0001166003-23-000064 | 10-Q | XBRL Viewer

Discontinued Operations - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, net of taxes	$ 2	$ 45	$ (1)	$ 501
Spinoff \| RXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred cost	16	18	40	21
Income (loss) from discontinued operations, net of taxes	$ 0	$ 17	$ 4	$ 20

- Definition

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Derivative Instruments

6 Months Ended

Jun. 30, 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:


	June 30, 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	$	663	Other current assets	$	1	Other current liabilities	$	(24)

Interest rate swaps	700		Other current assets	2		Other current liabilities	—


Total				$	3		$	(24)


	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 Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended June 30,
(In millions)	2023		2022		2023		2022		2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	1		4		1		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(3)		28		—		—		2		2
Total	$	(2)	$	32	$	1	$	—	$	2	$	2


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Six Months Ended June 30,
(In millions)	2023		2022		2023		2022		2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	2		5		1		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(13)		37		—		—		4		4
Total	$	(11)	$	42	$	1	$	—	$	4	$	4

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 on a quarterly basis from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly 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.

In the second quarter of 2022, we received approximately $19 million related to the settlement of certain cross currency swaps that matured during the quarter. The proceeds were included in Cash flows from investing 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 swap matures in November 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.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities of continuing operations
Net income	$ 47	$ 629
Income (loss) from discontinued operations, net of taxes	(1)	501
Income from continuing operations	48	128
Adjustments to reconcile income from continuing operations to net cash from operating activities
Depreciation, amortization and net lease activity	208	190
Stock compensation expense	41	14
Accretion of debt	7	8
Deferred tax expense (benefit)	(6)	22
Gains on sales of property and equipment	(5)	(2)
Other	39	37
Changes in assets and liabilities
Accounts receivable	(64)	(241)
Other assets	(31)	(38)
Accounts payable	(57)	72
Accrued expenses and other liabilities	27	167
Net cash provided by operating activities from continuing operations	207	357
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment	(355)	(242)
Proceeds from sale of property and equipment	13	7
Proceeds from settlement of cross currency swaps	0	19
Net cash used in investing activities from continuing operations	(342)	(216)
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt	1,977	0
Repurchase of debt	(2,003)	(651)
Proceeds from borrowings on ABL facility	0	275
Repayment of borrowings on ABL facility	0	(275)
Repayment of debt and finance leases	(35)	(32)
Payment for debt issuance costs	(15)	0
Change in bank overdrafts	51	25
Payment for tax withholdings for restricted shares	(12)	(13)
Other	1	(2)
Net cash used in financing activities from continuing operations	(36)	(673)
Cash flows from discontinued operations
Operating activities of discontinued operations	(8)	39
Investing activities of discontinued operations	1	680
Net cash provided by (used in) discontinued operations	(7)	719
Effect of exchange rates on cash, cash equivalents and restricted cash	5	(14)
Net increase (decrease) in cash, cash equivalents and restricted cash	(173)	173
Cash, cash equivalents and restricted cash, beginning of period	470	273
Cash, cash equivalents and restricted cash, end of period	297	446
Less: Cash, cash equivalents and restricted cash of discontinued operations, end of period	0	212
Cash, cash equivalents and restricted cash of continued operations, end of period	297	234
Supplemental disclosure of cash flow information
Leased assets obtained in exchange for new operating lease liabilities	46	72
Leased assets obtained in exchange for new finance lease liabilities	36	10
Cash paid for interest	90	73
Cash paid for income taxes	$ 18	$ 71

Debt - ABL Facility (Narrative) (Details) - ABL facility - USD ($)	1 Months Ended
	Feb. 28, 2023	Jun. 30, 2023
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, borrowing base		$ 513,000,000
Remaining borrowing availability		512,000,000
Outstanding letters of credit		$ 1,000,000
Covenant outstanding period	91 days
Maximum borrowing capacity	$ 600,000,000
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Long-term debt, gross	250,000,000
Revolving Credit Facility \| Canada, Dollars
Debt Instrument [Line Items]
Line of credit facility, borrowing base	50,000,000
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 200,000,000

Segment Reporting - Narrative (Details) $ in Millions	6 Months Ended
Segment Reporting - Narrative (Details) $ in Millions	Jun. 30, 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

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - Level 2 - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 3	$ 3
Derivative Liabilities	(24)	(12)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	663	332
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	1	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(24)	(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		68
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative Assets		3
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities		0
Derivatives designated as hedges \| Interest rate swaps \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	700	1,882
Derivatives designated as hedges \| Interest rate swaps \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	2	0
Derivatives designated as hedges \| Interest rate swaps \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0	$ (1)

Earnings (Loss) per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings (Loss) per Share

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


		Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)		2023		2022		2023		2022






Net income from continuing operations attributable to common shares		$	31	$	96	$	48	$	128



Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest		2		45		(1)		501



Net income attributable to common shares, basic		$	33	$	141	$	47	$	629

Basic weighted-average common shares		116		115		116		115
	Dilutive effect of stock-based awards	2		1		1		1
Diluted weighted-average common shares		118		116		117		116

Basic earnings from continuing operations per share		$	0.27	$	0.83	$	0.42	$	1.12
Basic earnings (loss) from discontinued operations per share		0.01		0.40		(0.01)		4.36
Basic earnings per share		$	0.28	$	1.23	$	0.41	$	5.48











Diluted earnings from continuing operations per share		$	0.27	$	0.83	$	0.41	$	1.11
Diluted earnings (loss) from discontinued operations per share		0.01		0.39		(0.01)		4.33
Diluted earnings per share		$	0.28	$	1.22	$	0.40	$	5.44

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,112	$	—	$	1,112
North America (excluding United States)	24		—		24
France	—		331		331
United Kingdom	—		226		226
Europe (excluding France and United Kingdom)	—		224		224

Total	$	1,136	$	781	$	1,917


	Three Months Ended June 30, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,213	$	—	$	1,213
North America (excluding United States)	27		—		27
France	—		352		352
United Kingdom	—		224		224
Europe (excluding France and United Kingdom)	—		231		231

Total	$	1,240	$	807	$	2,047


	Six Months Ended June 30, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	2,209	$	—	$	2,209
North America (excluding United States)	47		—		47
France	—		671		671
United Kingdom	—		450		450
Europe (excluding France and United Kingdom)	—		447		447

Total	$	2,256	$	1,568	$	3,824


	Six Months Ended June 30, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	2,297	$	—	$	2,297
North America (excluding United States)	50		—		50
France	—		704		704
United Kingdom	—		449		449
Europe (excluding France and United Kingdom)	—		441		441

Total	$	2,347	$	1,594	$	3,941

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

We are organized into two reportable segments: North American Less-Than-Truckload (“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 debt extinguishment loss, 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 June 30,				Six Months Ended June 30,
(in millions)	2023		2022		2023		2022
Revenue
North American LTL	$	1,136	$	1,240	$	2,256	$	2,347
European Transportation	781		807		1,568		1,594
Total	$	1,917	$	2,047	$	3,824	$	3,941

Adjusted EBITDA
North American LTL	$	208	$	274	$	390	$	460
European Transportation	46		49		83		87
Corporate	(10)		(34)		(19)		(74)
Total Adjusted EBITDA	244		289		454		473
Less:
Debt extinguishment loss	23		26		23		26
Interest expense	43		31		85		68
Income tax provision	13		31		17		39
Depreciation and amortization expense	107		96		208		190


Transaction and integration costs (1)	17		7		39		14
Restructuring costs (2)	10		2		34		8
Income from continuing operations	$	31	$	96	$	48	$	128

Depreciation and amortization expense
North American LTL	$	71	59		$	139	$	115
European Transportation	33		32		65		65
Corporate	3		5		4		10
Total	$	107	$	96	$	208	$	190

(1) Transaction and integration costs for the periods ended June 30, 2023 are primarily comprised of stock-based compensation and retention awards for certain employees related to strategic initiatives. Transaction and integration costs for the periods ended June 30, 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 June 30, 2023 and 2022 include $0 million and $2 million, respectively, related to our North American LTL segment, $0 million and $1 million, respectively, related to our European Transportation segment, and $17 million and $4 million, respectively, related to Corporate. Transaction and integration costs for the six months ended June 30, 2023 and 2022 include $0 million and $2 million, respectively, related to our North American LTL segment, $1 million and $3 million, respectively, related to our European Transportation segment, and $38 million and $9 million, respectively, related to Corporate.

(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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net income from continuing operations attributable to common shares	$ 31	$ 96	$ 48	$ 128
Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest	2	45	(1)	501
Net income attributable to common shares, basic	$ 33	$ 141	$ 47	$ 629
Basic weighted-average common shares (in shares)	116	115	116	115
Dilutive effect of stock-based awards (in shares)	2	1	1	1
Diluted weighted-average common shares (in shares)	118	116	117	116
Basic earnings from continuing operations per share (in dollars per share)	$ 0.27	$ 0.83	$ 0.42	$ 1.12
Basic earnings (loss) from discontinued operations per share (in dollars per share)	0.01	0.40	(0.01)	4.36
Basic earnings per share attributable to common shareholders (in dollars per share)	0.28	1.23	0.41	5.48
Diluted earnings from continuing operations per share (in dollars per share)	0.27	0.83	0.41	1.11
Diluted earnings (loss) from discontinued operations per share (in dollars per share)	0.01	0.39	(0.01)	4.33
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.28	$ 1.22	$ 0.40	$ 5.44

Discontinued Operations

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

As discussed above, the results of RXO and intermodal are presented as discontinued operations.

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


	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2022		2022
Revenue	$	1,227	$	2,872
Salaries, wages and employee benefits	151		315
Purchased transportation	879		2,100
Fuel, operating expenses and supplies	76		191
Operating taxes and licenses	1		2
Insurance and claims	4		13
Depreciation and amortization expense	19		41
(Gain) loss on sale of business	16		(434)
Transaction and other operating costs	21		23
Operating income	60		621



Income tax provision	15		120


Net income from discontinued operations attributable to discontinued operations	$	45	$	501

For the three and six months ended June 30, 2023, we incurred approximately $16 million and $40 million, respectively, of costs related to the RXO spin-off, of which $0 million and $4 million, respectively, are reflected within income (loss) from discontinued operations in our Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2022, we incurred approximately $18 million and $21 million, respectively, of costs related to the RXO spin-off, of which $17 million and $20 million, respectively, are reflected within income (loss) from discontinued operations in our Condensed Consolidated Statements of Income.

Organization, Description of Business and Basis of Presentation - Schedule of Fair Value Hierarchy of Cash Equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 231	$ 402
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	231	402
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 231	$ 402

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	629			629
Other comprehensive income (loss)	(68)				(68)
Exercise and vesting of stock compensation awards (in shares)		296
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(13)		(13)
Stock compensation expense	18		18
Other	3		3
Balance at end of period (in shares) at Jun. 30, 2022		115,033
Balance at end of period at Jun. 30, 2022	1,707	$ 0	1,187	672	(152)
Balance at beginning of period (in shares) at Mar. 31, 2022		114,982
Balance at beginning of period at Mar. 31, 2022	1,598	$ 0	1,176	531	(109)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	141			141
Other comprehensive income (loss)	(43)				(43)
Exercise and vesting of stock compensation awards (in shares)		51
Exercise and vesting of stock compensation awards	0		0
Tax withholdings related to vesting of stock compensation awards	(1)		(1)
Stock compensation expense	10		10
Other	2		2
Balance at end of period (in shares) at Jun. 30, 2022		115,033
Balance at end of period at Jun. 30, 2022	1,707	$ 0	1,187	672	(152)
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	47			47
Other comprehensive income (loss)	30				30
Exercise and vesting of stock compensation awards (in shares)		504
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(12)		(12)
Stock compensation expense	41		41
Other	1		1
Balance at end of period (in shares) at Jun. 30, 2023		115,939
Balance at end of period at Jun. 30, 2023	1,119	$ 0	1,268	43	(192)
Balance at beginning of period (in shares) at Mar. 31, 2023		115,750
Balance at beginning of period at Mar. 31, 2023	1,055	$ 0	1,252	10	(207)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	33			33
Other comprehensive income (loss)	15				15
Exercise and vesting of stock compensation awards (in shares)		189
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	(4)		(4)
Stock compensation expense	19		19
Other	1		1
Balance at end of period (in shares) at Jun. 30, 2023		115,939
Balance at end of period at Jun. 30, 2023	$ 1,119	$ 0	$ 1,268	$ 43	$ (192)

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Foreign currency translation gain (loss), tax	$ 2	$ (9)	$ 10	$ (11)
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect	$ 0	$ (1)	$ 1	$ (1)

Organization, Description of Business and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 June 30, 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 Standards	Adoption of New Accounting Standards 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 senior secured term loan credit agreement, as amended (the “Existing Term Loan Facility”), provided for an interest rate based on LIBOR. In 2023, we amended the terms of our ABL Facility and Existing Term Loan Facility, including transitioning the interest rate from LIBOR to other base rates. See Note 7—Debt for further information. 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 Less-Than-Truckload (“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 debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, transaction and integration costs, restructuring costs and other adjustments.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt, principal balance	$ 2,622	$ 2,638
Short-term borrowings and current maturities of long-term debt, principal balance	66	59
Total long-term debt, principal balance	2,556	2,579
Long-term debt, carrying value	2,452	2,473
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	2,452	2,473
Total debt, carrying value	2,518	2,532
Short-term borrowings and current maturities of long-term debt, carrying value	66	59
Term loan facility
Debt Instrument [Line Items]
Long-term debt, principal balance	700	2,003
Term loan facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 692	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
6.25% senior secured notes due 2028
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%
Long-term debt, principal balance	$ 830	0
6.25% senior secured notes due 2028 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 820	0
7.125% senior notes due 2031
Debt Instrument [Line Items]
Interest rate, stated percentage	7.125%
Long-term debt, principal balance	$ 450	0
7.125% senior notes due 2031 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 445	0
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	219	217
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	230	223
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	$ 230	$ 223

Restructuring Charges (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring - Related Activity

Our restructuring-related activity was as follows:


			Six Months Ended June 30, 2023
(In millions)	Reserve Balance as of December 31, 2022		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of June 30, 2023
Severance
North American LTL	$	2	$	4	$	(2)	$	—	$	4
European Transportation	1		8		(6)		—		3
Corporate	19		16		(19)		(1)		15









Total	$	22	$	28	$	(27)	$	(1)	$	22

Revenue Recognition

6 Months Ended

Jun. 30, 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 June 30, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,112	$	—	$	1,112
North America (excluding United States)	24		—		24
France	—		331		331
United Kingdom	—		226		226
Europe (excluding France and United Kingdom)	—		224		224

Total	$	1,136	$	781	$	1,917


	Three Months Ended June 30, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,213	$	—	$	1,213
North America (excluding United States)	27		—		27
France	—		352		352
United Kingdom	—		224		224
Europe (excluding France and United Kingdom)	—		231		231

Total	$	1,240	$	807	$	2,047


	Six Months Ended June 30, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	2,209	$	—	$	2,209
North America (excluding United States)	47		—		47
France	—		671		671
United Kingdom	—		450		450
Europe (excluding France and United Kingdom)	—		447		447

Total	$	2,256	$	1,568	$	3,824


	Six Months Ended June 30, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	2,297	$	—	$	2,297
North America (excluding United States)	50		—		50
France	—		704		704
United Kingdom	—		449		449
Europe (excluding France and United Kingdom)	—		441		441

Total	$	2,347	$	1,594	$	3,941

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 1,917	$ 2,047	$ 3,824	$ 3,941
Salaries, wages and employee benefits	783	752	1,545	1,477
Purchased transportation	444	525	901	1,035
Fuel, operating expenses and supplies	390	434	817	852
Operating taxes and licenses	15	13	30	29
Insurance and claims	46	48	90	104
Gains on sales of property and equipment	(2)	(1)	(5)	(2)
Depreciation and amortization expense	107	96	208	190
Transaction and integration costs	17	7	39	14
Restructuring costs	10	2	34	8
Operating income	107	171	165	234
Other income	(3)	(13)	(8)	(27)
Debt extinguishment loss	23	26	23	26
Interest expense	43	31	85	68
Income from continuing operations before income tax provision	44	127	65	167
Income tax provision	13	31	17	39
Income from continuing operations	31	96	48	128
Income (loss) from discontinued operations, net of taxes	2	45	(1)	501
Net income attributable to XPO	33	141	47	629
Net income (loss) attributable to common shareholders
Continuing operations, basic	31	96	48	128
Discontinued operations, basic	2	45	(1)	501
Net income attributable to common shares, basic	33	141	47	629
Continuing operations, diluted	31	96	48	128
Discontinued operations, diluted	2	45	(1)	501
Net income attributable to common shareholders , diluted	$ 33	$ 141	$ 47	$ 629
Earnings (loss) per share data
Basic earnings per share from continuing operations (in dollars per share)	$ 0.27	$ 0.83	$ 0.42	$ 1.12
Basic earnings (loss) per share from discontinued operations (in dollars per share)	0.01	0.40	(0.01)	4.36
Basic earnings per share attributable to common shareholders (in dollars per share)	0.28	1.23	0.41	5.48
Diluted earnings per share from continuing operations (in dollars per share)	0.27	0.83	0.41	1.11
Diluted earnings (loss) per share from discontinued operations (in dollars per share)	0.01	0.39	(0.01)	4.33
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.28	$ 1.22	$ 0.40	$ 5.44
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	116	115	116	115
Diluted weighted-average common shares outstanding (in shares)	118	116	117	116

Debt - Schedule of Fair Value of Debt (Details) - USD ($) $ in Millions	Jun. 30, 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	1,691	392
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 925	$ 2,209

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

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

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

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

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 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:


	June 30, 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	$	663	Other current assets	$	1	Other current liabilities	$	(24)

Interest rate swaps	700		Other current assets	2		Other current liabilities	—


Total				$	3		$	(24)


	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 Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended June 30,
(In millions)	2023		2022		2023		2022		2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	1		4		1		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(3)		28		—		—		2		2
Total	$	(2)	$	32	$	1	$	—	$	2	$	2


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Six Months Ended June 30,
(In millions)	2023		2022		2023		2022		2023		2022
Derivatives designated as cash flow hedges

Interest rate swaps	2		5		1		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(13)		37		—		—		4		4
Total	$	(11)	$	42	$	1	$	—	$	4	$	4

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

Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivate Instruments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	$ (2)	$ 32	$ (11)	$ 42
Amount of Gain Reclassified from AOCI into Net Income	1	0	1	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	2	2	4	4
Derivatives designated as hedges \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	1	4	2	5
Amount of Gain Reclassified from AOCI into Net Income	1	0	1	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0	0	0
Derivatives designated as hedges \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	(3)	28	(13)	37
Amount of Gain Reclassified from AOCI into Net Income	0	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 2	$ 2	$ 4	$ 4

Derivative Instruments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Proceeds from settlement of cross currency swaps	$ 19	$ 0	$ 19

Discontinued Operations - Schedule of Assets and Liabilities from Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 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	$ 2	$ 45	$ (1)	$ 501
Discontinued Operations \| GXO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		1,227		2,872
Salaries, wages and employee benefits		151		315
Purchased transportation		879		2,100
Fuel, operating expenses and supplies		76		191
Operating taxes and licenses		1		2
Insurance and claims		4		13
Depreciation and amortization expense		19		41
(Gain) loss on sale of business		16		(434)
Transaction and other operating costs		21		23
Operating income		60		621
Income tax provision		15		120
Net income from discontinued operations attributable to discontinued operations		$ 45		$ 501

Organization, Description of Business and Basis of Presentation - Narrative (Details)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 EUR (€)	Dec. 31, 2022 USD ($)
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	$ 7,000,000		$ 10,000,000
XPO Collections Designated Activity Company Limited \| Affiliated Entity \| Trade Receivables Securitization Program Two
Variable Interest Entity [Line Items]
Maximum borrowing capacity	218,000,000	€ 200,000,000
Remaining borrowing availability	$ 5,000,000	€ 5,000,000
Weighted average interest rate	4.41%	4.41%

- Definition

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

+ References + Details

Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Millions	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 1,917	$ 2,047	$ 3,824	$ 3,941
United States
Disaggregation of Revenue [Line Items]
Revenue	1,112	1,213	2,209	2,297
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	24	27	47	50
France
Disaggregation of Revenue [Line Items]
Revenue	331	352	671	704
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	226	224	450	449
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	224	231	447	441
North American LTL \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	1,136	1,240	2,256	2,347
North American LTL \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,112	1,213	2,209	2,297
North American LTL \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	24	27	47	50
North American LTL \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
North American LTL \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
North American LTL \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
European Transportation \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	781	807	1,568	1,594
European Transportation \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
European Transportation \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
European Transportation \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	331	352	671	704
European Transportation \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	226	224	450	449
European Transportation \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	$ 224	$ 231	$ 447	$ 441

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 290	$ 460
Accounts receivable, net of allowances of $46 and $43, respectively	1,008	954
Other current assets	224	199
Current assets of discontinued operations	0	17
Total current assets	1,522	1,630
Long-term assets
Property and equipment, net of $1,795 and $1,679 in accumulated depreciation, respectively	2,037	1,832
Operating lease assets	704	719
Goodwill	1,493	1,472
Identifiable intangible assets, net of $423 and $392 in accumulated amortization, respectively	383	407
Other long-term assets	213	209
Total long-term assets	4,830	4,639
Total assets	6,352	6,269
Current liabilities
Accounts payable	464	521
Accrued expenses	800	774
Short-term borrowings and current maturities of long-term debt	66	59
Short-term operating lease liabilities	110	107
Other current liabilities	93	30
Current liabilities of discontinued operations	0	16
Total current liabilities	1,533	1,507
Long-term liabilities
Long-term debt	2,452	2,473
Deferred tax liability	301	319
Employee benefit obligations	91	93
Long-term operating lease liabilities	592	606
Other long-term liabilities	264	259
Total long-term liabilities	3,700	3,750
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 116 and 115 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	1,268	1,238
Retained earnings (accumulated deficit)	43	(4)
Accumulated other comprehensive loss	(192)	(222)
Total equity	1,119	1,012
Total liabilities and equity	$ 6,352	$ 6,269

Restructuring Charges

6 Months Ended

Jun. 30, 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:


			Six Months Ended June 30, 2023
(In millions)	Reserve Balance as of December 31, 2022		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of June 30, 2023
Severance
North American LTL	$	2	$	4	$	(2)	$	—	$	4
European Transportation	1		8		(6)		—		3
Corporate	19		16		(19)		(1)		15









Total	$	22	$	28	$	(27)	$	(1)	$	22

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 six months of 2023 will be completed within 12 months.

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 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 June 30,		Six Months Ended June 30,
(In millions)	2022		2022
Revenue	$	1,227	$	2,872
Salaries, wages and employee benefits	151		315
Purchased transportation	879		2,100
Fuel, operating expenses and supplies	76		191
Operating taxes and licenses	1		2
Insurance and claims	4		13
Depreciation and amortization expense	19		41
(Gain) loss on sale of business	16		(434)
Transaction and other operating costs	21		23
Operating income	60		621



Income tax provision	15		120


Net income from discontinued operations attributable to discontinued operations	$	45	$	501

- 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
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Debt - Senior Notes (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
Debt - Senior Notes (Narrative) (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt extinguishment loss	$ 23,000,000	$ 26,000,000	$ 23,000,000	$ 26,000,000
6.25% senior secured notes due 2028
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%		6.25%
Outstanding principal amount	$ 830,000,000		$ 830,000,000			$ 0
6.25% senior secured notes due 2028 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument face amount					$ 830,000,000
Interest rate, stated percentage					6.25%
7.125% senior notes due 2031
Debt Instrument [Line Items]
Interest rate, stated percentage	7.125%		7.125%
Outstanding principal amount	$ 450,000,000		$ 450,000,000			0
7.125% senior notes due 2031 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument face amount					$ 450,000,000
Interest rate, stated percentage					7.125%
6.25% senior notes due 2025
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%		6.25%
Outstanding principal amount	$ 112,000,000		$ 112,000,000			112,000,000
6.25% senior notes due 2025 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage		6.25%		6.25%
Debt instrument, redemption amount		$ 630,000,000		$ 630,000,000		$ 408,000,000
Outstanding principal amount		$ 1,150,000,000		$ 1,150,000,000
Redemption price percentage		100.00%
Redemption price		$ 21,000,000
Debt extinguishment loss		$ 26,000,000

Organization, Description of Business and Basis of Presentation - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Securitization programs
Receivables sold in period	$ 470	$ 458	$ 910	$ 905
Cash consideration	470	458	910	905
Factoring programs
Receivables sold in period	34	23	58	44
Cash consideration	$ 34	$ 23	$ 58	$ 44

Debt - Letters of Credit Facility (Narrative) (Details) - Uncommitted Secured Letter of Credit Facility	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Debt instrument face amount	$ 141,000,000
Maximum borrowing capacity	$ 200,000,000

- Definition

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

+ References

+ Details

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt


	June 30, 2023				December 31, 2022
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	700	$	692	$	2,003	$	1,981
6.25% senior notes due 2025	112		112		112		111
6.25% senior secured notes due 2028	830		820		—		—
7.125% senior notes due 2031	450		445		—		—
6.70% senior debentures due 2034	300		219		300		217

Finance leases, asset financing and other	230		230		223		223
Total debt	2,622		2,518		2,638		2,532
Short-term borrowings and current maturities of long-term debt	66		66		59		59
Long-term debt	$	2,556	$	2,452	$	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
June 30, 2023	$	2,616	$	1,691	$	925
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 June 30, 2023, our borrowing base was $513 million and our availability under our revolving loan credit agreement (the “ABL Facility”) was $512 million after considering outstanding letters of credit of less than $1 million. As of June 30, 2023, we were in compliance with the ABL Facility’s financial covenants.

In February 2023, we amended our ABL Facility to, among other things: (i) extend the maturity date to April 30, 2026 (subject, in certain circumstances, to a springing maturity if more than $250 million of our existing term loan debt or certain refinancings thereof remain outstanding 91 days prior to their respective maturity dates); (ii) replace LIBOR-based benchmark rates applicable to loans outstanding with Secured Overnight Financing Rate-based rates; (iii) reduce the sublimit for issuance of letters of credit to $200 million; (iv) reduce the sublimit for borrowings in Canadian Dollars to $50 million; (v) exclude real property from the collateral securing the obligations and (vi) make certain other changes to the covenants and other provisions therein. The aggregate commitment of all lenders under the amended ABL Facility remains $600 million.

Letters of Credit Facility

As of June 30, 2023, we had issued $141 million in aggregate face amount of letters of credit under our $200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $1.6 billion, which was subsequently amended to increase the principal balance to $2.0 billion and to extend the maturity date to February 2025 (the “Existing Term Loan Facility”).

In May 2023, we amended the Term Loan Credit Agreement to obtain $700 million of new term loans (the “New Term Loan Facility”) having substantially similar terms as the Existing Term Loan Facility, except with respect to maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The New Term Loan Facility was issued at 99.5% of the face amount and will mature on May 24, 2028.

The New Term Loan Facility will bear interest at a rate per annum equal to, at our option, either (a) a Term Secured Overnight Financing (“SOFR”) rate (subject to a 0.00% floor) or (b) a base rate (subject to a 0.00% floor), in each case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The interest rate was 7.09% as of June 30, 2023.

In the second quarter of 2023, we used net proceeds from the New Term Loan Facility and new Senior Notes, as described below, together with cash on hand, to repay $2.0 billion of outstanding principal under the Existing Term Loan Facility and to pay related fees, expenses and accrued interest. We recorded a debt extinguishment loss of $23 million in the second quarter of 2023.

Senior Notes Due 2028 and 2031

In May 2023, we completed private placements of $830 million aggregate principal amount of senior secured notes due 2028 (the “Senior Secured Notes due 2028”) and $450 million aggregate principal amount of senior notes due 2031 (the “Senior Notes due 2031” and together with the Senior Secured Notes due 2028, the “Senior Notes”). The Senior Secured Notes due 2028 mature on June 1, 2028 and bear interest at a rate of 6.25% per annum. The Senior Notes due 2031 mature on June 1, 2031 and bear interest at a rate of 7.125% per annum. Interest on the Senior Notes is payable semi-annually in cash in arrears, commencing December 1, 2023. The Senior Notes were issued at par and were used to repay our Existing Term Loan Facility as described above.

The Senior Notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, our existing secured ABL Facility or the Term Loan Credit Agreement (or certain replacements thereof) or guarantee certain of our other indebtedness.

The Senior Secured Notes due 2028 and the guarantees thereof are secured by substantially all of our assets and our guarantors equally and ratably with the indebtedness under the Term Loan Credit Agreement (subject to permitted liens and certain other exceptions). The Senior Notes due 2031 and the guarantees thereof are unsecured, unsubordinated indebtedness for us and our guarantors.

The Senior Notes contain covenants and events of default customary for notes of this nature. If the Senior Secured Notes due 2028 and the Company are each assigned investment grade ratings from at least two of the major rating agencies and no default has occurred, then certain covenant requirements will permanently cease to be in effect, and the collateral, security interests, and guarantees securing the Senior Secured Notes due 2028 will automatically be released.

Senior Notes Due 2025

In the second quarter of 2022, we redeemed $630 million of the then $1.15 billion outstanding principal amount of our 6.25% senior notes due 2025 (“Senior Notes due 2025”). The redemption price for the notes was 100% of the principal amount plus a premium, as defined in the indenture, of approximately $21 million and accrued and unpaid interest. We paid for the redemption using available liquidity. We recorded a debt extinguishment loss of $26 million in the second quarter of 2022 due to this redemption.

In the fourth quarter of 2022, we repurchased an additional $408 million of the outstanding principal amount of our Senior Notes due 2025 in a cash tender offer.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Debt - Term Loan Facility (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	Dec. 31, 2015
Debt Instrument [Line Items]
Debt extinguishment loss	$ 23,000,000	$ 26,000,000	$ 23,000,000	$ 26,000,000
Term loan facility
Debt Instrument [Line Items]
Annual effective interest rate					99.50%
Term loan facility \| Term Loan Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 2,000,000,000		$ 2,000,000,000		$ 700,000,000	$ 1,600,000,000
Annual effective interest rate	7.09%		7.09%
Debt instrument, redemption amount	$ 2,000,000,000		$ 2,000,000,000
Debt extinguishment loss	$ 23,000,000
Term loan facility \| Term Loan Credit Agreement \| SOFR
Debt Instrument [Line Items]
Interest rate, stated percentage	0.00%		0.00%
Debt instrument, variable rate			2.00%
Term loan facility \| Term Loan Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Interest rate, stated percentage	0.00%		0.00%
Debt instrument, variable rate			1.00%

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

- Definition

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

+ References + Details

Organization, Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Description of Business and Basis of Presentation

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), 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 and six months ended June 30, 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 June 30, 2023 and December 31, 2022, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $7 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 $218 million as of June 30, 2023). As of June 30, 2023, €5 million (approximately $5 million) was available under the program. The weighted average interest rate was 4.41% as of June 30, 2023. The program expires in July 2026.

Information related to the trade receivables sold was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Securitization programs
Receivables sold in period	$	470	$	458	$	910	$	905
Cash consideration	470		458		910		905

Factoring programs
Receivables sold in period	34		23		58		44
Cash consideration	34		23		58		44

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 June 30, 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
June 30, 2023	$	231	$	231	$	231
December 31, 2022	402		402		402

Adoption of New Accounting Standards

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 senior secured term loan credit agreement, as amended (the “Existing Term Loan Facility”), provided for an interest rate based on LIBOR. In 2023, we amended the terms of our ABL Facility and Existing Term Loan Facility, including transitioning the interest rate from LIBOR to other base rates. See Note 7—Debt for further information. We do not expect the modifications of these facilities to have a material impact on our consolidated financial statements.

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Selected Financial Data for Each Reportable Segment

Selected financial data for our segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2023		2022		2023		2022
Revenue
North American LTL	$	1,136	$	1,240	$	2,256	$	2,347
European Transportation	781		807		1,568		1,594
Total	$	1,917	$	2,047	$	3,824	$	3,941

Adjusted EBITDA
North American LTL	$	208	$	274	$	390	$	460
European Transportation	46		49		83		87
Corporate	(10)		(34)		(19)		(74)
Total Adjusted EBITDA	244		289		454		473
Less:
Debt extinguishment loss	23		26		23		26
Interest expense	43		31		85		68
Income tax provision	13		31		17		39
Depreciation and amortization expense	107		96		208		190


Transaction and integration costs (1)	17		7		39		14
Restructuring costs (2)	10		2		34		8
Income from continuing operations	$	31	$	96	$	48	$	128

Depreciation and amortization expense
North American LTL	$	71	59		$	139	$	115
European Transportation	33		32		65		65
Corporate	3		5		4		10
Total	$	107	$	96	$	208	$	190

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

Restructuring Charges - Schedule of Restructuring - Related Activity (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	$ 22
Charges Incurred	28
Payments	(27)
Foreign Exchange and Other	(1)
Reserve, ending balance	22
Operating Segments \| North American LTL \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	2
Charges Incurred	4
Payments	(2)
Foreign Exchange and Other	0
Reserve, ending balance	4
Operating Segments \| European Transportation \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	1
Charges Incurred	8
Payments	(6)
Foreign Exchange and Other	0
Reserve, ending balance	3
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	19
Charges Incurred	16
Payments	(19)
Foreign Exchange and Other	(1)
Reserve, ending balance	$ 15

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

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Securitization programs
Receivables sold in period	$	470	$	458	$	910	$	905
Cash consideration	470		458		910		905

Factoring programs
Receivables sold in period	34		23		58		44
Cash consideration	34		23		58		44

Schedule of Fair Value Hierarchy of Cash Equivalents

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
June 30, 2023	$	231	$	231	$	231
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
June 30, 2023	$	2,616	$	1,691	$	925
December 31, 2022	2,601		392		2,209

Earnings (Loss) per Share (Tables)

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
(In millions, except per share data)		2023		2022		2023		2022






Net income from continuing operations attributable to common shares		$	31	$	96	$	48	$	128



Net income (loss) from discontinued operations, net of amounts attributable to noncontrolling interest		2		45		(1)		501



Net income attributable to common shares, basic		$	33	$	141	$	47	$	629

Basic weighted-average common shares		116		115		116		115
	Dilutive effect of stock-based awards	2		1		1		1
Diluted weighted-average common shares		118		116		117		116

Basic earnings from continuing operations per share		$	0.27	$	0.83	$	0.42	$	1.12
Basic earnings (loss) from discontinued operations per share		0.01		0.40		(0.01)		4.36
Basic earnings per share		$	0.28	$	1.23	$	0.41	$	5.48











Diluted earnings from continuing operations per share		$	0.27	$	0.83	$	0.41	$	1.11
Diluted earnings (loss) from discontinued operations per share		0.01		0.39		(0.01)		4.33
Diluted earnings per share		$	0.28	$	1.22	$	0.40	$	5.44

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 33	$ 141	$ 47	$ 629
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $2, $(9), $10 and $(11)	14	(46)	27	(72)
Unrealized gain on financial assets/liabilities designated as hedging instruments, net of tax effect of $—, $(1), $1 and $(1)	1	3	3	4
Other comprehensive income (loss)	15	(43)	30	(68)
Comprehensive income attributable to XPO	$ 48	$ 98	$ 77	$ 561

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481674/830-30-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482739/220-10-55-15

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480767/946-205-45-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-19

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 33: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J

Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt


	June 30, 2023				December 31, 2022
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	700	$	692	$	2,003	$	1,981
6.25% senior notes due 2025	112		112		112		111
6.25% senior secured notes due 2028	830		820		—		—
7.125% senior notes due 2031	450		445		—		—
6.70% senior debentures due 2034	300		219		300		217

Finance leases, asset financing and other	230		230		223		223
Total debt	2,622		2,518		2,638		2,532
Short-term borrowings and current maturities of long-term debt	66		66		59		59
Long-term debt	$	2,556	$	2,452	$	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
June 30, 2023	$	231	$	231	$	231
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
June 30, 2023	$	2,616	$	1,691	$	925
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://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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		115,967,170
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 46	$ 43
Property and equipment, accumulated depreciation	1,795	1,679
Identifiable intangible assets, accumulated amortization	$ 423	$ 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 - Schedule of Selected Financial Data for Each Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total	$ 1,917	$ 2,047	$ 3,824	$ 3,941
Total Adjusted EBITDA	244	289	454	473
Debt extinguishment loss	23	26	23	26
Interest expense	43	31	85	68
Income tax provision	13	31	17	39
Depreciation and amortization expense	107	96	208	190
Transaction and integration costs	17	7	39	14
Restructuring costs	10	2	34	8
Income from continuing operations	31	96	48	128
Operating Segments \| North American LTL
Segment Reporting Information [Line Items]
Total	1,136	1,240	2,256	2,347
Total Adjusted EBITDA	208	274	390	460
Depreciation and amortization expense	71	59	139	115
Transaction and integration costs	0	2	0	2
Operating Segments \| European Transportation
Segment Reporting Information [Line Items]
Total	781	807	1,568	1,594
Total Adjusted EBITDA	46	49	83	87
Depreciation and amortization expense	33	32	65	65
Transaction and integration costs	0	1	1	3
Corporate
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	(10)	(34)	(19)	(74)
Depreciation and amortization expense	3	5	4	10
Transaction and integration costs	$ 17	$ 4	$ 38	$ 9

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 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 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. The trial court recently decided the parties’ cross-motions for summary judgment, leaving open the pollution exclusion and allocation issues. The trial on the pollution exclusion issue is scheduled to take place in the spring of 2024, and the trial on allocation of defense costs among the applicable insurance policies is set for the fall of 2024. 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 MattersIn 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. The Company has met with the County attorneys and the Los Angeles City Attorney on multiple occasions. 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.