designated as Hedges (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cross-currency swap agreements \| Net Investment Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	$ (66)	$ 36
Gain (Loss) Reclassified from AOCIL into Net Income	0	4
Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing)	3	3
Interest rate swaps \| Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	(3)	9
Gain (Loss) Reclassified from AOCIL into Net Income	0	0
Gain (Loss) 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 (loss)	(13)	29
Unrealized gain (loss)	4	(11)
Foreign currency gain (loss)	$ (9)	$ 18

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Stock Options
Beginning balance (in shares)	1,170
Forfeited (in shares)	(99)
Ending balance (in shares)	1,071	1,170
Exercisable (in shares)	272
Weighted Average Exercise Price
Beginning of year (in dollars per share)	$ 64.71	$ 64.72
Forfeited (in dollars per share)	64.91
Ending balance (in dollars per share)	64.71	$ 64.72
Exercisable (in dollars per share)	$ 63.79
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-Average Remaining Term	7 years	8 years
Exercisable (in years)	7 years

Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
Goodwill (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 2,728	$ 2,017
Acquisitions	120	796
Impact of foreign exchange translation	43	(85)
Goodwill, Ending Balance	2,891	2,728
Purchase price allocation	44
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

Debt and Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes the carrying value of the Company’s debt:


		December 31,
(In millions)	Rate (1)	2023		2022
Unsecured notes due 2026 (2)	1.65%	$	398	$	397
Unsecured notes due 2031 (3)	2.65%	397		397
Two-Year Term Loan due 2024	—%	—		115
Three-Year Term Loan due 2025 (4)	6.58%	235		234
Five-Year Term Loan due 2027 (5)	6.71%	499		499
Finance leases and other debt	Various	118		164
Total debt		$	1,647	$	1,806
Less: Current debt		27		67
Total Long-term debt		$	1,620	$	1,739

(1) Interest rates as of December 31, 2023.

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

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

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

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

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to trade receivables sold was as follows:


	Year Ended December 31,
(In millions)	2023		2022		2021
Factoring program
Receivables sold in period	$	1,110	$	992	$	450
Cash consideration	1,103		988		449
Securitization program
Receivables sold in period	$	—	$	—	$	1,850
Cash consideration	—		—		1,850
Net cash provided by (used in) operating cash flows	21		35		(5)

Basis of Presentation and Significant Accounting Policies - Schedule of Long-lived Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Long-lived assets	$ 3,154	$ 3,187
United States
Property, Plant and Equipment
Long-lived assets	1,545	1,532
United Kingdom
Property, Plant and Equipment
Long-lived assets	772	834
Other
Property, Plant and Equipment
Long-lived assets	$ 837	$ 821