0001166003-22-000024 | 10-K | XBRL Viewer

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

We grant various types of stock-based compensation awards to directors, officers and key employees under our 2016 incentive plan. These awards include stock options, restricted stock, restricted stock units, performance-based units, cash incentive awards and other equity-related awards (collectively, “Awards”).

As a result of the spin-off and in accordance with plan rules, the shares remaining for future issuance under the 2016 plan were equitably adjusted. With this adjustment, up to 7.2 million shares of our common stock have been authorized for issuance as Awards. Shares awarded may consist of authorized and unissued shares or treasury shares. The 2016 plan will terminate on May 15, 2029, unless terminated earlier by our Board of Directors. As of December 31, 2021, 1.7 million shares of our common stock were available for the grant of Awards under the 2016 plan.

In connection with the spin-off, stock-based compensation awards that were previously granted to GXO’s employees and directors under XPO’s incentive plan were converted to awards issued under GXO’s incentive plan. Additionally, in order to preserve the value of the awards held by employees continuing with XPO following the spin-off, the number of outstanding shares underlying the awards were adjusted using the ratio and methodology outlined in the EMA. The ratio was based on the closing price per share of XPO common stock on July 30, 2021 compared to the closing price per share of XPO common stock on August 2, 2021. The strike prices of options were similarly adjusted as outlined in the EMA. The impact of these adjustments on the number of awards outstanding is included in the effect of spin-off activity in the tables below. The modification of these awards in connection with the spin-off did not result in incremental compensation cost.

Our employee stock purchase plan offers eligible employees, excluding our executive officers and directors, the right to purchase our common stock up to 10% of each employee’s compensation. Shares are purchased at 5% below fair market value on the last trading day of each six-month offering period. The plan authorizes the purchase of up to two million shares of our common stock. The plan will terminate in October 2027, unless terminated earlier by our Board of Directors. We do not recognize stock-based compensation expense as the plan is non-compensatory. At December 31, 2021, two million shares of our common stock were available for purchase under the plan.

Our stock-based compensation expense is recorded in SG&A on our Consolidated Statements of Income:


	Years ended December 31,
(In millions)	2021		2020		2019
Restricted stock and restricted stock units	$	28	$	32	$	24
Performance-based restricted stock units	9		2		5
Cash-settled performance-based restricted stock units	—		7		27

Total stock-based compensation expense	$	37	$	41	$	56
Tax benefit on stock-based compensation	$	(5)	$	(13)	$	(2)

Stock Options

Our stock options typically vest over three to five years after the grant date for our employees and officers and one year after the grant date for our Board of Directors. The stock options have a 10-year contractual term and the exercise price equals our stock price on the grant date.

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


	Stock Options
	Number of Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2020 (1)	42,755	$	21.01	3.36
Granted (2)	—	—
Exercised	(51,783)	14.62
Forfeited	—	—
Effect of spin-off (3)	15,636	NM
Outstanding as of December 31, 2021	6,608	$	9.80	0.93
Options exercisable as of December 31, 2021	6,608	$	9.80	0.93

NM - Not meaningful

(1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan.

(2) The above table excludes stock option awards that were granted in 2021 that subsequently converted to awards issued under GXO’s incentive plan.

(3) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan.

The intrinsic value of options outstanding and exercisable as of December 31, 2021 was less than $1 million.

The total intrinsic value of options exercised during 2021, 2020 and 2019 was $4 million, $56 million and $6 million, respectively. The total cash received from options exercised during 2021, 2020 and 2019 was $2 million, less than $1 million and $1 million, respectively.

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

We grant RSUs and PRSUs to our key employees, officers and directors with various vesting requirements. RSUs generally vest based on the passage of time (service conditions) and PRSUs generally vest based on the achievement of our financial targets (performance conditions). PRSUs may also be subject to stock price (market conditions), employment conditions and other non-financial conditions. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards.

The number of RSUs and PRSUs vested includes shares of our common stock that we withheld on behalf of our employees to satisfy the minimum tax withholdings. We estimate the fair value of PRSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model.

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


	RSUs			PRSUs
	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PRSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020 (1)	1,615,812	$	67.43	1,856,561	$	45.39
Granted	839,372	87.13		70,954	80.67
Vested	(578,216)	68.31		(22,617)	75.00
Forfeited and canceled	(337,312)	105.04		(597,739)	44.19
Effect of spin-off (2)	(78,046)	NM		699,076	NM
Outstanding as of December 31, 2021	1,461,610	$	54.81	2,006,235	$	46.19

NM - Not meaningful

(1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan.

(2) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan.

The total fair value of RSUs that vested during 2021, 2020 and 2019 was $69 million, $64 million and $13 million, respectively. All of the outstanding RSUs as of December 31, 2021 vest subject to service conditions.

The total fair value of PRSUs that vested during 2021, 2020 and 2019 was $2 million, $8 million and $23 million, respectively. Of the outstanding PRSUs as of December 31, 2021, 1,700,480 vest subject to service and a combination of market and performance conditions, 283,764 vest subject to service and performance conditions and 21,991 vest subject to service and market conditions.

As of December 31, 2021, unrecognized compensation cost related to non-vested RSUs and PRSUs of $69 million is anticipated to be recognized over a weighted-average period of approximately 2.64 years.

Debt - Schedule of Debt (Details) € in Millions	Dec. 31, 2021 USD ($)	Aug. 31, 2021	Jan. 31, 2021	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2015
Debt Instrument [Line Items]
Total debt, principal balance	$ 3,693,000,000			$ 6,672,000,000
Short-term borrowings and current maturities of long-term debt, principal balance	58,000,000			1,286,000,000
Long-term debt, excluding short-term borrowings and current maturities principal balance	3,635,000,000			5,386,000,000
Long-term debt, carrying value	3,514,000,000			5,240,000,000
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	3,514,000,000			5,240,000,000
Total debt, carrying value	3,572,000,000			6,521,000,000
Short-term debt and current maturities of long-term debt, carrying value	58,000,000			1,281,000,000
Term loan facilities
Debt Instrument [Line Items]
Long-term debt, principal balance	2,003,000,000			2,003,000,000
Term loan facilities \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 1,977,000,000			1,974,000,000
6.50% Senior notes due 2022
Debt Instrument [Line Items]
Interest rate, stated percentage	6.50%		6.50%
Long-term debt, principal balance	$ 0			1,200,000,000
6.50% Senior notes due 2022 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0			1,195,000,000
6.125% Senior notes due 2023
Debt Instrument [Line Items]
Interest rate, stated percentage	6.125%	6.125%
Long-term debt, principal balance	$ 0			535,000,000
6.125% Senior notes due 2023 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0			531,000,000
6.75% Senior notes due 2024
Debt Instrument [Line Items]
Interest rate, stated percentage	6.75%	6.75%
Long-term debt, principal balance	$ 0			1,000,000,000
6.75% Senior notes due 2024 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0			$ 989,000,000
6.25% Senior notes due 2025
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%		6.25%	6.25%	6.25%
Long-term debt, principal balance	$ 1,150,000,000			$ 1,150,000,000
6.25% Senior notes due 2025 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	1,141,000,000			1,138,000,000
6.70% Senior debentures due 2034
Debt Instrument [Line Items]
Interest rate, stated percentage						6.70%
Long-term debt, principal balance	300,000,000			300,000,000
6.70% Senior debentures due 2034 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	214,000,000			210,000,000
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	240,000,000			260,000,000
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	240,000,000			260,000,000
ABL facility
Debt Instrument [Line Items]
Long-term debt, principal balance	0			200,000,000
ABL facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	0			200,000,000
Borrowings related to securitization program
Debt Instrument [Line Items]
Long-term debt, principal balance	0			24,000,000
Borrowings related to securitization program \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0			$ 24,000,000	€ 20

Debt - Unsecured Credit Facility (Details) - USD ($)	12 Months Ended
Debt - Unsecured Credit Facility (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 31, 2019	Dec. 31, 2018
Line of Credit Facility [Line Items]
Debt extinguishment loss	$ 54,000,000	$ 0	$ 5,000,000
Unsecured Credit Facility
Line of Credit Facility [Line Items]
Face amount					$ 500,000,000
Short-term borrowing				$ 250,000,000	$ 250,000,000
Debt extinguishment loss			$ 5,000,000

Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets


	December 31, 2021				December 31, 2020
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	1,192	$	612	$	1,211	$	536

We did not recognize any impairment of our identified intangible assets in 2021 and 2020. We recorded a non-cash, pre-tax charge of $6 million in 2019 related to the impairment of customer relationships intangibles associated with exiting our direct postal injection business.

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:


(In millions)	2022		2023		2024		2025		2026		Thereafter
Estimated amortization expense	$	75	$	65	$	64	$	62	$	62	$	252

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, future impairment of intangible assets, accelerated amortization of intangible assets and other events.

Intangible asset amortization expense was $86 million, $87 million and $96 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$ 77	$ 72
Accrued expenses	60	87
Pension and other retirement obligations	0	21
Other	46	69
Total deferred tax asset	183	249
Valuation allowance	(37)	(40)
Total deferred tax asset, net	146	209
Deferred tax liability
Intangible assets	(172)	(194)
Property and equipment	(252)	(256)
Pension and other retirement obligations	(6)	0
Other	(24)	(38)
Total deferred tax liability	(454)	(488)
Other long-term assets	8	7
Deferred tax liability	(316)	(286)
Net deferred tax liability	$ (308)	$ (279)

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows for operating leases	$ 224	$ 223	$ 201
Operating cash flows for finance leases	5	5	5
Financing cash flows for finance leases	75	59	51
Leased assets obtained in exchange for new lease obligations:
Operating leases	271	268	344
Finance leases	$ 71	$ 46	$ 53

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, containers, tractors, trailers and tankers						3 to 15 years
Rail cars and chassis						15 to 30 years
Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 6 years


	December 31,
(In millions)	2021		2020
Property and equipment
Land	$	276	$	297
Buildings and leasehold improvements	380		375
Vehicles, tractors, trailers and tankers	1,825		1,791
Machinery and equipment	270		264
Computer software and equipment	885		810
	3,636		3,537
Less: accumulated depreciation and amortization	(1,828)		(1,646)
Total property and equipment, net	$	1,808	$	1,891
Net book value of capitalized internally-developed software included in property and equipment, net	$	230	$	248

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Schedule of Restructuring-Related Activity

Our restructuring-related activity was as follows:


			Year Ended December 31, 2021
(In millions)	Reserve Balance as of December 31, 2020		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2021
Severance

Brokerage and Other Services	$	7	$	10	$	(12)	$	1	$	6
Corporate	1		9		(2)		(1)		7
Total severance	8		19		(14)		—		13
Facilities

Brokerage and Other Services	5		—		(3)		—		2
Total facilities	5		—		(3)		—		2
Total	$	13	$	19	$	(17)	$	—	$	15

We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months.


			Year Ended December 31, 2020
(In millions)	Reserve Balance as of December 31, 2019		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2020
Severance
North American LTL	$	1	$	4	$	(5)	$	—	$	—
Brokerage and Other Services	11		13		(17)		—		7
Corporate	3		8		(9)		(1)		1
Total severance	15		25		(31)		(1)		8
Facilities

Brokerage and Other Services	—		6		—		(1)		5
Total facilities	—		6		—		(1)		5
Total	$	15	$	31	$	(31)	$	(2)	$	13

Employee Benefit Plans - Narrative (Details) £ in Millions, $ in Millions	7 Months Ended		12 Months Ended
	Aug. 01, 2021 USD ($)	Aug. 01, 2021 GBP (£)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Accumulated other comprehensive loss			$ (84)	$ (158)
Funded (unfunded) status of the plan			84	10
Defined benefit plan, net periodic benefit expense			43	50
Cost for defined contribution retirement plans			$ 60	57	$ 57
Pension Plan \| Affiliated Entity
Defined Benefit Plan Disclosure [Line Items]
Transaction amount	$ 34	£ 26
Pension Plan \| Affiliated Entity \| GXO
Defined Benefit Plan Disclosure [Line Items]
Accumulated other comprehensive loss	$ 82
Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage			88.00%
Defined benefit plan, target allocation percentage to hedge projected liabilities			95.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage			12.00%
U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities			50.00%
Non-US Equity
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities			50.00%
Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan			$ (41)	$ (44)
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan			$ 156
Expected long-term rate of return on plan assets			5.00%	5.60%
Discount rate - net periodic benefit costs			1.96%	2.96%
Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan			$ (72)
Employer contributions			$ 5
Minimum \| Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs			1.56%	2.66%	3.87%
Minimum \| Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Expected long-term rate of return on plan assets					5.80%
Discount rate - net periodic benefit costs					4.08%
Minimum \| Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs			1.11%	2.40%	3.65%
Maximum \| Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs			2.34%	3.22%	4.36%
Maximum \| Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs			1.71%	2.78%	3.95%

Debt - Senior Notes (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
Debt - Senior Notes (Details) - USD ($)	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 31, 2021
Debt Instrument [Line Items]
Debt extinguishment loss			$ 54,000,000	$ 0	$ 5,000,000
6.125% Senior notes due 2023
Debt Instrument [Line Items]
Interest rate, stated percentage			6.125%			6.125%
Redemption price (percentage)		100.00%
Debt instrument redemption amount received		$ 794,000,000
Debt extinguishment loss		$ 3,000,000
Long-term debt			$ 0	535,000,000
6.75% Senior notes due 2024
Debt Instrument [Line Items]
Interest rate, stated percentage			6.75%			6.75%
Redemption price (percentage)		103.375%
Debt extinguishment loss		$ 43,000,000
Long-term debt			$ 0	1,000,000,000
6.50% Senior notes due 2022
Debt Instrument [Line Items]
Interest rate, stated percentage	6.50%		6.50%
Redemption price (percentage)	100.00%
Long-term debt			$ 0	$ 1,200,000,000
6.25% Senior notes due 2025
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%		6.25%	6.25%
Debt extinguishment loss	$ 5,000,000
Long-term debt			$ 1,150,000,000	$ 1,150,000,000
Senior Notes \| 6.25% Senior notes due 2025
Debt Instrument [Line Items]
Long-term debt				1,150,000,000
Face amount				850,000,000
Debt instrument amount issued as percentage				$ 300,000,000
Debt issuance price as percentage of par value				101.75%

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 12,806	$ 10,199	$ 10,681
Cost of transportation and services (exclusive of depreciation and amortization)	8,945	6,950	7,359
Direct operating expense (exclusive of depreciation and amortization)	1,391	1,235	1,186
Sales, general and administrative expense	1,322	1,210	1,068
Depreciation and amortization expense	476	470	467
Transaction and integration costs	37	75	5
Restructuring costs	19	31	35
Operating income	616	228	561
Other income	(57)	(41)	(23)
Foreign currency (gain) loss	(2)	(3)	10
Debt extinguishment loss	54	0	5
Interest expense	211	307	268
Income (loss) from continuing operations before income tax provision (benefit)	410	(35)	301
Income tax provision (benefit)	87	(22)	60
Income (loss) from continuing operations	323	(13)	241
Income from discontinued operations, net of taxes	18	130	199
Net income	341	117	440
Net loss from continuing operations attributable to noncontrolling interests	0	3	0
Net income from discontinued operations attributable to noncontrolling interests	(5)	(10)	(21)
Net income attributable to XPO	336	110	419
Net income (loss) attributable to common shareholders
Continuing operations, basic	323	(41)	201
Discontinued operations, basic	13	120	178
Net income (loss) attributable to common shareholders, basic	336	79	379
Continuing operations, diluted	323	(41)	201
Discontinued operations, diluted	13	120	178
Net income (loss) attributable to common shareholders, diluted	$ 336	$ 79	$ 379
Earnings (loss) per share data
Basic earnings (loss) per share from continuing operations (usd per share)	$ 2.88	$ (0.45)	$ 2.09
Basic earnings per share from discontinued operations (usd per share)	0.11	1.32	1.86
Basic earnings per share attributable to common shareholders (usd per share)	2.99	0.87	3.95
Diluted earnings (loss) per share from continuing operations (usd per share)	2.82	(0.45)	1.89
Diluted earnings per share from discontinued operations (usd per share)	0.11	1.32	1.68
Diluted earnings per share attributable to common shareholders (usd per share)	$ 2.93	$ 0.87	$ 3.57
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	112	92	96
Diluted weighted-average common shares outstanding (in shares)	114	92	106

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt


	December 31, 2021				December 31, 2020
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	200	$	200
Term loan facilities	2,003		1,977		2,003		1,974
6.50% Senior notes due 2022	—		—		1,200		1,195
6.125% Senior notes due 2023	—		—		535		531
6.75% Senior notes due 2024	—		—		1,000		989
6.25% Senior notes due 2025	1,150		1,141		1,150		1,138
6.70% Senior debentures due 2034	300		214		300		210
Borrowings related to securitization program	—		—		24		24
Finance leases, asset financing and other	240		240		260		260
Total debt	3,693		3,572		6,672		6,521
Short-term borrowings and current maturities of long-term debt	58		58		1,286		1,281
Long-term debt	$	3,635	$	3,514	$	5,386	$	5,240

The applicable terms of the Term Loan Credit Agreement, as amended, are as follows:


				December 31, 2020
(In millions)	December 31, 2021			First Tranche			Second Tranche
Principal balance	$	2,003		$	1,503		$	500
Interest spread:
Base rate loans	0.75		%	1.00		%	1.50		%
LIBOR loans	1.75		%	2.00		%	2.50		%
Maturity date	February 2025			February 2025			February 2025

Schedule of Fair Value of Debt

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2021	$	181	$	181	$	181
December 31, 2020	1,685		1,685		1,685

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
December 31, 2021	$	3,811	$	1,571	$	2,240
December 31, 2020	6,908		4,429		2,479

Schedule of Maturities of Long-term Debt

Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter was as follows:


(In millions)	2022		2023		2024		2025		2026		Thereafter
Principal payments on debt	$	—	$	—	$	1	$	3,153	$	1	$	301

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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+ Details

Debt - Schedule of Term Loan Facility (Details) - Term Loan Facility - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt	$ 2,003
First Tranche
Debt Instrument [Line Items]
Long-term debt	$ 1,503
Second Tranche
Debt Instrument [Line Items]
Long-term debt		$ 500
Interest spread Base rate loans
Debt Instrument [Line Items]
Interest rate	0.75%
Interest spread Base rate loans \| First Tranche
Debt Instrument [Line Items]
Interest rate	1.00%
Interest spread Base rate loans \| Second Tranche
Debt Instrument [Line Items]
Interest rate		1.50%
Interest spread LIBOR loans
Debt Instrument [Line Items]
Interest rate	1.75%
Interest spread LIBOR loans \| First Tranche
Debt Instrument [Line Items]
Interest rate	2.00%
Interest spread LIBOR loans \| Second Tranche
Debt Instrument [Line Items]
Interest rate		2.50%

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include numerous putative class action, multi-plaintiff and individual lawsuits, and administrative proceedings involving claims that our owner-operators or contract carriers should be treated as employees, rather than independent contractors (“misclassification claims”). These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest breaks, unreimbursed business expenses, penalties and other items), injunctive relief, or both. We establish 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. We review and adjust accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess 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, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose 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 our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our 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 our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted. Intermodal Drayage Classification Claims Certain of our intermodal drayage subsidiaries are defendants in class action litigations brought by independent contract carriers in California who contracted with these subsidiaries. In these cases, the contract carriers assert that they should be classified as employees, rather than independent contractors. In two related cases pending in Federal District Court in Los Angeles, Alvarez v. XPO Logistics Cartage, LLC and Arrellano v. XPO Port Services, Inc., the Court has certified classes beginning in April 2016 and March 2013, respectively. Plaintiffs allege that defendants exercised an impermissible degree of control over plaintiffs’ operations through the terms of the parties’ contracts and defendants’ policies, including enforcement of requirements imposed on motor carriers by state and federal law. The particular claims asserted vary from case to case but generally include claims that, should the contract carriers be determined to be employees, they would be entitled to reimbursement for unpaid wages and/or minimum wage, unpaid wages for missed meal and rest periods, reimbursement of certain of the contract carriers’ business expenses (including fuel and insurance related costs), Labor Code penalties under California’s Private Attorneys General Act, and attorneys’ fees and costs associated with bringing the action. Defendants mounted a vigorous defense on the merits of plaintiffs’ claims, including as to whether the plaintiffs met the applicable test for the threshold issue of employment classification. Trial in both cases was scheduled to begin September 7, 2021. In August 2021, the parties held a mediation at which a tentative settlement was reached in both actions. Subject to the Court’s approval, we have agreed to pay the plaintiff class in the Alvarez case a total of $20 million, which includes all attorneys’ fees and other costs. We have agreed to pay the plaintiff class in the Arrellano case a total of $9.5 million, which includes all attorneys’ fees and other costs. We accrued for both settlements in the third quarter of 2021. Under the terms of both settlement agreements, we do not have to reclassify our contractors as employees and the plaintiff classes have agreed to release us from all liability from the inception of each respective class period through December 31, 2021. All parties involved have agreed to dismiss all claims and counterclaims with prejudice, and the settlement agreements do not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Court granted preliminary approval of the settlements on October 8, 2021, and pursuant to the settlement agreements, the company provided the settlement funds to the third-party class administrators in December 2021. On January 10, 2022, following a hearing, the Court granted final approval of the settlements. Plaintiffs’ motions for attorneys’ fees and incentive awards have been taken under submission, so final judgment has not yet been entered, but the company currently expects distribution of funds to class members to occur in the first half of 2022. Shareholder Litigation On December 14, 2018, a putative class action captioned Labul v. XPO Logistics, Inc. et al., was filed in the U.S. District Court for the District of Connecticut against us and some of our current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, based on alleged material misstatements and omissions in our public filings with the U.S. Securities and Exchange Commission. On June 3, 2019, lead plaintiffs Local 817 IBT Pension Fund, Local 272 Labor-Management Pension Fund, and Local 282 Pension Trust Fund and Local 282 Welfare Trust Fund (together, the “Pension Funds”) filed a consolidated class action complaint. Defendants moved to dismiss the consolidated class action complaint on August 2, 2019. On November 4, 2019, the Court dismissed the consolidated class action complaint without prejudice to the filing of an amended complaint. The Pension Funds, on January 3, 2020, filed a first amended consolidated class action complaint against us and a current executive. Defendants moved to dismiss the first amended consolidated class action complaint on March 3, 2020. On March 19, 2021, the Court dismissed the first amended consolidated class action complaint with prejudice and closed the case. On April 29, 2021, the Pension Funds filed a notice of appeal, and the appellate process is ongoing. Also, on May 13, 2019, Adriana Jez filed a purported shareholder derivative action captioned Jez v. Jacobs, et al., (the “Jez complaint”) in the U.S. District Court for the District of Delaware, alleging breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of the Exchange Act against some of our current and former directors and officers, with the company as a nominal defendant. The Jez complaint was later consolidated with similar derivative complaints filed by purported shareholders Erin Candler and Kevin Rose under the caption In re XPO Logistics, Inc. Derivative Litigation. On December 12, 2019, the Court ordered plaintiffs to designate an operative complaint or file an amended complaint within 45 days. On January 27, 2020, plaintiffs designated the Jez complaint as the operative complaint in the consolidated cases. Defendants moved to dismiss the operative complaint on February 26, 2020. Rather than file a brief in opposition, on March 27, 2020, plaintiffs moved for leave to file a further amended complaint and to stay briefing on defendants’ motions to dismiss. The Court granted plaintiffs’ motion on July 6, 2020. On April 14, 2021, the Court issued an order staying proceedings pending resolution of an appeal in the Labul action. Plaintiffs stipulated that they will dismiss the shareholder derivative action with prejudice if the Labul dismissal is affirmed on appeal. We believe these suits are without merit and we intend to defend the company vigorously. We are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of these matters. Insurance Contribution Litigation In April 2012, Allianz Global Risks US Insurance Company sued eighteen insurance companies in a case captioned Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552). Allianz sought contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). Defendants had insured Freightliner’s assets, which DTNA acquired in 1981. Con-way, Freightliner’s former parent company, intervened. We acquired Con-way in 2015. Con-way and Freightliner had self-insured under fronting agreements with defendant insurers ACE, Westport, and General. Under those agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. Con-way’s captive insurer, Centron, was also a named defendant. After a seven-week jury trial in 2014, the jury found that Con-way and the fronting insurers never intended that the insurers defend or indemnify any claims against Freightliner. In June 2015, Allianz appealed to the Oregon Court of Appeals. In May 2019, the Oregon Court of Appeals upheld the jury verdict. In September 2019, Allianz appealed to the Oregon Supreme Court. In March 2021, the Oregon Supreme Court reversed the jury verdict, holding that it was an error to allow the jury to decide how the parties intended the fronting policies to operate, and also holding that the trial court improperly instructed the jury concerning one of the pollution exclusions at issue. In July of 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. There is no date yet set for the next stages of the proceeding. The parties have filed cross-motions for summary judgment concerning the interpretation of certain of the fronting policies, which are yet to be decided. Following summary judgment, we anticipate a jury trial on the pollution exclusion, then a bench trial on allocation of defense costs among the subject insurance policies. We have accrued an immaterial amount for the potential exposure associated with Centron in the bench trial regarding allocation. As any losses that may arise in connection with the fronting policies issued by defendant insurers ACE, Westport, and General are not reasonably estimable at this time, no liability has been accrued in the accompanying consolidated financial statements for those potential exposures.

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

Our unaudited results of operations for each of the quarters in the years ended December 31, 2021 and 2020 are summarized below:



(In millions, except per share data)	First Quarter		Second Quarter		Third Quarter (2)		Fourth Quarter
2021
Revenue	$	2,989	$	3,186	$	3,270	$	3,361
Operating income	139		191		112		174
Income from continuing operations	63		113		21		126
Income (loss) from discontinued operations, net of taxes	55		45		(78)		(4)
Net income (loss)	118		158		(57)		122
Net income (loss) attributable to common shareholders: (1)
Continuing operations	63		113		21		126
Discontinued operations	52		43		(78)		(4)
Net income (loss) attributable to common shareholders	115		156		(57)		122
Basic earnings (loss) per share: (1)
Continuing operations	0.59		1.01		0.19		1.09
Discontinued operations	0.49		0.38		(0.69)		(0.03)
Basic earnings (loss) per share attributable to common shareholders	1.08		1.39		(0.50)		1.06
Diluted earnings (loss) per share: (1)
Continuing operations	0.56		1.00		0.19		1.08
Discontinued operations	0.46		0.38		(0.68)		(0.03)
Diluted earnings (loss) per share attributable to common shareholders	1.02		1.38		(0.49)		1.05

(1) The sum of the quarterly Net income (loss) attributable to common shareholders and earnings (loss) per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and because losses are not allocated to the Series A Preferred Stock in calculating earnings (loss) per share.

(2) The third quarter of 2021 included a litigation settlement charge of $29 million.



(In millions, except per share data)	First Quarter (2)		Second Quarter (3)		Third Quarter		Fourth Quarter (4)
2020
Revenue	$	2,459	$	2,127	$	2,675	$	2,938
Operating income (loss)	38		(101)		138		153
Income (loss) from continuing operations	(9)		(107)		37		66
Income (loss) from discontinued operations, net of taxes	34		(27)		61		62
Net income (loss)	25		(134)		98		128
Net income (loss) attributable to common shareholders: (1)
Continuing operations	(11)		(105)		28		34
Discontinued operations	32		(27)		56		59
Net income (loss) attributable to common shareholders	21		(132)		84		93
Basic earnings (loss) per share: (1)
Continuing operations	(0.11)		(1.16)		0.30		0.37
Discontinued operations	0.34		(0.29)		0.63		0.64
Basic earnings (loss) per share attributable to common shareholders	0.23		(1.45)		0.93		1.01
Diluted earnings (loss) per share: (1)
Continuing operations	(0.11)		(1.16)		0.27		0.33
Discontinued operations	0.34		(0.29)		0.56		0.58
Diluted earnings (loss) per share attributable to common shareholders	0.23		(1.45)		0.83		0.91

(2) The first quarter of 2020 included transaction and integration costs of $37 million.

(3) The second quarter of 2020 included transaction and integration costs of $29 million and restructuring costs of $28 million.

(4) The fourth quarter of 2020 included a $22 million, or $0.22 per diluted share from continuing operations, preferred stock conversion charge that reduced income attributable to common shareholders from continuing operations for earnings per share purposes, but did not affect net income, associated with the December 2020 conversion of our preferred stock.

Consolidated Statements of Comprehensive Income - (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Foreign currency translation (loss) gain, tax	$ 0	$ 17	$ (7)
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect	1	0	(1)
Defined benefit plans adjustment, tax	$ (11)	$ 30	$ 1

Employee Benefit Plans - Change in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 2,052	$ 1,862
Interest cost	39	54	$ 66
Actuarial (gain) loss	(82)	216
Benefits paid	(84)	(80)
Projected benefit obligation at end of year	1,925	2,052	1,862
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	2,062	1,863
Actual return on plan assets	25	274
Employer contributions	6	5
Benefits paid	(84)	(80)
Fair value of plan assets at end of year	$ 2,009	$ 2,062	$ 1,863

Debt - ABL Facility (Details) - ABL facility - USD ($)	12 Months Ended
Debt - ABL Facility (Details) - ABL facility - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Jul. 31, 2021	Apr. 30, 2019	Dec. 31, 2015
Debt Instrument [Line Items]
Secured revolving loan credit agreement amount				$ 1,100,000,000	$ 1,000,000,000
Line of credit facility, borrowing base	$ 1,000,000,000	$ 1,100,000,000	$ 1,000,000,000
Letter of credit available for issuance (up to)	$ 350,000,000
Percentage of maximum portion of borrowing base attributable to equipment and rolling stock	20.00%
Remaining borrowing availability	$ 995,000,000
Outstanding letters of credit	$ 5,000,000
Maximum
Debt Instrument [Line Items]
Fixed charge coverage ratio (not less than)	1.00
LIBOR \| Minimum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.25%
LIBOR \| Maximum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.50%
Base Rate \| Minimum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.25%
Base Rate \| Maximum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.50%

Restructuring Charges

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring Charges

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in connection with the spin-off and in response to COVID-19. These actions generally include severance and facility-related costs, including impairment of right-of-use assets, and are intended to improve our efficiency and profitability.

Our restructuring-related activity was as follows:


			Year Ended December 31, 2021
(In millions)	Reserve Balance as of December 31, 2020		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2021
Severance

Brokerage and Other Services	$	7	$	10	$	(12)	$	1	$	6
Corporate	1		9		(2)		(1)		7
Total severance	8		19		(14)		—		13
Facilities

Brokerage and Other Services	5		—		(3)		—		2
Total facilities	5		—		(3)		—		2
Total	$	13	$	19	$	(17)	$	—	$	15

We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months.


			Year Ended December 31, 2020
(In millions)	Reserve Balance as of December 31, 2019		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2020
Severance
North American LTL	$	1	$	4	$	(5)	$	—	$	—
Brokerage and Other Services	11		13		(17)		—		7
Corporate	3		8		(9)		(1)		1
Total severance	15		25		(31)		(1)		8
Facilities

Brokerage and Other Services	—		6		—		(1)		5
Total facilities	—		6		—		(1)		5
Total	$	15	$	31	$	(31)	$	(2)	$	13

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) From Continuing Operations before Income Tax, Related to Domestic and Foreign

Income (loss) from continuing operations before taxes related to our U.S. and foreign operations was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
U.S.	$	420	$	45	$	286
Foreign	(10)		(80)		15
Income (loss) from continuing operations before income tax provision (benefit)	$	410	$	(35)	$	301

Schedule of Components of Income Tax Expense (Benefit)

The income tax provision (benefit) is comprised of the following:


	Years Ended December 31,
(In millions)	2021		2020		2019
Current:
U.S. Federal	$	56	$	30	$	(3)
State	13		7		1
Foreign	13		16		22
Total current income tax provision	$	82	$	53	$	20
Deferred:
U.S. Federal	$	(10)	$	(40)	$	52
State	(7)		(3)		4
Foreign	22		(32)		(16)
Total deferred income tax provision (benefit)	5		(75)		40
Total income tax provision (benefit)	$	87	$	(22)	$	60

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate reconciliations were as follows:


	Years Ended December 31,
	2021		2020		2019
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of U.S. federal benefit	2.4		(7.4)		1.2

Foreign operations (1)	10.3		16.9		(1.1)
Contribution- and margin-based taxes	1.2		(22.4)		2.8

Changes in uncertain tax positions	(2.1)		(10.8)		(1.6)
Non-deductible compensation	1.8		(0.4)		0.1
Provision to return adjustments	1.2		11.4		(1.4)
Effect of law changes	(1.0)		(3.9)		0.8
Stock-based compensation	(1.4)		42.0		(0.9)
Long-term capital loss	(11.0)		—		—
Other (2)	(1.1)		17.0		(1.2)
Effective tax rate	21.3	%	63.4	%	19.7	%

(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, the impact of foreign tax rate differences from the U.S. Federal rate and permanent items related to foreign operations.

(2) In the year ended December 31, 2020, the impact of “Other” on the effective tax rate was disproportionately high compared to 2019 and 2021 due to the low income (loss) from continuing operations before income tax provision (benefit) in 2020. For 2020, “Other” is primarily comprised of 7.7% of U.S. Federal tax credits, 6.5% of U.S. Federal tax permanent adjustments, and 2.7% of changes in valuations allowance.

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability were as follows:


	Years Ended December 31,
(In millions)	2021		2020
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	77	$	72
Accrued expenses	60		87
Pension and other retirement obligations	—		21
Other	46		69
Total deferred tax asset	183		249
Valuation allowance	(37)		(40)
Total deferred tax asset, net	146		209
Deferred tax liability
Intangible assets	(172)		(194)
Property and equipment	(252)		(256)
Pension and other retirement obligations	(6)		—
Other	(24)		(38)
Total deferred tax liability	(454)		(488)
Net deferred tax liability	$	(308)	$	(279)

The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows:


	December 31,
(In millions)	2021		2020
Other long-term assets	$	8	$	7
Deferred tax liability	(316)		(286)
Net deferred tax liability	$	(308)	$	(279)

The balances and activity related to our valuation allowance were as follows:


(In millions)	Beginning Balance		Additions		Reductions		Ending Balance
Year Ended December 31, 2021	$	40	$	43	$	(46)	$	37
Year Ended December 31, 2020	33		8		(1)		40
Year Ended December 31, 2019	38		3		(8)		33

Schedule of Tax Credit Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2021		2020
Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries)	2033 - 2037 (1)	$	14	$	22
Federal long-term capital loss carryforwards	2027	126		—
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2022 (1)	24		26
Federal tax credit carryforwards	Various times starting in 2032	1		—
State tax credit carryforward	Various times starting in 2022 (1)	3		4
Foreign net operating losses available to offset future taxable income	Various times starting in 2022 (1)	93		189

(1) Some credits and losses have unlimited carryforward periods

Schedule of Operating Loss Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2021		2020
Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries)	2033 - 2037 (1)	$	14	$	22
Federal long-term capital loss carryforwards	2027	126		—
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2022 (1)	24		26
Federal tax credit carryforwards	Various times starting in 2032	1		—
State tax credit carryforward	Various times starting in 2022 (1)	3		4
Foreign net operating losses available to offset future taxable income	Various times starting in 2022 (1)	93		189

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

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	17	$	15	$	20
Additions for tax positions of the current period	—		—		—
Additions for tax positions of prior years	—		5		3
Reductions for tax positions of prior years	(1)		(1)		(7)
Settlements with tax authorities	(1)		(1)		(1)
Reductions due to the statute of limitations	(7)		(1)		—
Currency translation adjustment	—		—		—
Ending balance	$	8	$	17	$	15
Interest and penalties	5		6		6
Gross unrecognized tax benefits	$	13	$	23	$	21
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	8	$	17	$	15

Organization	12 Months Ended
Organization	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Nature of Operations XPO Logistics, Inc., together with its subsidiaries (“XPO” or “we”), is a leading provider of freight transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply chains, primarily by providing less-than-truckload (“LTL”) and truck brokerage services. See Note 4—Segment Reporting and Geographic Information for additional information on our operations. On August 2, 2021, we completed the previously announced spin-off of our Logistics segment in a transaction intended to qualify as tax-free to XPO and our stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of GXO Logistics, Inc. (“GXO”) to XPO stockholders. XPO stockholders received one share of GXO common stock for every share of XPO common stock held at the close of business on July 23, 2021, the record date for the distribution. XPO does not beneficially own any shares of GXO’s common stock following the spin-off. GXO is an independent public company trading under the symbol “GXO” on the New York Stock Exchange. The historical results of operations and the financial position of our Logistics segment for periods prior to the spin-off are presented as discontinued operations in these consolidated financial statements. For information on our discontinued operations, see Note 3—Discontinued Operations.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Most of our leases are real estate leases. In addition, we lease trucks, trailers, containers and material handling equipment.

The components of our lease expense and gain realized on sale-leaseback transactions were as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Operating lease cost	$	235	$	221	$	197
Short-term lease cost	150		86		88
Variable lease cost	32		29		25
Total operating lease cost	$	417	$	336	$	310
Finance lease cost:
Amortization of leased assets	$	53	$	43	$	43
Interest on lease liabilities	5		5		5
Total finance lease cost	$	58	$	48	$	48
Total lease cost	$	475	$	384	$	358
Gain recognized on sale-leaseback transactions (1)	$	69	$	84	$	93

(1) For the years ended December 31, 2021, 2020 and 2019, we completed multiple sale-leaseback transactions for land and buildings, including a sale and partial leaseback of our shared-services center in Portland, Oregon in 2019. We received aggregate cash proceeds of $96 million, $143 million and $199 million in 2021, 2020 and 2019, respectively. Gains on sale-leaseback transactions are included in Direct operating expense (exclusive of depreciation and amortization) in our Consolidated Statements of Income.

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2021			2020
Operating leases:
Operating lease assets	$	908		$	844

Short-term operating lease liabilities	$	170		$	152
Operating lease liabilities	752			696
Total operating lease liabilities	$	922		$	848
Finance leases:
Property and equipment, gross	$	403		$	392
Accumulated depreciation	(156)			(135)
Property and equipment, net	$	247		$	257

Short-term borrowings and current maturities of long-term debt	$	57		$	59
Long-term debt	180			193
Total finance lease liabilities	$	237		$	252
Weighted-average remaining lease term:
Operating leases	8 years			7 years
Finance leases	6 years			6 years
Weighted-average discount rate:
Operating leases	4.86		%	5.26		%
Finance leases	1.98		%	2.33		%

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	224	$	223	$	201
Operating cash flows for finance leases	5		5		5
Financing cash flows for finance leases	75		59		51
Leased assets obtained in exchange for new lease obligations:
Operating leases	271		268		344
Finance leases	71		46		53

Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating lease liability, are reflected in Depreciation, amortization and net lease activity on our Consolidated Statements of Cash Flows.

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


(In millions)	Finance Leases		Operating Leases
2022	$	61	$	206
2023	56		189
2024	49		151
2025	34		113
2026	18		88
Thereafter	37		373
Total lease payments	255		1,120
Less: interest	(18)		(198)
Present value of lease liabilities	$	237	$	922

As of December 31, 2021, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $11 million. These operating leases will commence in 2022 with initial lease terms of 3 years to 7 years.

Leases

Most of our leases are real estate leases. In addition, we lease trucks, trailers, containers and material handling equipment.

The components of our lease expense and gain realized on sale-leaseback transactions were as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Operating lease cost	$	235	$	221	$	197
Short-term lease cost	150		86		88
Variable lease cost	32		29		25
Total operating lease cost	$	417	$	336	$	310
Finance lease cost:
Amortization of leased assets	$	53	$	43	$	43
Interest on lease liabilities	5		5		5
Total finance lease cost	$	58	$	48	$	48
Total lease cost	$	475	$	384	$	358
Gain recognized on sale-leaseback transactions (1)	$	69	$	84	$	93

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2021			2020
Operating leases:
Operating lease assets	$	908		$	844

Short-term operating lease liabilities	$	170		$	152
Operating lease liabilities	752			696
Total operating lease liabilities	$	922		$	848
Finance leases:
Property and equipment, gross	$	403		$	392
Accumulated depreciation	(156)			(135)
Property and equipment, net	$	247		$	257

Short-term borrowings and current maturities of long-term debt	$	57		$	59
Long-term debt	180			193
Total finance lease liabilities	$	237		$	252
Weighted-average remaining lease term:
Operating leases	8 years			7 years
Finance leases	6 years			6 years
Weighted-average discount rate:
Operating leases	4.86		%	5.26		%
Finance leases	1.98		%	2.33		%

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	224	$	223	$	201
Operating cash flows for finance leases	5		5		5
Financing cash flows for finance leases	75		59		51
Leased assets obtained in exchange for new lease obligations:
Operating leases	271		268		344
Finance leases	71		46		53

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


(In millions)	Finance Leases		Operating Leases
2022	$	61	$	206
2023	56		189
2024	49		151
2025	34		113
2026	18		88
Thereafter	37		373
Total lease payments	255		1,120
Less: interest	(18)		(198)
Present value of lease liabilities	$	237	$	922

Debt - Schedule of Debt Maturity (Details) $ in Millions	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0
2023	0
2024	1
2025	3,153
2026	1
Thereafter	$ 301

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 37	$ 41	$ 56
Tax benefit on stock-based compensation	(5)	(13)	(2)
Restricted stock and restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	28	32	24
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	9	2	5
Cash-settled performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 0	$ 7	$ 27

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation of property and equipment and amortization of computer software	$ 388	$ 382	$ 370

Discontinued Operations and Disposal Groups - Narrative (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations, net of taxes	$ (4)	$ (78)	$ 45	$ 55	$ 62	$ 61	$ (27)	$ 34	$ 18	$ 130	$ 199
Spinoff
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred cost									125
Income from discontinued operations, net of taxes									101
GXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net proceeds to fund a cash payment												$ 794
GXO \| Separation And Distribution Agreements \| Affiliated Entity
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Due from related parties	23								23
Self insurance reserve	$ 21								$ 21

Debt - Letters of Credit Facility (Details) - USD ($)	12 Months Ended
Debt - Letters of Credit Facility (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Uncommitted Secured Letter Of Credit Facility
Line of Credit Facility [Line Items]
Secured revolving loan credit agreement amount	$ 198,000,000	$ 200,000,000
Letter of Credit
Line of Credit Facility [Line Items]
Term of debt instrument (years)	1 year
Renewal term (years)	1 year

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings per Share, Basic and Diluted

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


		Years Ended December 31,
(In millions, except per share data)		2021		2020		2019
Basic earnings (loss) per common share
	Income (loss) from continuing operations	$	323	$	(13)	$	241
	Net loss from continuing operations attributable to noncontrolling interests	—		3		—
	Net income (loss) from continuing operations attributable to XPO	323		(10)		241
	Preferred stock conversion charge	—		(22)		—
	Series A preferred stock dividends	—		(3)		(3)
	Non-cash allocation of undistributed earnings	—		(6)		(37)
	Net income (loss) from continuing operations attributable to common shares	$	323	$	(41)	$	201

	Income from discontinued operations, net of taxes	$	18	$	130	$	199
	Net income from discontinued operations attributable to noncontrolling interests	(5)		(10)		(21)
	Net income from discontinued operations attributable to common shares	$	13	$	120	$	178

	Net income (loss) from continuing operations attributable to common shares, basic	$	323	$	(41)	$	201
	Net income from discontinued operations attributable to common shares, basic	13		120		178
Net income attributable to common shares, basic		$	336	$	79	$	379

Basic weighted-average common shares		112		92		96

Basic earnings (loss) from continuing operations per share		$	2.88	$	(0.45)	$	2.09
Basic earnings from discontinued operations per share		0.11		1.32		1.86
Basic earnings per share		$	2.99	$	0.87	$	3.95

Diluted earnings (loss) per common share
	Net income (loss) from continuing operations attributable to common shares, diluted	$	323	$	(41)	$	201
	Net income from discontinued operations attributable to common shares, diluted	13		120		178
Net income attributable to common shares, diluted		$	336	$	79	$	379

Basic weighted-average common shares		112		92		96

	Dilutive effect of stock-based awards and warrants	2		—		10
Diluted weighted-average common shares		114		92		106

Diluted earnings (loss) from continuing operations per share		$	2.82	$	(0.45)	$	1.89
Diluted earnings from discontinued operations per share		0.11		1.32		1.68
Diluted earnings per share		$	2.93	$	0.87	$	3.57

Potential common shares excluded		—		20		10

Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Basic earnings (loss) per common share
Income (loss) from continuing operations	$ 126	$ 21	$ 113	$ 63	$ 66	$ 37	$ (107)	$ (9)	$ 323	$ (13)	$ 241
Net loss from continuing operations attributable to noncontrolling interests									0	3	0
Net income (loss) from continuing operations attributable to XPO									323	(10)	241
Preferred stock conversion charge									0	(22)	0
Series A preferred stock dividends									0	(3)	(3)
Non-cash allocation of undistributed earnings									0	(6)	(37)
Net income (loss) from continuing operations attributable to common shares, basic	126	21	113	63	34	28	(105)	(11)	323	(41)	201
Income from discontinued operations, net of taxes	(4)	(78)	45	55	62	61	(27)	34	18	130	199
Net income from discontinued operations attributable to noncontrolling interests									(5)	(10)	(21)
Net income from discontinued operations attributable to GXO	(4)	(78)	43	52	59	56	(27)	32	13	120	178
Net income (loss) from continuing operations attributable to common shares, basic	126	21	113	63	34	28	(105)	(11)	323	(41)	201
Net income from discontinued operations attributable to common shares, basic	(4)	(78)	43	52	59	56	(27)	32	13	120	178
Net income (loss) attributable to common shareholders, basic	$ 122	$ (57)	$ 156	$ 115	$ 93	$ 84	$ (132)	$ 21	$ 336	$ 79	$ 379
Basic weighted-average common shares (in shares)									112	92	96
Continuing operations, basic (in dollars per share)	$ 1.09	$ 0.19	$ 1.01	$ 0.59	$ 0.37	$ 0.30	$ (1.16)	$ (0.11)	$ 2.88	$ (0.45)	$ 2.09
Basic earnings from discontinued operations per share (in dollars per share)	(0.03)	(0.69)	0.38	0.49	0.64	0.63	(0.29)	0.34	0.11	1.32	1.86
Basic earnings per share attributable to common shareholders (usd per share)	$ 1.06	$ (0.50)	$ 1.39	$ 1.08	$ 1.01	$ 0.93	$ (1.45)	$ 0.23	$ 2.99	$ 0.87	$ 3.95
Diluted earnings (loss) per common share
Net income (loss) from continuing operations attributable to common shares, diluted	$ 126	$ 21	$ 113	$ 63	$ 34	$ 28	$ (105)	$ (11)	$ 323	$ (41)	$ 201
Net income from discontinued operations attributable to common shares, diluted	(4)	(78)	43	52	59	56	(27)	32	13	120	178
Net income (loss) attributable to common shareholders, diluted	$ 122	$ (57)	$ 156	$ 115	$ 93	$ 84	$ (132)	$ 21	$ 336	$ 79	$ 379
Basic weighted-average common shares (in shares)									112	92	96
Dilutive effect of stock-based awards and warrants (in shares)									2	0	10
Diluted weighted-average common shares (in shares)									114	92	106
Diluted earnings (loss) from continuing operations per share (in dollars per share)	$ 1.08	$ 0.19	$ 1.00	$ 0.56	$ 0.33	$ 0.27	$ (1.16)	$ (0.11)	$ 2.82	$ (0.45)	$ 1.89
Diluted earnings from discontinued operations per share (in dollars per share)	(0.03)	(0.68)	0.38	0.46	0.58	0.56	(0.29)	0.34	0.11	1.32	1.68
Diluted earnings per share attributable to common shareholders (usd per share)	$ 1.05	$ (0.49)	$ 1.38	$ 1.02	$ 0.91	$ 0.83	$ (1.45)	$ 0.23	$ 2.93	$ 0.87	$ 3.57
Potential common shares excluded (in shares)									0	20	10

Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Following the spin-off, we adopted a new format for our Consolidated Statements of Income to separately present depreciation and amortization expense, transaction and integration costs and restructuring costs from other operating expenses. We have recast prior year amounts to conform to the current year’s presentation.
Consolidation	Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European Trade Securitization Program discussed below in this Note and in Note 12—Debt. We have a controlling financial interest in entities generally when we own a majority of the voting interest.
Revenue Recognition	Revenue Recognition We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. We generate revenue by providing less-than-truckload, truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract. A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service. Generally, we can adjust our pricing 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 Costs	Contract Costs We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Direct operating expense (exclusive of depreciation and amortization).
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, 2021, 2020 and 2019, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $10 million, $11 million and $10 million, respectively.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Credit Losses We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in 2020 and in accordance with Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible.
Trade Receivables Securitization and Factoring Programs	Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. Our European business participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. The program expires in July 2024. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Consolidated Balance Sheets at the date of transfer. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Consolidated Balance Sheets.
Property and Equipment	Property and Equipment We generally record property and equipment at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology.
Leases	Leases We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the index that matches our credit rating, and then adjusts as if the borrowings were collateralized. We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 8—Leases.
Asset Retirement Obligations	Asset Retirement Obligations A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset.
Goodwill	Goodwill We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors. For our 2021 goodwill assessment, we performed a step-zero qualitative analysis for our three reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our 2020 goodwill assessment, we performed a quantitative analysis for the five reporting units that existed at the time of the assessment using a combination of income and market approaches with the assistance of a third-party valuation appraiser. As of August 31, 2020, we completed our annual impairment test for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill. Our number of reporting units decreased from five in 2020 to three in 2021 as a result of the spin-off and other organizational changes. The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.
Intangible Assets	Intangible AssetsOur intangible assets subject to amortization consist primarily of customer relationships. We review 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. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized.
Self-Insurance	Self-Insurance We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than estimates.
Advertising Costs	Advertising Costs Advertising costs are expensed as incurred.
Stockholders' Equity	Stockholders’ Equity We retire shares purchased under our share repurchase program and return them to authorized and unissued status. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.
Income Taxes	Income Taxes We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize 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 our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-off of GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. We convert foreign currency transactions recognized on our Consolidated Statements of Income 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 Foreign currency (gain) loss on our Consolidated Statements of Income.
Fair Value Measurements	Fair Value Measurements 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.
Estimated Fair Value of Financial Instruments	We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2021 and 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program.
Derivative Instruments	Derivative Instruments We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income.
Defined Benefit Pension Plans	Defined Benefit Pension Plans We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation 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 our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions. The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.
Stock-Based Compensation	Stock-Based Compensation We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur. We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PRSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PRSU award is considered probable.
Adoption of New Accounting Standard and Accounting Pronouncements Issued but Not Yet Effective	Adoption of New Accounting Standard In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncements Issued but Not Yet Effective In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU increases the transparency surrounding government assistance by requiring disclosure of (i) the types of assistance received, (ii) an entity’s accounting for the assistance and (iii) the effect of the assistance on the entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of the new guidance, which is limited to financial statement disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance.
Segment Reporting and Geographical Information	Segment Reporting and Geographic Information In connection with the spin-off, we revised our reportable segments to reflect how our chief operating decision maker (“CODM”) makes decisions related to resource allocation and segment performance. Prior to the spin-off, we had two reportable segments: Transportation and Logistics. Following the spin-off, we have two reportable segments: (i) North American LTL and (ii) Brokerage and Other Services. In our North American LTL segment, we provide our customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. Our services include cross-border U.S. service to and from Mexico and Canada, as well as intra-Canada service. In our Brokerage and Other Services segment, shippers create the truckload demand and we place their freight with qualified carriers, pricing our service on either a spot or contract basis. Our Brokerage and Other Services segment also includes last mile logistics for heavy goods sold through e-commerce, omnichannel retail and direct-to-consumer channels. Several other non-core brokered freight transportation modes are included in our Brokerage and Other Services segment, as well as our European transportation offerings. Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM. During the third quarter of 2021, our CODM began evaluating segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income (loss) from continuing operations before debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, litigation settlements for significant matters, transaction and integration costs, restructuring costs and other adjustments. Prior to the change in our reporting segments in the third quarter of 2021, our CODM used operating income as the measure of segment profit (loss). Prior period segment disclosures have been recast to conform to the current period presentation. Selected financial data for our segments is as follows:
Earnings per Share	Earnings Per ShareWe compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 and 2019 consisted of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares. As discussed in Note 14—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock.

Discontinued Operations - Assets and Liabilities from Discontinued Operations of GXO (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Cash and cash equivalents		$ 323
Accounts receivable, net		1,212
Other current assets		129
Total current assets of discontinued operations	$ 26	1,664
Property and equipment, net		770
Operating lease assets		1,434
Goodwill		2,063
Identifiable intangible assets, net		299
Other long-term assets		100
Total long-term assets of discontinued operations	0	4,666
Accounts payable		408
Accrued expenses		770
Short-term borrowings and current finance lease liabilities		57
Short-term operating lease liabilities		332
Other current liabilities		161
Total current liabilities of discontinued operations	24	1,728
Long-term debt and finance lease liabilities		129
Deferred tax liability		85
Long-term operating lease liabilities		1,099
Other long-term liabilities		117
Total long-term liabilities of discontinued operations	$ 0	$ 1,430

Organization (Details) - GXO Logistics	Aug. 02, 2021
Variable Interest Entity [Line Items]
Spin-off percentage	100.00%
Stockholders received shares of common stock (in shares)	1

Income Taxes - Change in Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 40	$ 33	$ 38
Additions	43	8	3
Reductions	(46)	(1)	(8)
Ending Balance	$ 37	$ 40	$ 33

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

Our unaudited results of operations for each of the quarters in the years ended December 31, 2021 and 2020 are summarized below:



(In millions, except per share data)	First Quarter		Second Quarter		Third Quarter (2)		Fourth Quarter
2021
Revenue	$	2,989	$	3,186	$	3,270	$	3,361
Operating income	139		191		112		174
Income from continuing operations	63		113		21		126
Income (loss) from discontinued operations, net of taxes	55		45		(78)		(4)
Net income (loss)	118		158		(57)		122
Net income (loss) attributable to common shareholders: (1)
Continuing operations	63		113		21		126
Discontinued operations	52		43		(78)		(4)
Net income (loss) attributable to common shareholders	115		156		(57)		122
Basic earnings (loss) per share: (1)
Continuing operations	0.59		1.01		0.19		1.09
Discontinued operations	0.49		0.38		(0.69)		(0.03)
Basic earnings (loss) per share attributable to common shareholders	1.08		1.39		(0.50)		1.06
Diluted earnings (loss) per share: (1)
Continuing operations	0.56		1.00		0.19		1.08
Discontinued operations	0.46		0.38		(0.68)		(0.03)
Diluted earnings (loss) per share attributable to common shareholders	1.02		1.38		(0.49)		1.05

(2) The third quarter of 2021 included a litigation settlement charge of $29 million.



(In millions, except per share data)	First Quarter (2)		Second Quarter (3)		Third Quarter		Fourth Quarter (4)
2020
Revenue	$	2,459	$	2,127	$	2,675	$	2,938
Operating income (loss)	38		(101)		138		153
Income (loss) from continuing operations	(9)		(107)		37		66
Income (loss) from discontinued operations, net of taxes	34		(27)		61		62
Net income (loss)	25		(134)		98		128
Net income (loss) attributable to common shareholders: (1)
Continuing operations	(11)		(105)		28		34
Discontinued operations	32		(27)		56		59
Net income (loss) attributable to common shareholders	21		(132)		84		93
Basic earnings (loss) per share: (1)
Continuing operations	(0.11)		(1.16)		0.30		0.37
Discontinued operations	0.34		(0.29)		0.63		0.64
Basic earnings (loss) per share attributable to common shareholders	0.23		(1.45)		0.93		1.01
Diluted earnings (loss) per share: (1)
Continuing operations	(0.11)		(1.16)		0.27		0.33
Discontinued operations	0.34		(0.29)		0.56		0.58
Diluted earnings (loss) per share attributable to common shareholders	0.23		(1.45)		0.83		0.91

(2) The first quarter of 2020 included transaction and integration costs of $37 million.

(3) The second quarter of 2020 included transaction and integration costs of $29 million and restructuring costs of $28 million.

Segment Reporting and Geographic Information - Selected Financial Data for Each Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenue									$ 12,806	$ 10,199	$ 10,681
Total adjusted EBITDA									1,239	847	1,090
Debt extinguishment loss									(54)	0	(5)
Interest expense									211	307	268
Income tax provision (benefit)									87	(22)	60
Depreciation and amortization expense									476	470	467
Unrealized (gain) loss on foreign currency option and forward contracts									1	(1)	9
Litigation settlements		$ 29							31	0	0
Transaction and integration costs			$ 29					$ 37	37	75	5
Restructuring costs			28						19	31	35
Income (loss) from continuing operations	$ 126	$ 21	$ 113	$ 63	$ 66	$ 37	$ (107)	$ (9)	323	(13)	241
Operating Segments \| North American LTL
Segment Reporting Information [Line Items]
Revenue									4,118	3,539	3,791
Total adjusted EBITDA									904	764	851
Depreciation and amortization expense									226	224	227
Transaction and integration costs									1	5
Operating Segments \| Brokerage and Other Services
Segment Reporting Information [Line Items]
Revenue									8,907	6,800	7,041
Total adjusted EBITDA									547	284	406
Depreciation and amortization expense									240	229	220
Transaction and integration costs									16	16
Eliminations
Segment Reporting Information [Line Items]
Revenue									(219)	(140)	(151)
Corporate
Segment Reporting Information [Line Items]
Total adjusted EBITDA									(212)	(201)	(167)
Depreciation and amortization expense									10	17	$ 20
Transaction and integration costs									$ 20	$ 54

Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Definite-lived intangibles
Accumulated Amortization	$ 612	$ 536
Customer relationships
Definite-lived intangibles
Gross Carrying Amount	1,192	1,211
Accumulated Amortization	$ 612	$ 536

Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 75
2023	65
2024	64
2025	62
2026	62
Thereafter	$ 252

Segment Reporting and Geographic Information - Narrative (Details) $ in Millions	5 Months Ended	7 Months Ended
	Dec. 31, 2021 USD ($) segment	Aug. 02, 2021 segment	Dec. 31, 2020 USD ($)
Segment Reporting [Abstract]
Number of reporting segments \| segment	2	2
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 1,808		$ 1,891
Foreign Countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 422		$ 465

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
U.S. Federal	$ 56	$ 30	$ (3)
State	13	7	1
Foreign	13	16	22
Total current income tax provision	82	53	20
Deferred:
U.S. Federal	(10)	(40)	52
State	(7)	(3)	4
Foreign	22	(32)	(16)
Total deferred income tax provision (benefit)	5	(75)	40
Total income tax provision (benefit)	$ 87	$ (22)	$ 60

Leases - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating leases that have not yet commenced, undiscounted lease payments	$ 11
Minimum
Lessee, Lease, Description [Line Items]
Operating leases that have not yet commenced, term (in years)	3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating leases that have not yet commenced, term (in years)	7 years

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Fair value of debt	$ 3,811	$ 6,908
Level 1
Debt Instrument [Line Items]
Fair value of debt	1,571	4,429
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 2,240	$ 2,479

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 260	$ 1,731
Accounts receivable, net of allowances of $47 and $46, respectively	2,105	1,680
Other current assets	286	303
Current assets of discontinued operations	26	1,664
Total current assets	2,677	5,378
Long-term assets
Property and equipment, net of $1,828 and $1,646 in accumulated depreciation, respectively	1,808	1,891
Operating lease assets	908	844
Goodwill	2,479	2,536
Identifiable intangible assets, net of $612 and $536 in accumulated amortization, respectively	580	675
Other long-term assets	255	187
Long-term assets of discontinued operations	0	4,666
Total long-term assets	6,030	10,799
Total assets	8,707	16,177
Current liabilities
Accounts payable	1,110	854
Accrued expenses	1,107	1,044
Short-term borrowings and current maturities of long-term debt	58	1,281
Short-term operating lease liabilities	170	152
Other current liabilities	69	102
Current liabilities of discontinued operations	24	1,728
Total current liabilities	2,538	5,161
Long-term liabilities
Long-term debt	3,514	5,240
Deferred tax liability	316	286
Employee benefit obligations	122	131
Long-term operating lease liabilities	752	696
Other long-term liabilities	327	384
Long-term liabilities of discontinued operations	0	1,430
Total long-term liabilities	5,031	8,167
Stockholders’ equity
Convertible perpetual preferred stock, value	0	1
Common stock, $0.001 par value; 300 shares authorized; 115 and 102 shares issued and outstanding as of December 31, 2021 and 2020, respectively	0	0
Additional paid-in capital	1,179	1,998
Retained earnings	43	868
Accumulated other comprehensive loss	(84)	(158)
Total stockholders’ equity before noncontrolling interests	1,138	2,709
Noncontrolling interests	0	140
Total equity	1,138	2,849
Total liabilities and equity	$ 8,707	$ 16,177

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Allocated Share-based Compensation Expense

Our stock-based compensation expense is recorded in SG&A on our Consolidated Statements of Income:


	Years ended December 31,
(In millions)	2021		2020		2019
Restricted stock and restricted stock units	$	28	$	32	$	24
Performance-based restricted stock units	9		2		5
Cash-settled performance-based restricted stock units	—		7		27

Total stock-based compensation expense	$	37	$	41	$	56
Tax benefit on stock-based compensation	$	(5)	$	(13)	$	(2)

Equity Awards Outstanding and Exercisable

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


	Stock Options
	Number of Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2020 (1)	42,755	$	21.01	3.36
Granted (2)	—	—
Exercised	(51,783)	14.62
Forfeited	—	—
Effect of spin-off (3)	15,636	NM
Outstanding as of December 31, 2021	6,608	$	9.80	0.93
Options exercisable as of December 31, 2021	6,608	$	9.80	0.93

NM - Not meaningful

(1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan.

(2) The above table excludes stock option awards that were granted in 2021 that subsequently converted to awards issued under GXO’s incentive plan.

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


	RSUs			PRSUs
	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PRSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020 (1)	1,615,812	$	67.43	1,856,561	$	45.39
Granted	839,372	87.13		70,954	80.67
Vested	(578,216)	68.31		(22,617)	75.00
Forfeited and canceled	(337,312)	105.04		(597,739)	44.19
Effect of spin-off (2)	(78,046)	NM		699,076	NM
Outstanding as of December 31, 2021	1,461,610	$	54.81	2,006,235	$	46.19

NM - Not meaningful

(1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan.

Derivative Instruments - Narrative (Details) $ in Millions	12 Months Ended
Derivative Instruments - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($) contract	Dec. 31, 2020 USD ($) contract	Dec. 31, 2019 USD ($)
Derivatives not designated as hedges
Derivative [Line Items]
Pre-tax gain (loss) recognized in earnings	$ (1)	$ 1	$ (9)
Foreign currency forward contracts \| Derivatives not designated as hedges
Derivative [Line Items]
Number of contracts outstanding \| contract	0	0
Foreign currency forward contracts \| Derivatives not designated as hedges \| Maximum
Derivative [Line Items]
Derivative, term of contract (in months)	12 months
Cross-currency swap agreements \| GXO
Derivative [Line Items]
Currency swaps with a fair value	$ (28)

Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill


(In millions)	North American LTL		Brokerage and Other Services		Total
Goodwill as of December 31, 2019	$	722	$	1,752	$	2,474
Impact of foreign exchange translation and other	—		62		62
Goodwill as of December 31, 2020	722		1,814		2,536
Impact of foreign exchange translation and other	—		(57)		(57)
Goodwill as of December 31, 2021	$	722	$	1,757	$	2,479

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) from continuing operations before taxes related to our U.S. and foreign operations was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
U.S.	$	420	$	45	$	286
Foreign	(10)		(80)		15
Income (loss) from continuing operations before income tax provision (benefit)	$	410	$	(35)	$	301

The income tax provision (benefit) is comprised of the following:


	Years Ended December 31,
(In millions)	2021		2020		2019
Current:
U.S. Federal	$	56	$	30	$	(3)
State	13		7		1
Foreign	13		16		22
Total current income tax provision	$	82	$	53	$	20
Deferred:
U.S. Federal	$	(10)	$	(40)	$	52
State	(7)		(3)		4
Foreign	22		(32)		(16)
Total deferred income tax provision (benefit)	5		(75)		40
Total income tax provision (benefit)	$	87	$	(22)	$	60

The effective tax rate reconciliations were as follows:


	Years Ended December 31,
	2021		2020		2019
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of U.S. federal benefit	2.4		(7.4)		1.2

Foreign operations (1)	10.3		16.9		(1.1)
Contribution- and margin-based taxes	1.2		(22.4)		2.8

Changes in uncertain tax positions	(2.1)		(10.8)		(1.6)
Non-deductible compensation	1.8		(0.4)		0.1
Provision to return adjustments	1.2		11.4		(1.4)
Effect of law changes	(1.0)		(3.9)		0.8
Stock-based compensation	(1.4)		42.0		(0.9)
Long-term capital loss	(11.0)		—		—
Other (2)	(1.1)		17.0		(1.2)
Effective tax rate	21.3	%	63.4	%	19.7	%

Components of the Net Deferred Tax Asset or Liability

The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability were as follows:


	Years Ended December 31,
(In millions)	2021		2020
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	77	$	72
Accrued expenses	60		87
Pension and other retirement obligations	—		21
Other	46		69
Total deferred tax asset	183		249
Valuation allowance	(37)		(40)
Total deferred tax asset, net	146		209
Deferred tax liability
Intangible assets	(172)		(194)
Property and equipment	(252)		(256)
Pension and other retirement obligations	(6)		—
Other	(24)		(38)
Total deferred tax liability	(454)		(488)
Net deferred tax liability	$	(308)	$	(279)

The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows:


	December 31,
(In millions)	2021		2020
Other long-term assets	$	8	$	7
Deferred tax liability	(316)		(286)
Net deferred tax liability	$	(308)	$	(279)

Operating Loss and Tax Credit Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2021		2020
Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries)	2033 - 2037 (1)	$	14	$	22
Federal long-term capital loss carryforwards	2027	126		—
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2022 (1)	24		26
Federal tax credit carryforwards	Various times starting in 2032	1		—
State tax credit carryforward	Various times starting in 2022 (1)	3		4
Foreign net operating losses available to offset future taxable income	Various times starting in 2022 (1)	93		189

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

Valuation Allowance

We established a valuation allowance for some of our deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. We concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.

The balances and activity related to our valuation allowance were as follows:


(In millions)	Beginning Balance		Additions		Reductions		Ending Balance
Year Ended December 31, 2021	$	40	$	43	$	(46)	$	37
Year Ended December 31, 2020	33		8		(1)		40
Year Ended December 31, 2019	38		3		(8)		33

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	17	$	15	$	20
Additions for tax positions of the current period	—		—		—
Additions for tax positions of prior years	—		5		3
Reductions for tax positions of prior years	(1)		(1)		(7)
Settlements with tax authorities	(1)		(1)		(1)
Reductions due to the statute of limitations	(7)		(1)		—
Currency translation adjustment	—		—		—
Ending balance	$	8	$	17	$	15
Interest and penalties	5		6		6
Gross unrecognized tax benefits	$	13	$	23	$	21
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	8	$	17	$	15

We could reflect a reduction to unrecognized tax benefits of up to $1 million over the next 12 months due to the statute of limitations lapsing on positions or because tax positions are sustained on audit.

We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2021, we have no tax years under examination by the IRS. We have various U.S. state and local examinations and non-U.S. examinations in process. The U.S. federal tax returns after 2008, state and local returns after 2013, and non-U.S. returns after 2010 are open under relevant statutes of limitations and are subject to audit.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

+ Details

Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) - Customer relationships	12 Months Ended
	Dec. 31, 2021
Minimum
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated useful life	5 years
Maximum
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated useful life	16 years

Debt - Trade Securitization Program (Details) € in Millions	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)
Debt Instrument [Line Items]
Long-term debt	$ 3,514,000,000	$ 5,240,000,000
Carrying Value
Debt Instrument [Line Items]
Long-term debt	3,514,000,000	5,240,000,000
Borrowings related to securitization program \| Carrying Value
Debt Instrument [Line Items]
Long-term debt	$ 0	$ 24,000,000	€ 20

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Allowance for Doubtful Accounts Rollforward

The roll-forward of the allowance for credit losses was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	46	$	38	$	41
Provision charged to expense	28		45		20
Write-offs, less recoveries, and other adjustments	(27)		(41)		(23)
Cumulative effect adjustment for adoption of ASU 2016-13	—		4		—
Ending balance	$	47	$	46	$	38

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to the trade receivables sold was as follows:


	Years Ended December 31,
(In millions)	2021 (1)		2020 (1)		2019 (1)
Securitization programs
Receivables sold in period	$	1,726	$	1,377	$	1,217
Cash consideration	1,726		1,377		1,161
Deferred purchase price	—		—		57

Factoring programs
Receivables sold in period	72		76		64
Cash consideration	72		75		65

(1) Information for the years ended December 31, 2021, 2020 and 2019 exclude the impact of the Logistics segment.

Summary of Property and Equipment

We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, containers, tractors, trailers and tankers						3 to 15 years
Rail cars and chassis						15 to 30 years
Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 6 years


	December 31,
(In millions)	2021		2020
Property and equipment
Land	$	276	$	297
Buildings and leasehold improvements	380		375
Vehicles, tractors, trailers and tankers	1,825		1,791
Machinery and equipment	270		264
Computer software and equipment	885		810
	3,636		3,537
Less: accumulated depreciation and amortization	(1,828)		(1,646)
Total property and equipment, net	$	1,808	$	1,891
Net book value of capitalized internally-developed software included in property and equipment, net	$	230	$	248

Schedule of Accrued Expenses

The components of accrued expenses as of December 31, 2021 and 2020 are as follows:


	As of December 31,
(In millions)	2021		2020
Accrued salaries and wages	$	375	$	392
Accrued transportation and facility charges	390		303
Other accrued expenses	342		349
Total accrued expenses	$	1,107	$	1,044

Schedule of Accumulated Other Comprehensive Income

The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2021 and 2020, are as follows:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans Liability		Less: AOCI Attributable to Noncontrolling Interests		AOCI Attributable to XPO
As of December 31, 2019	$	(120)	$	5	$	(31)	$	1	$	(145)
Other comprehensive income (loss)	121		(17)		(116)		(6)		(18)
Amounts reclassified from AOCI	(9)		15		(1)		—		5
Net current period other comprehensive income (loss)	112		(2)		(117)		(6)		(13)
As of December 31, 2020	(8)		3		(148)		(5)		(158)
Other comprehensive income (loss)	(79)		4		34		2		(39)
Amounts reclassified from AOCI	(6)		(7)		—		—		(13)
Net current period other comprehensive income (loss)	(85)		(3)		34		2		(52)
Spin-off of GXO	41		—		82		3		126
As of December 31, 2021	$	(52)	$	—	$	(32)	$	—	$	(84)

Summary of Fair Value Hierarchy of Cash Equivalents

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2021	$	181	$	181	$	181
December 31, 2020	1,685		1,685		1,685

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
December 31, 2021	$	3,811	$	1,571	$	2,240
December 31, 2020	6,908		4,429		2,479

Leases - Components of Lease Expense and Gain Realized on Sales Leaseback Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 235	$ 221	$ 197
Short-term lease cost	150	86	88
Variable lease cost	32	29	25
Total operating lease cost	417	336	310
Amortization of leased assets	53	43	43
Interest on lease liabilities	5	5	5
Total finance lease cost	58	48	48
Total lease cost	475	384	358
Gain recognized on sale-leaseback transactions	69	84	93
Cash proceeds from sale-leaseback transactions	$ 96	$ 143	$ 199

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 17	$ 15	$ 20
Additions for tax positions of the current period	0	0	0
Additions for tax positions of prior years	0	5	3
Reductions for tax positions of prior years	(1)	(1)	(7)
Settlements with tax authorities	(1)	(1)	(1)
Reductions due to the statute of limitations	(7)	(1)	0
Currency translation adjustment	0	0	0
Ending balance	8	17	15
Interest and penalties	5	6	6
Gross unrecognized tax benefits	13	23	21
Gross unrecognized tax benefits	$ 8	$ 17	$ 15

Employee Benefit Plans - Accumulated Other Comprehensive Income and Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net periodic benefit (income) expense:
Interest cost	$ 39	$ 54	$ 66
Expected return on plan assets	(101)	(102)	(90)
Amortization of actuarial loss	1	0	0
Net periodic benefit income	(61)	(48)	(24)
Amounts recognized in Other comprehensive income (loss):
Actuarial (gain) loss	(7)	45	(49)
Reclassification of recognized AOCI gain due to settlements	0	0	0
(Gain) loss recognized in Other comprehensive income (loss)	$ (7)	$ 45	$ (49)
Qualified Plans
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	1.96%	2.96%
Discount rate - benefit obligations	2.84%	2.48%
Expected long-term rate of return on plan assets	5.00%	5.60%
Qualified Plans \| Minimum
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs			4.08%
Discount rate - benefit obligations			3.35%
Expected long-term rate of return on plan assets			5.80%
Non-Qualified Plans \| Minimum
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	1.11%	2.40%	3.65%
Discount rate - benefit obligations	2.19%	1.62%	2.72%
Non-Qualified Plans \| Maximum
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	1.71%	2.78%	3.95%
Discount rate - benefit obligations	2.72%	2.30%	3.20%

Basis of Presentation and Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) bank segment	Dec. 31, 2020 USD ($) segment	Dec. 31, 2020 EUR (€) segment	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2021 EUR (€)	Jun. 30, 2021 EUR (€)
Noncontrolling Interest [Line Items]
Number of banks, trade receivable securitization program \| bank	2
Cash collected on deferred purchase price receivable	$ 0	$ 0		$ 75,000,000
Number of reporting units \| segment	3	5	5
Goodwill impairment	$ 0	$ 0
XPO Collections Designated Activity Company Limited \| Trade Receivables Securitization Program Two \| Affiliated Entity
Noncontrolling Interest [Line Items]
Secured revolving loan credit agreement amount	$ 227,000,000					€ 200,000,000
Accounts receivable from securitization \| €							€ 400,000,000
Weighted average interest rate	0.50%					0.50%
XPO Logistics Europe
Noncontrolling Interest [Line Items]
Buy-out offer and squeeze-out remaining percentage	3.00%					3.00%
Payments to acquire additional noncontrolling Interests	$ 128,000,000	$ 21,000,000	€ 17,000,000	$ 258,000,000	€ 234,000,000

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets			$ 6
Amortization expense on intangible assets	$ 86	$ 87	$ 96

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock options
Number of Stock Options
Options, outstanding at beginning of period (in shares)	42,755
Options, granted (in shares)	0
Options, exercised (in shares)	(51,783)
Options, forfeited (in shares)	0
Effect of spin-off (in shares)	15,636
Options, outstanding at end of period (in shares)	6,608	42,755
Options, exercisable (in shares)	6,608
Weighted-Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 21.01
Options, weighted average exercise price, granted (in usd per share)	0
Options, weighted average exercise price, exercised (in usd per share)	14.62
Options, weighted average exercise price, forfeited (in usd per share)	0
Options, weighted average exercise price, end of period (in usd per share)	9.80	$ 21.01
Options, weighted average exercise price, exercisable (in usd per share)	$ 9.80
Weighted-Average Remaining Term
Options, outstanding, weighted average remaining term	11 months 4 days	3 years 4 months 9 days
Options, exercisable, weighted average remaining term	11 months 4 days
Restricted stock and restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,615,812
Granted (in shares)	839,372
Vested (in shares)	(578,216)
Forfeited and canceled (in shares)	(337,312)
Effect of spin-off of GXO (in shares)	(78,046)
Outstanding at end of period (in shares)	1,461,610	1,615,812
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 67.43
Granted (in usd per share)	87.13
Vested (in usd per share)	68.31
Forfeited and canceled (in usd per share)	105.04
Outstanding at end of period (in usd per share)	$ 54.81	$ 67.43
Performance-based restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,856,561
Granted (in shares)	70,954
Vested (in shares)	(22,617)
Forfeited and canceled (in shares)	(597,739)
Effect of spin-off of GXO (in shares)	699,076
Outstanding at end of period (in shares)	2,006,235	1,856,561
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 45.39
Granted (in usd per share)	80.67
Vested (in usd per share)	75.00
Forfeited and canceled (in usd per share)	44.19
Outstanding at end of period (in usd per share)	$ 46.19	$ 45.39

Revenue Recognition - Performance Obligations (Details) $ in Millions	Dec. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 124
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	86.00%
Performance obligations expected to be satisfied, expected timing	3 years

Basis of Presentation and Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 181	$ 1,685
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	181	1,685
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 181	$ 1,685

Employee Benefit Plans - Funded Status of Plan (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Funded status at end of year	$ 84	$ 10
Amount recognized in balance sheet:
Long-term assets	156	88
Current liabilities	(5)	(5)
Long-term liabilities	(67)	(73)
Net pension asset recognized	84	10
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	72	$ 78
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded status at end of year	$ 156

Debt - Term Loan Facilities (Details)	1 Months Ended	12 Months Ended
Debt - Term Loan Facilities (Details)	Oct. 31, 2015	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Debt extinguishment loss		$ 54,000,000	$ 0	$ 5,000,000
Term loan facilities
Debt Instrument [Line Items]
Secured revolving loan credit agreement amount					$ 1,600,000,000
Debt extinguishment loss		$ 3,000,000
Annual effective interest rate		1.85%
Prepayment as percentage of excess cash flow	50.00%
Required leverage ratio (less than or equal to)		2.50
Incremental loan facility
Debt Instrument [Line Items]
Debt issuance price as percentage of par value		99.50%
Term Loan Facility, Scenario 1
Debt Instrument [Line Items]
Prepayment as percentage of excess cash flow	25.00%
Term Loan Facility, Scenario 1 \| Minimum
Debt Instrument [Line Items]
Required leverage ratio (less than or equal to)	2.50
Term Loan Facility, Scenario 1 \| Maximum
Debt Instrument [Line Items]
Required leverage ratio (less than or equal to)	3.00
Term Loan Facility, Scenario 2
Debt Instrument [Line Items]
Prepayment as percentage of excess cash flow	0.00%
Term Loan Facility, Scenario 2 \| Maximum
Debt Instrument [Line Items]
Required leverage ratio (less than or equal to)	2.50

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Components of Lease Expense and Gain Realized on Sales Leaseback Transactions

The components of our lease expense and gain realized on sale-leaseback transactions were as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Operating lease cost	$	235	$	221	$	197
Short-term lease cost	150		86		88
Variable lease cost	32		29		25
Total operating lease cost	$	417	$	336	$	310
Finance lease cost:
Amortization of leased assets	$	53	$	43	$	43
Interest on lease liabilities	5		5		5
Total finance lease cost	$	58	$	48	$	48
Total lease cost	$	475	$	384	$	358
Gain recognized on sale-leaseback transactions (1)	$	69	$	84	$	93

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	224	$	223	$	201
Operating cash flows for finance leases	5		5		5
Financing cash flows for finance leases	75		59		51
Leased assets obtained in exchange for new lease obligations:
Operating leases	271		268		344
Finance leases	71		46		53

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2021			2020
Operating leases:
Operating lease assets	$	908		$	844

Short-term operating lease liabilities	$	170		$	152
Operating lease liabilities	752			696
Total operating lease liabilities	$	922		$	848
Finance leases:
Property and equipment, gross	$	403		$	392
Accumulated depreciation	(156)			(135)
Property and equipment, net	$	247		$	257

Short-term borrowings and current maturities of long-term debt	$	57		$	59
Long-term debt	180			193
Total finance lease liabilities	$	237		$	252
Weighted-average remaining lease term:
Operating leases	8 years			7 years
Finance leases	6 years			6 years
Weighted-average discount rate:
Operating leases	4.86		%	5.26		%
Finance leases	1.98		%	2.33		%

Schedule of Maturities of Operating Lease Liabilities

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


(In millions)	Finance Leases		Operating Leases
2022	$	61	$	206
2023	56		189
2024	49		151
2025	34		113
2026	18		88
Thereafter	37		373
Total lease payments	255		1,120
Less: interest	(18)		(198)
Present value of lease liabilities	$	237	$	922

Schedule of Maturities of Finance Lease Liabilities

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


(In millions)	Finance Leases		Operating Leases
2022	$	61	$	206
2023	56		189
2024	49		151
2025	34		113
2026	18		88
Thereafter	37		373
Total lease payments	255		1,120
Less: interest	(18)		(198)
Present value of lease liabilities	$	237	$	922

Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions	Total	Total XPO Stockholders’ Equity	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interests	Series A Preferred Stock Preferred Stock
Balance at beginning of period (in shares) at Dec. 31, 2018			115,683					72
Balance at beginning of period at Dec. 31, 2018	$ 3,970	$ 3,575	$ 0	$ 3,311	$ 377	$ (154)	$ 395	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	440	419			419		21
Other comprehensive income (loss)	8	9				9	(1)
Exercise and vesting of stock compensation awards (in shares)			489
Exercise and vesting of stock compensation awards	1	1		1
Tax withholdings related to vesting of stock compensation awards	(14)	(14)		(14)
Purchase of noncontrolling interests	(258)	(3)		(3)			(255)
Retirement of common stock (in shares)			(23,932)
Retirement of common stock	(1,275)	(1,275)		(1,275)
Dividend declared	(8)	(3)			(3)		(5)
Stock compensation expense	36	36		36
Adoption of new accounting standard and other (in shares)			102
Adoption of new accounting standard and other	(4)	(2)		5	(7)		(2)
Balance at end of period (in shares) at Dec. 31, 2019			92,342					72
Balance at end of period at Dec. 31, 2019	2,896	2,743	$ 0	2,061	786	(145)	153	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	117	110			110		7
Other comprehensive income (loss)	(7)	(13)				(13)	6
Exercise and vesting of stock compensation awards (in shares)			1,411
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(47)	(47)		(47)
Conversion of preferred stock to common stock (in shares)			(10,014)					71
Conversion of preferred stock to common stock	0			(40)				$ 40
Purchase of noncontrolling interests	(21)	(1)		(1)			(20)
Preferred stock conversion	(22)	(22)			(22)
Retirement of common stock (in shares)			(1,715)
Retirement of common stock	(114)	(114)		(114)
Dividend declared	(8)	(2)			(2)		(6)
Stock compensation expense	52	52		52
Adoption of new accounting standard and other	3	3		7	(4)
Balance at end of period (in shares) at Dec. 31, 2020			102,052					1
Balance at end of period at Dec. 31, 2020	2,849	2,709	$ 0	1,998	868	(158)	140	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	341	336			336		5
Other comprehensive income (loss)	(54)	(52)				(52)	(2)
Spin-off of GXO	(2,274)	(2,234)		(1,199)	(1,161)	126	(40)
Exercise and vesting of stock compensation awards (in shares)			392
Exercise and vesting of stock compensation awards	2	2		2
Tax withholdings related to vesting of stock compensation awards	(28)	(28)		(28)
Issuance of common stock (in shares)			2,875
Issuance of common stock	384	384		384
Conversion of preferred stock to common stock (in shares)			(145)					(1)
Conversion of preferred stock to common stock	0			(1)				$ (1)
Purchase of noncontrolling interests	(134)	(34)		(34)			(100)
Dividend declared	(3)						(3)
Exercise of warrants (in shares)			9,215
Stock compensation expense	52	52		52
Other (in shares)			58
Other	3	3		3
Balance at end of period (in shares) at Dec. 31, 2021			114,737					0
Balance at end of period at Dec. 31, 2021	$ 1,138	$ 1,138	$ 0	$ 1,179	$ 43	$ (84)	$ 0	$ 0

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt


	December 31, 2021				December 31, 2020
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	200	$	200
Term loan facilities	2,003		1,977		2,003		1,974
6.50% Senior notes due 2022	—		—		1,200		1,195
6.125% Senior notes due 2023	—		—		535		531
6.75% Senior notes due 2024	—		—		1,000		989
6.25% Senior notes due 2025	1,150		1,141		1,150		1,138
6.70% Senior debentures due 2034	300		214		300		210
Borrowings related to securitization program	—		—		24		24
Finance leases, asset financing and other	240		240		260		260
Total debt	3,693		3,572		6,672		6,521
Short-term borrowings and current maturities of long-term debt	58		58		1,286		1,281
Long-term debt	$	3,635	$	3,514	$	5,386	$	5,240

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
December 31, 2021	$	3,811	$	1,571	$	2,240
December 31, 2020	6,908		4,429		2,479

We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter was as follows:


(In millions)	2022		2023		2024		2025		2026		Thereafter
Principal payments on debt	$	—	$	—	$	1	$	3,153	$	1	$	301

ABL Facility

In 2015, we entered into the ABL Facility that provided commitments of up to $1.0 billion with a maturity date of October 30, 2020. In April 2019, we amended the ABL Facility including: (i) increasing the commitments to $1.1 billion, (ii) extending the maturity date to April 30, 2024, subject to springing maturity if some of our senior notes reach specified levels set in the credit agreement and (iii) reducing the interest rate margin. In July 2021, we amended the ABL Facility to reduce the commitments from $1.1 billion to $1.0 billion. There were no other significant changes made to the terms of the facility. We can issue up to $350 million of letters of credit under the ABL Facility.

Our availability under the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. Our borrowing base includes a fixed percentage of: (i) our eligible U.S. and Canadian accounts receivable; plus (ii) any of our eligible U.S. and Canadian rolling stock and equipment. A maximum of 20% of our borrowing base can be equipment and rolling stock in the aggregate. As of December 31, 2021, our borrowing base was $1.0 billion and our availability was $995 million after considering outstanding letters of credit of $5 million. As of December 31, 2021, we were in compliance with the ABL Facility’s financial covenants.

Our loans under the ABL Facility bear interest at a rate equal to: LIBOR or base rate plus (i) an applicable margin of 1.25% to 1.50% for LIBOR loans or (ii) 0.25% to 0.50%, for base rate loans.

The ABL Facility is secured on a first lien basis by the assets of the credit parties as priority collateral and on a second lien basis by certain other assets. The priority collateral consists primarily of our U.S. and Canadian accounts receivable and any of our U.S. and Canadian rolling stock and equipment included in our borrowing base. The ABL Facility contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature.

The covenants in the ABL Facility can limit our ability to incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. We may also be required to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 if availability under the ABL Facility is below certain thresholds. As of December 31, 2021, we were compliant with this financial covenant.

Letters of Credit Facility

In 2020, we entered into a $200 million uncommitted secured evergreen letter of credit facility. The letter of credit facility had an initial one-year term, which automatically renewed for an additional year, and may automatically renew with one-year terms until the letter of credit facility terminates. As of December 31, 2021, we have issued $198 million in aggregate face amount of letters of credit under the facility.

Term Loan Facilities

In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $1.6 billion. We amended the Term Loan Credit Agreement in 2019 to include a new tranche of term loans (the “Incremental Term Loan Facility”), to reduce the interest rates and to extend the maturity dates. Net proceeds from borrowings under the Incremental Term Loan Facility were used for general corporate purposes, including to fund purchases of our common stock described in Note 14—Stockholders’ Equity. The loans under the Incremental Term Loan Facility were issued at a price of 99.50% of par. In 2021, we amended the Term Loan Credit Agreement to consolidate our tranches and lower the interest rate. The applicable terms of the Term Loan Credit Agreement, as amended, are as follows:


				December 31, 2020
(In millions)	December 31, 2021			First Tranche			Second Tranche
Principal balance	$	2,003		$	1,503		$	500
Interest spread:
Base rate loans	0.75		%	1.00		%	1.50		%
LIBOR loans	1.75		%	2.00		%	2.50		%
Maturity date	February 2025			February 2025			February 2025

We recorded a debt extinguishment loss of $3 million in 2021 due to this amendment. The interest rate on our term loan facility was 1.85% as of December 31, 2021.

We must prepay an aggregate principal amount of the term loan facility equal to (a) 50% of any Excess Cash Flow, as defined in the agreement, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments of loans during the fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during the fiscal year if accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), if such prepayments are funded with internally generated cash flow, as defined in the agreement. If our Consolidated Secured Net Leverage Ratio, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00 and greater than 2.50:1.00, the Excess Cash Flow percentage will be 25%. If our Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50:1.00, the Excess Cash Flow percentage will be 0%. The remaining principal is due at maturity. As of December 31, 2021, our Consolidated Secured Net Leverage Ratio was less than 2.50:1.00, and no excess cash payment was required.

Senior Notes

In the third quarter of 2021, we redeemed our outstanding 6.125% senior notes due 2023 (“Senior Notes due 2023”) and our outstanding 6.75% senior notes due 2024 (“Senior Notes due 2024”). The Senior Notes due 2024 were originally issued in 2019 and the proceeds were used to repay our outstanding obligation under the Unsecured Credit Facility described below and to finance a portion of our share repurchases described in Note 14—Stockholders’ Equity. The redemption price for the Senior Notes due 2023 was 100.0% of the principal amount, plus accrued and unpaid interest and the redemption price for the Senior Notes due 2024 was 103.375% of the principle amount, plus accrued and unpaid interest. We paid for the redemption using cash received from GXO of approximately $794 million, proceeds from an equity offering described in Note 14—Stockholders’ Equity and available cash. We recorded debt extinguishment losses of $3 million and $43 million in 2021 related to the redemption of the Senior Notes due 2023 and Senior Notes due 2024, respectively.

In January 2021, we redeemed our outstanding 6.50% senior notes due 2022 (“Senior Notes due 2022”) that were originally issued in 2015. The redemption price for the notes was 100.0% of the principal amount, plus accrued and unpaid interest. We paid for the redemption with available cash, including the net proceeds from the issuance of our 6.25% senior notes due 2025 (“Senior Notes due 2025”) as described below. We recorded a debt extinguishment loss of $5 million in 2021 due to this redemption.

In 2020, we completed private placements of $1.15 billion aggregate principal amount of Senior Notes due 2025. The Senior Notes due 2025 mature on May 1, 2025 and bear interest at a rate of 6.25% per annum. Interest on the notes is paid semi-annually. A total of $850 million of the notes were issued at par, and $300 million of the notes were issued subsequently at 101.75% of face value. Net proceeds from the notes were initially invested in cash and cash equivalents and were subsequently used in 2021 to redeem our outstanding Senior Notes due 2022 as described above.

The senior notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than some excluded subsidiaries) that are obligors under, or guarantee obligations under, our ABL Facility or existing Term Loan facility or guarantee certain of our capital markets indebtedness or any guarantor of the senior notes. The senior notes and its guarantees are unsecured, unsubordinated indebtedness for us and our guarantors. The senior notes contain covenants customary for notes of this nature.

Senior Debentures

We assumed in conjunction with an acquisition 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. Including amortization of the fair value adjustment recorded on the acquisition date, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%.

Trade Securitization Program

As discussed in Note 2—Basis of Presentation and Significant Accounting Policies, our European business participates in a trade receivables securitization program. The program contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio.

Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables. These borrowings are owed to the program’s Purchasers and are included in short-term debt until they are repaid in the following month’s settlement. We had no such borrowings outstanding as of December 31, 2021 and had borrowings of €20 million ($24 million) as of December 31, 2020.

Unsecured Credit Facility

In December 2018, we entered into a $500 million unsecured credit facility (“Unsecured Credit Facility”). As of December 31, 2018, we had borrowed $250 million under the Unsecured Credit Facility. We borrowed an additional $250 million in January 2019. We used the proceeds of both borrowings to finance a portion of our share repurchases described in Note 14—Stockholders’ Equity. In connection with the issuance of the Senior Notes due 2024 described above, we repaid our outstanding obligations under the Unsecured Credit Facility and terminated it in February 2019. We recorded a debt extinguishment loss of $5 million in 2019 in connection with this repayment.

- 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.

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+ Details

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Assets and Liabilities from Discontinued Operations

The following table summarizes the financial results from discontinued operations of GXO:


	Years Ended December 31,
(In millions)	2021		2020		2019
Revenue	$	4,350	$	6,182	$	6,087
Direct operating expense (exclusive of depreciation and amortization)	3,614		5,156		5,120
Sales, general and administrative expense	364		517		421
Depreciation and amortization expense	185		296		272
Transaction and other operating costs	105		50		14
Operating income	82		163		260
Other income	(27)		(38)		(31)
Interest expense	12		18		23
Income from discontinued operations before income tax provision	97		183		268
Income tax provision	79		53		69
Net income from discontinued operations, net of taxes	18		130		199
Net income from discontinued operations attributable to noncontrolling interests	(5)		(10)		(21)
Net income from discontinued operations attributable to GXO	$	13	$	120	$	178

The following table summarizes the assets and liabilities from discontinued operations of GXO:


	December 31,
(In millions)	2020
Cash and cash equivalents	$	323
Accounts receivable, net	1,212
Other current assets	129
Total current assets of discontinued operations	1,664
Property and equipment, net	770
Operating lease assets	1,434
Goodwill	2,063
Identifiable intangible assets, net	299
Other long-term assets	100
Total long-term assets of discontinued operations	4,666
Accounts payable	408
Accrued expenses	770
Short-term borrowings and current finance lease liabilities	57
Short-term operating lease liabilities	332
Other current liabilities	161
Total current liabilities of discontinued operations	1,728
Long-term debt and finance lease liabilities	129
Deferred tax liability	85

Long-term operating lease liabilities	1,099
Other long-term liabilities	117
Total long-term liabilities of discontinued operations	$	1,430

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment


	December 31,
(In millions)	2021		2020
Property and equipment
Land	$	276	$	297
Buildings and leasehold improvements	380		375
Vehicles, tractors, trailers and tankers	1,825		1,791
Machinery and equipment	270		264
Computer software and equipment	885		810
	3,636		3,537
Less: accumulated depreciation and amortization	(1,828)		(1,646)
Total property and equipment, net	$	1,808	$	1,891
Net book value of capitalized internally-developed software included in property and equipment, net	$	230	$	248

Depreciation of property and equipment and amortization of computer software was $388 million, $382 million and $370 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 3,361	$ 3,270	$ 3,186	$ 2,989	$ 2,938	$ 2,675	$ 2,127	$ 2,459	$ 12,806	$ 10,199	$ 10,681
Eliminations
Disaggregation of Revenue [Line Items]
Revenue									(253)	(154)	(181)
LTL \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									4,118	3,539	3,791
Truck brokerage \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									8,907	6,800	7,041
North America \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									9,982	7,731	7,939
North America \| LTL \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									4,192	3,575	3,841
North America \| Truck brokerage \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									2,749	1,684	1,372
North America \| Last mile \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									1,016	908	873
North America \| Other brokerage \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									2,025	1,564	1,853
Europe \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									$ 3,077	$ 2,622	$ 2,923

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Reporting and Geographic Information

In connection with the spin-off, we revised our reportable segments to reflect how our chief operating decision maker (“CODM”) makes decisions related to resource allocation and segment performance. Prior to the spin-off, we had two reportable segments: Transportation and Logistics. Following the spin-off, we have two reportable segments: (i) North American LTL and (ii) Brokerage and Other Services.

In our North American LTL segment, we provide our customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. Our services include cross-border U.S. service to and from Mexico and Canada, as well as intra-Canada service.

In our Brokerage and Other Services segment, shippers create the truckload demand and we place their freight with qualified carriers, pricing our service on either a spot or contract basis. Our Brokerage and Other Services segment also includes last mile logistics for heavy goods sold through e-commerce, omnichannel retail and direct-to-consumer channels. Several other non-core brokered freight transportation modes are included in our Brokerage and Other Services segment, as well as our European transportation offerings.

Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments.

Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM. During the third quarter of 2021, our CODM began evaluating segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income (loss) from continuing operations before debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, litigation settlements for significant matters, transaction and integration costs, restructuring costs and other adjustments. Prior to the change in our reporting segments in the third quarter of 2021, our CODM used operating income as the measure of segment profit (loss). Prior period segment disclosures have been recast to conform to the current period presentation.

Selected financial data for our segments is as follows:


	Years Ended December 31,
(in millions)	2021		2020		2019
Revenue
North American LTL	$	4,118	$	3,539	$	3,791
Brokerage and Other Services	8,907		6,800		7,041
Eliminations	(219)		(140)		(151)
Total	$	12,806	$	10,199	$	10,681

Adjusted EBITDA
North American LTL	$	904	$	764	$	851
Brokerage and Other Services	547		284		406
Corporate	(212)		(201)		(167)
Total adjusted EBITDA	1,239		847		1,090
Less:
Debt extinguishment loss	54		—		5
Interest expense	211		307		268
Income tax provision (benefit)	87		(22)		60
Depreciation and amortization expense	476		470		467
Unrealized (gain) loss on foreign currency option and forward contracts	1		(1)		9
Litigation settlements	31		—		—
Transaction and integration costs (1)	37		75		5
Restructuring costs (2)	19		31		35
Income (loss) from continuing operations	$	323	$	(13)	$	241

Depreciation and amortization expense
North American LTL	$	226	$	224	$	227
Brokerage and Other Services	240		229		220
Corporate	10		17		20
Total	$	476	$	470	$	467

(1) Transaction and integration costs for 2021 and 2020 are primarily comprised of third-party professional fees related to strategic initiatives, including the spin-off of the Logistics segment, as well as retention awards paid to certain employees. Additionally, transaction and integration costs for 2020 included professional fees related to our previously announced exploration of strategic alternatives that was terminated in March 2020. Transaction and integration costs for 2021 and 2020 include $1 million and $5 million, respectively, related to our North American LTL segment; $16 million and $16 million, respectively, related to our Brokerage and Other Services segment and $20 million and $54 million, respectively, related to Corporate.

(2) See Note 6— Restructuring Charges for further information on our restructuring actions.

As of December 31, 2021 and 2020, we held long-lived tangible assets outside of the U.S. of $422 million and $465 million, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Discontinued Operations - Financial Results from Discontinued Operations of GXO (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]
Revenue									$ 4,350	$ 6,182	$ 6,087
Direct operating expense (exclusive of depreciation and amortization)									3,614	5,156	5,120
Sales, general and administrative expense									364	517	421
Depreciation and amortization expense									185	296	272
Transaction and other operating costs									105	50	14
Operating income									82	163	260
Other income									(27)	(38)	(31)
Interest expense									12	18	23
Income from discontinued operations before income tax provision									97	183	268
Income tax provision									79	53	69
Net income from discontinued operations, net of taxes	$ (4)	$ (78)	$ 45	$ 55	$ 62	$ 61	$ (27)	$ 34	18	130	199
Net income from discontinued operations attributable to noncontrolling interests									(5)	(10)	(21)
Net income from discontinued operations attributable to GXO	$ (4)	$ (78)	$ 43	$ 52	$ 59	$ 56	$ (27)	$ 32	$ 13	$ 120	$ 178

Earnings Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per ShareWe compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 and 2019 consisted of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares. As discussed in Note 14—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock.

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


		Years Ended December 31,
(In millions, except per share data)		2021		2020		2019
Basic earnings (loss) per common share
	Income (loss) from continuing operations	$	323	$	(13)	$	241
	Net loss from continuing operations attributable to noncontrolling interests	—		3		—
	Net income (loss) from continuing operations attributable to XPO	323		(10)		241
	Preferred stock conversion charge	—		(22)		—
	Series A preferred stock dividends	—		(3)		(3)
	Non-cash allocation of undistributed earnings	—		(6)		(37)
	Net income (loss) from continuing operations attributable to common shares	$	323	$	(41)	$	201

	Income from discontinued operations, net of taxes	$	18	$	130	$	199
	Net income from discontinued operations attributable to noncontrolling interests	(5)		(10)		(21)
	Net income from discontinued operations attributable to common shares	$	13	$	120	$	178

	Net income (loss) from continuing operations attributable to common shares, basic	$	323	$	(41)	$	201
	Net income from discontinued operations attributable to common shares, basic	13		120		178
Net income attributable to common shares, basic		$	336	$	79	$	379

Basic weighted-average common shares		112		92		96

Basic earnings (loss) from continuing operations per share		$	2.88	$	(0.45)	$	2.09
Basic earnings from discontinued operations per share		0.11		1.32		1.86
Basic earnings per share		$	2.99	$	0.87	$	3.95

Diluted earnings (loss) per common share
	Net income (loss) from continuing operations attributable to common shares, diluted	$	323	$	(41)	$	201
	Net income from discontinued operations attributable to common shares, diluted	13		120		178
Net income attributable to common shares, diluted		$	336	$	79	$	379

Basic weighted-average common shares		112		92		96

	Dilutive effect of stock-based awards and warrants	2		—		10
Diluted weighted-average common shares		114		92		106

Diluted earnings (loss) from continuing operations per share		$	2.82	$	(0.45)	$	1.89
Diluted earnings from discontinued operations per share		0.11		1.32		1.68
Diluted earnings per share		$	2.93	$	0.87	$	3.57

Potential common shares excluded		—		20		10

Certain shares were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive.

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities of continuing operations
Net income	$ 341	$ 117	$ 440
Income (loss) from continuing operations	323	(13)	241
Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities
Depreciation, amortization and net lease activity	476	470	467
Stock compensation expense	37	41	56
Accretion of debt	18	20	16
Deferred tax expense (benefit)	5	(75)	40
Debt extinguishment loss	54	0	5
Unrealized (gain) loss on foreign currency option and forward contracts	1	(1)	9
Gains on sales of property and equipment	(73)	(91)	(101)
Other	4	49	(8)
Changes in assets and liabilities
Accounts receivable	(502)	(265)	101
Other assets	(1)	(41)	82
Accounts payable	240	96	(99)
Accrued expenses and other liabilities	74	198	(180)
Net cash provided by operating activities from continuing operations	656	388	629
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment	(313)	(303)	(379)
Proceeds from sale of property and equipment	132	183	237
Cash collected on deferred purchase price receivable	0	0	75
Other	(3)	4	0
Net cash used in investing activities from continuing operations	(184)	(116)	(67)
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt	0	1,155	1,752
Proceeds from (repayment of) borrowings related to securitization program	(24)	23	0
Repurchase of debt	(2,769)	0	0
Proceeds from borrowings on ABL facility	0	1,020	1,935
Repayment of borrowings on ABL facility	(200)	(820)	(1,935)
Repayment of debt and finance leases	(80)	(65)	(569)
Payment of debt issuance costs	(5)	(22)	(28)
Cash paid in connection with preferred stock conversion	0	(22)	0
Issuance (repurchase) of common stock	384	(114)	(1,347)
Change in bank overdrafts	0	21	(3)
Payment for tax withholdings for restricted shares	(28)	(26)	(14)
Distribution from GXO	794	0	0
Other	(4)	4	8
Net cash provided by (used in) financing activities from continuing operations	(1,932)	1,154	(201)
Cash flows from discontinued operations
Operating activities of discontinued operations	65	497	162
Investing activities of discontinued operations	(93)	(241)	(94)
Financing activities of discontinued operations	(302)	(18)	(558)
Net cash provided by (used in) discontinued operations	(330)	238	(490)
Effect of exchange rates on cash, cash equivalents and restricted cash	(2)	14	2
Net increase (decrease) in cash, cash equivalents and restricted cash	(1,792)	1,678	(127)
Cash, cash equivalents and restricted cash, beginning of year	2,065	387	514
Cash, cash equivalents and restricted cash, end of year	273	2,065	387
Less: Cash, cash equivalents and restricted cash of discontinued operations, end of year	3	323	195
Cash, cash equivalents and restricted cash of continuing operations, end of year	270	1,742	192
Supplemental disclosure of cash flow information:
Cash paid for interest	253	314	281
Cash paid for income taxes	$ 84	$ 40	$ 82

Income Taxes - Schedule of Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 24	$ 26
Tax credit carryforwards	3	4
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	14	22
Federal long-term capital loss carryforwards	126	0
Tax credit carryforwards	1	0
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 93	$ 189

Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill


(In millions)	North American LTL		Brokerage and Other Services		Total
Goodwill as of December 31, 2019	$	722	$	1,752	$	2,474
Impact of foreign exchange translation and other	—		62		62
Goodwill as of December 31, 2020	722		1,814		2,536
Impact of foreign exchange translation and other	—		(57)		(57)
Goodwill as of December 31, 2021	$	722	$	1,757	$	2,479

There were no cumulative goodwill impairments as of December 31, 2021.

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Schedule of Reconciliation of the Changes in the Plans' Projected Benefit Obligations

The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows:


(In millions)	2021		2020
Projected benefit obligation at beginning of year	$	2,052	$	1,862
Interest cost	39		54

Actuarial (gain) loss	(82)		216
Benefits paid	(84)		(80)

Projected benefit obligation at end of year	$	1,925	$	2,052

The reconciliation of the changes in the plan’s benefit obligation and the determination of the amounts recognized on our Consolidated Balance Sheets were as follows:


	As of December 31,
(In millions)	2021			2020
Projected benefit obligation at beginning of year	$	44		$	41
Interest cost on projected benefit obligation	1			1
Actuarial loss	—			4
Participant contributions	1			1
Benefits paid	(5)			(3)
Projected and accumulated benefit obligation at end of year	$	41		$	44
Funded status of the plan	$	(41)		$	(44)
Amounts recognized in the balance sheet consist of:
Current liabilities	$	(3)		$	(3)
Long-term liabilities	(38)			(41)
Net amount recognized	$	(41)		$	(44)
Discount rate assumption as of December 31	2.67		%	2.20		%

Schedule of Reconciliation of the Changes in the Plans' Fair Value of Plan Assets

The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows:


(In millions)	2021		2020
Fair value of plan assets at beginning of year	$	2,062	$	1,863
Actual return on plan assets	25		274
Employer contributions	6		5
Benefits paid	(84)		(80)

Fair value of plan assets at end of year	$	2,009	$	2,062

Schedule of the Funded Status of the Plans

The funded status of the plans as of December 31 was as follows:


(In millions)	2021		2020
Funded status at end of year	$	84	$	10
Amount recognized in balance sheet:
Long-term assets	$	156	$	88
Current liabilities	(5)		(5)
Long-term liabilities	(67)		(73)
Net pension asset recognized	$	84	$	10
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)	$	72	$	78

(1) Relates to our non-qualified plans which are unfunded.

Schedule of Accumulated Other Comprehensive Loss Not Yet Recognized in Net Periodic Benefit Expense

The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $43 million and $50 million, respectively, as of December 31, 2021 and 2020.

Schedule of Net Periodic Benefit Costs

The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows:


(In millions)	2021		2020		2019
Net periodic benefit (income) expense:
Interest cost	$	39	$	54	$	66
Expected return on plan assets	(101)		(102)		(90)
Amortization of actuarial loss	1		—		—


Net periodic benefit income	$	(61)	$	(48)	$	(24)
Amounts recognized in Other comprehensive income (loss):
Actuarial (gain) loss	$	(7)	$	45	$	(49)

Reclassification of recognized AOCI gain due to settlements	—		—		—

(Gain) loss recognized in Other comprehensive income (loss)	$	(7)	$	45	$	(49)

Schedule of Assumptions Used to Determine the Projected Benefit Obligation and Net Periodic Benefit Cost

The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31 were as follows:


	Qualified Plans					Non-Qualified Plans
	2021		2020		2019	2021	2020	2019
Discount rate - net periodic benefit costs	1.96	%	2.96	%	4.08%	1.11% - 1.71%	2.40% - 2.78%	3.65% - 3.95%
Discount rate - benefit obligations	2.84	%	2.48	%	3.35%	2.19% - 2.72%	1.62% - 2.30%	2.72% - 3.20%
Expected long-term rate of return on plan assets	5.00	%	5.60	%	5.80%

Schedule of Expected Benefit Payments

Expected benefit payments for the defined benefit pension plans for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.


(In millions)	2022		2023		2024		2025		2026		2027-2030
Expected benefit payments	$	94	$	97	$	100	$	102	$	104	$	532

Expected benefit payments, which reflect expected future service, as appropriate, for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.


(In millions)	2022		2023		2024		2025		2026		2027-2030
Expected benefit payments	$	3	$	3	$	3	$	4	$	3	$	14

Schedule of Fair Values of Investments Held in Pension Plans by Major Asset Category

The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2021 and 2020, and the percentage that each asset category comprises of total plan assets were as follows:



(Dollars in millions)	Level 1		Level 2		Not Subject to Leveling (1)		Total		Percentage of Plan Assets
December 31, 2021
Cash and cash equivalents:
Short-term investment fund	$	—	$	—	$	34	$	34	1.7	%
Equity:
U.S. large companies	—		—		107		107		5.3	%
U.S. small companies	—		—		17		17		0.8	%
International	47		—		82		129		6.4	%

Fixed income securities	406		1,310		6		1,722		85.8	%

Total plan assets	$	453	$	1,310	$	246	$	2,009	100.0	%
December 31, 2020
Cash and cash equivalents:
Short-term investment fund	$	—	$	—	$	37	$	37	1.8	%
Equity:
U.S. large companies	—		—		136		136		6.6	%
U.S. small companies	—		—		33		33		1.6	%
International	53		—		102		155		7.5	%

Fixed income securities	425		1,274		1		1,700		82.5	%
Derivatives	—		1		—		1		—	%
Total plan assets	$	478	$	1,275	$	309	$	2,062	100.0	%

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

Employee Benefit Plans - Fair Value of Investment Categories (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 2,009	$ 2,062	$ 1,863
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	2,009	2,062
Not Subject to Leveling	$ 246	$ 309
Percentage of Plan Assets	100.00%	100.00%
Qualified Plans \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 453	$ 478
Qualified Plans \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	1,310	1,275
Qualified Plans \| Cash and cash equivalents:
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	34	37
Not Subject to Leveling	$ 34	$ 37
Percentage of Plan Assets	1.70%	1.80%
Qualified Plans \| Cash and cash equivalents: \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0	$ 0
Qualified Plans \| Cash and cash equivalents: \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	0	0
Qualified Plans \| U.S. large companies
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	107	136
Not Subject to Leveling	$ 107	$ 136
Percentage of Plan Assets	5.30%	6.60%
Qualified Plans \| U.S. large companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0	$ 0
Qualified Plans \| U.S. large companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	0	0
Qualified Plans \| U.S. small companies
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	17	33
Not Subject to Leveling	$ 17	$ 33
Percentage of Plan Assets	0.80%	1.60%
Qualified Plans \| U.S. small companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0	$ 0
Qualified Plans \| U.S. small companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	0	0
Qualified Plans \| International
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	129	155
Not Subject to Leveling	$ 82	$ 102
Percentage of Plan Assets	6.40%	7.50%
Qualified Plans \| International \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 47	$ 53
Qualified Plans \| International \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	0	0
Qualified Plans \| Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	1,722	1,700
Not Subject to Leveling	$ 6	$ 1
Percentage of Plan Assets	85.80%	82.50%
Qualified Plans \| Fixed income securities \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 406	$ 425
Qualified Plans \| Fixed income securities \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 1,310	1,274
Qualified Plans \| Derivatives
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		1
Not Subject to Leveling		$ 0
Percentage of Plan Assets		0.00%
Qualified Plans \| Derivatives \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		$ 0
Qualified Plans \| Derivatives \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		$ 1

Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Employee Benefit Plans

Defined Benefit Pension Plans

We sponsor both funded and unfunded defined benefit pension plans for some employees in the U.S. These pension plans include qualified plans that are eligible for beneficial treatment under the Internal Revenue Code and non-qualified plans that provide additional benefits for employees who are impacted by limitations on compensation eligible for benefits available under the qualified plans. Prior to the spin-off of GXO, the pension plan for some employees in the United Kingdom was sold to a GXO entity and GXO paid approximately £26 million (approximately $34 million) to XPO, which represented the value of the net assets at the date of the sale. In connection with this transaction, approximately $82 million of accumulated other comprehensive income, net of tax, was transferred to GXO. We also maintain defined benefit pension plans for some of our foreign subsidiaries that are excluded from the disclosures below due to their immateriality. The information below excludes the results of the pension plan that was sold to GXO.

We measure defined benefit pension plan obligations based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date, assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. We determine the net periodic benefit costs using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit costs are recorded in Other income on our Consolidated Statements of Income. We calculate the funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, on a plan-by-plan basis.

Funded Status of Defined Benefit Pension Plans

The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows:


(In millions)	2021		2020
Projected benefit obligation at beginning of year	$	2,052	$	1,862
Interest cost	39		54

Actuarial (gain) loss	(82)		216
Benefits paid	(84)		(80)

Projected benefit obligation at end of year	$	1,925	$	2,052

The actuarial gain in 2021 was a result of assumption changes, including an increase in the discount rate, updated mortality projection scales and other assumptions for plan participants.

The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows:


(In millions)	2021		2020
Fair value of plan assets at beginning of year	$	2,062	$	1,863
Actual return on plan assets	25		274
Employer contributions	6		5
Benefits paid	(84)		(80)

Fair value of plan assets at end of year	$	2,009	$	2,062

The funded status of the plans as of December 31 was as follows:


(In millions)	2021		2020
Funded status at end of year	$	84	$	10
Amount recognized in balance sheet:
Long-term assets	$	156	$	88
Current liabilities	(5)		(5)
Long-term liabilities	(67)		(73)
Net pension asset recognized	$	84	$	10
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)	$	72	$	78

(1) Relates to our non-qualified plans which are unfunded.

The funded status of our qualified plans and non-qualified plans was $156 million and $(72) million, respectively, as of December 31, 2021.

The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $43 million and $50 million, respectively, as of December 31, 2021 and 2020.

The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows:


(In millions)	2021		2020		2019
Net periodic benefit (income) expense:
Interest cost	$	39	$	54	$	66
Expected return on plan assets	(101)		(102)		(90)
Amortization of actuarial loss	1		—		—


Net periodic benefit income	$	(61)	$	(48)	$	(24)
Amounts recognized in Other comprehensive income (loss):
Actuarial (gain) loss	$	(7)	$	45	$	(49)

Reclassification of recognized AOCI gain due to settlements	—		—		—

(Gain) loss recognized in Other comprehensive income (loss)	$	(7)	$	45	$	(49)

The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31 were as follows:


	Qualified Plans					Non-Qualified Plans
	2021		2020		2019	2021	2020	2019
Discount rate - net periodic benefit costs	1.96	%	2.96	%	4.08%	1.11% - 1.71%	2.40% - 2.78%	3.65% - 3.95%
Discount rate - benefit obligations	2.84	%	2.48	%	3.35%	2.19% - 2.72%	1.62% - 2.30%	2.72% - 3.20%
Expected long-term rate of return on plan assets	5.00	%	5.60	%	5.80%

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

We use a full yield curve approach to estimate the interest cost component of net periodic benefit cost by applying specific spot rates along the yield curve used to determine the benefit obligation to each of the underlying projected cash flows based on time until payment.


(In millions)	2022		2023		2024		2025		2026		2027-2030
Expected benefit payments	$	94	$	97	$	100	$	102	$	104	$	532

Plan Assets

We manage the assets in the U.S. plans using a long-term liability-driven investment strategy that seeks to mitigate the funded status volatility by increasing participation in fixed income investments as the plan’s funded status increases. We developed this strategy by analyzing a variety of diversified asset-class combinations with the projected liabilities.

Our current investment strategy is to achieve an investment mix of approximately 88% in fixed income securities and 12% of investments in equity securities. The fixed income allocation consists primarily of domestic fixed income securities and targets to hedge more than 95% of domestic projected liabilities. The target allocations for equity securities includes approximately 50% in U.S. equities and approximately 50% in non-U.S. equities. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts and commingled investment funds. Generally, our investment strategy does not include an allocation to cash and cash equivalents, but a cash allocation may arise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. We periodically evaluate our defined benefit plans’ asset portfolios for significant concentrations of risk. Types of investment concentration risks that are evaluated include concentrations in a single issuer, specific security, asset class, credit rating, duration, industry/sector, currency, foreign country or individual fund manager. As of December 31, 2021, our defined benefit plan assets had no significant concentrations of risk.

Our investment policy does not allow investment managers to use market-timing strategies or financial derivative instruments for speculative purposes but financial derivative instruments are used to manage risk and achieve stated investment objectives for duration, yield curve, credit, foreign exchange and equity exposures. Generally, our investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options, except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a covered position.

The assumption of 5.00% for the overall expected long-term rate of return on plan assets in 2021 was developed using asset allocation and return expectations. The return expectations are created using long-term historical and expected returns for the various asset classes and current market expectations for inflation, interest rates and economic growth.



(Dollars in millions)	Level 1		Level 2		Not Subject to Leveling (1)		Total		Percentage of Plan Assets
December 31, 2021
Cash and cash equivalents:
Short-term investment fund	$	—	$	—	$	34	$	34	1.7	%
Equity:
U.S. large companies	—		—		107		107		5.3	%
U.S. small companies	—		—		17		17		0.8	%
International	47		—		82		129		6.4	%

Fixed income securities	406		1,310		6		1,722		85.8	%

Total plan assets	$	453	$	1,310	$	246	$	2,009	100.0	%
December 31, 2020
Cash and cash equivalents:
Short-term investment fund	$	—	$	—	$	37	$	37	1.8	%
Equity:
U.S. large companies	—		—		136		136		6.6	%
U.S. small companies	—		—		33		33		1.6	%
International	53		—		102		155		7.5	%

Fixed income securities	425		1,274		1		1,700		82.5	%
Derivatives	—		1		—		1		—	%
Total plan assets	$	478	$	1,275	$	309	$	2,062	100.0	%

For the periods ended December 31, 2021 and 2020, we had no investments held in the pension plans within Level 3 of the fair value hierarchy. Our common stock was not a plan asset as of December 31, 2021 or 2020. The non-qualified plans are unfunded.

Funding

Our funding practice is to evaluate our tax and cash position, and the funded status of our plans, in determining our planned contributions. We estimate that we will contribute $5 million to our non-qualified plans in 2022 but this could change based on variations in interest rates, asset returns and other factors.

Defined Contribution Retirement Plans

Our costs for defined contribution retirement plans were $60 million, $57 million and $57 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Postretirement Medical Plan

We provide health benefits through a postretirement medical plan for eligible employees hired before 1993 (the “Postretirement Plan”).

Funded Status of Postretirement Medical Plan

The reconciliation of the changes in the plan’s benefit obligation and the determination of the amounts recognized on our Consolidated Balance Sheets were as follows:


	As of December 31,
(In millions)	2021			2020
Projected benefit obligation at beginning of year	$	44		$	41
Interest cost on projected benefit obligation	1			1
Actuarial loss	—			4
Participant contributions	1			1
Benefits paid	(5)			(3)
Projected and accumulated benefit obligation at end of year	$	41		$	44
Funded status of the plan	$	(41)		$	(44)
Amounts recognized in the balance sheet consist of:
Current liabilities	$	(3)		$	(3)
Long-term liabilities	(38)			(41)
Net amount recognized	$	(41)		$	(44)
Discount rate assumption as of December 31	2.67		%	2.20		%

The amounts included in AOCI that have not yet been recognized in net periodic benefit income (expense) and the net periodic benefit income (expense) for the postretirement plan were not material in any of the periods presented. The discount rates assumptions used to calculate the interest cost were 1.56% - 2.34%, 2.66% - 3.22% and 3.87% - 4.36% for the years ended December 31, 2021, 2020 and 2019, respectively.


(In millions)	2022		2023		2024		2025		2026		2027-2030
Expected benefit payments	$	3	$	3	$	3	$	4	$	3	$	14

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenues

We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows:


	Year Ended December 31, 2021
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	4,029	$	5,387	$	(219)	$	9,197
North America (excluding United States)	89		311		—		400
France	—		1,354		—		1,354
United Kingdom	—		879		—		879
Europe (excluding France and United Kingdom)	—		843		—		843
Other	—		133		—		133
Total	$	4,118	$	8,907	$	(219)	$	12,806


	Year Ended December 31, 2020
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	3,461	$	3,899	$	(140)	$	7,220
North America (excluding United States)	78		233		—		311
France	—		1,205		—		1,205
United Kingdom	—		677		—		677
Europe (excluding France and United Kingdom)	—		739		—		739
Other	—		47		—		47
Total	$	3,539	$	6,800	$	(140)	$	10,199


	Year Ended December 31, 2019
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	3,702	$	3,902	$	(151)	$	7,453
North America (excluding United States)	89		196		—		285
France	—		1,358		—		1,358
United Kingdom	—		760		—		760
Europe (excluding France and United Kingdom)	—		805		—		805
Other	—		20		—		20
Total	$	3,791	$	7,041	$	(151)	$	10,681

Our revenue disaggregated by service offering was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
North America:
LTL (1)	$	4,192	$	3,575	$	3,841
Truck brokerage	2,749		1,684		1,372
Last mile	1,016		908		873
Other brokerage (2)	2,025		1,564		1,853
Total North America	9,982		7,731		7,939
Europe	3,077		2,622		2,923
Eliminations	(253)		(154)		(181)
Total	$	12,806	$	10,199	$	10,681

(1) Less-Than-Truckload revenue is before intercompany eliminations and includes revenue from the Company’s trailer manufacturing business.

(2) Other brokerage includes intermodal and drayage, expedite, freight forwarding and managed transportation services. Freight forwarding includes operations conducted outside of North America but managed by our North American entities.

Performance Obligations

Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On December 31, 2021, the fixed consideration component of our remaining performance obligation was approximately $124 million, and we expect approximately 86% of that amount to be recognized over the next three years and the remainder thereafter. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

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

+ Details

Employee Benefit Plans - Expected Payments (Details) $ in Millions	Dec. 31, 2021 USD ($)
Expected benefit payments
2022	$ 94
2023	97
2024	100
2025	102
2026	104
2027-2030	532
Postretirement Medical Plan
Expected benefit payments
2022	3
2023	3
2024	3
2025	4
2026	3
2027-2030	$ 14

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of U.S. federal benefit	2.40%	(7.40%)	1.20%
Foreign operations	10.30%	16.90%	(1.10%)
Contribution- and margin-based taxes	0.012	(0.224)	0.028
Changes in uncertain tax positions	(2.10%)	(10.80%)	(1.60%)
Non-deductible compensation	1.80%	(0.40%)	0.10%
Provision to return adjustments	1.20%	11.40%	(1.40%)
Effect of law changes	(1.00%)	(3.90%)	0.80%
Stock-based compensation	(1.40%)	42.00%	(0.90%)
Long-term capital loss	(11.00%)	0.00%	0.00%
Other	(1.10%)	17.00%	(1.20%)
Effective tax rate	21.30%	63.40%	19.70%
U.S. Federal tax credits		7.70%
U.S. Federal tax permanent adjustments		6.50%
Change in valuation allowance		2.70%

Stockholder's Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Shares Repurchased

There were no share repurchases in 2021. Our remaining share repurchase authorization as of December 31, 2021 is $503 million. Information regarding our shares repurchased, based on settlement date, in 2020 and 2019 were as follows:


	Years Ended December 31,
(In millions, except per share data)		2020			2019
Shares purchased and retired			2			25
Aggregate value			$	114		$	1,347
Average price per share			$	66.58		$	53.41
Remaining authorization			$	503		$	617

Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As discussed above, on August 2, 2021, we completed the spin-off of our Logistics segment. In July 2021, GXO completed a debt offering and used the net proceeds to fund a cash payment from GXO to XPO of $794 million, which we used to repay a portion of our outstanding borrowings. For further information, see Note 12—Debt. During the year ended December 31, 2021, we incurred approximately $125 million of costs related to the spin-off, of which $101 million are reflected within income from discontinued operations in our Consolidated Statements of Income.

The following table summarizes the financial results from discontinued operations of GXO:


	Years Ended December 31,
(In millions)	2021		2020		2019
Revenue	$	4,350	$	6,182	$	6,087
Direct operating expense (exclusive of depreciation and amortization)	3,614		5,156		5,120
Sales, general and administrative expense	364		517		421
Depreciation and amortization expense	185		296		272
Transaction and other operating costs	105		50		14
Operating income	82		163		260
Other income	(27)		(38)		(31)
Interest expense	12		18		23
Income from discontinued operations before income tax provision	97		183		268
Income tax provision	79		53		69
Net income from discontinued operations, net of taxes	18		130		199
Net income from discontinued operations attributable to noncontrolling interests	(5)		(10)		(21)
Net income from discontinued operations attributable to GXO	$	13	$	120	$	178

The following table summarizes the assets and liabilities from discontinued operations of GXO:


	December 31,
(In millions)	2020
Cash and cash equivalents	$	323
Accounts receivable, net	1,212
Other current assets	129
Total current assets of discontinued operations	1,664
Property and equipment, net	770
Operating lease assets	1,434
Goodwill	2,063
Identifiable intangible assets, net	299
Other long-term assets	100
Total long-term assets of discontinued operations	4,666
Accounts payable	408
Accrued expenses	770
Short-term borrowings and current finance lease liabilities	57
Short-term operating lease liabilities	332
Other current liabilities	161
Total current liabilities of discontinued operations	1,728
Long-term debt and finance lease liabilities	129
Deferred tax liability	85

Long-term operating lease liabilities	1,099
Other long-term liabilities	117
Total long-term liabilities of discontinued operations	$	1,430

Prior to the spin-off of GXO, the U.K. pension plan was sold to a GXO entity. For further information, see Note 13—Employee Benefit Plans.

In connection with the spin-off, we entered into a separation and distribution agreement as well as various other agreements with GXO that provide a framework for the relationships between the parties going forward, including, among others, an employee matters agreement (“EMA”), a tax matters agreement, an intellectual property license agreement and a transition services agreement, through which XPO will continue to provide certain services for a period of time specified in the applicable agreement to GXO following the spin-off. The impact of these services on the consolidated financial statements was immaterial. Additionally, in accordance with these agreements, GXO has agreed to indemnify XPO for certain payments XPO makes with respect to certain self-insurance matters that were incurred by GXO prior to the spin-off and remain obligations of XPO. The receivable and reserve for these matters was approximately $23 million and $21 million, respectively, as of December 31, 2021.

Basis of Presentation and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 46	$ 38	$ 41
Provision charged to expense	28	45	20
Write-offs, less recoveries, and other adjustments	(27)	(41)	(23)
Ending balance	47	46	38
Cumulative Effect, Period of Adoption, Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 0	4	0
Ending balance		$ 0	$ 4

Income Taxes - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Reduction to unrecognized tax benefits	$ 1

Stockholder's Equity - Narrative (Details)	1 Months Ended		12 Months Ended
Stockholder's Equity - Narrative (Details)	Jul. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2021 USD ($) series shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Dec. 31, 2011 $ / shares shares	Mar. 31, 2019 USD ($)	Feb. 28, 2019 USD ($)
Stockholders Equity [Line Items]
Class of warrant or right, exercise price of warrants or rights (in usd per share) \| $ / shares						$ 7.00
Preferred stock, shares outstanding (in shares)		1,000.000	0	1,000.000
Warrants outstanding (in shares)			0
Cash paid in connection with preferred stock conversion \| $			$ 0	$ 22,000,000	$ 0
Minimum
Stockholders Equity [Line Items]
Number of preferred stock board of directors is authorized to establish (one or more) \| series			1
Common Stock
Stockholders Equity [Line Items]
Issuance of common stock upon conversion of preferred stock and warrants (in shares)		300,000	145,000	10,014,000
Exercise of warrants (in shares)			9,215,000
Warrant
Stockholders Equity [Line Items]
Conversion of preferred stock and warrants, amount converted (shares)		300,000	9,800,000
2018 Program
Stockholders Equity [Line Items]
Stock repurchase program authorized amount \| $							$ 1,000,000,000
2019 Program
Stockholders Equity [Line Items]
Stock repurchase program authorized amount \| $								$ 1,500,000,000
Remaining authorization \| $					$ 617,000,000
2021 Program
Stockholders Equity [Line Items]
Stock repurchased during period (in shares)			0
Remaining authorization \| $			$ 503,000,000
Convertible Preferred Stock
Stockholders Equity [Line Items]
Proceeds from issuance of preferred stock, net of issuance costs (in shares)						75,000
Liquidation preference (usd per share) \| $ / shares						$ 1,000
Class of warrant or right, exercise price of warrants or rights (in usd per share) \| $ / shares						$ 7.00
Preferred stock, liquidation preference, percentage						4.00%
Convertible Preferred Stock \| Preferred Stock
Stockholders Equity [Line Items]
Conversion of preferred stock and warrants, amount converted (shares)		69,445	1,015
Cash paid in connection with preferred stock conversion \| $		$ 22,000,000
Convertible Preferred Stock \| Common Stock
Stockholders Equity [Line Items]
Issuance of common stock upon conversion of preferred stock and warrants (in shares)		9,900,000	100,000
Over-Allotment Option
Stockholders Equity [Line Items]
Number of shares issued in transaction (in shares)	2,500,000
Gross proceeds received net of fees and expenses \| $	$ 384,000,000
Underwriters
Stockholders Equity [Line Items]
Sale of stock, price per share (in usd per share) \| $ / shares	$ 138.00
Options, granted (in shares)	750,000

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions.

Following the spin-off, we adopted a new format for our Consolidated Statements of Income to separately present depreciation and amortization expense, transaction and integration costs and restructuring costs from other operating expenses. We have recast prior year amounts to conform to the current year’s presentation.

Consolidation

Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions.

To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European Trade Securitization Program discussed below in this Note and in Note 12—Debt.

We have a controlling financial interest in entities generally when we own a majority of the voting interest. The noncontrolling interests reflected in our consolidated financial statements primarily related to a minority interest in XPO Logistics Europe SA (“XPO Logistics Europe”), a business we acquired majority ownership of in 2015. In

2021, we completed a buy-out offer and squeeze-out for the remaining 3% of XPO Logistics Europe that we did not already own at a cost of $128 million plus expenses. Previously, in 2020 and 2019, we purchased shareholders’ noncontrolling interests in XPO Logistics Europe for €17 million (approximately $21 million) and €234 million (approximately $258 million), respectively.

Significant Accounting Policies

Revenue Recognition

We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied.

We generate revenue by providing less-than-truckload, truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract.

A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service.

Generally, we can adjust our pricing 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 Costs

We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Direct operating expense (exclusive of depreciation and amortization).

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, 2021, 2020 and 2019, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $10 million, $11 million and $10 million, respectively.

Accounts Receivable and Allowance for Credit Losses

We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in 2020 and in accordance with Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible.

The roll-forward of the allowance for credit losses was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	46	$	38	$	41
Provision charged to expense	28		45		20
Write-offs, less recoveries, and other adjustments	(27)		(41)		(23)
Cumulative effect adjustment for adoption of ASU 2016-13	—		4		—
Ending balance	$	47	$	46	$	38

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

Our European business participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. The program expires in July 2024.

We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Consolidated Balance Sheets at the date of transfer. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Consolidated Balance Sheets. See Note 12—Debt for additional information on these borrowings.

The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $227 million as of December 31, 2021). Prior to July 2021, when the securitization program was amended in connection with the spin-off, the maximum amount available was €400 million. As of December 31, 2021, the maximum amount available under the program was utilized. The weighted average interest rate was 0.50% as of December 31, 2021. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the years ended December 31, 2021, 2020 and 2019.

Information related to the trade receivables sold was as follows:


	Years Ended December 31,
(In millions)	2021 (1)		2020 (1)		2019 (1)
Securitization programs
Receivables sold in period	$	1,726	$	1,377	$	1,217
Cash consideration	1,726		1,377		1,161
Deferred purchase price	—		—		57

Factoring programs
Receivables sold in period	72		76		64
Cash consideration	72		75		65

(1) Information for the years ended December 31, 2021, 2020 and 2019 exclude the impact of the Logistics segment.

In addition to the cash considerations referenced above, we received $75 million in the year ended December 31, 2019, for the realization of cash on the deferred purchase price receivable for our prior securitization program.

Property and Equipment

We generally record property and equipment at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology.

We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, containers, tractors, trailers and tankers						3 to 15 years
Rail cars and chassis						15 to 30 years
Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 6 years

Leases

We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the index that matches our credit rating, and then adjusts as if the borrowings were collateralized.

We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 8—Leases.

Asset Retirement Obligations

A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset.

Goodwill

We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management.

Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors.

For our 2021 goodwill assessment, we performed a step-zero qualitative analysis for our three reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment.

For our 2020 goodwill assessment, we performed a quantitative analysis for the five reporting units that existed at the time of the assessment using a combination of income and market approaches with the assistance of a third-party valuation appraiser. As of August 31, 2020, we completed our annual impairment test for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill. Our number of reporting units decreased from five in 2020 to three in 2021 as a result of the spin-off and other organizational changes.

The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.

Intangible Assets

Our intangible assets subject to amortization consist primarily of customer relationships. We review 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. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for customer relationships is 5 to 16 years.

Accrued Expenses

The components of accrued expenses as of December 31, 2021 and 2020 are as follows:


	As of December 31,
(In millions)	2021		2020
Accrued salaries and wages	$	375	$	392
Accrued transportation and facility charges	390		303
Other accrued expenses	342		349
Total accrued expenses	$	1,107	$	1,044

Self-Insurance

We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense.

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

Advertising Costs

Advertising costs are expensed as incurred.

Stockholders’ Equity

We retire shares purchased under our share repurchase program and return them to authorized and unissued status. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.

Accumulated Other Comprehensive Income (Loss)

The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2021 and 2020, are as follows:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans Liability		Less: AOCI Attributable to Noncontrolling Interests		AOCI Attributable to XPO
As of December 31, 2019	$	(120)	$	5	$	(31)	$	1	$	(145)
Other comprehensive income (loss)	121		(17)		(116)		(6)		(18)
Amounts reclassified from AOCI	(9)		15		(1)		—		5
Net current period other comprehensive income (loss)	112		(2)		(117)		(6)		(13)
As of December 31, 2020	(8)		3		(148)		(5)		(158)
Other comprehensive income (loss)	(79)		4		34		2		(39)
Amounts reclassified from AOCI	(6)		(7)		—		—		(13)
Net current period other comprehensive income (loss)	(85)		(3)		34		2		(52)
Spin-off of GXO	41		—		82		3		126
As of December 31, 2021	$	(52)	$	—	$	(32)	$	—	$	(84)

Income Taxes

We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize 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 our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-off of GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost.

Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented.

We convert foreign currency transactions recognized on our Consolidated Statements of Income 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 Foreign currency (gain) loss on our Consolidated Statements of Income.

Fair Value Measurements

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.

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2021 and 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program. For information on the fair value hierarchy of our derivative instruments, see Note 11—Derivative Instruments and for information on financial liabilities, see Note 12—Debt.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2021	$	181	$	181	$	181
December 31, 2020	1,685		1,685		1,685

The decrease in cash equivalents from December 31, 2020 to December 31, 2021 was primarily due to the redemption of our senior notes due 2022, 2023 and 2024 and the repayment of borrowings under our revolving loan credit agreement (the “ABL Facility”) in 2021. For further information, see Note 12—Debt.

Derivative Instruments

We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.

The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income.

Defined Benefit Pension Plans

We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation 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 our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.

Stock-Based Compensation

We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur.

We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PRSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PRSU award is considered probable.

Adoption of New Accounting Standard

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Effective

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU increases the transparency surrounding government assistance by requiring disclosure of (i) the types of assistance received, (ii) an entity’s accounting for the assistance and (iii) the effect of the assistance on the entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of the new guidance, which is limited to financial statement disclosures.

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance.

Basis of Presentation and Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	$ 2,849	$ 2,896
Other comprehensive income (loss)	(39)	(18)
Amounts reclassified from AOCI	(13)	5
Other comprehensive income (loss)	(52)	(13)
Spin-off of GXO	126
Balance at end of period	1,138	2,849
AOCI Attributable to XPO
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(158)	(145)
Balance at end of period	(84)	(158)
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(8)	(120)
Other comprehensive income (loss)	(79)	121
Amounts reclassified from AOCI	(6)	(9)
Other comprehensive income (loss)	(85)	112
Spin-off of GXO	41
Balance at end of period	(52)	(8)
Derivative Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	3	5
Other comprehensive income (loss)	4	(17)
Amounts reclassified from AOCI	(7)	15
Other comprehensive income (loss)	(3)	(2)
Spin-off of GXO	0
Balance at end of period	0	3
Defined Benefit Plans Liability
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(148)	(31)
Other comprehensive income (loss)	34	(116)
Amounts reclassified from AOCI	0	(1)
Other comprehensive income (loss)	34	(117)
Spin-off of GXO	82
Balance at end of period	(32)	(148)
Less: AOCI Attributable to Noncontrolling Interests
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(5)	1
Other comprehensive income (loss)	2	(6)
Amounts reclassified from AOCI	0	0
Other comprehensive income (loss)	2	(6)
Spin-off of GXO	3
Balance at end of period	$ 0	$ (5)

Basis of Presentation and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other long-term assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash, noncurrent	$ 10	$ 11	$ 10

Debt - Senior Debentures (Details) - 6.70% Senior debentures due 2034 - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2015
Debt Instrument [Line Items]
Interest rate, stated percentage		6.70%
Debt acquired in an acquisition		$ 300
Annual effective interest rate	10.96%

Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	$ 88	$ (98)	$ 67
Amount of Gain (Loss) Reclassified from AOCI into Net Income	7	(15)	5
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	6	9	11
Derivatives designated as cash flow hedges \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	4	(12)	7
Amount of Gain (Loss) Reclassified from AOCI into Net Income	7	(15)	5
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0	1
Derivatives designated as cash flow hedges \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	0	(5)	5
Amount of Gain (Loss) Reclassified from AOCI into Net Income	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0	0
Derivatives designated as cash flow hedges \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	84	(81)	55
Amount of Gain (Loss) Reclassified from AOCI into Net Income	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 6	$ 9	$ 10

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP, number of shares authorized for issuance (in shares)	2,000,000,000,000
Number of shares available for purchase (in shares)	2,000,000,000,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum employee contribution percentage into ESPP	10.00%
ESPP discount percentage from market price on last trading day at end of purchase period	5.00%
ESPP offering period	6 months
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of options	10 years
Options, granted (in shares)	0
Options, outstanding, intrinsic value (less than)	$ 1
Options, exercised, intrinsic value	4	$ 56	$ 6
Proceeds from stock options exercised	$ 2	1	1
Stock Options \| Employee and Officer \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period	3 years
Stock Options \| Employee and Officer \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period	5 years
Stock Options \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period	1 year
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vested, fair value	$ 69	$ 64	13
Outstanding (in shares)	1,461,610	1,615,812
Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vested, fair value	$ 2	$ 8	$ 23
Outstanding (in shares)	2,006,235	1,856,561
Performance-based Restricted Stock Units Subject To Service, Market and Performance Based Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	1,700,480
Performance-based Restricted Stock Units Subject To Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	283,764
Restricted Stock Units Subject To Service and Market Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	21,991
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 69
Unrecognized compensation cost, period for recognition	2 years 7 months 20 days
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	7,200,000
Shares available for issuance (in shares)	1,700,000

Basis of Presentation and Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accrued salaries and wages	$ 375	$ 392
Accrued transportation and facility charges	390	303
Other accrued expenses	342	349
Total accrued expenses	$ 1,107	$ 1,044

Commitments and Contingencies (Details) $ in Millions	1 Months Ended	3 Months Ended
Commitments and Contingencies (Details) $ in Millions	Apr. 30, 2012 claimant	Sep. 30, 2021 USD ($)
Alvarez Case
Loss Contingencies [Line Items]
Settlement amount awarded to other party		$ 20.0
Arrellano Case
Loss Contingencies [Line Items]
Settlement amount awarded to other party		$ 9.5
Insurance Contribution Litigation
Loss Contingencies [Line Items]
Number of insurance companies \| claimant	18

Restructuring Charges - Schedule of Restructuring-Related Activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 13	$ 15
Charges Incurred	19	31
Payments	(17)	(31)
Foreign Exchange and Other	0	(2)
Restructuring reserve, ending balance	15	13
Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	8	15
Charges Incurred	19	25
Payments	(14)	(31)
Foreign Exchange and Other	0	(1)
Restructuring reserve, ending balance	13	8
Facilities
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	5	0
Charges Incurred	0	6
Payments	(3)	0
Foreign Exchange and Other	0	(1)
Restructuring reserve, ending balance	2	5
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	1	3
Charges Incurred	9	8
Payments	(2)	(9)
Foreign Exchange and Other	(1)	(1)
Restructuring reserve, ending balance	7	1
North American LTL \| Operating Segments \| Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0	1
Charges Incurred		4
Payments		(5)
Foreign Exchange and Other		0
Restructuring reserve, ending balance		0
Brokerage and Other Services \| Operating Segments \| Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	7	11
Charges Incurred	10	13
Payments	(12)	(17)
Foreign Exchange and Other	1	0
Restructuring reserve, ending balance	6	7
Brokerage and Other Services \| Operating Segments \| Facilities
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	5	0
Charges Incurred	0	6
Payments	(3)	0
Foreign Exchange and Other	0	(1)
Restructuring reserve, ending balance	$ 2	$ 5

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues

Our revenue disaggregated by geographical area, based on sales office location, was as follows:


	Year Ended December 31, 2021
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	4,029	$	5,387	$	(219)	$	9,197
North America (excluding United States)	89		311		—		400
France	—		1,354		—		1,354
United Kingdom	—		879		—		879
Europe (excluding France and United Kingdom)	—		843		—		843
Other	—		133		—		133
Total	$	4,118	$	8,907	$	(219)	$	12,806


	Year Ended December 31, 2020
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	3,461	$	3,899	$	(140)	$	7,220
North America (excluding United States)	78		233		—		311
France	—		1,205		—		1,205
United Kingdom	—		677		—		677
Europe (excluding France and United Kingdom)	—		739		—		739
Other	—		47		—		47
Total	$	3,539	$	6,800	$	(140)	$	10,199


	Year Ended December 31, 2019
(In millions)	North American LTL		Brokerage and Other Services		Eliminations		Total
Revenue
United States	$	3,702	$	3,902	$	(151)	$	7,453
North America (excluding United States)	89		196		—		285
France	—		1,358		—		1,358
United Kingdom	—		760		—		760
Europe (excluding France and United Kingdom)	—		805		—		805
Other	—		20		—		20
Total	$	3,791	$	7,041	$	(151)	$	10,681

Our revenue disaggregated by service offering was as follows:


	Years Ended December 31,
(In millions)	2021		2020		2019
North America:
LTL (1)	$	4,192	$	3,575	$	3,841
Truck brokerage	2,749		1,684		1,372
Last mile	1,016		908		873
Other brokerage (2)	2,025		1,564		1,853
Total North America	9,982		7,731		7,939
Europe	3,077		2,622		2,923
Eliminations	(253)		(154)		(181)
Total	$	12,806	$	10,199	$	10,681

(1) Less-Than-Truckload revenue is before intercompany eliminations and includes revenue from the Company’s trailer manufacturing business.

Employee Benefit Plans - Benefit Obligations and Funded Status for Medical Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 2,052	$ 1,862
Interest cost on projected benefit obligation	39	54	$ 66
Actuarial loss	(82)	216
Benefits paid	(84)	(80)
Projected benefit obligation at end of year	1,925	2,052	1,862
Funded status of the plan	84	10
Amounts recognized in the balance sheet consist of:
Current liabilities	(5)	(5)
Long-term liabilities	(67)	(73)
Net pension asset recognized	84	10
Postretirement Medical Plan
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	44	41
Interest cost on projected benefit obligation	1	1
Actuarial loss	0	(4)
Participant contributions	1	1
Benefits paid	(5)	(3)
Projected benefit obligation at end of year	41	44	$ 41
Funded status of the plan	(41)	(44)
Amounts recognized in the balance sheet consist of:
Current liabilities	(3)	(3)
Long-term liabilities	(38)	(41)
Net pension asset recognized	$ (41)	$ (44)
Discount rate assumption as of December 31	2.67%	2.20%
Postretirement Medical Plan \| Minimum
Amounts recognized in the balance sheet consist of:
Discount rate - net periodic benefit costs	1.56%	2.66%	3.87%
Postretirement Medical Plan \| Maximum
Amounts recognized in the balance sheet consist of:
Discount rate - net periodic benefit costs	2.34%	3.22%	4.36%

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 3,636	$ 3,537
Less: accumulated depreciation and amortization	(1,828)	(1,646)
Total property and equipment, net	1,808	1,891
Net book value of capitalized internally-developed software included in property and equipment, net	230	248
Land
Property, Plant and Equipment [Line Items]
Property and equipment	276	297
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	380	375
Vehicles, tractors, trailers and tankers
Property, Plant and Equipment [Line Items]
Property and equipment	1,825	1,791
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	270	264
Computer software and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 885	$ 810

Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Vehicles, containers, tractors, trailers and tankers \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles, containers, tractors, trailers and tankers \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years
Rail cars, containers and chassis \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years
Rail cars, containers and chassis \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	30 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Computer software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year
Computer software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	6 years

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Operating leases:
Operating lease assets	$ 908	$ 844
Short-term operating lease liabilities	170	152
Operating lease liabilities	752	696
Total operating lease liabilities	922	848
Finance leases:
Property and equipment, gross	403	392
Accumulated depreciation	(156)	(135)
Property and equipment, net	247	257
Short-term borrowings and current maturities of long-term debt	57	59
Long-term debt	180	193
Total finance lease liabilities	$ 237	$ 252
Weighted-average remaining lease term:
Operating leases	8 years	7 years
Finance leases	6 years	6 years
Weighted-average discount rate:
Operating leases	4.86%	5.26%
Finance leases	1.98%	2.33%
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term borrowings and current maturities of long-term debt	Short-term borrowings and current maturities of long-term debt
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt

Goodwill - Schedule of Goodwill (Details) - USD ($)	12 Months Ended
Goodwill - Schedule of Goodwill (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 2,536,000,000	$ 2,474,000,000
Impact of foreign exchange translation and other	(57,000,000)	62,000,000
Goodwill at end of period	2,479,000,000	2,536,000,000
Cumulative goodwill impairments	0
North American LTL
Goodwill [Roll Forward]
Goodwill at beginning of period	722,000,000	722,000,000
Impact of foreign exchange translation and other	0	0
Goodwill at end of period	722,000,000	722,000,000
Brokerage and Other Services
Goodwill [Roll Forward]
Goodwill at beginning of period	1,814,000,000	1,752,000,000
Impact of foreign exchange translation and other	(57,000,000)	62,000,000
Goodwill at end of period	$ 1,757,000,000	$ 1,814,000,000

Consolidated Balance Sheets - (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 47	$ 46
Property and equipment, accumulated depreciation	1,828	1,646
Identifiable intangible assets, accumulated amortization	$ 612	$ 536
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	1,000.000
Preferred stock, shares outstanding (in shares)	0	1,000.000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	115,000,000	102,000,000
Common stock, shares outstanding (in shares)	115,000,000	102,000,000

Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 3,361	$ 3,270	$ 3,186	$ 2,989	$ 2,938	$ 2,675	$ 2,127	$ 2,459	$ 12,806	$ 10,199	$ 10,681
United States
Disaggregation of Revenue [Line Items]
Revenue									9,197	7,220	7,453
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue									400	311	285
France
Disaggregation of Revenue [Line Items]
Revenue									1,354	1,205	1,358
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									879	677	760
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue									843	739	805
Other
Disaggregation of Revenue [Line Items]
Revenue									133	47	20
Eliminations
Disaggregation of Revenue [Line Items]
Revenue									(219)	(140)	(151)
Eliminations \| United States
Disaggregation of Revenue [Line Items]
Revenue									(219)	(140)	(151)
Eliminations \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Eliminations \| France
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Eliminations \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Eliminations \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Eliminations \| Other
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
North American LTL \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									4,118	3,539	3,791
North American LTL \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue									4,029	3,461	3,702
North American LTL \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue									89	78	89
North American LTL \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
North American LTL \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
North American LTL \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
North American LTL \| Operating Segments \| Other
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Brokerage and Other Services \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue									8,907	6,800	7,041
Brokerage and Other Services \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue									5,387	3,899	3,902
Brokerage and Other Services \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue									311	233	196
Brokerage and Other Services \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue									1,354	1,205	1,358
Brokerage and Other Services \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									879	677	760
Brokerage and Other Services \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue									843	739	805
Brokerage and Other Services \| Operating Segments \| Other
Disaggregation of Revenue [Line Items]
Revenue									$ 133	$ 47	$ 20

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet

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


	December 31, 2021
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	362	Other current assets	$	—	Other current liabilities	$	(4)
Cross-currency swap agreements	110		Other long-term assets	—		Other long-term liabilities	—
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	—


Total				$	—		$	(4)


	December 31, 2020
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(44)
Cross-currency swap agreements	740		Other long-term assets	—		Other long-term liabilities	(65)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(4)


Total				$	—		$	(113)

Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments

The effect of derivative and nonderivative instruments designated as hedges on our Consolidated Statements of Income was as follows:


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives						Amount of Gain (Loss) Reclassified from AOCI into Net Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Years Ended December 31,
(In millions)	2021		2020		2019		2021		2020		2019		2021		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	4	$	(12)	$	7	$	7	$	(15)	$	5	$	—	$	—	$	1
Interest rate swaps	—		(5)		5		—		—		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	84		(81)		55		—		—		—		6		9		10


Total	$	88	$	(98)	$	67	$	7	$	(15)	$	5	$	6	$	9	$	11

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Fair Value	$ 0	$ 0
Fair Value	(4)	(113)
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	362	450
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Fair Value	0	0
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Fair Value	(4)	(44)
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	110	740
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Fair Value	0	0
Level 2 \| Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Fair Value	0	(65)
Level 2 \| Derivatives designated as hedges \| Interest rate swaps \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	2,003	2,003
Level 2 \| Derivatives designated as hedges \| Interest rate swaps \| Other current assets
Derivatives, Fair Value [Line Items]
Fair Value	0	0
Level 2 \| Derivatives designated as hedges \| Interest rate swaps \| Other current liabilities
Derivatives, Fair Value [Line Items]
Fair Value	$ 0	$ (4)

Stockholder's Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholder's Equity

Stockholders’ Equity

Our Board of Directors is authorized to establish one or more series of preferred stock.

Series A Convertible Perpetual Preferred Stock and Warrants

In 2011, we issued 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $1,000 per share which were convertible into shares of our common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution adjustments). We also issued warrants exercisable for shares of our common stock at an initial exercise price of $7.00 per common share (subject to customary anti-dilution adjustments). Our preferred stock ranked senior to our common stock with respect to dividend and liquidation rights. Our preferred stock paid quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on our underlying common stock for the relevant quarter and (ii) 4% of the then-applicable liquidation preference per annum. Our preferred stock was not redeemable.

In December 2020, some holders of our convertible preferred stock exchanged their holdings for a combination of our common stock, based on the stated conversion price, and a lump-sum payment that represents an approximation of the net present value of the future dividends payable on the preferred stock. Additionally, some holders of our warrants exchanged (or committed to exchange subject to the satisfaction of certain customary closing conditions)

their holdings, including Jacobs Private Equity, LLC (“JPE”), an entity controlled by the Company’s chairman and chief executive officer, for a number of shares of our common stock equal to the number of shares of common stock that such holder would be entitled to receive upon an exercise of the warrants less the number of shares of common stock that have an approximate value equal to the exercise price of the warrants. With respect to the preferred stock, through December 31, 2020, 69,445 shares were exchanged, and we issued 9.9 million shares of common stock and paid $22 million of cash. The $22 million was reflected as a preferred stock conversion charge in 2020 in the accompanying consolidated financial statements. With respect to the warrants, through December 31, 2020, 0.3 million warrants were exchanged, and we issued 0.3 million shares of common stock.

In 2021, the remaining 1,015 preferred shares were exchanged, and we issued 0.1 million shares of common stock. With respect to the warrants, in 2021, 9.8 million warrants were exchanged, and we issued 9.2 million shares of common stock. These exchanges were intended to simplify our equity capital structure, including in contemplation of the spin-off of our Logistics segment. As of December 31, 2021, there were no shares of preferred stock or warrants outstanding.

Share Issuance

In July 2021, we completed a registered underwritten offering of 5.0 million shares of our common stock at a public offering price of $138.00 per share, plus an additional 750,000 shares of our common stock through an option granted to underwriters. Of the 5.0 million shares, we offered 2.5 million shares directly and 2.5 million shares were offered by JPE. The additional 750,000 purchased shares were also split equally between us and JPE. We received approximately $384 million of proceeds, net of fees and expenses, from the sale of the shares and used them to repay a portion of our outstanding borrowings and for general corporate purposes. XPO did not receive any proceeds from the sale of shares by JPE.

Share Repurchases

In December 2018, our Board of Directors authorized the repurchase of up to $1 billion of our common stock, which was completed in the first quarter of 2019. The share repurchases were funded by our Unsecured Credit Facility and available cash.

In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock. The 2019 authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. The share purchases under this program have been funded by our available cash and proceeds from our 2019 debt offerings.


	Years Ended December 31,
(In millions, except per share data)		2020			2019
Shares purchased and retired			2			25
Aggregate value			$	114		$	1,347
Average price per share			$	66.58		$	53.41
Remaining authorization			$	503		$	617

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

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+ Details

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Selected Financial Data for Each Reportable Segment

Selected financial data for our segments is as follows:


	Years Ended December 31,
(in millions)	2021		2020		2019
Revenue
North American LTL	$	4,118	$	3,539	$	3,791
Brokerage and Other Services	8,907		6,800		7,041
Eliminations	(219)		(140)		(151)
Total	$	12,806	$	10,199	$	10,681

Adjusted EBITDA
North American LTL	$	904	$	764	$	851
Brokerage and Other Services	547		284		406
Corporate	(212)		(201)		(167)
Total adjusted EBITDA	1,239		847		1,090
Less:
Debt extinguishment loss	54		—		5
Interest expense	211		307		268
Income tax provision (benefit)	87		(22)		60
Depreciation and amortization expense	476		470		467
Unrealized (gain) loss on foreign currency option and forward contracts	1		(1)		9
Litigation settlements	31		—		—
Transaction and integration costs (1)	37		75		5
Restructuring costs (2)	19		31		35
Income (loss) from continuing operations	$	323	$	(13)	$	241

Depreciation and amortization expense
North American LTL	$	226	$	224	$	227
Brokerage and Other Services	240		229		220
Corporate	10		17		20
Total	$	476	$	470	$	467

(2) See Note 6— Restructuring Charges for further information on our restructuring actions.

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets


	December 31, 2021				December 31, 2020
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	1,192	$	612	$	1,211	$	536

Estimated Future Amortization Expense for Amortizable Intangible Assets

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:


(In millions)	2022		2023		2024		2025		2026		Thereafter
Estimated amortization expense	$	75	$	65	$	64	$	62	$	62	$	252

Basis of Presentation and Significant Accounting Policies - Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Securitization programs
Receivables sold in period	$ 1,726	$ 1,377	$ 1,217
Cash consideration	1,726	1,377	1,161
Deferred purchase price	0	0	57
Factoring Programs [Abstract]
Receivables sold in period	72	76	64
Cash consideration	$ 72	$ 75	$ 65

Stockholder's Equity - Schedule of Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
2020 Program
Equity, Class of Treasury Stock [Line Items]
Shares repurchased and retired (in shares)	2
Aggregate value	$ 114
Average price per share (in usd per share)	$ 66.58
Remaining authorization	$ 503
2019 Program
Equity, Class of Treasury Stock [Line Items]
Shares repurchased and retired (in shares)		25
Aggregate value		$ 1,347
Average price per share (in usd per share)		$ 53.41
Remaining authorization		$ 617

Income Taxes - Schedule of Income before Income Tax, Related to Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S.	$ 420	$ 45	$ 286
Foreign	(10)	(80)	15
Income (loss) from continuing operations before income tax provision (benefit)	$ 410	$ (35)	$ 301

- Definition

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

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

Derivative Instruments

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our 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. Historically, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default.

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


	December 31, 2021
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	362	Other current assets	$	—	Other current liabilities	$	(4)
Cross-currency swap agreements	110		Other long-term assets	—		Other long-term liabilities	—
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	—


Total				$	—		$	(4)


	December 31, 2020
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(44)
Cross-currency swap agreements	740		Other long-term assets	—		Other long-term liabilities	(65)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(4)


Total				$	—		$	(113)

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

The effect of derivative and nonderivative instruments designated as hedges on our Consolidated Statements of Income was as follows:


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives						Amount of Gain (Loss) Reclassified from AOCI into Net Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Years Ended December 31,
(In millions)	2021		2020		2019		2021		2020		2019		2021		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	4	$	(12)	$	7	$	7	$	(15)	$	5	$	—	$	—	$	1
Interest rate swaps	—		(5)		5		—		—		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	84		(81)		55		—		—		—		6		9		10


Total	$	88	$	(98)	$	67	$	7	$	(15)	$	5	$	6	$	9	$	11

The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was a loss of $1 million, a gain of $1 million and a loss of $9 million for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income.

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt. In 2021, in preparation for the spin-off, we novated (or transferred) cross-currency swaps that were recorded as a liability with a fair value of approximately $28 million to GXO, as well as the associated amounts in AOCI.

During the term of the swap contracts, we will receive interest, either on a quarterly or semi-annual basis, from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly or semi-annual basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2024.

We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially

recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. For net investment hedges that were de-designated prior to their maturity, the amounts in AOCI will remain in AOCI until the subsidiary is sold or substantially liquidated. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

Prior to the spin-off, we entered into cross-currency swap agreements to manage the related foreign currency exposure from intercompany loans. We designated these cross-currency swaps as qualifying hedging instruments and accounted for them as cash flow hedges. Gains and losses resulting from the change in the fair value of the cross-currency swaps was initially recognized in AOCI and reclassified to Foreign currency (gain) loss to offset the foreign exchange impact in earnings created by settling intercompany loans. Cash flows related to these cash flow hedges was included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The outstanding interest rate swaps mature in 2022.

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

Foreign Currency Option and Forward Contracts

We periodically use foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or the British pound sterling as their functional currency. Additionally, we periodically use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. Generally, the foreign currency contracts (both option and forward contracts) are not designated as qualifying hedging instruments. The contracts are used to manage our exposure to foreign currency exchange rate fluctuations and are not speculative. The contracts generally expire in 12 months or less. We had no outstanding contracts as of December 31, 2021 and December 31, 2020. Gains or losses on the contracts are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. Cash flows related to the foreign currency contracts are included in Cash flows from investing activities of continuing operations on our Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired.

Leases - Maturities of Financing and Operating Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Finance Leases
2022	$ 61
2023	56
2024	49
2025	34
2026	18
Thereafter	37
Total lease payments	255
Less: interest	(18)
Present value of lease liabilities	237	$ 252
Operating Leases
2022	206
2023	189
2024	151
2025	113
2026	88
Thereafter	373
Total lease payments	1,120
Less: interest	(198)
Present value of lease liabilities	$ 922	$ 848

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 341	$ 117	$ 440
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $—, $17 and $(7)	(85)	112	23
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $1, $— and $(1)	(3)	(2)	4
Defined benefit plans adjustment, net of tax effect of $(11), $30 and $1	34	(117)	(19)
Other comprehensive income (loss)	(54)	(7)	8
Comprehensive income	287	110	448
Less: Comprehensive income attributable to noncontrolling interests	3	13	20
Comprehensive income attributable to XPO	$ 284	$ 97	$ 428

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Quarterly Financial Information [Line Items]
Revenue	$ 3,361	$ 3,270	$ 3,186	$ 2,989	$ 2,938	$ 2,675	$ 2,127	$ 2,459	$ 12,806	$ 10,199	$ 10,681
Operating income (loss)	174	112	191	139	153	138	(101)	38	616	228	561
Income (loss) from continuing operations	126	21	113	63	66	37	(107)	(9)	323	(13)	241
Income from discontinued operations, net of taxes	(4)	(78)	45	55	62	61	(27)	34	18	130	199
Net income (loss)	122	(57)	158	118	128	98	(134)	25	341	117	440
Net income (loss) attributable to common shareholders
Continuing operations, basic	126	21	113	63	34	28	(105)	(11)	323	(41)	201
Discontinued operations, basic	(4)	(78)	43	52	59	56	(27)	32	13	120	178
Net income (loss) attributable to common shareholders, basic	122	(57)	156	115	93	84	(132)	21	336	79	379
Continuing operations, diluted	126	21	113	63	34	28	(105)	(11)	323	(41)	201
Discontinued operations, diluted	(4)	(78)	43	52	59	56	(27)	32	13	120	178
Net income (loss) attributable to common shareholders, diluted	$ 122	$ (57)	$ 156	$ 115	$ 93	$ 84	$ (132)	$ 21	$ 336	$ 79	$ 379
Basic earnings (loss) per share:
Continuing operations, basic (in dollars per share)	$ 1.09	$ 0.19	$ 1.01	$ 0.59	$ 0.37	$ 0.30	$ (1.16)	$ (0.11)	$ 2.88	$ (0.45)	$ 2.09
Discontinued operations, basic (in dollars per share)	(0.03)	(0.69)	0.38	0.49	0.64	0.63	(0.29)	0.34	0.11	1.32	1.86
Basic earnings per share attributable to common shareholders (usd per share)	1.06	(0.50)	1.39	1.08	1.01	0.93	(1.45)	0.23	2.99	0.87	3.95
Diluted earnings (loss) per common share
Continuing operations, diluted (usd per share)	1.08	0.19	1.00	0.56	0.33	0.27	(1.16)	(0.11)	2.82	(0.45)	1.89
Discontinued operations, diluted (usd per share)	(0.03)	(0.68)	0.38	0.46	0.58	0.56	(0.29)	0.34	0.11	1.32	1.68
Diluted earnings per share attributable to common shareholders (usd per share)	$ 1.05	$ (0.49)	$ 1.38	$ 1.02	$ 0.91	$ 0.83	$ (1.45)	$ 0.23	$ 2.93	$ 0.87	$ 3.57
Litigation settlements		$ 29							$ 31	$ 0	$ 0
Transaction and integration costs			$ 29					$ 37	37	75	5
Restructuring costs			28						19	31	35
Continuing operations, diluted	$ 126	$ 21	$ 113	$ 63	$ 34	$ 28	$ (105)	$ (11)	$ 323	$ (41)	$ 201
Diluted earnings per share from discontinued operations (usd per share)	$ (0.03)	$ (0.68)	$ 0.38	$ 0.46	$ 0.58	$ 0.56	$ (0.29)	$ 0.34	$ 0.11	$ 1.32	$ 1.68
Preferred Stock Conversion
Net income (loss) attributable to common shareholders
Continuing operations, diluted					$ 22
Diluted earnings (loss) per common share
Discontinued operations, diluted (usd per share)					$ 0.22
Continuing operations, diluted					$ 22
Diluted earnings per share from discontinued operations (usd per share)					$ 0.22