0001166003-23-000053 | 10-Q | XBRL Viewer

Print Document View Excel Document

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 309	$ 460
Accounts receivable, net of allowances of $48 and $43, respectively	1,019	954
Other current assets	221	199
Current assets of discontinued operations	16	17
Total current assets	1,565	1,630
Long-term assets
Property and equipment, net of $1,743 and $1,679 in accumulated depreciation, respectively	1,978	1,832
Operating lease assets	717	719
Goodwill	1,483	1,472
Identifiable intangible assets, net of $407 and $392 in accumulated amortization, respectively	396	407
Other long-term assets	209	209
Total long-term assets	4,783	4,639
Total assets	6,348	6,269
Current liabilities
Accounts payable	505	521
Accrued expenses	792	774
Short-term borrowings and current maturities of long-term debt	66	59
Short-term operating lease liabilities	110	107
Other current liabilities	58	30
Current liabilities of discontinued operations	15	16
Total current liabilities	1,546	1,507
Long-term liabilities
Long-term debt	2,478	2,473
Deferred tax liability	307	319
Employee benefit obligations	92	93
Long-term operating lease liabilities	606	606
Other long-term liabilities	264	259
Total long-term liabilities	3,747	3,750
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 116 and 115 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	1,252	1,238
Retained earnings (accumulated deficit)	10	(4)
Accumulated other comprehensive loss	(207)	(222)
Total equity	1,055	1,012
Total liabilities and equity	$ 6,348	$ 6,269

Organization, Description of Business and Basis of Presentation - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Securitization programs
Receivables sold in period	$ 440	$ 447
Cash consideration	440	447
Factoring programs
Receivables sold in period	24	21
Cash consideration	$ 24	$ 21

Restructuring Charges - Narrative (Details) $ in Millions	3 Months Ended
Restructuring Charges - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($)
Operating Segments \| North American LTL
Restructuring Cost and Reserve [Line Items]
Impairment charges	$ 6

Debt - Term Loan Facility (Details)	Mar. 31, 2023
Term Loan Credit Agreement
Debt Instrument [Line Items]
Annual effective interest rate	6.45%

Debt - Letters of Credit Facility (Details) - Uncommitted Secured Letter of Credit Facility	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Debt instrument face amount	$ 154,000,000
Maximum borrowing capacity	$ 200,000,000

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-32172
Entity Registrant Name	XPO, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	03-0450326
Entity Address, Address Line One	Five American Lane
Entity Address, City or Town	Greenwich,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	855
Local Phone Number	976-6951
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	XPO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Small Business Entity	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		115,857,013
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31

Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 1,907	$ 1,894
Salaries, wages and employee benefits	762	725
Purchased transportation	457	510
Fuel, operating expenses and supplies	427	418
Operating taxes and licenses	15	16
Insurance and claims	44	56
Gains on sales of property and equipment	(3)	(1)
Depreciation and amortization expense	101	94
Transaction and integration costs	22	7
Restructuring costs	24	6
Operating income	58	63
Other income	(5)	(14)
Interest expense	42	37
Income from continuing operations before income tax provision	21	40
Income tax provision	4	8
Income from continuing operations	17	32
Income (loss) from discontinued operations, net of taxes	(3)	456
Net income attributable to XPO	14	488
Net income (loss) attributable to common shareholders
Continuing operations, basic	17	32
Discontinued operations, basic	(3)	456
Net income attributable to common shareholders , basic	14	488
Continuing operations, diluted	17	32
Discontinued operations, diluted	(3)	456
Net income attributable to common shareholders , diluted	$ 14	$ 488
Earnings (loss) per share data
Basic earnings per share from continuing operations (in dollars per share)	$ 0.15	$ 0.28
Basic earnings (loss) per share from discontinued operations (in dollars per share)	(0.02)	3.97
Basic earnings per share attributable to common shareholders (in dollars per share)	0.13	4.25
Diluted earnings per share from continuing operations (in dollars per share)	0.15	0.28
Diluted earnings (loss) per share from discontinued operations (in dollars per share)	(0.02)	3.94
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 4.22
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	116	115
Diluted weighted-average common shares outstanding (in shares)	116	116
Restructuring, incurred cost, statement of income or comprehensive income [extensible enumeration]	Restructuring costs	Restructuring costs

Organization, Description of Business and Basis of Presentation - Schedule of Financial Instruments Within the Fair Value Hierarchy (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 238	$ 402
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	238	402
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 238	$ 402

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt, principal balance	$ 2,646	$ 2,638
Short-term borrowings and current maturities of long-term debt, principal balance	66	59
Long-term debt, excluding short-term borrowings and current maturities principal balance	2,580	2,579
Long-term debt, carrying value	2,478	2,473
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	2,478	2,473
Total debt, carrying value	2,544	2,532
Short-term debt and current maturities of long-term debt, carrying value	66	59
Term loan facility
Debt Instrument [Line Items]
Long-term debt, principal balance	2,003	2,003
Term loan facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 1,983	1,981
6.25% senior notes due 2025
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%
Long-term debt, principal balance	$ 112	112
6.25% senior notes due 2025 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 112	111
6.70% senior debentures due 2034
Debt Instrument [Line Items]
Interest rate, stated percentage	6.70%
Long-term debt, principal balance	$ 300	300
6.70% senior debentures due 2034 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	218	217
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	231	223
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	$ 231	$ 223

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt


	March 31, 2023				December 31, 2022
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	2,003	$	1,983	$	2,003	$	1,981



6.25% senior notes due 2025	112		112		112		111
6.70% senior debentures due 2034	300		218		300		217

Finance leases, asset financing and other	231		231		223		223
Total debt	2,646		2,544		2,638		2,532
Short-term borrowings and current maturities of long-term debt	66		66		59		59
Long-term debt	$	2,580	$	2,478	$	2,579	$	2,473

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2023	$	2,616	$	395	$	2,221
December 31, 2022	2,601		392		2,209

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.

ABL Facility

As of March 31, 2023, our borrowing base and availability under our revolving loan credit agreement (the “ABL Facility”) was $502 million. Outstanding letters of credit were less than $1 million as of March 31, 2023. As of March 31, 2023, we were in compliance with the ABL Facility’s financial covenants.

Letters of Credit Facility

As of March 31, 2023, we had issued $154 million in aggregate face amount of letters of credit under our $200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

The interest rate on our term loan facility was 6.45% as of March 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2023

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:


	March 31, 2023
			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	$	617	Other current assets	$	—	Other current liabilities	$	(21)
Cross-currency swap agreements	57		Other long-term assets	2		Other long-term liabilities	—
Interest rate swaps	1,882		Other current assets	—		Other current liabilities	—


Total				$	2		$	(21)


	December 31, 2022
			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	$	332	Other current assets	$	—	Other current liabilities	$	(11)
Cross-currency swap agreements	68		Other long-term assets	3		Other long-term liabilities	—
Interest rate swaps	1,882		Other current assets	—		Other current liabilities	(1)


Total				$	3		$	(12)

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

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


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,
(In millions)	2023		2022			2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	1		1			—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(10)		9			2		1
Total	$	(9)	$	10		$	2	$	1

Restructuring Charges (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring - Related Activity

Our restructuring-related activity was as follows:


			Three Months Ended March 31, 2023
(In millions)	Reserve Balance as of December 31, 2022		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of March 31, 2023
Severance
North American LTL	$	2	$	—	$	(1)	$	—	$	1
European Transportation	1		7		(2)		—		6
Corporate	19		11		(6)		(1)		23









Total	$	22	$	18	$	(9)	$	(1)	$	30

Debt - ABL Facility (Details) - Revolving Credit Facility - ABL facility	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Line of credit facility, borrowing base	$ 502,000,000
Remaining borrowing availability	502,000,000
Outstanding letters of credit	$ 1,000,000

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We are involved, and expect to 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, environmental liability, commercial disputes, insurance coverage disputes and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. 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. 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. 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 Global Risks US Ins. Co. (“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 interim consolidated financial statements for those potential exposures. California Environmental Matters In August 2022, the Company received a letter from the San Bernardino County District Attorney’s Office, written in cooperation with certain other California District Attorneys and the Los Angeles City Attorney, notifying the Company of an investigation into alleged violations with respect to underground storage tanks, hazardous materials, and hazardous waste in California, and offering a meeting. On October 20, 2022 and April 6, 2023, the Company met with the County Attorneys and the Los Angeles City Attorney. We are assessing the allegations and the underlying facts, and continue to engage with the County and Los Angeles City Attorneys to address the alleged violations. No discussion of potential monetary sanctions or settlement amount has occurred to date, nor can we reasonably estimate potential costs at this time.

Earnings (Loss) per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) per Share

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


		Three Months Ended March 31,
(In millions, except per share data)			2023		2022






Net income from continuing operations attributable to common shares			$	17	$	32



Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest			(3)		456



Net income attributable to common shares, basic			$	14	$	488

Basic weighted-average common shares			116		115
	Dilutive effect of stock-based awards		—		1
Diluted weighted-average common shares			116		116

Basic earnings from continuing operations per share			$	0.15	$	0.28
Basic earnings (loss) from discontinued operations per share			(0.02)		3.97
Basic earnings per share			$	0.13	$	4.25











Diluted earnings from continuing operations per share			$	0.15	$	0.28
Diluted earnings (loss) from discontinued operations per share			(0.02)		3.94
Diluted earnings per share			$	0.13	$	4.22

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities of continuing operations
Net income	$ 14	$ 488
Income (loss) from discontinued operations, net of taxes	(3)	456
Income from continuing operations	17	32
Adjustments to reconcile income from continuing operations to net cash from operating activities
Depreciation, amortization and net lease activity	101	94
Stock compensation expense	22	6
Accretion of debt	3	4
Deferred tax expense (benefit)	(2)	5
Gains on sales of property and equipment	(3)	(1)
Other	17	6
Changes in assets and liabilities
Accounts receivable	(69)	(154)
Other assets	(24)	(37)
Accounts payable	(8)	117
Accrued expenses and other liabilities	22	116
Net cash provided by operating activities from continuing operations	76	188
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment	(224)	(123)
Proceeds from sale of property and equipment	8	3
Net cash used in investing activities from continuing operations	(216)	(120)
Cash flows from financing activities of continuing operations
Repayment of debt and finance leases	(16)	(16)
Change in bank overdrafts	19	3
Payment for tax withholdings for restricted shares	(12)	(12)
Other	(1)	1
Net cash used in financing activities from continuing operations	(10)	(24)
Cash flows from discontinued operations
Operating activities of discontinued operations	(8)	13
Investing activities of discontinued operations	1	691
Net cash provided by (used in) discontinued operations	(7)	704
Effect of exchange rates on cash, cash equivalents and restricted cash	2	(3)
Net increase (decrease) in cash, cash equivalents and restricted cash	(155)	745
Cash, cash equivalents and restricted cash, beginning of period	470	273
Cash, cash equivalents and restricted cash, end of period	315	1,018
Less: Cash, cash equivalents and restricted cash of discontinued operations, end of period	0	50
Cash, cash equivalents and restricted cash of continued operations, end of period	315	968
Supplemental disclosure of cash flow information
Leased assets obtained in exchange for new operating lease liabilities	28	22
Leased assets obtained in exchange for new finance lease liabilities	19	4
Cash paid for interest	39	13
Cash paid for income taxes	$ 3	$ 3

Discontinued Operations - Financial Results from Discontinued Operations of GXO (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net income from discontinued operations attributable to discontinued operations	$ (3)	$ 456
Discontinued Operations \| GXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		1,645
Salaries, wages and employee benefits		164
Purchased transportation		1,221
Fuel, operating expenses and supplies		115
Operating taxes and licenses		1
Insurance and claims		9
Depreciation and amortization expense		22
Gain on sale of business		(450)
Transaction and other operating costs		2
Operating income		561
Income tax provision		105
Net income from discontinued operations attributable to discontinued operations		$ 456

Segment Reporting - Selected Financial Data for Each of Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Total	$ 1,907	$ 1,894
Total Adjusted EBITDA	210	184
Interest expense	42	37
Income tax provision	4	8
Depreciation and amortization expense	101	94
Transaction and integration costs	22	7
Restructuring costs	24	6
Income from continuing operations	17	32
Operating Segments \| North American LTL
Segment Reporting Information [Line Items]
Total	1,120	1,107
Total Adjusted EBITDA	182	186
Depreciation and amortization expense	68	56
Operating Segments \| European Transportation
Segment Reporting Information [Line Items]
Total	787	787
Total Adjusted EBITDA	37	38
Depreciation and amortization expense	32	33
Transaction and integration costs	1	2
Corporate
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	(9)	(40)
Depreciation and amortization expense	1	5
Transaction and integration costs	$ 21	$ 5

Restructuring Charges - Activities (Details) $ in Millions	3 Months Ended
Restructuring Charges - Activities (Details) $ in Millions	Mar. 31, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	$ 22
Charges Incurred	18
Payments	(9)
Foreign Exchange and Other	(1)
Reserve, ending balance	30
Operating Segments \| North American LTL \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	2
Charges Incurred	0
Payments	(1)
Foreign Exchange and Other	0
Reserve, ending balance	1
Operating Segments \| European Transportation \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	1
Charges Incurred	7
Payments	(2)
Foreign Exchange and Other	0
Reserve, ending balance	6
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	19
Charges Incurred	11
Payments	(6)
Foreign Exchange and Other	(1)
Reserve, ending balance	$ 23

Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As discussed above, the results of RXO and intermodal are presented as discontinued operations. In addition, discontinued operations include GXO Logistics, Inc. (“GXO”), our former logistics segment that we spun off in August 2021.

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


	Three Months Ended March 31,
(In millions)		2022
Revenue		$	1,645
Salaries, wages and employee benefits		164
Purchased transportation		1,221
Fuel, operating expenses and supplies		115
Operating taxes and licenses		1
Insurance and claims		9
Depreciation and amortization expense		22
Gain on sale of business		(450)
Transaction and other operating costs		2
Operating income		561



Income tax provision		105


Net income from discontinued operations attributable to discontinued operations		$	456

For the three months ended March 31, 2023, we incurred approximately $24 million of costs related to the RXO spin-off, of which $4 million are reflected within income (loss) from discontinued operations in our Condensed Consolidated Statements of Income. For the three months ended March 31, 2022, we incurred approximately $4 million of costs related to the GXO spin-off all of which are reflected within income from continuing operations in our Condensed Consolidated Statements of income.

In accordance with a separation and distribution agreement, GXO has agreed to indemnify XPO for payments XPO makes with respect to certain self-insurance matters that were incurred by the logistics segment prior to the spin-off and remain obligations of XPO. The receivable and reserve for these matters was approximately $16 million and $15 million, respectively, as of March 31, 2023 and approximately $17 million and $16 million, respectively, as of December 31, 2022.

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 14	$ 488
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $8 and $(2)	13	(26)
Unrealized gain on financial assets/liabilities designated as hedging instruments, net of tax effect of $1 and $—	2	1
Other comprehensive income (loss)	15	(25)
Comprehensive income attributable to XPO	$ 29	$ 463
Defined benefit plan, net periodic benefit cost (credit), interest cost, statement of income or comprehensive income [extensible enumeration]	Other comprehensive income (loss)	Other comprehensive income (loss)
Defined benefit plan, net periodic benefit (cost) credit, expected return (loss), statement of income or comprehensive income [extensible enumeration]	Other comprehensive income (loss)	Other comprehensive income (loss)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: 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(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Selected Financial Data for Each Reportable Segment

Selected financial data for our segments is as follows:


	Three Months Ended March 31,
(in millions)		2023		2022
Revenue
North American LTL		$	1,120	$	1,107
European Transportation		787		787
Total		$	1,907	$	1,894

Adjusted EBITDA
North American LTL		$	182	$	186
European Transportation		37		38
Corporate		(9)		(40)
Total Adjusted EBITDA		210		184
Less:

Interest expense		42		37
Income tax provision		4		8
Depreciation and amortization expense		101		94



Transaction and integration costs (1)		22		7
Restructuring costs (2)		24		6
Income from continuing operations		$	17	$	32

Depreciation and amortization expense
North American LTL		$	68	$	56
European Transportation		32		33
Corporate		1		5
Total		$	101	$	94

(1) Transaction and integration costs for the first quarter of 2023 are primarily comprised of stock-based compensation for certain employees related to strategic initiatives. Transaction and integration costs for the first quarter of 2022 are primarily comprised of third-party professional fees related to strategic initiatives as well as retention awards paid to certain employees. Transaction and integration costs for the three months ended March 31, 2023 and 2022 include $1 million and $2 million, respectively, related to our European Transportation segment and $21 million and $5 million, respectively, related to Corporate.

(2) See Note 5— Restructuring Charges for further information on our restructuring actions.

Restructuring Charges

3 Months Ended

Mar. 31, 2023

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 spin-offs and other divestment activities. These actions generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

Our restructuring-related activity was as follows:


			Three Months Ended March 31, 2023
(In millions)	Reserve Balance as of December 31, 2022		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of March 31, 2023
Severance
North American LTL	$	2	$	—	$	(1)	$	—	$	1
European Transportation	1		7		(2)		—		6
Corporate	19		11		(6)		(1)		23









Total	$	22	$	18	$	(9)	$	(1)	$	30

In addition to the severance charges noted in the table above, we recorded a non-cash lease impairment charge of $6 million in our North American LTL segment in the first quarter of 2023.

We expect that the majority of the cash outlays related to the severance charges incurred in the first three months of 2023 will be completed within 12 months.

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt


	March 31, 2023				December 31, 2022
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	2,003	$	1,983	$	2,003	$	1,981



6.25% senior notes due 2025	112		112		112		111
6.70% senior debentures due 2034	300		218		300		217

Finance leases, asset financing and other	231		231		223		223
Total debt	2,646		2,544		2,638		2,532
Short-term borrowings and current maturities of long-term debt	66		66		59		59
Long-term debt	$	2,580	$	2,478	$	2,579	$	2,473

Schedule of Fair Value of Debt

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2023	$	238	$	238	$	238
December 31, 2022	402		402		402

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2023	$	2,616	$	395	$	2,221
December 31, 2022	2,601		392		2,209

- 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 https://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 https://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 https://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
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Foreign currency translation loss, tax	$ 8	$ (2)
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect	$ 1	$ 0

Condensed Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Loss
Balance at beginning of period (in shares) at Dec. 31, 2021		114,737
Balance at beginning of period at Dec. 31, 2021	$ 1,138	$ 0	$ 1,179	$ 43	$ (84)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	488			488
Other comprehensive income (loss)	(25)				(25)
Exercise and vesting of stock compensation awards (in shares)		245
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(12)		(12)
Stock compensation expense	8		8
Other	1		1
Balance at end of period (in shares) at Mar. 31, 2022		114,982
Balance at end of period at Mar. 31, 2022	1,598	$ 0	1,176	531	(109)
Balance at beginning of period (in shares) at Dec. 31, 2022		115,435
Balance at beginning of period at Dec. 31, 2022	1,012	$ 0	1,238	(4)	(222)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	14			14
Other comprehensive income (loss)	15				15
Exercise and vesting of stock compensation awards (in shares)		315
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(8)		(8)
Stock compensation expense	22		22
Balance at end of period (in shares) at Mar. 31, 2023		115,750
Balance at end of period at Mar. 31, 2023	$ 1,055	$ 0	$ 1,252	$ 10	$ (207)

Derivative Instruments

3 Months Ended

Mar. 31, 2023

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:


	March 31, 2023
			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	$	617	Other current assets	$	—	Other current liabilities	$	(21)
Cross-currency swap agreements	57		Other long-term assets	2		Other long-term liabilities	—
Interest rate swaps	1,882		Other current assets	—		Other current liabilities	—


Total				$	2		$	(21)


	December 31, 2022
			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	$	332	Other current assets	$	—	Other current liabilities	$	(11)
Cross-currency swap agreements	68		Other long-term assets	3		Other long-term liabilities	—
Interest rate swaps	1,882		Other current assets	—		Other current liabilities	(1)


Total				$	3		$	(12)

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 Condensed Consolidated Statements of Income was as follows:


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,
(In millions)	2023		2022			2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	1		1			—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(10)		9			2		1
Total	$	(9)	$	10		$	2	$	1

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.

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 Accumulated other comprehensive income (“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. 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 Condensed 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 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 on various dates through 2023.

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 Condensed Consolidated Statements of Cash Flows.

Organization, Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2022 Form 10-K. The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. In the first quarter of 2023, we made certain changes to our financial reporting to increase transparency and improve comparability. Specifically, we changed the expense captions within Operating income in the Condensed Consolidated Statements of Income to reflect the nature of the expense. The change to natural expense classification had no impact on consolidated Revenues or Operating income. We have recast prior period amounts to conform to the current year’s presentation.
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 also sell trade accounts receivable under a securitization program for our European transportation business. 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.
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. 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 March 31, 2023 and December 31, 2022 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 6—Derivative Instruments; and for further information on financial liabilities, see Note 7—Debt.
Adoption of New Accounting Standard and Accounting Pronouncement Issued but Not Yet Effective	Adoption of New Accounting Standard In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The ASU increases the transparency surrounding supplier finance programs by requiring the buyer to disclose information on an annual basis about the key terms of the program, the outstanding obligation amounts as of the end of the period, a rollforward of such amounts, and the balance sheet presentation of the related amounts. Additionally, the obligation amount outstanding at the end of the period must be disclosed in interim periods. We adopted this standard on January 1, 2023, on a prospective basis. The adoption, which is limited to financial statement disclosures, did not have a material impact on our financial statements. 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. In December 2022, the FASB issued ASU 2022-06, “Reference rate reform (Topic 848): Deferral of the sunset date of Topic 848” which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. At December 31, 2022, our revolving loan credit agreement (the “ABL Facility”) and the senior secured term loan credit agreement, as amended (the “Term Loan Facility”), provide for an interest rate based on LIBOR. In February 2023, we amended the terms of our ABL Facility, including transitioning the interest rate from LIBOR to other base rates, and we expect to similarly modify the interest rate basis in the Term Loan Facility in 2023. We do not expect the modifications of these facilities to have a material impact on our consolidated financial statements.
Segment Reporting	Segment Reporting We are organized into two reportable segments: North American LTL, the largest component of our business, and European Transportation. In our asset-based North American LTL segment, we provide shippers with geographic density and day-definite domestic and cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment also includes the results of our trailer manufacturing operations. In our European Transportation segment, we serve a large base of customers with consumer, trade and industrial markets. We offer dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding and multimodal solutions, such as road-rail and road-short sea combinations. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments. Our chief operating decision maker (“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. Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income from continuing operations before interest expense, income tax, depreciation and amortization expense, transaction and integration costs, restructuring costs and other adjustments.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 48	$ 43
Property and equipment, accumulated depreciation	1,743	1,679
Identifiable intangible assets, accumulated amortization	$ 407	$ 392
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)	116,000,000	115,000,000
Common stock, shares outstanding (in shares)	116,000,000	115,000,000

Segment Reporting - Narrative (Details) $ in Millions	3 Months Ended
Segment Reporting - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($) segment
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
North American LTL
Segment Reporting Information [Line Items]
Incremental Corporate Costs \| $	$ 80

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Fair value of debt	$ 2,616	$ 2,601
Level 1
Debt Instrument [Line Items]
Fair value of debt	395	392
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 2,221	$ 2,209

Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net income from continuing operations attributable to common shares	$ 17	$ 32
Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest	(3)	456
Net income attributable to common shareholders , basic	$ 14	$ 488
Basic weighted-average common shares (in shares)	116	115
Dilutive effect of stock-based awards (in shares)	0	1
Diluted weighted-average common shares (in shares)	116	116
Basic earnings from continuing operations per share (in dollars per share)	$ 0.15	$ 0.28
Basic earnings (loss) from discontinued operations per share (in dollars per share)	(0.02)	3.97
Basic earnings per share attributable to common shareholders (in dollars per share)	0.13	4.25
Diluted earnings from continuing operations per share (in dollars per share)	0.15	0.28
Diluted earnings (loss) from discontinued operations per share (in dollars per share)	(0.02)	3.94
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 4.22

Earnings (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


		Three Months Ended March 31,
(In millions, except per share data)			2023		2022






Net income from continuing operations attributable to common shares			$	17	$	32



Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest			(3)		456



Net income attributable to common shares, basic			$	14	$	488

Basic weighted-average common shares			116		115
	Dilutive effect of stock-based awards		—		1
Diluted weighted-average common shares			116		116

Basic earnings from continuing operations per share			$	0.15	$	0.28
Basic earnings (loss) from discontinued operations per share			(0.02)		3.97
Basic earnings per share			$	0.13	$	4.25











Diluted earnings from continuing operations per share			$	0.15	$	0.28
Diluted earnings (loss) from discontinued operations per share			(0.02)		3.94
Diluted earnings per share			$	0.13	$	4.22

Organization, Description of Business and Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to the trade receivables sold was as follows:


	Three Months Ended March 31,
(In millions)		2023		2022
Securitization programs
Receivables sold in period		$	440	$	447
Cash consideration		440		447

Factoring programs
Receivables sold in period		24		21
Cash consideration		24		21

Summary of Carrying Value and Valuation of Financial Instruments Within the Fair-Value Hierarchy

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2023	$	238	$	238	$	238
December 31, 2022	402		402		402

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2023	$	2,616	$	395	$	2,221
December 31, 2022	2,601		392		2,209

Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

We are organized into two reportable segments: North American LTL, the largest component of our business, and European Transportation.

In our asset-based North American LTL segment, we provide shippers with geographic density and day-definite domestic and cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment also includes the results of our trailer manufacturing operations.

In our European Transportation segment, we serve a large base of customers with consumer, trade and industrial markets. We offer dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding and multimodal solutions, such as road-rail and road-short sea combinations.

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

Our chief operating decision maker (“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. Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income from continuing operations before interest expense, income tax, depreciation and amortization expense, transaction and integration costs, restructuring costs and other adjustments. Segment Adjusted EBITDA has historically reflected an allocation of corporate costs. In the first quarter of 2023, we began allocating incremental corporate costs from Corporate to North American LTL. Prior periods have been recast to reflect these incremental allocations, which approximate $80 million annually.

Selected financial data for our segments is as follows:


	Three Months Ended March 31,
(in millions)		2023		2022
Revenue
North American LTL		$	1,120	$	1,107
European Transportation		787		787
Total		$	1,907	$	1,894

Adjusted EBITDA
North American LTL		$	182	$	186
European Transportation		37		38
Corporate		(9)		(40)
Total Adjusted EBITDA		210		184
Less:

Interest expense		42		37
Income tax provision		4		8
Depreciation and amortization expense		101		94



Transaction and integration costs (1)		22		7
Restructuring costs (2)		24		6
Income from continuing operations		$	17	$	32

Depreciation and amortization expense
North American LTL		$	68	$	56
European Transportation		32		33
Corporate		1		5
Total		$	101	$	94

(2) See Note 5— Restructuring Charges for further information on our restructuring actions.

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues

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


	Three Months Ended March 31, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,097	$	—	$	1,097
North America (excluding United States)	23		—		23
France	—		340		340
United Kingdom	—		224		224
Europe (excluding France and United Kingdom)	—		223		223

Total	$	1,120	$	787	$	1,907


	Three Months Ended March 31, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,084	$	—	$	1,084
North America (excluding United States)	23		—		23
France	—		352		352
United Kingdom	—		225		225
Europe (excluding France and United Kingdom)	—		210		210

Total	$	1,107	$	787	$	1,894

Discontinued Operations - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, net of taxes	$ (3)	$ 456
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	16		$ 17
Self insurance reserve	15		$ 16
Spinoff \| RXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred cost	24
Income (loss) from discontinued operations, net of taxes	4
Spinoff \| GXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred cost	$ 4

Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended
Revenue Recognition (Details) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 1,907	$ 1,894
United States
Disaggregation of Revenue [Line Items]
Revenue	1,097	1,084
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	23	23
France
Disaggregation of Revenue [Line Items]
Revenue	340	352
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	224	225
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	223	210
North American LTL \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	1,120	1,107
North American LTL \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,097	1,084
North American LTL \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	23	23
North American LTL \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	0	0
North American LTL \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	0	0
North American LTL \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	0	0
European Transportation \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	787	787
European Transportation \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	0	0
European Transportation \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0	0
European Transportation \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	340	352
European Transportation \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	224	225
European Transportation \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	$ 223	$ 210

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - Level 2 - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 2	$ 3
Derivative Liabilities	(21)	(12)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	617	332
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(21)	(11)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	57	68
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative Assets	2	3
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	0	0
Derivatives designated as hedges \| Interest rate swaps \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	1,882	1,882
Derivatives designated as hedges \| Interest rate swaps \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Interest rate swaps \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0	$ (1)

Revenue Recognition

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenues

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


	Three Months Ended March 31, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,097	$	—	$	1,097
North America (excluding United States)	23		—		23
France	—		340		340
United Kingdom	—		224		224
Europe (excluding France and United Kingdom)	—		223		223

Total	$	1,120	$	787	$	1,907


	Three Months Ended March 31, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,084	$	—	$	1,084
North America (excluding United States)	23		—		23
France	—		352		352
United Kingdom	—		225		225
Europe (excluding France and United Kingdom)	—		210		210

Total	$	1,107	$	787	$	1,894

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivate Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	$ (9)	$ 10
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	2	1
Derivatives designated as hedges \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	1	1
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0
Derivatives designated as hedges \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	(10)	9
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 2	$ 1

Organization, Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Description of Business and Basis of Presentation

XPO, 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 in North America and Europe. See Note 3—Segment Reporting for additional information on our operations.

2022 RXO Spin-Off and Intermodal Sale

On November 1, 2022, we completed the spin-off of RXO, Inc. (“RXO”), our tech-enabled brokered transportation platform as a publicly traded company (the “RXO spin-off”). The historical results of operations and the financial positions of RXO and our intermodal operation, which was sold in March 2022, are presented as discontinued operations in our Condensed Consolidated Financial Statements. For information on our discontinued operations, see Note 2—Discontinued Operations.

Basis of Presentation

We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2022 Form 10-K.

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

In the first quarter of 2023, we made certain changes to our financial reporting to increase transparency and improve comparability. Specifically, we changed the expense captions within Operating income in the Condensed Consolidated Statements of Income to reflect the nature of the expense. The change to natural expense classification had no impact on consolidated Revenues or Operating income. We have recast prior period amounts to conform to the current year’s presentation.

Restricted Cash

As of March 31, 2023 and December 31, 2022, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $6 million and $10 million, respectively.

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 also sell trade accounts receivable under a securitization program for our European transportation business. 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.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $217 million as of March 31, 2023). As of March 31, 2023, the maximum amount available under the program was utilized. The weighted average interest rate was 3.41% as of March 31, 2023. In May 2023, we entered into an agreement to extend the securitization program, which was scheduled to expire in July 2024, through July 2026. The terms and conditions of the extended securitization program are materially consistent with the prior program.

Information related to the trade receivables sold was as follows:


	Three Months Ended March 31,
(In millions)		2023		2022
Securitization programs
Receivables sold in period		$	440	$	447
Cash consideration		440		447

Factoring programs
Receivables sold in period		24		21
Cash consideration		24		21

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 March 31, 2023 and December 31, 2022 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 6—Derivative Instruments; and for further information on financial liabilities, see Note 7—Debt.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2023	$	238	$	238	$	238
December 31, 2022	402		402		402

Adoption of New Accounting Standard

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The ASU increases the transparency surrounding supplier finance programs by requiring the buyer to disclose information on an annual basis about the key terms of the program, the outstanding obligation amounts as of the end of the period, a rollforward of such amounts, and the balance sheet presentation of the related amounts. Additionally, the obligation amount outstanding at the end of the period must be disclosed in interim periods. We adopted this standard on January 1, 2023, on a prospective basis. The adoption, which is limited to financial statement disclosures, did not have a material impact on our financial statements.

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. In December 2022, the FASB issued ASU 2022-06, “Reference rate reform (Topic 848): Deferral of the sunset date of Topic 848” which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. At December 31, 2022, our revolving loan credit agreement (the “ABL Facility”) and the senior secured term loan credit agreement, as amended (the “Term Loan Facility”), provide for an interest rate based on LIBOR. In February 2023, we amended the terms of our ABL Facility, including transitioning the interest rate from LIBOR to other base rates, and we expect to similarly modify the interest rate basis in the Term Loan Facility in 2023. We do not expect the modifications of these facilities to have a material impact on our consolidated financial statements.

Organization, Description of Business and Basis of Presentation - Narrative (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 EUR (€)	Dec. 31, 2022 USD ($)
Variable Interest Entity [Line Items]
Restricted cash, noncurrent, statement of financial position [extensible enumeration]	Other long-term assets	Other long-term assets	Other long-term assets
Restricted cash included in other long-term assets	$ 6,000,000		$ 10,000,000
XPO Collections Designated Activity Company Limited \| Affiliated Entity \| Trade Receivables Securitization Program Two
Variable Interest Entity [Line Items]
Maximum borrowing capacity	$ 217,000,000	€ 200,000,000
Weighted average interest rate	3.41%	3.41%

Commitment and Contingencies (Details)	1 Months Ended
Commitment and Contingencies (Details)	Apr. 30, 2012 claimant
Insurance Contribution Litigation
Loss Contingencies [Line Items]
Number of insurance companies	18

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets and Liabilities from Discontinued Operations

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


	Three Months Ended March 31,
(In millions)		2022
Revenue		$	1,645
Salaries, wages and employee benefits		164
Purchased transportation		1,221
Fuel, operating expenses and supplies		115
Operating taxes and licenses		1
Insurance and claims		9
Depreciation and amortization expense		22
Gain on sale of business		(450)
Transaction and other operating costs		2
Operating income		561



Income tax provision		105


Net income from discontinued operations attributable to discontinued operations		$	456

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI https://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI https://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4B
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760

+ Details