0001166003-26-000016 | 10-K | XBRL Viewer

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Leases - Components of Lease Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease cost	$ 225	$ 213	$ 199
Short-term lease cost	38	39	47
Variable lease cost	25	33	27
Total operating lease cost	288	285	273
Amortization of leased assets	60	61	59
Interest on lease liabilities	8	8	6
Total finance lease cost	68	69	65
Total lease cost	$ 356	$ 354	$ 338

Segment Reporting and Geographic Information - Consolidated Segment Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 8,157	$ 8,072	$ 7,744
Salaries, wages and employee benefits	3,424	3,377	3,159
Purchased transportation	1,662	1,701	1,760
Fuel, operating expenses and supplies	1,571	1,589	1,623
Operating taxes and licenses	83	80	60
Insurance and claims	167	134	167
(Gains) losses on sales of property and equipment	(17)	(40)	(5)
Pension (income) expense	(6)	(25)	(17)
Other (income) expense	0	(12)	1
Adjusted EBITDA	1,272	1,266	996
Level 1 \| Fair Value, Recurring
Segment Reporting Information [Line Items]
Equity investment, realized gain (loss)		13
Operating Segments \| North American LTL
Segment Reporting Information [Line Items]
Revenue	4,832	4,899	4,671
Salaries, wages and employee benefits	2,520	2,515	2,346
Purchased transportation	123	248	366
Fuel, operating expenses and supplies	885	928	956
Operating taxes and licenses	67	65	48
Insurance and claims	111	80	102
(Gains) losses on sales of property and equipment	(9)	(27)	8
Pension (income) expense	(6)	(25)	(17)
Other (income) expense	0	0	(2)
Adjusted EBITDA	1,142	1,115	864
Operating Segments \| European Transportation
Segment Reporting Information [Line Items]
Revenue	3,324	3,173	3,073
Salaries, wages and employee benefits	888	846	795
Purchased transportation	1,539	1,454	1,394
Fuel, operating expenses and supplies	686	661	661
Operating taxes and licenses	17	15	12
Insurance and claims	55	51	59
(Gains) losses on sales of property and equipment	(8)	(14)	(13)
Pension (income) expense	1	1	0
Other (income) expense	1	1	2
Adjusted EBITDA	147	158	163
Corporate
Segment Reporting Information [Line Items]
Revenue	0	0	0
Salaries, wages and employee benefits	15	16	18
Purchased transportation	0	0	0
Fuel, operating expenses and supplies	1	0	6
Operating taxes and licenses	0	0	0
Insurance and claims	1	3	6
(Gains) losses on sales of property and equipment	0	0	0
Pension (income) expense	0	0	0
Other (income) expense	(1)	(12)	1
Adjusted EBITDA	$ (16)	$ (7)	$ (31)

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Allowance for Doubtful Accounts Rollforward

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


	Years Ended December 31,
(In millions)	2025		2024		2023
Beginning balance	$	50	$	45	$	43
Provision charged to expense	26		21		33
Write-offs, less recoveries, and other adjustments	(37)		(16)		(31)

Ending balance	$	40	$	50	$	45

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to the trade receivables sold was as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Securitization programs
Receivables sold in period	$	1,881	$	1,762	$	1,815
Cash consideration	1,881		1,762		1,815


Factoring programs
Receivables sold in period	70		79		103
Cash consideration	67		78		103

Summary of Property and Equipment

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


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, tractors and trailers						3 to 14 years

Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 5 years


	December 31,
(In millions)	2025		2024
Property and equipment
Land	$	920	$	879
Buildings and leasehold improvements	1,017		874
Vehicles, tractors and trailers	3,033		2,746
Machinery and equipment	330		291
Computer software and equipment	724		633
	6,024		5,422
Less: accumulated depreciation and amortization	(2,360)		(2,019)
Total property and equipment, net	$	3,664	$	3,402
Net book value of capitalized internally-developed software included in property and equipment, net	$	100	$	112

Schedule of Accrued Expenses

The components of accrued expenses as of December 31, 2025 and 2024 are as follows:


	As of December 31,
(In millions)	2025		2024
Accrued salaries and wages	$	244	$	273
Accrued transportation and facility charges	218		184
Accrued insurance claims	109		88
Accrued taxes	106		93
Other accrued expenses	83		70
Total accrued expenses	$	760	$	708

Schedule of Accumulated Other Comprehensive Income

The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2025 and 2024, are as follows:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans Liability		AOCI Attributable to XPO
As of December 31, 2023	$	(91)	$	(2)	$	(124)	$	(217)
Other comprehensive income (loss)	(7)		3		(16)		(20)
Amounts reclassified from AOCI	(9)		(1)		1		(9)
Net current period other comprehensive income (loss)	(16)		2		(15)		(29)

As of December 31, 2024	(107)		—		(139)		(246)
Other comprehensive income	49		1		18		68
Amounts reclassified from AOCI	(10)		(2)		3		(9)
Net current period other comprehensive income (loss)	39		(1)		21		59

As of December 31, 2025	$	(68)	$	(1)	$	(118)	$	(187)

Summary of Fair Value Hierarchy of Cash Equivalents

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2025	$	285	$	285	$	285
December 31, 2024	205		205		205

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


(In millions)	Fair Value		Level 1		Level 2
December 31, 2025	$	3,499	$	2,254	$	1,246
December 31, 2024	3,541		2,223		1,318

Segment Reporting and Geographic Information - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
Segment Reporting [Abstract]
Number of reporting segments \| segment	2
Non-US
Revenues from External Customers and Long-Lived Assets [Line Items]
Right-of-use assets \| $	$ 844	$ 715

Employee Benefit Plans - Accumulated Other Comprehensive Income and Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Net periodic benefit income:
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other comprehensive income (loss)	Other comprehensive income (loss)	Other comprehensive income (loss)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other comprehensive income (loss)	Other comprehensive income (loss)	Other comprehensive income (loss)
Interest cost	$ 68	$ 72	$ 74
Expected return on plan assets	(77)	(98)	(92)
Amortization of actuarial loss	3	1	0
Net periodic benefit income	(6)	(25)	(18)
Amounts recognized in Other comprehensive income (loss):
Actuarial loss (gain)	(26)	23	32
Prior-service cost	0	(3)	0
Amortization of actuarial loss	(3)	(1)	0
Loss (gain) recognized in Other comprehensive income (loss)	$ (28)	$ 19	$ 32
Qualified Plans
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	5.33%	5.08%	5.36%
Discount rate - benefit obligations	5.40%	5.63%	5.15%
Expected long-term rate of return on plan assets	5.75%	6.75%	6.40%
Non-Qualified Plans \| Minimum
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	4.99%	5.02%	5.26%
Discount rate - benefit obligations	4.60%	5.21%	4.98%
Non-Qualified Plans \| Maximum
Defined Benefit Plan, Assumptions Used in Calculations
Discount rate - net periodic benefit costs	5.25%	5.05%	5.33%
Discount rate - benefit obligations	5.20%	5.55%	5.12%

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings per Share, Basic and Diluted

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


		Years Ended December 31,
(In millions, except per share data)		2025		2024		2023







Net income from continuing operations		$	316	$	387	$	192



Net loss from discontinued operations		—		—		(3)


Net income		$	316	$	387	$	189

Basic weighted-average common shares		118		116		116
	Dilutive effect of stock-based awards	2		4		2
Diluted weighted-average common shares		119		120		118

Basic earnings from continuing operations per share		$	2.69	$	3.33	$	1.66
Basic loss from discontinued operations per share		—		—		(0.02)
Basic earnings per share		$	2.69	$	3.33	$	1.64











Diluted earnings from continuing operations per share		$	2.64	$	3.23	$	1.62
Diluted loss from discontinued operations per share		—		—		(0.02)
Diluted earnings per share		$	2.64	$	3.23	$	1.60

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenue	$ 8,157	$ 8,072	$ 7,744
Salaries, wages and employee benefits	3,424	3,377	3,159
Purchased transportation	1,662	1,701	1,760
Fuel, operating expenses and supplies	1,571	1,589	1,623
Operating taxes and licenses	83	80	60
Insurance and claims	167	134	167
Gains on sales of property and equipment	(17)	(40)	(5)
Depreciation and amortization expense	521	490	432
Pre-Con-way acquisition environmental matter	35	0	0
Legal matters	(13)	0	8
Transaction and integration costs	8	53	58
Restructuring costs	59	27	44
Operating income	656	660	438
Other income	(6)	(37)	(15)
Debt extinguishment loss	6	0	25
Interest expense	219	223	168
Income from continuing operations before income tax provision	437	473	260
Income tax provision	121	86	68
Income from continuing operations	316	387	192
Loss from discontinued operations, net of taxes	0	0	(3)
Net income	316	387	189
Net income (loss)
Continuing operations	316	387	192
Discontinued operations	0	0	(3)
Net income	$ 316	$ 387	$ 189
Earnings (loss) per share data
Basic earnings per share from continuing operations (usd per share)	$ 2.69	$ 3.33	$ 1.66
Basic loss per share from discontinued operations (usd per share)	0	0	(0.02)
Basic earnings per share (usd per share)	2.69	3.33	1.64
Diluted earnings per share from continuing operations (usd per share)	2.64	3.23	1.62
Diluted loss per share from discontinued operations (usd per share)	0	0	(0.02)
Diluted earnings per share (usd per share)	$ 2.64	$ 3.23	$ 1.60
Weighted-average common shares outstanding
Basic weighted-average common shares (in shares)	118	116	116
Diluted weighted-average common shares outstanding (in shares)	119	120	118

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting and Geographic Information

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

In our 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 operation.

In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets. We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding, and multimodal solutions.

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”) is our chief executive officer. Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, including corporate costs, 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 provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments.

Our CODM uses adjusted EBITDA to allocate resources, including property and equipment and financial or capital resources, to the segments and to assess their performance by monitoring budget-to-actual and year-over-year variances.

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:


	Year Ended December 31, 2025
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,832	$	3,324	$	—	$	8,157
Salaries, wages and employee benefits	2,520		888		15		3,424
Purchased transportation	123		1,539		—		1,662
Fuel, operating expenses and supplies	885		686		1		1,571
Operating taxes and licenses	67		17		—		83
Insurance and claims	111		55		1		167
Gains on sales of property and equipment	(9)		(8)		—		(17)
Pension (income) expense	(6)		1		—		(6)
Other (income) expense	—		1		(1)		—
Adjusted EBITDA	$	1,142	$	147	$	(16)	$	1,272


	Year Ended December 31, 2024
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,899	$	3,173	$	—	$	8,072
Salaries, wages and employee benefits	2,515		846		16		3,377
Purchased transportation	248		1,454		—		1,701
Fuel, operating expenses and supplies	928		661		—		1,589
Operating taxes and licenses	65		15		—		80
Insurance and claims	80		51		3		134
Gains on sales of property and equipment	(27)		(14)		—		(40)
Pension (income) expense	(25)		1		—		(25)
Other (income) expense	—		1		(12)		(12)
Adjusted EBITDA	$	1,115	$	158	$	(7)	$	1,266


	Year Ended December 31, 2023
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,671	$	3,073	$	—	$	7,744
Salaries, wages and employee benefits	2,346		795		18		3,159
Purchased transportation	366		1,394		—		1,760
Fuel, operating expenses and supplies	956		661		6		1,623
Operating taxes and licenses	48		12		—		60
Insurance and claims	102		59		6		167
(Gains) losses on sales of property and equipment	8		(13)		—		(5)
Pension (income) expense	(17)		—		—		(17)
Other (income) expense	(2)		2		1		1
Adjusted EBITDA	$	864	$	163	$	(31)	$	996

(1) Primarily represents unallocated corporate costs, as well as investment income of approximately $13 million within Other (income) expense in 2024.

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated income from continuing operations:


	Years Ended December 31,
(in millions)	2025		2024		2023
Adjusted EBITDA
North American LTL	$	1,142	$	1,115	$	864
European Transportation	147		158		163
Corporate	(16)		(7)		(31)
Total Adjusted EBITDA	1,272		1,266		996
Less:
Debt extinguishment loss	6		—		25
Interest expense	219		223		168
Income tax provision	121		86		68
Depreciation and amortization expense	521		490		432
Pre-Con-way acquisition environmental matter (1)	35		—		—
Legal matters (2)	(13)		—		8
Transaction and integration costs	8		53		58
Restructuring costs	59		27		44
Other	—		—		1
Income from continuing operations	$	316	$	387	$	192

(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015.

(2) In 2025, reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. For 2023, see Note 17— Commitments and Contingencies for further information on the California Environmental Matters.

The following table presents depreciation and amortization expense by segment:


	Years Ended December 31,
(in millions)	2025		2024		2023
Depreciation and amortization expense
North American LTL	$	381	$	346	$	291
European Transportation	136		140		136
Corporate	4		4		5
Total	$	521	$	490	$	432

As of December 31, 2025 and 2024, we held long-lived tangible assets outside of the U.S., including right of use assets, of $844 million and $715 million, respectively.

- Definition

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

+ References

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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

+ Details

Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	$ 1,601	$ 1,266
Other comprehensive income (loss)	68	(20)
Amounts reclassified from AOCI	(9)	(9)
Net current period other comprehensive income (loss)	59	(29)
Balance at end of period	1,861	1,601
AOCI Attributable to XPO
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(246)	(217)
Balance at end of period	(187)	(246)
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(107)	(91)
Other comprehensive income (loss)	49	(7)
Amounts reclassified from AOCI	(10)	(9)
Net current period other comprehensive income (loss)	39	(16)
Balance at end of period	(68)	(107)
Derivative Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	0	(2)
Other comprehensive income (loss)	1	3
Amounts reclassified from AOCI	(2)	(1)
Net current period other comprehensive income (loss)	(1)	2
Balance at end of period	(1)	0
Defined Benefit Plans Liability
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(139)	(124)
Other comprehensive income (loss)	18	(16)
Amounts reclassified from AOCI	3	1
Net current period other comprehensive income (loss)	21	(15)
Balance at end of period	$ (118)	$ (139)

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Employee Benefit Plans - Fair Value of Investment Categories (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 1,423	$ 1,392	$ 1,507
Not Subject to Leveling	$ 119	$ 14
Percentage of Plan Assets	100.00%	100.00%
Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 271	$ 319
Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	1,033	1,059
Cash and cash equivalents:
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	28	20
Not Subject to Leveling	$ 0	$ 0
Percentage of Plan Assets	2.00%	1.40%
Cash and cash equivalents: \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 28	$ 20
Cash and cash equivalents: \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	0	0
U.S.
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	43
Not Subject to Leveling	$ 0
Percentage of Plan Assets	3.00%
U.S. \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0
U.S. \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	43
U.S. large companies
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		56
Not Subject to Leveling		$ 0
Percentage of Plan Assets		4.00%
U.S. large companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		$ 0
U.S. large companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		56
U.S. small companies
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		14
Not Subject to Leveling		$ 0
Percentage of Plan Assets		1.00%
U.S. small companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		$ 0
U.S. small companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets		14
International
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	31	54
Not Subject to Leveling	$ 0	$ 7
Percentage of Plan Assets	2.20%	3.90%
International \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0	$ 20
International \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	31	27
Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	1,305	1,241
Not Subject to Leveling	$ 119	$ 6
Percentage of Plan Assets	91.70%	89.10%
Fixed income securities \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 243	$ 279
Fixed income securities \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	943	956
Derivatives
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	16	8
Not Subject to Leveling	$ 0	$ 0
Percentage of Plan Assets	1.10%
Derivatives		0.60%
Derivatives \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 0	$ 0
Derivatives \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total plan assets	$ 16	$ 8

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share [Abstract]
Net income from continuing operations	$ 316	$ 387	$ 192
Net loss from discontinued operations	0	0	(3)
Net income	$ 316	$ 387	$ 189
Basic weighted-average common shares (in shares)	118	116	116
Dilutive effect of stock-based awards and warrants (in shares)	2	4	2
Diluted weighted-average common shares (in shares)	119	120	118
Basic earnings from continuing operations per share (usd per share)	$ 2.69	$ 3.33	$ 1.66
Basic loss from discontinued operations per share (usd per share)	0	0	(0.02)
Basic earnings per share (usd per share)	2.69	3.33	1.64
Diluted earnings per share from continuing operations per share (usd per share)	2.64	3.23	1.62
Diluted loss per share from discontinued operations per share (usd per share)	0	0	(0.02)
Diluted earnings per share (usd per share)	$ 2.64	$ 3.23	$ 1.60

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 40	$ 50
Property and equipment, accumulated depreciation	2,360	2,019
Identifiable intangible assets, accumulated amortization	$ 580	$ 499
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)	117,000,000	117,000,000
Common stock, shares outstanding (in shares)	117,000,000	117,000,000

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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

The 2016 incentive plan authorizes the issuance of up to 11.4 million shares of our common stock as Awards. The 2016 incentive plan will terminate on May 18, 2032, unless terminated earlier by our Board of Directors. As of December 31, 2025, approximately 2.6 million shares of our common stock were available for the grant of Awards under the 2016 incentive plan.

Our stock-based compensation expense is recorded in Salaries, wages and employee benefits, Transaction and integration costs or Restructuring costs on our Consolidated Statements of Income:


	Years ended December 31,
(In millions)	2025		2024		2023
Restricted stock and restricted stock units	$	47	$	55	$	52
Performance-based restricted stock units	29		32		26


Total stock-based compensation expense	$	77	$	87	$	78
Tax benefit on stock-based compensation	$	(12)	$	(13)	$	(1)

Restricted Stock Units and Performance-Based Restricted Stock Units

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

Upon vesting, we generally withhold a portion of the shares of our common stock to satisfy the employee’s minimum tax withholdings. Cash paid for tax withholdings is reflected in financing activities on our Consolidated Statements of Cash Flows.

We estimate the fair value of PSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model, utilizing several key assumptions, including expected Company and peer company share price volatility, correlation coefficients between peers and the Company, the risk-free rate of return and other award design features. For 2025 PSU grants, we assumed share price volatility of 47.58% and a risk-free rate of return of 3.89%.

A summary of RSU and PSU award activity for the year ended December 31, 2025 is presented below:


	RSUs			PSUs
	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2024 (1)	846,678	$	58.10	1,404,436	$	54.77
Granted	236,149	114.31		284,825	120.38
Net adjustment for performance condition achieved (2)	—	—		205,823	33.74
Vested (3)	(491,100)	53.37		(730,651)	36.49
Forfeited and canceled	(60,780)	73.94		(10,986)	100.63

Outstanding as of December 31, 2025 (1)	530,947	$	85.66	1,153,447	$	78.37

(1) With respect to our PSUs, the outstanding balance reflects the number of shares to be issued based on the performance target.

(2) Represents an adjustment in the number of PSUs granted based on the final performance achieved upon vesting, generally ranging from 0% to 200% of target.

(3) The number of RSUs and PSUs vested includes the portion withheld to satisfy employee tax withholdings.

The weighted-average grant date fair value of RSUs granted during the years 2025, 2024 and 2023 was $114.31, $117.94 and $38.65, respectively. The weighted-average grant date fair value of PSUs granted during the years 2025, 2024 and 2023 was $120.38, $117.81 and $44.07, respectively.

The total fair value of RSUs that vested during 2025, 2024 and 2023 was $56 million, $244 million and $23 million, respectively. All of the outstanding RSUs as of December 31, 2025 vest subject to service conditions.

The total fair value of PSUs that vested during 2025, 2024 and 2023 was $105 million, $3 million and $27 million, respectively. Of the outstanding PSUs as of December 31, 2025, 107,468 vest subject to service and performance conditions, 907,615 vest subject to service and a combination of market or performance conditions and 138,364 vest subject to service and market conditions.

As of December 31, 2025, unrecognized compensation cost related to non-vested RSUs and PSUs of $70 million is anticipated to be recognized over a weighted-average period of approximately 1.82 years.

Employee Stock Purchase Plan

During the first quarter of 2023, the Compensation and Human Capital Committee of the Board of Directors approved the suspension of our previous employee stock purchase plan, effective after the completion of the March 2023 offering period. There was no stock-based compensation expense recognized under this plan as it was non-compensatory.

During 2024, the Compensation and Human Capital Committee of the Board of Directors approved the reinstatement of our employee stock purchase plan, with the first offering period commencing on December 1, 2024. Our current employee stock purchase plan offers eligible employees, excluding our executive officers and directors, the right to purchase our common stock using up to 10% of each employee’s compensation. Shares are purchased at 10% below fair market value on the last trading day of each six-month offering period. The plan authorized the purchase of up to five million shares of our common stock, which is incremental to the shares authorized under the 2016 incentive plan as discussed above. The plan will terminate in October 2027, unless terminated earlier by our Board of Directors. We recognize stock-based compensation expense related to the plan over the offering period as the plan is compensatory. Compensation expense related to the plan was immaterial in 2025 and 2024. At December 31, 2025 and 2024, approximately four million shares of our common stock were available for purchase under the plan.

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities of continuing operations
Net income	$ 316	$ 387	$ 189
Loss from discontinued operations, net of taxes	0	0	(3)
Income from continuing operations	316	387	192
Adjustments to reconcile income from continuing operations to net cash from operating activities
Depreciation and amortization	521	490	432
Stock compensation expense	77	87	78
Accretion of debt	10	11	11
Deferred tax expense	99	57	31
Gains on sales of property and equipment	(17)	(40)	(5)
Other	24	11	54
Changes in assets and liabilities
Accounts receivable	(47)	(47)	(46)
Other assets	(38)	(106)	(9)
Accounts payable	(22)	(8)	(48)
Accrued expenses and other liabilities	62	(33)	4
Net cash provided by operating activities from continuing operations	986	808	694
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment	(657)	(789)	(1,533)
Proceeds from sale of property and equipment	41	75	29
Proceeds from settlement of cross currency swaps	0	0	2
Proceeds from sale of investment	0	12	0
Net cash used in investing activities from continuing operations	(616)	(702)	(1,502)
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt	0	0	2,962
Repurchase of debt	(115)	0	(2,117)
Repayment of debt and finance leases	(73)	(82)	(71)
Payment of debt issuance costs	(3)	(4)	(27)
Repurchase of common stock	(125)	0	0
Change in bank overdrafts	23	(9)	34
Payment for tax withholdings for restricted shares	(50)	(129)	(19)
Other	4	(1)	(1)
Net cash provided by (used in) financing activities from continuing operations	(339)	(226)	761
Cash flows from discontinued operations
Operating activities of discontinued operations	0	0	(12)
Investing activities of discontinued operations	0	0	3
Financing activities of discontinued operations	0	0	0
Net cash used in discontinued operations	0	0	(9)
Effect of exchange rates on cash, cash equivalents and restricted cash	(1)	0	5
Net increase (decrease) in cash, cash equivalents and restricted cash	31	(120)	(51)
Cash, cash equivalents and restricted cash, beginning of year	298	419	470
Cash, cash equivalents and restricted cash, end of year	330	298	419
Supplemental disclosure of cash flow information from continuing operations:
Cash paid for interest	$ 229	$ 223	$ 185

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 316	$ 387	$ 189
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $19, $(9) and $12	39	(16)	28
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $0, $0 and $1	(1)	2	0
Defined benefit plans adjustment, net of tax effect of $(6), $5 and $9	21	(15)	(23)
Other comprehensive income (loss)	59	(29)	5
Comprehensive income	$ 375	$ 359	$ 194

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

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

+ References

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+ Details

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2025

Retirement Benefits [Abstract]

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

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


(In millions)	2025		2024
Projected benefit obligation at beginning of year	$	1,338	$	1,466
Interest cost	68		72
Plan amendment	—		(3)
Actuarial (gain) loss	27		(59)
Benefits paid	(104)		(137)

Projected benefit obligation at end of year	$	1,329	$	1,338

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


	As of December 31,
(In millions)	2025			2024
Projected benefit obligation at beginning of year	$	26		$	28
Interest cost on projected benefit obligation	1			1
Actuarial gain	—			(1)
Participant contributions	1			1
Benefits paid	(3)			(3)
Projected and accumulated benefit obligation at end of year	$	24		$	26
Funded status of the plan	$	(24)		$	(26)
Amounts recognized in the balance sheet consist of:
Current liabilities	$	(3)		$	(3)
Long-term liabilities	(22)			(23)
Net amount recognized	$	(24)		$	(26)
Discount rate assumption as of December 31	5.22		%	5.54		%

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

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


(In millions)	2025		2024
Fair value of plan assets at beginning of year	$	1,392	$	1,507
Actual return on plan assets	130		17
Employer contributions to non-qualified plans	5		5
Benefits paid	(104)		(137)

Fair value of plan assets at end of year	$	1,423	$	1,392

Schedule of the Funded Status of the Plans

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


(In millions)	2025		2024
Funded status at end of year	$	93	$	54
Amount recognized in balance sheet:
Long-term assets	$	142	$	104
Current liabilities	(5)		(5)
Long-term liabilities	(44)		(45)
Net pension asset recognized	$	93	$	54
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)	$	49	$	50

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

Schedule of Net Periodic Benefit Costs

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


(In millions)	2025		2024		2023
Net periodic benefit income:
Interest cost	$	68	$	72	$	74
Expected return on plan assets	(77)		(98)		(92)
Amortization of actuarial loss	3		1		—


Net periodic benefit income	$	(6)	$	(25)	$	(18)
Amounts recognized in Other comprehensive income (loss):
Actuarial loss (gain)	$	(26)	$	23	$	32
Prior-service cost	—		(3)		—
Amortization of actuarial loss	(3)		(1)		—

Loss (gain) recognized in Other comprehensive income (loss)	$	(28)	$	19	$	32

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

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


	Qualified Plans					Non-Qualified Plans
	2025		2024		2023	2025	2024	2023
Discount rate - net periodic benefit costs	5.33	%	5.08	%	5.36%	4.99% - 5.25%	5.02% - 5.05%	5.26% - 5.33%
Discount rate - benefit obligations	5.40	%	5.63	%	5.15%	4.60% - 5.20%	5.21% - 5.55%	4.98% - 5.12%
Expected long-term rate of return on plan assets	5.75	%	6.75	%	6.40%

Schedule of Expected Benefit Payments

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


(In millions)	2026		2027		2028		2029		2030		2031-2035
Expected benefit payments	$	110	$	109	$	109	$	108	$	107	$	511

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


(In millions)	2026		2027		2028		2029		2030		2031-2035
Expected benefit payments	$	3	$	3	$	3	$	2	$	2	$	10

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

The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2025 and 2024, and the percentage that each asset category comprises of total plan assets were as follows:



(Dollars in millions)	Level 1		Level 2		Not Subject to Leveling (1)		Total		Percentage of Plan Assets
December 31, 2025

Cash and cash equivalents	$	28	$	—	$	—	$	28	2.0	%
Equity:
U.S.	—		43		—		43		3.0	%

International	—		31		—		31		2.2	%

Fixed income securities	243		943		119		1,305		91.7	%
Derivatives	—		16		—		16		1.1	%
Total plan assets	$	271	$	1,033	$	119	$	1,423	100.0	%
December 31, 2024

Cash and cash equivalents	$	20	$	—	$	—	$	20	1.4	%
Equity:
U.S. large companies	—		56		—		56		4.0	%
U.S. small companies	—		14		—		14		1.0	%
International	20		27		7		54		3.9	%

Fixed income securities	279		956		6		1,241		89.1	%
Derivatives	—		8		—		8		0.6	%
Total plan assets	$	319	$	1,059	$	14	$	1,392	100.0	%

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

Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 1,461	$ 1,498
Impact of foreign exchange translation	85	(37)
Goodwill at end of period	1,547	1,461
North American LTL
Goodwill [Roll Forward]
Goodwill at beginning of period	726	726
Impact of foreign exchange translation	0	0
Goodwill at end of period	726	726
European Transportation
Goodwill [Roll Forward]
Goodwill at beginning of period	735	772
Impact of foreign exchange translation	85	(37)
Goodwill at end of period	820	$ 735
Cumulative goodwill impairments	$ 64

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-4

+ Details

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Within our consolidated financial statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions.
Consolidation	Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European trade securitization program discussed below. We have a controlling financial interest in entities generally when we own a majority of the voting interest.
Revenue Recognition	Revenue Recognition We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. We generate revenue by providing less-than-truckload and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract. A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service. Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.
Contract Costs	Contract Costs We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Salaries, wages and employee benefits on our Consolidated Statements of Income.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Credit Losses We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We write off accounts receivable balances once the receivables are no longer deemed collectible.
Trade Receivables Securitization and Factoring Programs	Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program 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. Under the trade receivables securitization program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries to unaffiliated entities. The program contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. In January 2026, the program was amended to extend the maturity date through March 2029. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Consolidated Balance Sheets at the date of transfer.
Property and Equipment	Property and Equipment We generally record property and equipment at cost, or in the case of property and equipment acquired in a business combination, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internal-use technology.
Leases	Leases We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the corresponding index that matches our credit rating, and then adjusts as if the borrowings were collateralized. We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments not based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 7—Leases.
Asset Retirement Obligations	Asset Retirement Obligations A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset.
Goodwill	Goodwill We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually as of August 31, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors. For our 2025 annual goodwill assessment, we performed a step-zero qualitative analysis for four of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other reporting unit, we performed a quantitative analysis using a combination of income and market approaches. The fair value of the reporting unit exceeded its carrying value, resulting in no impairment of goodwill. For our 2024 annual goodwill assessment, we performed a step-zero qualitative analysis for two of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other three reporting units, we performed a quantitative analysis using a combination of income and market approaches. All reporting units had fair values in excess of their carrying values, resulting in no impairment of goodwill. For our 2023 annual goodwill assessment, we performed a step-zero qualitative analysis for our five reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is generally based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.
Intangible Assets	Intangible Assets Our intangible assets subject to amortization consist primarily of customer relationships and favorable leases. We review long-lived assets to be held-and-used, including tangible assets and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for intangible assets at December 31, 2025 is 14 to 25 years.
Self-Insurance	Self-Insurance We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance, premium expense, and insurance availability. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than our estimates.
Advertising Costs	Advertising Costs Advertising costs are expensed as incurred.
Stockholders' Equity	Stockholders’ Equity Shares purchased under our share repurchase program are retired upon settlement. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.
Income Taxes	Income Taxes We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-offs of RXO and GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. As of December 31, 2025 and 2024, our income tax receivable included in Other current assets on our Consolidated Balance Sheets was $53 million and $77 million, respectively. Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income on our Consolidated Statements of Income.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: •Level 1—Quoted prices for identical instruments in active markets; •Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and •Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2025 and 2024 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. We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets. We have no equity investments as of December 31, 2025, and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Consolidated Balance Sheets, was not material. During the year ended December 31, 2024, we recognized a gain on equity investments of $13 million in Other income on our Consolidated Statements of Income, while there was no material gain on equity investments in 2025.
Derivative Instruments	Derivative Instruments We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner.
Defined Benefit Pension Plans	Defined Benefit Pension Plans We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions. The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.
Stock-Based Compensation	Stock-Based Compensation We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur. We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PSU award is considered probable.
Adoption of New Accounting Standard and Accounting Pronouncements Issued but Not Yet Effective	Adoption of New Accounting Standard In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326).” In developing forecasts as part of estimating expected credit losses, the ASU allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. We early adopted this standard in the fourth quarter of 2025, and it did not have a material impact on our financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU modifies income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements. We adopted this standard on a retrospective basis for the 2025 annual period. The impact is limited to financial statement disclosures. See Note 15 —Income Taxes. Accounting Pronouncements Issued but Not Yet Effective In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029. Early adoption is permitted. We are currently evaluating the impact of the new standard. In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for annual and interim periods beginning in 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.
Segment Reporting and Geographical Information	We are organized into two reportable segments: North American LTL, the largest component of our business, and European Transportation. In our 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 operation. In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets. We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding, and multimodal solutions. 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.
Earnings per Share	Earnings (Loss) Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed on the basis of the weighted-average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include unvested stock-based compensation awards.

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 3	$ 4	$ 6
Additions for tax positions of prior years	0	0	2
Settlements with tax authorities	0	(1)	0
Reductions due to the statute of limitations	0	0	(4)
Ending balance	3	3	4
Interest and penalties	3	2	2
Gross unrecognized tax benefits	6	5	6
Gross unrecognized tax benefits	$ 6	$ 5	$ 6

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, tractors and trailers						3 to 14 years

Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 5 years


	December 31,
(In millions)	2025		2024
Property and equipment
Land	$	920	$	879
Buildings and leasehold improvements	1,017		874
Vehicles, tractors and trailers	3,033		2,746
Machinery and equipment	330		291
Computer software and equipment	724		633
	6,024		5,422
Less: accumulated depreciation and amortization	(2,360)		(2,019)
Total property and equipment, net	$	3,664	$	3,402
Net book value of capitalized internally-developed software included in property and equipment, net	$	100	$	112

Stock-Based Compensation - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	4,000,000	4,000,000
Share-based compensation expense	$ 77,000,000	$ 87,000,000	$ 78,000,000
ESPP, number of shares authorized for issuance (in shares)		5,000,000
Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility rate	47.58%
Risk-free interest rate	3.89%
Granted (in usd per share)	$ 120.38	$ 117.81	$ 44.07
Restricted stock units, vested, fair value	$ 105,000,000	$ 3,000,000	$ 27,000,000
Outstanding (in shares)	1,153,447	1,404,436
Share-based compensation expense	$ 29,000,000	$ 32,000,000	$ 26,000,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in usd per share)	$ 114.31	$ 117.94	$ 38.65
Restricted stock units, vested, fair value	$ 56,000,000	$ 244,000,000	$ 23,000,000
Outstanding (in shares)	530,947	846,678
Share-based compensation expense	$ 47,000,000	$ 55,000,000	$ 52,000,000
Performance-based Restricted Stock Units Subject To Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	107,468
Performance-based Restricted Stock Units Subject To Service, Market and Performance Based Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	907,615
Restricted Stock Units Subject To Service and Market Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)	138,364
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 70,000,000
Unrecognized compensation cost, period for recognition	1 year 9 months 25 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0
Maximum employee contribution percentage into ESPP		10.00%
ESPP discount percentage from market price on last trading day at end of purchase period		10.00%
ESPP offering period		6 months
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	11,400,000
Shares available for issuance (in shares)	2,600,000

Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2025	Jan. 30, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 14.4
Entity Common Stock, Shares Outstanding		117,147,357
Documents Incorporated by Reference	Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2026 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K (the “Annual Report”). Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof.
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Entity Central Index Key	0001166003

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - Level 2 - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 0	$ 7
Derivative Liabilities	(78)	(5)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	284
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(32)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Liabilities and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	369
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Derivative Assets	0
Derivative Liabilities	(44)	(5)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount		652
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative Assets		7
Derivatives designated as hedges \| Interest rate swaps \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	550	200
Derivatives designated as hedges \| Interest rate swaps \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Interest rate swaps \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ (2)	$ 0

Segment Reporting and Geographic Information - Selected Financial Data for Each Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total Adjusted EBITDA		$ 1,272	$ 1,266	$ 996
Debt extinguishment loss	$ 5	6	0	25
Interest expense		219	223	168
Income tax provision		121	86	68
Depreciation and amortization expense		521	490	432
Pre-Con-way acquisition environmental matter		35	0	0
Legal matters		(13)	0	8
Transaction and integration costs		8	53	58
Restructuring costs		59	27	44
Other		0	0	1
Income from continuing operations		316	387	192
Operating Segments \| North American LTL
Segment Reporting Information [Line Items]
Total Adjusted EBITDA		1,142	1,115	864
Depreciation and amortization expense		381	346	291
Operating Segments \| European Transportation
Segment Reporting Information [Line Items]
Total Adjusted EBITDA		147	158	163
Depreciation and amortization expense		136	140	136
Corporate
Segment Reporting Information [Line Items]
Total Adjusted EBITDA		(16)	(7)	(31)
Depreciation and amortization expense		$ 4	$ 4	$ 5

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2025

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:


	Year Ended December 31, 2025
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,726	$	—	$	4,726
North America (excluding United States)	106		—		106
France	—		1,305		1,305
United Kingdom	—		1,142		1,142
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,832	$	3,324	$	8,157


	Year Ended December 31, 2024
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,792	$	—	$	4,792
North America (excluding United States)	107		—		107
France	—		1,277		1,277
United Kingdom	—		1,023		1,023
Europe (excluding France and United Kingdom)	—		873		873

Total	$	4,899	$	3,173	$	8,072


	Year Ended December 31, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,572	$	—	$	4,572
North America (excluding United States)	99		—		99
France	—		1,291		1,291
United Kingdom	—		905		905
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,671	$	3,073	$	7,744

Revenue Recognition

12 Months Ended

Dec. 31, 2025

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:


	Year Ended December 31, 2025
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,726	$	—	$	4,726
North America (excluding United States)	106		—		106
France	—		1,305		1,305
United Kingdom	—		1,142		1,142
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,832	$	3,324	$	8,157


	Year Ended December 31, 2024
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,792	$	—	$	4,792
North America (excluding United States)	107		—		107
France	—		1,277		1,277
United Kingdom	—		1,023		1,023
Europe (excluding France and United Kingdom)	—		873		873

Total	$	4,899	$	3,173	$	8,072


	Year Ended December 31, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,572	$	—	$	4,572
North America (excluding United States)	99		—		99
France	—		1,291		1,291
United Kingdom	—		905		905
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,671	$	3,073	$	7,744

- Definition

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

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+ Details

Derivative Instruments

12 Months Ended

Dec. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. Historically, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default.

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


	December 31, 2025
			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	$	284	Other current assets	$	—	Other current liabilities	$	(32)

Cross-currency swap agreements	369		Other long-term liabilities	—		Other long-term liabilities	(44)
Interest rate swaps	550		Other current assets	—		Other current liabilities	(2)



Total				$	—		$	(78)


	December 31, 2024
			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	$	652	Other long-term assets	$	7	Other long-term liabilities	$	(5)


Interest rate swaps	200		Other current assets	—		Other current liabilities	—



Total				$	7		$	(5)

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

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


	Amount of Gain (Loss) Recognized in Other Comprehensive 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)
	Years Ended December 31,
(In millions)	2025		2024		2023		2025		2024		2023		2025		2024		2023
Derivatives designated as cash flow hedges

Interest rate swaps	$	(2)	$	2	$	(1)	$	2	$	1	$	3	$	—	$	—	$	—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(79)		36		(21)		—		—		—		10		9		9


Total	$	(81)	$	38	$	(22)	$	2	$	1	$	3	$	10	$	9	$	9

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 receive interest on a quarterly basis from the counterparties based on USD fixed interest rates, and we 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 2027.

We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

During 2023, we received approximately $2 million related to cross-currency swaps that were settled during the period. The fair value adjustments related to these swaps remain in AOCI and partially offset foreign currency translation adjustment losses on our net investments in foreign subsidiaries. The proceeds were included in Cash flows from investing activities of continuing operations on our Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Refinancing Term Loan Facilities (defined below). 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. Our outstanding interest rate swaps mature in the fourth quarter of 2026.

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

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

Restructuring Charges - Schedule of Restructuring-Related Activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Restructuring Reserve [Roll Forward]
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag		true
Severance
Restructuring Reserve [Roll Forward]
Beginning balance	$ 5	$ 11
Charges Incurred	35	21
Payments	(28)	(27)
Foreign Exchange and Other	(1)	0
Ending balance	11	5
Corporate
Restructuring Reserve [Roll Forward]
Charges Incurred	16	1
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Beginning balance	1	8
Charges Incurred	10	2
Payments	(4)	(8)
Foreign Exchange and Other	0	(1)
Ending balance	7	1
North American LTL \| Operating Segments
Restructuring Reserve [Roll Forward]
Charges Incurred	1	4
North American LTL \| Operating Segments \| Severance
Restructuring Reserve [Roll Forward]
Beginning balance	3	2
Charges Incurred	4	3
Payments	(5)	(3)
Foreign Exchange and Other	0	1
Ending balance	1	3
European Transportation \| Operating Segments
Restructuring Reserve [Roll Forward]
Charges Incurred	6	1
European Transportation \| Operating Segments \| Severance
Restructuring Reserve [Roll Forward]
Beginning balance	1	1
Charges Incurred	21	16
Payments	(19)	(16)
Foreign Exchange and Other	0	0
Ending balance	$ 3	$ 1

Derivative Instruments - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Proceeds from settlement of cross currency swaps	$ 0	$ 0	$ 2

Employee Benefit Plans - Expected Payments (Details) $ in Millions	Dec. 31, 2025 USD ($)
Expected benefit payments
2026	$ 110
2027	109
2028	109
2029	108
2030	107
2031-2035	511
Postretirement Medical Plan
Expected benefit payments
2026	3
2027	3
2028	3
2029	2
2030	2
2031-2035	$ 10

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Allocated Share-based Compensation Expense

Our stock-based compensation expense is recorded in Salaries, wages and employee benefits, Transaction and integration costs or Restructuring costs on our Consolidated Statements of Income:


	Years ended December 31,
(In millions)	2025		2024		2023
Restricted stock and restricted stock units	$	47	$	55	$	52
Performance-based restricted stock units	29		32		26


Total stock-based compensation expense	$	77	$	87	$	78
Tax benefit on stock-based compensation	$	(12)	$	(13)	$	(1)

Schedule of Equity Awards Outstanding and Exercisable

A summary of RSU and PSU award activity for the year ended December 31, 2025 is presented below:


	RSUs			PSUs
	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2024 (1)	846,678	$	58.10	1,404,436	$	54.77
Granted	236,149	114.31		284,825	120.38
Net adjustment for performance condition achieved (2)	—	—		205,823	33.74
Vested (3)	(491,100)	53.37		(730,651)	36.49
Forfeited and canceled	(60,780)	73.94		(10,986)	100.63

Outstanding as of December 31, 2025 (1)	530,947	$	85.66	1,153,447	$	78.37

(1) With respect to our PSUs, the outstanding balance reflects the number of shares to be issued based on the performance target.

(2) Represents an adjustment in the number of PSUs granted based on the final performance achieved upon vesting, generally ranging from 0% to 200% of target.

(3) The number of RSUs and PSUs vested includes the portion withheld to satisfy employee tax withholdings.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	XPO employs a robust system of information technology and information security controls and measures to assess, identify, and manage risks from cybersecurity threats which we consider to be critically important to maintaining our business and ensuring our business continuity. Our information security program is overseen by our Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes. Our CISO has more than a decade of executive leadership experience with blue chip companies in the areas of information technology, cybersecurity, risk management and compliance across multiple industries. He and his team have experience assessing, designing, building and operating security platforms, identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and compliance initiatives. The information security team provides periodic reports to our Chief Information Officer, Board of Directors, Chief Executive Officer and other members of our senior management as appropriate. Our CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape. As part of our information security program, our CISO and his team integrate our information security measures into our overall risk management processes to identify, evaluate, and quantify risks based on internal and external available information and classify the severity of potential cybersecurity incidents. XPO employs technical measures to protect against cybersecurity attacks that align with functions identified in the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. The information security team continuously reviews our information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and unusual traffic on our systems. The information security leadership team meets regularly to ensure our processes to identify, assess, and manage cybersecurity threats, including those posed by third-party service providers who provide services to our business, are effective and current. Our information security team also reviews relevant legislative and regulatory developments and conducts regular and tailored information security training for our global workforce, in various formats. In the event of a cybersecurity incident, our incident response team, composed of members of our information security team as well as other key personnel, identifies, evaluates, and quantifies the relevant risks based on the available information and classifies the severity of the cybersecurity incident based on the level of risk to the Company. Our incident response measures include procedures to provide incident updates and developments to our senior management and the Board of Directors in the event of an ongoing cybersecurity incident. We also maintain an information security risk insurance policy. We conduct internal exercises to prepare our leadership and cross-functional teams to respond in the event of a cybersecurity incident and to help us test and consider revisions to our incident response procedures. We also actively engage with key consultants, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security program. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported to senior management and the Board of Directors. To date, we have not experienced any cybersecurity threats or incidents which have materially affected or are reasonably likely to materially affect the Company. While we have dedicated significant resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	As part of our information security program, our CISO and his team integrate our information security measures into our overall risk management processes to identify, evaluate, and quantify risks based on internal and external available information and classify the severity of potential cybersecurity incidents. XPO employs technical measures to protect against cybersecurity attacks that align with functions identified in the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our information security program is overseen by our Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes. Our CISO has more than a decade of executive leadership experience with blue chip companies in the areas of information technology, cybersecurity, risk management and compliance across multiple industries. He and his team have experience assessing, designing, building and operating security platforms, identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and compliance initiatives. The information security team provides periodic reports to our Chief Information Officer, Board of Directors, Chief Executive Officer and other members of our senior management as appropriate. Our CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape.Our incident response measures include procedures to provide incident updates and developments to our senior management and the Board of Directors in the event of an ongoing cybersecurity incident. We also maintain an information security risk insurance policy. We conduct internal exercises to prepare our leadership and cross-functional teams to respond in the event of a cybersecurity incident and to help us test and consider revisions to our incident response procedures. We also actively engage with key consultants, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security program. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported to senior management and the Board of Directors. To date, we have not experienced any cybersecurity threats or incidents which have materially affected or are reasonably likely to materially affect the Company.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our information security program is overseen by our Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The information security team provides periodic reports to our Chief Information Officer, Board of Directors, Chief Executive Officer and other members of our senior management as appropriate. Our CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape.
Cybersecurity Risk Role of Management [Text Block]	Our information security program is overseen by our Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes. Our CISO has more than a decade of executive leadership experience with blue chip companies in the areas of information technology, cybersecurity, risk management and compliance across multiple industries. He and his team have experience assessing, designing, building and operating security platforms, identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and compliance initiatives. The information security team provides periodic reports to our Chief Information Officer, Board of Directors, Chief Executive Officer and other members of our senior management as appropriate. Our CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our information security program is overseen by our Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CISO has more than a decade of executive leadership experience with blue chip companies in the areas of information technology, cybersecurity, risk management and compliance across multiple industries. He and his team have experience assessing, designing, building and operating security platforms, identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and compliance initiatives.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The information security team provides periodic reports to our Chief Information Officer, Board of Directors, Chief Executive Officer and other members of our senior management as appropriate. Our CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed on the basis of the weighted-average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include unvested stock-based compensation awards.

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


		Years Ended December 31,
(In millions, except per share data)		2025		2024		2023







Net income from continuing operations		$	316	$	387	$	192



Net loss from discontinued operations		—		—		(3)


Net income		$	316	$	387	$	189

Basic weighted-average common shares		118		116		116
	Dilutive effect of stock-based awards	2		4		2
Diluted weighted-average common shares		119		120		118

Basic earnings from continuing operations per share		$	2.69	$	3.33	$	1.66
Basic loss from discontinued operations per share		—		—		(0.02)
Basic earnings per share		$	2.69	$	3.33	$	1.64











Diluted earnings from continuing operations per share		$	2.64	$	3.23	$	1.62
Diluted loss from discontinued operations per share		—		—		(0.02)
Diluted earnings per share		$	2.64	$	3.23	$	1.60

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 77	$ 87	$ 78
Tax benefit on stock-based compensation	(12)	(13)	(1)
Restricted stock and restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 47	55	52
Forfeited and canceled (in usd per share)	$ 73.94
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 29	$ 32	$ 26
Forfeited and canceled (in usd per share)	$ 100.63

- 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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Cash Paid (Received) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
U.S. Federal	$ (28)	$ 65	$ 21
U.S. State and Local	9	13	4
Foreign	15	12	10
Total cash paid (received) for income taxes, net of refunds	(4)	90	34
United Kingdom
Effective Income Tax Rate Reconciliation [Line Items]
Foreign	5	6	3
Canada
Effective Income Tax Rate Reconciliation [Line Items]
Foreign	4		3
France
Effective Income Tax Rate Reconciliation [Line Items]
Foreign	2
Other foreign jurisdictions
Effective Income Tax Rate Reconciliation [Line Items]
Foreign	$ 5	$ 6	$ 3

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan	$ 93	$ 54
Defined benefit plan, net periodic benefit expense	167	195
Cost for defined contribution retirement plans	59	58	$ 55
Amount not yet recognized in net periodic benefit income (expense)	$ 5	7
Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage	95.00%
Defined benefit plan, target allocation percentage to hedge projected liabilities	100.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage	5.00%
U.S.
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities	60.00%
Non-US Equity
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities	40.00%
Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan	$ (24)	(26)
Amount not yet recognized in net periodic benefit income (expense)	(1)	$ 1
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan	$ 142
Expected long-term rate of return on plan assets	5.75%	6.75%	6.40%
Discount rate - net periodic benefit costs	5.33%	5.08%	5.36%
Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded (unfunded) status of the plan	$ (49)
Employer contributions	$ 5
Minimum \| Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs	5.23%	5.04%	5.32%
Minimum \| Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs	4.99%	5.02%	5.26%
Maximum \| Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs	5.64%	5.10%	5.41%
Maximum \| Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate - net periodic benefit costs	5.25%	5.05%	5.33%

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
RSUs
Shares
Outstanding at beginning of period (in shares)	846,678
Granted (in shares)	236,149
Net adjustment for performance condition achieved (in shares)	0
Vested (in shares)	(491,100)
Forfeited and canceled (in shares)	(60,780)
Outstanding at end of period (in shares)	530,947	846,678
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 58.10
Granted (in usd per share)	114.31	$ 117.94	$ 38.65
Net adjustment for performance condition achieved (in usd per share)	0
Vested (in usd per share)	53.37
Forfeited and canceled (in usd per share)	73.94
Outstanding at end of period (in usd per share)	$ 85.66	$ 58.10
PSUs
Shares
Outstanding at beginning of period (in shares)	1,404,436
Granted (in shares)	284,825
Net adjustment for performance condition achieved (in shares)	205,823
Vested (in shares)	(730,651)
Forfeited and canceled (in shares)	(10,986)
Outstanding at end of period (in shares)	1,153,447	1,404,436
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 54.77
Granted (in usd per share)	120.38	$ 117.81	$ 44.07
Net adjustment for performance condition achieved (in usd per share)	33.74
Vested (in usd per share)	36.49
Forfeited and canceled (in usd per share)	100.63
Outstanding at end of period (in usd per share)	$ 78.37	$ 54.77
PSUs \| Minimum
Weighted-Average Grant Date Fair Value
Percentage of performance target award achieved	0.00%
PSUs \| Maximum
Weighted-Average Grant Date Fair Value
Percentage of performance target award achieved	200.00%

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Nature of Operations 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 and Geographic Information for additional information on our operations. Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Within our consolidated financial statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions. Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European trade securitization program discussed below. We have a controlling financial interest in entities generally when we own a majority of the voting interest.

Property and Equipment

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment


	December 31,
(In millions)	2025		2024
Property and equipment
Land	$	920	$	879
Buildings and leasehold improvements	1,017		874
Vehicles, tractors and trailers	3,033		2,746
Machinery and equipment	330		291
Computer software and equipment	724		633
	6,024		5,422
Less: accumulated depreciation and amortization	(2,360)		(2,019)
Total property and equipment, net	$	3,664	$	3,402
Net book value of capitalized internally-developed software included in property and equipment, net	$	100	$	112

Depreciation of property and equipment and amortization of computer software was $467 million, $432 million and $376 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Goodwill (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill


(In millions)	North American LTL		European Transportation (1)		Total
Goodwill as of December 31, 2023	$	726	$	772	$	1,498

Impact of foreign exchange translation	—		(37)		(37)
Goodwill as of December 31, 2024	726		735		1,461

Impact of foreign exchange translation	—		85		85
Goodwill as of December 31, 2025	$	726	$	820	$	1,547

(1) European Transportation goodwill balances presented above are net of $64 million accumulated impairment losses.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

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

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

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

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

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

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

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

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

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

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

+ Details

Debt - Schedule of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2015
Debt Instrument [Line Items]
Total debt, principal balance	$ 3,407	$ 3,493
Short-term borrowings and current maturities of long-term debt, principal balance	60	62
Total long-term debt, principal balance	3,347	3,431
Long-term debt, carrying value	3,253	3,325
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	3,253	3,325
Total debt, carrying value	3,313	3,387
Short-term debt and current maturities of long-term debt, carrying value	60	62
Term loan facility
Debt Instrument [Line Items]
Long-term debt, principal balance	985	1,100
Term loan facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 978	1,089
6.25% senior secured notes due 2028
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%
Long-term debt, principal balance	$ 830	830
6.25% senior secured notes due 2028 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 825	823
7.125% senior notes due 2031
Debt Instrument [Line Items]
Interest rate, stated percentage	7.125%
Long-term debt, principal balance	$ 450	450
7.125% senior notes due 2031 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 446	445
7.125% senior notes due 2032
Debt Instrument [Line Items]
Interest rate, stated percentage	7.125%
Long-term debt, principal balance	$ 585	585
7.125% senior notes due 2032 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 577	576
6.70% senior debentures due 2034
Debt Instrument [Line Items]
Interest rate, stated percentage	6.70%		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	230	225
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	257	228
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	$ 257	$ 228

Leases - Narrative (Details) $ in Millions	Dec. 31, 2025 USD ($)
Lessee, Lease, Description [Line Items]
Total future undiscounted lease payments under leases not yet commenced	$ 75
Minimum
Lessee, Lease, Description [Line Items]
Operating leases that have not yet commenced, term (in years)	4 years
Maximum
Lessee, Lease, Description [Line Items]
Operating leases that have not yet commenced, term (in years)	15 years

Goodwill

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill


(In millions)	North American LTL		European Transportation (1)		Total
Goodwill as of December 31, 2023	$	726	$	772	$	1,498

Impact of foreign exchange translation	—		(37)		(37)
Goodwill as of December 31, 2024	726		735		1,461

Impact of foreign exchange translation	—		85		85
Goodwill as of December 31, 2025	$	726	$	820	$	1,547

(1) European Transportation goodwill balances presented above are net of $64 million accumulated impairment losses.

As described in Note 2—Significant Accounting Policies, we recorded no impairment losses in 2025, 2024 and 2023.

- Definition

The entire disclosure for goodwill.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

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

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


	Years Ended December 31,
(In millions)	2025		2024		2023
U.S.	$	456	$	486	$	286
Foreign	(19)		(13)		(26)
Income from continuing operations before income tax provision	$	437	$	473	$	260

Schedule of Components of Income Tax Expense (Benefit)

The income tax provision is comprised of the following:


	Years Ended December 31,
(In millions)	2025		2024		2023
Current:
U.S. Federal	$	2	$	8	$	25
State	4		6		6
Foreign	17		15		6
Total current income tax provision (benefit)	$	22	$	29	$	37
Deferred:
U.S. Federal	$	94	$	56	$	38
State	10		7		3
Foreign	(5)		(6)		(10)
Total deferred income tax provision	$	99	$	57	$	31
Total:
U.S. Federal	$	96	$	64	$	63
State	14		13		9
Foreign	11		9		(4)
Total income tax provision	$	121	$	86	$	68

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate reconciliations were as follows:


	Years Ended December 31,
(Dollars in millions)	2025				2024				2023
US federal statutory income tax rate	$	92	21.0	%	$	99	21.0	%	$	54	21.0	%
Domestic state and local taxes, net of federal effect (1)	11		2.5		11		2.3		7		2.7
Foreign Tax Effects
France
Changes in valuation allowances	4		1.0		7		1.4		1		0.2
Other	3		0.7		4		0.8		2		0.7
Spain
Changes in valuation allowances	8		1.8		—		—		—		—
Other	(2)		(0.4)		(2)		(0.4)		(1)		(0.3)
Other foreign jurisdictions	3		0.6		3		0.6		(1)		(0.3)
Effect of Cross-Border Tax Laws
Global intangible low-taxed income	—		—		9		1.8		—		(0.1)
Other	1		0.2		—		—		(2)		(0.6)
Nontaxable or Nondeductible Items
Non-deductible compensation	11		2.6		15		3.1		13		5.0
Other	1		0.1		—		0.1		1		0.2
Changes in Unrecognized Tax Benefits	—		—		—		0.1		(3)		(1.1)
Tax Credits
Foreign Tax Credits	(6)		(1.4)		(3)		(0.5)		—		—
Other	(2)		(0.5)		(2)		(0.3)		(2)		(0.7)
Other Adjustments
Stock-based compensation	(5)		(1.1)		(6)		(1.2)		—		(0.2)
Benefit from legal entity reorganization (2)	—		—		(50)		(10.5)		—		—
Other adjustments	2		0.5		—		(0.1)		(1)		(0.6)
Effective tax rate	$	121	27.8	%	$	86	18.1	%	$	68	26.0	%

(1) State taxes in California, Wisconsin, Massachusetts, Illinois, Michigan, and Georgia made up the majority (greater than 50%) of the tax effect in this category.

(2) During the second quarter of 2024, the Company executed a legal entity reorganization in our European Transportation business that resulted in a one-time tax benefit of $41 million in 2024. The impact of this benefit is reflected in the table within Domestic state and local taxes ($3 million benefit), Foreign tax effects ($5 million expense), Effect of cross-border laws ($9 million expense), Tax credits ($2 million benefit), and Other adjustments ($50 million benefit). As previously disclosed, we expect the legal entity reorganization in our European Transportation business to generate a net cash refund of approximately $45 million. In 2024, we made tax payments of $7 million and in 2025 we received a cash refund of $49 million. We expect to receive the remaining $3 million cash refund in 2026.

Schedule of Deferred Tax Assets and Liabilities

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


	Years Ended December 31,
(In millions)	2025		2024
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	63	$	33
Accrued expenses	49		75
Other	44		24
Total deferred tax asset	156		132
Valuation allowance	(54)		(26)
Total deferred tax asset, net	102		106
Deferred tax liability
Intangible assets	(79)		(80)
Property and equipment	(454)		(384)
Pension and other retirement obligations	(7)		—
Other	(31)		(25)
Total deferred tax liability	(571)		(489)
Net deferred tax liability	$	(470)	$	(382)

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


	December 31,
(In millions)	2025		2024
Other long-term assets	$	12	$	11
Deferred tax liability	(482)		(393)
Net deferred tax liability	$	(470)	$	(382)

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


(In millions)	Beginning Balance		Additions		Reductions		Ending Balance
Year Ended December 31, 2025	$	26	$	29	$	(1)	$	54
Year Ended December 31, 2024	18		9		(1)		26
Year Ended December 31, 2023	35		1		(18)		18

Schedule of Tax Credit Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2025		2024


Tax effect (before federal benefit) of state net operating losses	Various times starting in 2026 (1)	$	6	$	5
Federal tax credit carryforwards	Various times starting in 2033	2		—
State tax credit carryforward	Various times starting in 2026 (1)	1		1
Foreign net operating losses available to offset future taxable income	Various times starting in 2026 (1)	211		109

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

Schedule of Operating Loss Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2025		2024


Tax effect (before federal benefit) of state net operating losses	Various times starting in 2026 (1)	$	6	$	5
Federal tax credit carryforwards	Various times starting in 2033	2		—
State tax credit carryforward	Various times starting in 2026 (1)	1		1
Foreign net operating losses available to offset future taxable income	Various times starting in 2026 (1)	211		109

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

Schedule of Unrecognized Tax Benefits Roll Forward

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


	Years Ended December 31,
(In millions)	2025		2024		2023
Beginning balance	$	3	$	4	$	6

Additions for tax positions of prior years	—		—		2

Settlements with tax authorities	—		(1)		—
Reductions due to the statute of limitations	—		—		(4)

Ending balance	$	3	$	3	$	4
Interest and penalties	3		2		2
Gross unrecognized tax benefits	$	6	$	5	$	6
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	6	$	5	$	6

Cash Paid (Received) for Income Taxes

Cash paid (received) for income taxes is comprised of the following:


	Years Ended December 31,
(In millions)	2025		2024		2023
U.S. Federal	$	(28)	$	65	$	21
U.S. State and Local	9		13		4
Foreign
United Kingdom	5		6		3
Canada	4		*		3
France	2		*		*
Other	5		6		3
Total Foreign	15		12		10
Total cash paid (received) for income taxes, net of refunds	$	(4)	$	90	$	34

*Jurisdiction below the threshold for separate disclosure for the period presented. Cash paid (received) included in Other.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	New York, New York
Auditor Firm ID	185

Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt


	December 31, 2025				December 31, 2024
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	985	$	978	$	1,100	$	1,089




6.25% senior secured notes due 2028	830		825		830		823
7.125% senior notes due 2031	450		446		450		445
7.125% senior notes due 2032	585		577		585		576
6.70% senior debentures due 2034	300		230		300		225

Finance leases, asset financing and other	257		257		228		228
Total debt	3,407		3,313		3,493		3,387
Short-term borrowings and current maturities of long-term debt	60		60		62		62
Long-term debt	$	3,347	$	3,253	$	3,431	$	3,325

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


(In millions)	Fair Value		Level 1		Level 2
December 31, 2025	$	3,499	$	2,254	$	1,246
December 31, 2024	3,541		2,223		1,318

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

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


(In millions)	2026		2027		2028		2029		2030		Thereafter
Principal payments on debt	$	—	$	—	$	1,415	$	—	$	—	$	1,735

Revolving Credit Facility

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended (the “ABL Facility”), and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”), of which $200 million is available for issuances of letters of credit. The maturity date of the Revolving Credit Facility is April 30, 2030.

As of December 31, 2025, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million.

Our borrowings under the Revolving Credit Facility bear interest at a rate equal to: (a) for loans denominated in U.S. Dollars, Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate and (b) for loans denominated in Canadian Dollars, Term Canadian Overnight Repo Rate (“CORRA”) or the Canadian base rate plus (i) in the case of base rate loans, an applicable rate ranging from 0.25% to 1.00% or, (ii) in the case of Term SOFR or Term CORRA loans, an applicable rate ranging from 1.25% to 2.00%, which is determined based on our Consolidated Total Net Leverage Ratio (as defined in the Revolving Credit Agreement). In addition, we are required to pay an unused commitment fee of between 0.20% and 0.30% on the undrawn commitments under the Revolving Credit Facility, determined based on our Consolidated Total Net Leverage Ratio.

The Revolving Credit Facility is secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions, and contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature. Security interests and certain covenants under the Revolving Credit Agreement will release, terminate or be amended upon, among other things, the Company’s achievement of investment grade ratings from at least two rating agencies. As of December 31, 2025, we were in compliance with the Revolving Credit Facility’s financial covenants.

Letters of Credit Facility

In 2020, we entered into a $200 million uncommitted secured evergreen letter of credit facility. The letter of credit facility had an initial one-year term, which automatically renews with one-year terms until the letter of credit facility terminates. As of December 31, 2025, we have $133 million in aggregate face amount of letters of credit outstanding under the facility.

Term Loan Facility

In February 2025, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan Credit Agreement”). Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing.

In the second half of 2025, we used cash on hand to repay $115 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

The Refinancing Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term SOFR plus (i) in the case of ABR Loans, 0.75% or, (ii) in the case of Term SOFR Loans, 1.75%, which shall be reduced by 0.25% upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan Credit Agreement) of less than or equal to 1.21 to 1.00. The Refinancing Term Loan Facilities are secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions.

The Amended Term Loan Credit Agreement contains customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important exceptions and qualifications.

The weighted average interest rate of our term loans was approximately 5.4% as of December 31, 2025.

Senior Notes

In December 2023, we completed the private placement of $585 million aggregate principal amount of senior notes due 2032 (the “Senior Notes due 2032”), which mature on February 1, 2032 and bear interest at a rate of 7.125% per annum. Interest is payable semi-annually in cash in arrears. These notes were issued at par.

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”). 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 is payable semi-annually in cash in arrears. These notes were issued at par.

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 Revolving Credit Facility or the Amended 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 Amended Term Loan Credit Agreement (subject to permitted liens and certain other exceptions). All other senior notes 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 Debentures

In conjunction with a 2015 acquisition, we assumed 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. Including amortization of the fair value adjustment recorded on the acquisition date, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%.

- 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2025
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, cargo damage or loss, 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, as appropriate, accruals for loss contingencies at least 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 be considered reasonably 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 We have been engaged in litigation 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) since we acquired Con-way in 2015. In April 2012, prior to the acquisition, Allianz Global Risks US Ins. Co. (“Allianz”) filed suit against eighteen insurance companies seeking contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). These claims involved truck and part manufacturing plants of Freightliner, a former subsidiary of Con-way, which Con-way sold to DTNA in 1981. The defendants had insured Freightliner’s assets and Con-way and Freightliner had self-insured under fronting agreements with three of the 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. In connection with the acquisition of Con-way, we became responsible for any potential liability of Con-way related to this matter. After a seven-week jury trial in 2014, the jury found that Con-way and the fronting insurers never intended that the fronting 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 application of certain policy pollution exclusions. In July 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. In June 2023, the trial court decided the parties’ cross-motions for summary judgment and determined that the fronting policies do provide coverage for the environmental and product liability claims. The pollution exclusion and allocation issues remained open. The trial on the pollution exclusion issue took place in October 2024, where the jury issued a favorable verdict, finding that the pollution exclusion applied to the General policy over several years for which Allianz seeks contribution. The trial addressing legal and factual issues relating to the allocation of defense and indemnity costs among the applicable insurance policies took place during the first half of 2025 and final hearings on allocation took place in early October 2025. While the court has not entered a final judgment, we revised our estimate for our share of the liability associated with this matter and recognized a charge of approximately $35 million in the third quarter of 2025. The additional charge we recognized includes an allocation of defense and indemnity costs already incurred by Allianz as well as an estimate of future allocated defense and indemnity costs. This matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to our current Less-than-Truckload operations. California Environmental Matters In August 2022, the Company received a letter from the San Bernardino County District Attorney’s Office (the “County”), 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. Following meetings between the Company and County attorneys and the Los Angeles City Attorney and an assessment of the allegations and the underlying facts, the Company engaged in negotiations with the County and Los Angeles City Attorneys to address settlement of the alleged violations. The Company previously accrued for this matter, and it was resolved for $7.9 million in April 2024.

Employee Benefit Plans - Funded Status of Plan (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
Funded status at end of year	$ 93	$ 54
Amount recognized in balance sheet:
Long-term assets	142	104
Current liabilities	(5)	(5)
Long-term liabilities	(44)	(45)
Net pension asset recognized	93	54
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	49	$ 50
Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Funded status at end of year	$ 142

Stockholder's Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2025
Subsidiary or Equity Method Investee [Line Items]
Retirement of common stock (in shares)	954	0	0
Retirement of common stock	$ 125
Shares acquired, average cost per share (in dollars per share)	$ 130.96
2025 Share Repurchase Program
Subsidiary or Equity Method Investee [Line Items]
Stock repurchase program authorized amount				$ 750
Shares repurchased, remaining authorization amount	$ 625

Debt - Letters of Credit Facility (Details) - USD ($)	12 Months Ended
Debt - Letters of Credit Facility (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2025	Feb. 28, 2025
Uncommitted Secured Letter Of Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 200,000,000	$ 133,000,000
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 200,000,000
Term of debt instrument (years)	1 year
Renewal term (years)	1 year

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets


	December 31, 2025				December 31, 2024
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	825	$	574	$	795	$	497

Favorable leases	65		5		65		3
Total	$	891	$	580	$	860	$	499

Estimated Future Amortization Expense for Amortizable Intangible Assets

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


(In millions)	2026		2027		2028		2029		2030		Thereafter
Estimated amortization expense	$	59	$	59	$	46	$	36	$	36	$	75

Debt - Revolving Credit Facility (Details) - USD ($)	1 Months Ended
Debt - Revolving Credit Facility (Details) - USD ($)	Feb. 28, 2025	Dec. 31, 2025
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 600,000,000
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Unused commitment fee	0.20%
Revolving Credit Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Interest rate	0.25%
Revolving Credit Facility \| Minimum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate	1.25%
Revolving Credit Facility \| Minimum \| CORRA
Debt Instrument [Line Items]
Interest rate	1.25%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Unused commitment fee	0.30%
Revolving Credit Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Interest rate	1.00%
Revolving Credit Facility \| Maximum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate	2.00%
Revolving Credit Facility \| Maximum \| CORRA
Debt Instrument [Line Items]
Interest rate	2.00%
Revolving Credit Facility \| ABL facility
Debt Instrument [Line Items]
Remaining borrowing availability		$ 600,000,000
Outstanding letters of credit		$ 1,000,000
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 200,000,000

Leases - Maturities of Financing and Operating Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Finance Leases
2026	$ 62
2027	59
2028	46
2029	36
2030	28
Thereafter	63
Total lease payments	294
Less: interest	(45)
Present value of lease liabilities	248	$ 210
Operating Leases
2026	204
2027	188
2028	145
2029	105
2030	78
Thereafter	220
Total lease payments	941
Less: interest	(163)
Present value of lease liabilities	$ 777	$ 730

Intangible Assets - Narrative (Details) - USD ($)	12 Months Ended
Intangible Assets - Narrative (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets	$ 0	$ 0	$ 0
Amortization expense on intangible assets	$ 58,000,000	$ 57,000,000	$ 54,000,000

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Components of Lease Expense

The components of our lease expense were as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Operating lease cost	$	225	$	213	$	199
Short-term lease cost	38		39		47
Variable lease cost	25		33		27
Total operating lease cost	$	288	$	285	$	273
Finance lease cost:
Amortization of leased assets	$	60	$	61	$	59
Interest on lease liabilities	8		8		6
Total finance lease cost	$	68	$	69	$	65
Total lease cost	$	356	$	354	$	338

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	247	$	216	$	201
Operating cash flows for finance leases	8		8		6
Financing cash flows for finance leases	63		72		68
Leased assets obtained in exchange for new lease obligations:
Operating leases	220		207		118
Finance leases	80		47		94

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2025			2024
Operating leases:
Operating lease assets	$	777		$	727

Short-term operating lease liabilities	$	166		$	127
Operating lease liabilities	611			603
Total operating lease liabilities	$	777		$	730
Finance leases:
Property and equipment, gross	$	471		$	408
Accumulated depreciation	(235)			(205)
Property and equipment, net	$	236		$	203

Short-term borrowings and current maturities of long-term debt	$	54		$	52
Long-term debt	195			158
Total finance lease liabilities	$	248		$	210
Weighted-average remaining lease term:
Operating leases	6 years			7 years
Finance leases	7 years			8 years
Weighted-average discount rate:
Operating leases	5.46		%	5.47		%
Finance leases	3.88		%	3.69		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of lease liabilities as of December 31, 2025 were as follows:


(In millions)	Finance Leases		Operating Leases
2026	$	62	$	204
2027	59		188
2028	46		145
2029	36		105
2030	28		78
Thereafter	63		220
Total lease payments	294		941
Less: interest	(45)		(163)
Present value of lease liabilities	$	248	$	777

Schedule of Maturities of Finance Lease Liabilities

Maturities of lease liabilities as of December 31, 2025 were as follows:


(In millions)	Finance Leases		Operating Leases
2026	$	62	$	204
2027	59		188
2028	46		145
2029	36		105
2030	28		78
Thereafter	63		220
Total lease payments	294		941
Less: interest	(45)		(163)
Present value of lease liabilities	$	248	$	777

Stockholder's Equity	12 Months Ended
Stockholder's Equity	Dec. 31, 2025
Equity [Abstract]
Stockholder's Equity	Stockholders’ Equity Share Repurchases In March 2025, our Board of Directors authorized repurchases of up to $750 million of our common stock. The repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We retire common shares that we repurchase upon settlement. The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019. During 2025, we repurchased 954 thousand shares of common stock with an aggregate value of $125 million at an average price of $130.96 per share. The share repurchases were funded by cash on hand. There were no share repurchases in 2024 and 2023. As of December 31, 2025, our remaining share repurchase authorization was $625 million.

- Definition

The entire disclosure for equity.

+ References

+ Details

Significant Accounting Policies - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Securitization programs
Receivables sold in period	$ 1,881	$ 1,762	$ 1,815
Cash consideration	1,881	1,762	1,815
Factoring programs
Receivables sold in period	70	79	103
Cash consideration	$ 67	$ 78	$ 103

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Restructuring-Related Activity

Our restructuring-related activity was as follows:


			Year Ended December 31, 2025
(In millions)	Reserve Balance as of December 31, 2024		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2025
Severance
North American LTL	$	3	$	4	$	(5)	$	—	$	1
European Transportation	1		21		(19)		—		3
Corporate	1		10		(4)		—		7





Total	$	5	$	35	$	(28)	$	(1)	$	11

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our North American LTL segment, European Transportation segment and Corporate of $1 million, $6 million and $16 million, respectively, during 2025, which are primarily non-cash.

We expect that the majority of the cash outlays related to the severance charges incurred in 2025 will be completed within 12 months.


			Year Ended December 31, 2024
(In millions)	Reserve Balance as of December 31, 2023		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2024
Severance
North American LTL	$	2	$	3	$	(3)	$	1	$	3
European Transportation	1		16		(16)		—		1
Corporate	8		2		(8)		(1)		1





Total	$	11	$	21	$	(27)	$	—	$	5

Employee Benefit Plans - Benefit Obligations and Funded Status for Medical Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 1,338	$ 1,466
Interest cost on projected benefit obligation	68	72	$ 74
Actuarial gain	27	(59)
Benefits paid	(104)	(137)
Projected benefit obligation at end of year	1,329	1,338	1,466
Funded status of the plan	93	54
Amounts recognized in the balance sheet consist of:
Current liabilities	(5)	(5)
Long-term liabilities	(44)	(45)
Net pension asset recognized	93	54
Postretirement Medical Plan
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	26	28
Interest cost on projected benefit obligation	1	1
Actuarial gain	0	(1)
Participant contributions	1	1
Benefits paid	(3)	(3)
Projected benefit obligation at end of year	24	26	$ 28
Funded status of the plan	(24)	(26)
Amounts recognized in the balance sheet consist of:
Current liabilities	(3)	(3)
Long-term liabilities	(22)	(23)
Net pension asset recognized	$ (24)	$ (26)
Discount rate assumption as of December 31	5.22%	5.54%

Income Taxes - Schedule of Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 6	$ 5
Tax credit carryforwards	1	1
Domestic Tax Jurisdiction
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	2	0
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 211	$ 109

Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	$ (81)	$ 38	$ (22)
Amount of Gain Reclassified from AOCI into Net Income	2	1	3
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	10	9	9
Derivatives designated as cash flow hedges \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	(2)	2	(1)
Amount of Gain Reclassified from AOCI into Net Income	2	1	3
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0	0
Derivatives designated as cash flow hedges \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives	(79)	36	(21)
Amount of Gain Reclassified from AOCI into Net Income	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 10	$ 9	$ 9

- Definition

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

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+ Details

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

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


	December 31, 2025
			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	$	284	Other current assets	$	—	Other current liabilities	$	(32)

Cross-currency swap agreements	369		Other long-term liabilities	—		Other long-term liabilities	(44)
Interest rate swaps	550		Other current assets	—		Other current liabilities	(2)



Total				$	—		$	(78)


	December 31, 2024
			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	$	652	Other long-term assets	$	7	Other long-term liabilities	$	(5)


Interest rate swaps	200		Other current assets	—		Other current liabilities	—



Total				$	7		$	(5)

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

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


	Amount of Gain (Loss) Recognized in Other Comprehensive 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)
	Years Ended December 31,
(In millions)	2025		2024		2023		2025		2024		2023		2025		2024		2023
Derivatives designated as cash flow hedges

Interest rate swaps	$	(2)	$	2	$	(1)	$	2	$	1	$	3	$	—	$	—	$	—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(79)		36		(21)		—		—		—		10		9		9


Total	$	(81)	$	38	$	(22)	$	2	$	1	$	3	$	10	$	9	$	9

Significant Accounting Policies -Schedule of Fair Value Hierarchy of Cash Equivalents (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 285	$ 205
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	285	205
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 285	$ 205

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation of property and equipment and amortization of computer software	$ 467	$ 432	$ 376

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

Restructuring Charges

12 Months Ended

Dec. 31, 2025

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. These actions primarily relate to business optimization initiatives and 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:


			Year Ended December 31, 2025
(In millions)	Reserve Balance as of December 31, 2024		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2025
Severance
North American LTL	$	3	$	4	$	(5)	$	—	$	1
European Transportation	1		21		(19)		—		3
Corporate	1		10		(4)		—		7





Total	$	5	$	35	$	(28)	$	(1)	$	11

We expect that the majority of the cash outlays related to the severance charges incurred in 2025 will be completed within 12 months.


			Year Ended December 31, 2024
(In millions)	Reserve Balance as of December 31, 2023		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2024
Severance
North American LTL	$	2	$	3	$	(3)	$	1	$	3
European Transportation	1		16		(16)		—		1
Corporate	8		2		(8)		(1)		1





Total	$	11	$	21	$	(27)	$	—	$	5

In addition to the severance charges noted in the table above, we recorded non-cash charges in our North American LTL segment, European Transportation segment and Corporate of $4 million, $1 million and $1 million, respectively, during 2024.

Significant Accounting Policies - Summary of Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Accrued salaries and wages	$ 244	$ 273
Accrued transportation and facility charges	218	184
Accrued insurance claims	109	88
Accrued taxes	106	93
Other accrued expenses	83	70
Total accrued expenses	$ 760	$ 708

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Fair value of debt	$ 3,499	$ 3,541
Level 1
Debt Instrument [Line Items]
Fair value of debt	2,254	2,223
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 1,246	$ 1,318

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

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+ Details

Income Taxes - Change in Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 26	$ 18	$ 35
Additions	29	9	1
Reductions	(1)	(1)	(18)
Ending Balance	$ 54	$ 26	$ 18

Income Taxes - Schedule of Income before Income Tax, Related to Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
U.S.	$ 456	$ 486	$ 286
Foreign	(19)	(13)	(26)
Income from continuing operations before income tax provision	$ 437	$ 473	$ 260

- Definition

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

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+ Details

Commitments and Contingencies (Details) $ in Millions	1 Months Ended		3 Months Ended	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Apr. 30, 2024 USD ($)	Apr. 30, 2012 claimant defendant	Sep. 30, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Pre-Con-way acquisition environmental matter				$ 35.0	$ 0.0	$ 0.0
Insurance Contribution Litigation
Loss Contingencies [Line Items]
Number of insurance companies \| claimant		18
Number of defendant insurers \| defendant		3
Pre-Con-way acquisition environmental matter			$ 35.0
California Environmental Matters
Loss Contingencies [Line Items]
Settlement amount awarded to other party	$ 7.9

- Definition

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

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+ Details

Intangible Assets

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets


	December 31, 2025				December 31, 2024
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	825	$	574	$	795	$	497

Favorable leases	65		5		65		3
Total	$	891	$	580	$	860	$	499

We did not recognize any impairment of our identified intangible assets in 2025, 2024 and 2023.

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


(In millions)	2026		2027		2028		2029		2030		Thereafter
Estimated amortization expense	$	59	$	59	$	46	$	36	$	36	$	75

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

Intangible asset amortization expense was $58 million, $57 million and $54 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Significant Accounting Policies - Summary of Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 50	$ 45	$ 43
Provision charged to expense	26	21	33
Write-offs, less recoveries, and other adjustments	(37)	(16)	(31)
Ending balance	$ 40	$ 50	$ 45

Debt - Term Loan Facility (Details)	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Debt - Term Loan Facility (Details)	Feb. 28, 2025 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt		$ (5,000,000)		$ (6,000,000)	$ 0	$ (25,000,000)
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-2 Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 700,000,000
Repayments of debt			$ 115,000,000
Annual effective interest rate			5.40%	5.40%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-2 Facility \| ABR Loans
Debt Instrument [Line Items]
Interest spread	0.75%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-2 Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest spread	1.75%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-3 Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 400,000,000
Annual effective interest rate			5.40%	5.40%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-3 Facility \| ABR Loans
Debt Instrument [Line Items]
Interest spread	0.75%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan B-3 Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest spread	1.75%
Senior Secured Term Loan Credit Agreement \| Refinancing Term Loan Facilities
Debt Instrument [Line Items]
Basis spread on variable rate, decrease	0.25%
Required leverage ratio (less than or equal to)	1.21

Debt - Schedule of Debt Maturity (Details) $ in Millions	Dec. 31, 2025 USD ($)
Debt Disclosure [Abstract]
2026	$ 0
2027	0
2028	1,415
2029	0
2030	0
Thereafter	$ 1,735

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of Selected Financial Data for Each Reportable Segment

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:


	Year Ended December 31, 2025
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,832	$	3,324	$	—	$	8,157
Salaries, wages and employee benefits	2,520		888		15		3,424
Purchased transportation	123		1,539		—		1,662
Fuel, operating expenses and supplies	885		686		1		1,571
Operating taxes and licenses	67		17		—		83
Insurance and claims	111		55		1		167
Gains on sales of property and equipment	(9)		(8)		—		(17)
Pension (income) expense	(6)		1		—		(6)
Other (income) expense	—		1		(1)		—
Adjusted EBITDA	$	1,142	$	147	$	(16)	$	1,272


	Year Ended December 31, 2024
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,899	$	3,173	$	—	$	8,072
Salaries, wages and employee benefits	2,515		846		16		3,377
Purchased transportation	248		1,454		—		1,701
Fuel, operating expenses and supplies	928		661		—		1,589
Operating taxes and licenses	65		15		—		80
Insurance and claims	80		51		3		134
Gains on sales of property and equipment	(27)		(14)		—		(40)
Pension (income) expense	(25)		1		—		(25)
Other (income) expense	—		1		(12)		(12)
Adjusted EBITDA	$	1,115	$	158	$	(7)	$	1,266


	Year Ended December 31, 2023
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,671	$	3,073	$	—	$	7,744
Salaries, wages and employee benefits	2,346		795		18		3,159
Purchased transportation	366		1,394		—		1,760
Fuel, operating expenses and supplies	956		661		6		1,623
Operating taxes and licenses	48		12		—		60
Insurance and claims	102		59		6		167
(Gains) losses on sales of property and equipment	8		(13)		—		(5)
Pension (income) expense	(17)		—		—		(17)
Other (income) expense	(2)		2		1		1
Adjusted EBITDA	$	864	$	163	$	(31)	$	996

(1) Primarily represents unallocated corporate costs, as well as investment income of approximately $13 million within Other (income) expense in 2024.

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated income from continuing operations:


	Years Ended December 31,
(in millions)	2025		2024		2023
Adjusted EBITDA
North American LTL	$	1,142	$	1,115	$	864
European Transportation	147		158		163
Corporate	(16)		(7)		(31)
Total Adjusted EBITDA	1,272		1,266		996
Less:
Debt extinguishment loss	6		—		25
Interest expense	219		223		168
Income tax provision	121		86		68
Depreciation and amortization expense	521		490		432
Pre-Con-way acquisition environmental matter (1)	35		—		—
Legal matters (2)	(13)		—		8
Transaction and integration costs	8		53		58
Restructuring costs	59		27		44
Other	—		—		1
Income from continuing operations	$	316	$	387	$	192

(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015.

The following table presents depreciation and amortization expense by segment:


	Years Ended December 31,
(in millions)	2025		2024		2023
Depreciation and amortization expense
North American LTL	$	381	$	346	$	291
European Transportation	136		140		136
Corporate	4		4		5
Total	$	521	$	490	$	432

Debt - Senior Debentures (Details) - 6.70% senior debentures due 2034 - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2015
Debt Instrument [Line Items]
Interest rate, stated percentage	6.70%	6.70%
Debt acquired in an acquisition		$ 300
Annual effective interest rate		10.96%

- Definition

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

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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-term Debt


	December 31, 2025				December 31, 2024
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	985	$	978	$	1,100	$	1,089




6.25% senior secured notes due 2028	830		825		830		823
7.125% senior notes due 2031	450		446		450		445
7.125% senior notes due 2032	585		577		585		576
6.70% senior debentures due 2034	300		230		300		225

Finance leases, asset financing and other	257		257		228		228
Total debt	3,407		3,313		3,493		3,387
Short-term borrowings and current maturities of long-term debt	60		60		62		62
Long-term debt	$	3,347	$	3,253	$	3,431	$	3,325

Schedule of Fair Value of Debt

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2025	$	285	$	285	$	285
December 31, 2024	205		205		205

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


(In millions)	Fair Value		Level 1		Level 2
December 31, 2025	$	3,499	$	2,254	$	1,246
December 31, 2024	3,541		2,223		1,318

Schedule of Maturities of Long-term Debt

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


(In millions)	2026		2027		2028		2029		2030		Thereafter
Principal payments on debt	$	—	$	—	$	1,415	$	—	$	—	$	1,735

- 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

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-Paragraph 1
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Consolidated Statements of Comprehensive Income - (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Foreign currency translation (loss) gain, tax	$ 19	$ (9)	$ 12
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect	0	0	1
Defined benefit plans adjustment, tax	$ (6)	$ 5	$ 9

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, 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	189			189
Other comprehensive income (loss)	5				5
Exercise and vesting of stock compensation awards (in shares)		638
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	$ (20)		(20)
Retirement of common stock (in shares)	0
Stock compensation expense	$ 78		78
Other	2		2
Balance at end of period (in shares) at Dec. 31, 2023		116,073
Balance at end of period at Dec. 31, 2023	1,266	$ 0	1,298	185	(217)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	387			387
Other comprehensive income (loss)	(29)				(29)
Exercise and vesting of stock compensation awards (in shares)		1,101
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	$ (110)		(110)
Retirement of common stock (in shares)	0
Stock compensation expense	$ 87		87
Balance at end of period (in shares) at Dec. 31, 2024		117,174
Balance at end of period at Dec. 31, 2024	1,601	$ 0	1,274	572	(246)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	316			316
Other comprehensive income (loss)	59				59
Exercise and vesting of stock compensation awards (in shares)		734
Exercise and vesting of stock compensation awards	0
Tax withholdings related to vesting of stock compensation awards	$ (70)		(70)
Retirement of common stock (in shares)	(954)	(954)
Retirement of common stock	$ (125)		(125)
Stock compensation expense	77		77
Other	4		4
Balance at end of period (in shares) at Dec. 31, 2025		116,954
Balance at end of period at Dec. 31, 2025	$ 1,861	$ 0	$ 1,160	$ 888	$ (187)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended			36 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2026
Amount
U.S. federal statutory tax rate	$ 92	$ 99	$ 54
Domestic state and local taxes, net of federal effect	11	11	7
Global intangible low-taxed income	0	9	0
Other effect of cross-border tax laws	1	0	(2)
Non-deductible compensation	11	15	13
Other nontaxable or nondeductible items	1	0	1
Changes in Unrecognized Tax Benefits	0	0	(3)
Foreign Tax Credits	(6)	(3)	0
Other tax credits	(2)	(2)	(2)
Stock-based compensation	(5)	(6)	0
Benefit from legal entity reorganization	0	(50)	0
Total income tax provision	$ 121	$ 86	$ 68
Percent
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
Domestic state and local taxes, net of federal effect	2.50%	2.30%	2.70%
Global intangible low-taxed income	0.00%	1.80%	(0.10%)
Other effect of cross-border tax laws	0.20%	0.00%	(0.60%)
Non-deductible compensation	2.60%	3.10%	5.00%
Other nontaxable or nondeductible items	0.10%	0.10%	0.20%
Changes in Unrecognized Tax Benefits	0.00%	0.10%	(1.10%)
Foreign Tax Credits	(1.40%)	(0.50%)	0.00%
Other tax credits	(0.50%)	(0.30%)	(0.70%)
Stock-based compensation	(1.10%)	(1.20%)	(0.20%)
Benefit from legal entity reorganization	0.00%	(10.50%)	0.00%
Effective tax rate	27.80%	18.10%	26.00%
European Transportation Business Reorganization
Amount
Domestic state and local taxes, net of federal effect		$ (3)
Other adjustments		(50)
Other foreign jurisdictions		5
Benefit from legal entity reorganization		(41)
Percent
Tax effect of cross-border laws		9
Tax effect of tax credits		2
Proceeds from income tax refunds	$ 49
Income taxes paid		7
Income taxes receivable	3
European Transportation Business Reorganization \| Forecast
Percent
Proceeds from income tax refunds				$ 45
France
Amount
Changes in valuation allowances	4	7	$ 1
Other adjustments	$ 3	$ 4	$ 2
Percent
Changes in valuation allowances	1.00%	1.40%	0.20%
Other adjustments	0.70%	0.80%	0.70%
Spain
Amount
Changes in valuation allowances	$ 8	$ 0	$ 0
Other adjustments	(2)	(2)	(1)
Other foreign jurisdictions	$ 3	$ 3	$ (1)
Percent
Changes in valuation allowances	1.80%	0.00%	0.00%
Other adjustments	(0.40%)	(0.40%)	(0.30%)
Other foreign jurisdictions	0.60%	0.60%	(0.30%)
United States
Amount
Other adjustments	$ 2	$ 0	$ (1)
Percent
Other adjustments	0.50%	(0.10%)	(0.60%)

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 310	$ 246
Accounts receivable, net of allowances of $40 and $50, respectively	1,035	977
Other current assets	285	283
Total current assets	1,630	1,505
Long-term assets
Property and equipment, net of $2,360 and $2,019 in accumulated depreciation, respectively	3,664	3,402
Operating lease assets	777	727
Goodwill	1,547	1,461
Identifiable intangible assets, net of $580 and $499 in accumulated amortization, respectively	311	361
Other long-term assets	265	254
Total long-term assets	6,564	6,206
Total assets	8,194	7,712
Current liabilities
Accounts payable	455	477
Accrued expenses	760	708
Short-term borrowings and current maturities of long-term debt	60	62
Short-term operating lease liabilities	166	127
Other current liabilities	113	46
Total current liabilities	1,555	1,420
Long-term liabilities
Long-term debt	3,253	3,325
Deferred tax liability	482	393
Employee benefit obligations	86	85
Long-term operating lease liabilities	611	603
Other long-term liabilities	345	283
Total long-term liabilities	4,778	4,690
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of December 31, 2025 and 2024, respectively	0	0
Additional paid-in capital	1,160	1,274
Retained earnings	888	572
Accumulated other comprehensive loss	(187)	(246)
Total equity	1,861	1,601
Total liabilities and equity	$ 8,194	$ 7,712

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$ 63	$ 33
Accrued expenses	49	75
Other	44	24
Total deferred tax asset	156	132
Valuation allowance	(54)	(26)
Total deferred tax asset, net	102	106
Deferred tax liability
Intangible assets	(79)	(80)
Property and equipment	(454)	(384)
Pension and other retirement obligations	(7)	0
Other	(31)	(25)
Total deferred tax liability	(571)	(489)
Other long-term assets	12	11
Deferred tax liability	(482)	(393)
Net deferred tax liability	$ (470)	$ (382)

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 247	$ 216	$ 201
Operating cash flows for finance leases	8	8	6
Financing cash flows for finance leases	63	72	68
Leased assets obtained in exchange for new lease obligations:
Operating leases	220	207	118
Finance leases	$ 80	$ 47	$ 94

Employee Benefit Plans

12 Months Ended

Dec. 31, 2025

Retirement Benefits [Abstract]

Employee Benefit Plans

Defined Benefit Pension Plans

We sponsor both funded and unfunded defined benefit pension plans for some employees in the U.S. These pension plans include qualified plans that are eligible for beneficial treatment under the Internal Revenue Code and non-qualified plans that provide additional benefits for employees who are impacted by limitations on compensation eligible for benefits available under the qualified plans. We also maintain a defined benefit pension plan for one of our foreign subsidiaries that is excluded from the disclosures below due to immateriality.

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

Funded Status of Defined Benefit Pension Plans

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


(In millions)	2025		2024
Projected benefit obligation at beginning of year	$	1,338	$	1,466
Interest cost	68		72
Plan amendment	—		(3)
Actuarial (gain) loss	27		(59)
Benefits paid	(104)		(137)

Projected benefit obligation at end of year	$	1,329	$	1,338

The actuarial loss in 2025 was a result of assumption changes, including a decrease in the discount rate and other assumptions for plan participants. The actuarial gain in 2024 was a result of assumption changes, including an increase in the discount rate and other assumptions for plan participants.

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


(In millions)	2025		2024
Fair value of plan assets at beginning of year	$	1,392	$	1,507
Actual return on plan assets	130		17
Employer contributions to non-qualified plans	5		5
Benefits paid	(104)		(137)

Fair value of plan assets at end of year	$	1,423	$	1,392

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


(In millions)	2025		2024
Funded status at end of year	$	93	$	54
Amount recognized in balance sheet:
Long-term assets	$	142	$	104
Current liabilities	(5)		(5)
Long-term liabilities	(44)		(45)
Net pension asset recognized	$	93	$	54
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)	$	49	$	50

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

The funded status of our qualified plans and non-qualified plans was $142 million and $(49) million, respectively, as of December 31, 2025.

The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $167 million and $195 million as of December 31, 2025 and 2024, respectively.

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


(In millions)	2025		2024		2023
Net periodic benefit income:
Interest cost	$	68	$	72	$	74
Expected return on plan assets	(77)		(98)		(92)
Amortization of actuarial loss	3		1		—


Net periodic benefit income	$	(6)	$	(25)	$	(18)
Amounts recognized in Other comprehensive income (loss):
Actuarial loss (gain)	$	(26)	$	23	$	32
Prior-service cost	—		(3)		—
Amortization of actuarial loss	(3)		(1)		—

Loss (gain) recognized in Other comprehensive income (loss)	$	(28)	$	19	$	32

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


	Qualified Plans					Non-Qualified Plans
	2025		2024		2023	2025	2024	2023
Discount rate - net periodic benefit costs	5.33	%	5.08	%	5.36%	4.99% - 5.25%	5.02% - 5.05%	5.26% - 5.33%
Discount rate - benefit obligations	5.40	%	5.63	%	5.15%	4.60% - 5.20%	5.21% - 5.55%	4.98% - 5.12%
Expected long-term rate of return on plan assets	5.75	%	6.75	%	6.40%

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

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


(In millions)	2026		2027		2028		2029		2030		2031-2035
Expected benefit payments	$	110	$	109	$	109	$	108	$	107	$	511

Plan Assets

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

Our current investment strategy is to achieve an investment mix of approximately 95% in fixed income securities and 5% of investments in equity securities. The fixed income allocation consists primarily of domestic fixed income securities and targets to hedge approximately 100% of projected liabilities. The target allocations for equity securities includes approximately 60% in U.S. equities and approximately 40% in non-U.S. equities. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts and commingled investment funds. Generally, our investment strategy does not include an allocation to cash and cash equivalents, but a cash allocation may arise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. We periodically evaluate our defined benefit plans’ asset portfolios for significant concentrations of risk. Types of investment concentration risks that are evaluated include concentrations in a single issuer, specific security, asset class, credit rating, duration, industry/sector, currency, foreign country or individual fund manager. As of December 31, 2025, our defined benefit plan assets had no significant concentrations of risk.

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

The assumption of 5.75% for the overall expected long-term rate of return on plan assets in 2025 was developed using asset allocation and return expectations. The return expectations are created using long-term historical and expected returns for the various asset classes and current market expectations for inflation, interest rates and economic growth.



(Dollars in millions)	Level 1		Level 2		Not Subject to Leveling (1)		Total		Percentage of Plan Assets
December 31, 2025

Cash and cash equivalents	$	28	$	—	$	—	$	28	2.0	%
Equity:
U.S.	—		43		—		43		3.0	%

International	—		31		—		31		2.2	%

Fixed income securities	243		943		119		1,305		91.7	%
Derivatives	—		16		—		16		1.1	%
Total plan assets	$	271	$	1,033	$	119	$	1,423	100.0	%
December 31, 2024

Cash and cash equivalents	$	20	$	—	$	—	$	20	1.4	%
Equity:
U.S. large companies	—		56		—		56		4.0	%
U.S. small companies	—		14		—		14		1.0	%
International	20		27		7		54		3.9	%

Fixed income securities	279		956		6		1,241		89.1	%
Derivatives	—		8		—		8		0.6	%
Total plan assets	$	319	$	1,059	$	14	$	1,392	100.0	%

For the periods ended December 31, 2025 and 2024, we had no investments held in the pension plans within Level 3 of the fair value hierarchy. Our common stock was not a plan asset as of December 31, 2025 or 2024. The non-qualified plans are unfunded.

Funding

Our funding practice is to evaluate our tax and cash position, and the funded status of our plans, in determining our planned contributions. We estimate that we will contribute $5 million to our non-qualified plans in 2026 but this could change based on variations in interest rates, asset returns and other factors.

Defined Contribution Retirement Plans

Our costs for defined contribution retirement plans were $59 million, $58 million and $55 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Postretirement Medical Plan

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

Funded Status of Postretirement Medical Plan

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


	As of December 31,
(In millions)	2025			2024
Projected benefit obligation at beginning of year	$	26		$	28
Interest cost on projected benefit obligation	1			1
Actuarial gain	—			(1)
Participant contributions	1			1
Benefits paid	(3)			(3)
Projected and accumulated benefit obligation at end of year	$	24		$	26
Funded status of the plan	$	(24)		$	(26)
Amounts recognized in the balance sheet consist of:
Current liabilities	$	(3)		$	(3)
Long-term liabilities	(22)			(23)
Net amount recognized	$	(24)		$	(26)
Discount rate assumption as of December 31	5.22		%	5.54		%

The amount included in AOCI that has not yet been recognized in net periodic benefit income (expense) was $5 million and the net periodic benefit expense was less than $1 million for the Postretirement Plan for the year ended December 31, 2025. The amount included in AOCI that has not yet been recognized in net periodic benefit income (expense) was $7 million and the net periodic benefit expense was less than $1 million for the Postretirement Plan for the year ended December 31, 2024. The discount rates assumptions used to calculate the interest cost were 5.23% - 5.64%, 5.04% - 5.10% and 5.32% - 5.41% for the years ended December 31, 2025, 2024 and 2023, respectively.


(In millions)	2026		2027		2028		2029		2030		2031-2035
Expected benefit payments	$	3	$	3	$	3	$	2	$	2	$	10

Significant Accounting Policies - Summary of Property and Equipment (Details)	Dec. 31, 2025
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Vehicles, tractors and trailers \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles, tractors and trailers \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	14 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Computer software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year
Computer software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Definite-lived intangibles
Gross Carrying Amount	$ 891	$ 860
Accumulated Amortization	580	499
Customer relationships
Definite-lived intangibles
Gross Carrying Amount	825	795
Accumulated Amortization	574	497
Favorable leases
Definite-lived intangibles
Gross Carrying Amount	65	65
Accumulated Amortization	$ 5	$ 3

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

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


	Years Ended December 31,
(In millions)	2025		2024		2023
U.S.	$	456	$	486	$	286
Foreign	(19)		(13)		(26)
Income from continuing operations before income tax provision	$	437	$	473	$	260

The income tax provision is comprised of the following:


	Years Ended December 31,
(In millions)	2025		2024		2023
Current:
U.S. Federal	$	2	$	8	$	25
State	4		6		6
Foreign	17		15		6
Total current income tax provision (benefit)	$	22	$	29	$	37
Deferred:
U.S. Federal	$	94	$	56	$	38
State	10		7		3
Foreign	(5)		(6)		(10)
Total deferred income tax provision	$	99	$	57	$	31
Total:
U.S. Federal	$	96	$	64	$	63
State	14		13		9
Foreign	11		9		(4)
Total income tax provision	$	121	$	86	$	68

The effective tax rate reconciliations were as follows:


	Years Ended December 31,
(Dollars in millions)	2025				2024				2023
US federal statutory income tax rate	$	92	21.0	%	$	99	21.0	%	$	54	21.0	%
Domestic state and local taxes, net of federal effect (1)	11		2.5		11		2.3		7		2.7
Foreign Tax Effects
France
Changes in valuation allowances	4		1.0		7		1.4		1		0.2
Other	3		0.7		4		0.8		2		0.7
Spain
Changes in valuation allowances	8		1.8		—		—		—		—
Other	(2)		(0.4)		(2)		(0.4)		(1)		(0.3)
Other foreign jurisdictions	3		0.6		3		0.6		(1)		(0.3)
Effect of Cross-Border Tax Laws
Global intangible low-taxed income	—		—		9		1.8		—		(0.1)
Other	1		0.2		—		—		(2)		(0.6)
Nontaxable or Nondeductible Items
Non-deductible compensation	11		2.6		15		3.1		13		5.0
Other	1		0.1		—		0.1		1		0.2
Changes in Unrecognized Tax Benefits	—		—		—		0.1		(3)		(1.1)
Tax Credits
Foreign Tax Credits	(6)		(1.4)		(3)		(0.5)		—		—
Other	(2)		(0.5)		(2)		(0.3)		(2)		(0.7)
Other Adjustments
Stock-based compensation	(5)		(1.1)		(6)		(1.2)		—		(0.2)
Benefit from legal entity reorganization (2)	—		—		(50)		(10.5)		—		—
Other adjustments	2		0.5		—		(0.1)		(1)		(0.6)
Effective tax rate	$	121	27.8	%	$	86	18.1	%	$	68	26.0	%

(1) State taxes in California, Wisconsin, Massachusetts, Illinois, Michigan, and Georgia made up the majority (greater than 50%) of the tax effect in this category.

Components of the Net Deferred Tax Asset or Liability

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


	Years Ended December 31,
(In millions)	2025		2024
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	63	$	33
Accrued expenses	49		75
Other	44		24
Total deferred tax asset	156		132
Valuation allowance	(54)		(26)
Total deferred tax asset, net	102		106
Deferred tax liability
Intangible assets	(79)		(80)
Property and equipment	(454)		(384)
Pension and other retirement obligations	(7)		—
Other	(31)		(25)
Total deferred tax liability	(571)		(489)
Net deferred tax liability	$	(470)	$	(382)

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


	December 31,
(In millions)	2025		2024
Other long-term assets	$	12	$	11
Deferred tax liability	(482)		(393)
Net deferred tax liability	$	(470)	$	(382)

Operating Loss and Tax Credit Carryforwards

Our operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date	2025		2024


Tax effect (before federal benefit) of state net operating losses	Various times starting in 2026 (1)	$	6	$	5
Federal tax credit carryforwards	Various times starting in 2033	2		—
State tax credit carryforward	Various times starting in 2026 (1)	1		1
Foreign net operating losses available to offset future taxable income	Various times starting in 2026 (1)	211		109

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

Valuation Allowance

We established a valuation allowance for some of our deferred tax assets as it is more likely than not that these assets will not be realized in the foreseeable future. We concluded that the remaining deferred tax assets will more

likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.

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


(In millions)	Beginning Balance		Additions		Reductions		Ending Balance
Year Ended December 31, 2025	$	26	$	29	$	(1)	$	54
Year Ended December 31, 2024	18		9		(1)		26
Year Ended December 31, 2023	35		1		(18)		18

Unrecognized Tax Benefits

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


	Years Ended December 31,
(In millions)	2025		2024		2023
Beginning balance	$	3	$	4	$	6

Additions for tax positions of prior years	—		—		2

Settlements with tax authorities	—		(1)		—
Reductions due to the statute of limitations	—		—		(4)

Ending balance	$	3	$	3	$	4
Interest and penalties	3		2		2
Gross unrecognized tax benefits	$	6	$	5	$	6
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	6	$	5	$	6

We are subject to taxation in the United States and various state and foreign jurisdictions. As of December 31, 2025, we have three tax years under examination by the IRS. We have various U.S. state and local examinations and non-U.S. examinations in process. The U.S. federal tax returns after 2021, state and local returns after 2018, and non-U.S. returns after 2016 are open under relevant statutes of limitations and are subject to audit.

Cash Paid (Received) for Income Taxes

Cash paid (received) for income taxes is comprised of the following:


	Years Ended December 31,
(In millions)	2025		2024		2023
U.S. Federal	$	(28)	$	65	$	21
U.S. State and Local	9		13		4
Foreign
United Kingdom	5		6		3
Canada	4		*		3
France	2		*		*
Other	5		6		3
Total Foreign	15		12		10
Total cash paid (received) for income taxes, net of refunds	$	(4)	$	90	$	34

*Jurisdiction below the threshold for separate disclosure for the period presented. Cash paid (received) included in Other.

In July 2025, the One Big Beautiful Bill Act was signed into law. The legislation includes modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and business interest expense limitations. We recognized the effects of the legislation in 2025 for the provisions currently enacted, which increased our deferred tax liability and reduced our federal income tax liability and related tax payments for 2025. We anticipate similar impacts in future years with no significant impact on our annual effective tax rate.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property and equipment	$ 6,024	$ 5,422
Less: accumulated depreciation and amortization	(2,360)	(2,019)
Total property and equipment, net	3,664	3,402
Net book value of capitalized internally-developed software included in property and equipment, net	100	112
Land
Property, Plant and Equipment [Line Items]
Property and equipment	920	879
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	1,017	874
Vehicles, tractors and trailers
Property, Plant and Equipment [Line Items]
Property and equipment	3,033	2,746
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	330	291
Computer software and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 724	$ 633

Goodwill - Narrative (Details) - USD ($)	12 Months Ended
Goodwill - Narrative (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0	$ 0

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions	Dec. 31, 2025 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2026	$ 59
2027	59
2028	46
2029	36
2030	36
Thereafter	$ 75

Significant Accounting Policies - Narrative (Details)	1 Months Ended	12 Months Ended
Significant Accounting Policies - Narrative (Details)	Jan. 31, 2025 new_service_center	Dec. 31, 2025 USD ($) reporting_unit	Dec. 31, 2024 USD ($) reporting_unit	Dec. 31, 2023 USD ($) reporting_unit	Dec. 31, 2025 EUR (€)
Noncontrolling Interest [Line Items]
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other long-term assets	Other long-term assets	Other long-term assets	Other long-term assets
Restricted cash, noncurrent		$ 20,000,000	$ 53,000,000	$ 7,000,000
Number of new service centers purchased \| new_service_center	4
Number of reporting units \| reporting_unit				5
Goodwill impairment		0	0	$ 0
Income taxes receivable		53,000,000	77,000,000
Equity investments		0	0
Gain (loss) on equity investments		$ 0	$ 13,000,000
Customer relationships \| Minimum
Noncontrolling Interest [Line Items]
Estimated useful life		14 years			14 years
Customer relationships \| Maximum
Noncontrolling Interest [Line Items]
Estimated useful life		25 years			25 years
With Step-Zero Qualitative Analysis
Noncontrolling Interest [Line Items]
Number of reporting units \| reporting_unit		4	2
Goodwill impairment		$ 0	$ 0
With Income And Market Approaches Qualitative Analysis
Noncontrolling Interest [Line Items]
Number of reporting units \| reporting_unit			3
Goodwill impairment			$ 0
XPO Collections Designated Activity Company Limited \| Trade Receivables Securitization Program Two \| Affiliated Entity
Noncontrolling Interest [Line Items]
Maximum borrowing capacity		$ 235,000,000			€ 200,000,000
Weighted average interest rate		3.90%			3.90%
North American LTL
Noncontrolling Interest [Line Items]
Restricted cash, noncurrent			47,000,000
Proceeds from sale of real estate			$ 47,000,000

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
Revenue Recognition (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 8,157	$ 8,072	$ 7,744
United States
Disaggregation of Revenue [Line Items]
Revenue	4,726	4,792	4,572
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	106	107	99
France
Disaggregation of Revenue [Line Items]
Revenue	1,305	1,277	1,291
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	1,142	1,023	905
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	877	873	877
Operating Segments \| North American LTL
Disaggregation of Revenue [Line Items]
Revenue	4,832	4,899	4,671
Operating Segments \| North American LTL \| United States
Disaggregation of Revenue [Line Items]
Revenue	4,726	4,792	4,572
Operating Segments \| North American LTL \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	106	107	99
Operating Segments \| North American LTL \| France
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Operating Segments \| North American LTL \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Operating Segments \| North American LTL \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Operating Segments \| European Transportation
Disaggregation of Revenue [Line Items]
Revenue	3,324	3,173	3,073
Operating Segments \| European Transportation \| United States
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Operating Segments \| European Transportation \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Operating Segments \| European Transportation \| France
Disaggregation of Revenue [Line Items]
Revenue	1,305	1,277	1,291
Operating Segments \| European Transportation \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	1,142	1,023	905
Operating Segments \| European Transportation \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	$ 877	$ 873	$ 877

Restructuring Charges - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating Segments \| North American LTL
Restructuring Cost and Reserve [Line Items]
Charges Incurred	$ 1	$ 4
Operating Segments \| European Transportation
Restructuring Cost and Reserve [Line Items]
Charges Incurred	6	1
Corporate
Restructuring Cost and Reserve [Line Items]
Charges Incurred	$ 16	$ 1

- Definition

Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.

+ References + Details

- 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

Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Significant Accounting Policies

Revenue Recognition

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

Performance Obligations

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

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

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

Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.

Contract Costs

We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Salaries, wages and employee benefits on our Consolidated Statements of Income.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, 2025, 2024 and 2023, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $20 million, $53 million and $7 million, respectively. Our restricted cash balance as of December 31, 2024 included approximately $47 million of proceeds received from the sale of a service center in our North American LTL segment in December 2024 that was used to purchase four new service centers in January 2025 that were previously leased.

Accounts Receivable and Allowance for Credit Losses

We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We write off accounts receivable balances once the receivables are no longer deemed collectible.

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


	Years Ended December 31,
(In millions)	2025		2024		2023
Beginning balance	$	50	$	45	$	43
Provision charged to expense	26		21		33
Write-offs, less recoveries, and other adjustments	(37)		(16)		(31)

Ending balance	$	40	$	50	$	45

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program 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.

Under the trade receivables securitization program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries to unaffiliated entities. The program contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. In January 2026, the program was amended to extend the maturity date through March 2029.

We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Consolidated Balance Sheets at the date of transfer.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $235 million as of December 31, 2025). As of December 31, 2025, the maximum amount available under the program was utilized. The weighted average interest rate was 3.90% as of December 31, 2025.

Information related to the trade receivables sold was as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Securitization programs
Receivables sold in period	$	1,881	$	1,762	$	1,815
Cash consideration	1,881		1,762		1,815


Factoring programs
Receivables sold in period	70		79		103
Cash consideration	67		78		103

Property and Equipment

We generally record property and equipment at cost, or in the case of property and equipment acquired in a business combination, at fair value at the date of acquisition.

Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internal-use technology.

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


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, tractors and trailers						3 to 14 years

Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 5 years

Leases

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

We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments not based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 7—Leases.

Asset Retirement Obligations

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

Goodwill

We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually as of August 31, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management.

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

For our 2025 annual goodwill assessment, we performed a step-zero qualitative analysis for four of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other reporting unit, we performed a quantitative analysis using a combination of income and market approaches. The fair value of the reporting unit exceeded its carrying value, resulting in no impairment of goodwill.

For our 2024 annual goodwill assessment, we performed a step-zero qualitative analysis for two of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other three reporting units, we performed a quantitative analysis using a combination of income and market approaches. All reporting units had fair values in excess of their carrying values, resulting in no impairment of goodwill.

For our 2023 annual goodwill assessment, we performed a step-zero qualitative analysis for our five reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment.

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

Intangible Assets

Our intangible assets subject to amortization consist primarily of customer relationships and favorable leases.

We review long-lived assets to be held-and-used, including tangible assets and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for intangible assets at December 31, 2025 is 14 to 25 years.

Accrued Expenses

The components of accrued expenses as of December 31, 2025 and 2024 are as follows:


	As of December 31,
(In millions)	2025		2024
Accrued salaries and wages	$	244	$	273
Accrued transportation and facility charges	218		184
Accrued insurance claims	109		88
Accrued taxes	106		93
Other accrued expenses	83		70
Total accrued expenses	$	760	$	708

Self-Insurance

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

Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about

current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than our estimates.

Advertising Costs

Advertising costs are expensed as incurred.

Stockholders’ Equity

Shares purchased under our share repurchase program are retired upon settlement. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.

Accumulated Other Comprehensive Income (Loss)

The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2025 and 2024, are as follows:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans Liability		AOCI Attributable to XPO
As of December 31, 2023	$	(91)	$	(2)	$	(124)	$	(217)
Other comprehensive income (loss)	(7)		3		(16)		(20)
Amounts reclassified from AOCI	(9)		(1)		1		(9)
Net current period other comprehensive income (loss)	(16)		2		(15)		(29)

As of December 31, 2024	(107)		—		(139)		(246)
Other comprehensive income	49		1		18		68
Amounts reclassified from AOCI	(10)		(2)		3		(9)
Net current period other comprehensive income (loss)	39		(1)		21		59

As of December 31, 2025	$	(68)	$	(1)	$	(118)	$	(187)

Income Taxes

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

As of December 31, 2025 and 2024, our income tax receivable included in Other current assets on our Consolidated Balance Sheets was $53 million and $77 million, respectively.

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

Foreign Currency Translation and Transactions

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

We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income on our Consolidated Statements of Income.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:

•Level 1—Quoted prices for identical instruments in active markets;

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

•Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2025 and 2024 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.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2025	$	285	$	285	$	285
December 31, 2024	205		205		205

We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets. We have no equity investments as of December 31, 2025, and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Consolidated Balance Sheets, was not material. During the year ended December 31, 2024, we recognized a gain on equity investments of $13 million in Other income on our Consolidated Statements of Income, while there was no material gain on equity investments in 2025.

For information on the fair value hierarchy of our derivative instruments, financial liabilities and defined benefit pension plan assets, see Note 10—Derivative Instruments, Note 11—Debt and Note 12—Employee Benefit Plans, respectively.

Derivative Instruments

We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative

based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.

The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner.

Defined Benefit Pension Plans

We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions.

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

Stock-Based Compensation

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

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

Adoption of New Accounting Standard

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326).” In developing forecasts as part of estimating expected credit losses, the ASU allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. We early adopted this standard in the fourth quarter of 2025, and it did not have a material impact on our financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU modifies income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements. We adopted this standard on a

retrospective basis for the 2025 annual period. The impact is limited to financial statement disclosures. See Note 15 —Income Taxes.

Accounting Pronouncements Issued but Not Yet Effective

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029. Early adoption is permitted. We are currently evaluating the impact of the new standard.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for annual and interim periods beginning in 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Operating leases:
Operating lease assets	$ 777	$ 727
Short-term operating lease liabilities	166	127
Operating lease liabilities	611	603
Total operating lease liabilities	777	730
Finance leases:
Property and equipment, gross	471	408
Accumulated depreciation	(235)	(205)
Property and equipment, net	236	203
Short-term borrowings and current maturities of long-term debt	54	52
Long-term debt	195	158
Total finance lease liabilities	$ 248	$ 210
Weighted-average remaining lease term:
Operating leases	6 years	7 years
Finance leases	7 years	8 years
Weighted-average discount rate:
Operating leases	5.46%	5.47%
Finance leases	3.88%	3.69%
Finance lease, right-of-use asset, statement of financial position [extensible enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Finance lease, liability, current, statement of financial position [extensible enumeration]	Short-term borrowings and current maturities of long-term debt	Short-term borrowings and current maturities of long-term debt
Finance lease, liability, statement of financial position [extensible enumeration]	Long-term debt	Long-term debt

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Leases

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

The components of our lease expense were as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Operating lease cost	$	225	$	213	$	199
Short-term lease cost	38		39		47
Variable lease cost	25		33		27
Total operating lease cost	$	288	$	285	$	273
Finance lease cost:
Amortization of leased assets	$	60	$	61	$	59
Interest on lease liabilities	8		8		6
Total finance lease cost	$	68	$	69	$	65
Total lease cost	$	356	$	354	$	338

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2025			2024
Operating leases:
Operating lease assets	$	777		$	727

Short-term operating lease liabilities	$	166		$	127
Operating lease liabilities	611			603
Total operating lease liabilities	$	777		$	730
Finance leases:
Property and equipment, gross	$	471		$	408
Accumulated depreciation	(235)			(205)
Property and equipment, net	$	236		$	203

Short-term borrowings and current maturities of long-term debt	$	54		$	52
Long-term debt	195			158
Total finance lease liabilities	$	248		$	210
Weighted-average remaining lease term:
Operating leases	6 years			7 years
Finance leases	7 years			8 years
Weighted-average discount rate:
Operating leases	5.46		%	5.47		%
Finance leases	3.88		%	3.69		%

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	247	$	216	$	201
Operating cash flows for finance leases	8		8		6
Financing cash flows for finance leases	63		72		68
Leased assets obtained in exchange for new lease obligations:
Operating leases	220		207		118
Finance leases	80		47		94

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

Maturities of lease liabilities as of December 31, 2025 were as follows:


(In millions)	Finance Leases		Operating Leases
2026	$	62	$	204
2027	59		188
2028	46		145
2029	36		105
2030	28		78
Thereafter	63		220
Total lease payments	294		941
Less: interest	(45)		(163)
Present value of lease liabilities	$	248	$	777

As of December 31, 2025, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $75 million. These operating leases will commence in 2026 with initial lease terms of 4 years to 15 years.

Leases

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

The components of our lease expense were as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Operating lease cost	$	225	$	213	$	199
Short-term lease cost	38		39		47
Variable lease cost	25		33		27
Total operating lease cost	$	288	$	285	$	273
Finance lease cost:
Amortization of leased assets	$	60	$	61	$	59
Interest on lease liabilities	8		8		6
Total finance lease cost	$	68	$	69	$	65
Total lease cost	$	356	$	354	$	338

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2025			2024
Operating leases:
Operating lease assets	$	777		$	727

Short-term operating lease liabilities	$	166		$	127
Operating lease liabilities	611			603
Total operating lease liabilities	$	777		$	730
Finance leases:
Property and equipment, gross	$	471		$	408
Accumulated depreciation	(235)			(205)
Property and equipment, net	$	236		$	203

Short-term borrowings and current maturities of long-term debt	$	54		$	52
Long-term debt	195			158
Total finance lease liabilities	$	248		$	210
Weighted-average remaining lease term:
Operating leases	6 years			7 years
Finance leases	7 years			8 years
Weighted-average discount rate:
Operating leases	5.46		%	5.47		%
Finance leases	3.88		%	3.69		%

Supplemental cash flow information related to leases was as follows:


	Years Ended December 31,
(In millions)	2025		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	247	$	216	$	201
Operating cash flows for finance leases	8		8		6
Financing cash flows for finance leases	63		72		68
Leased assets obtained in exchange for new lease obligations:
Operating leases	220		207		118
Finance leases	80		47		94

Maturities of lease liabilities as of December 31, 2025 were as follows:


(In millions)	Finance Leases		Operating Leases
2026	$	62	$	204
2027	59		188
2028	46		145
2029	36		105
2030	28		78
Thereafter	63		220
Total lease payments	294		941
Less: interest	(45)		(163)
Present value of lease liabilities	$	248	$	777

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current:
U.S. Federal	$ 2	$ 8	$ 25
State	4	6	6
Foreign	17	15	6
Total current income tax provision (benefit)	22	29	37
Deferred:
U.S. Federal	94	56	38
State	10	7	3
Foreign	(5)	(6)	(10)
Total deferred income tax provision	99	57	31
Total:
U.S. Federal	96	64	63
State	14	13	9
Foreign	11	9	(4)
Total income tax provision	$ 121	$ 86	$ 68

Employee Benefit Plans - Change in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 1,338	$ 1,466
Interest cost	68	72	$ 74
Plan amendment	0	(3)
Actuarial (gain) loss	27	(59)
Benefits paid	(104)	(137)
Projected benefit obligation at end of year	1,329	1,338	1,466
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	1,392	1,507
Actual return on plan assets	130	17
Employer contributions to non-qualified plans	5	5
Benefits paid	(104)	(137)
Fair value of plan assets at end of year	$ 1,423	$ 1,392	$ 1,507

Debt - Senior Notes (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2023	May 31, 2023
7.125% senior notes due 2032
Debt Instrument [Line Items]
Interest rate, stated percentage	7.125%
7.125% senior notes due 2032 \| Senior Notes
Debt Instrument [Line Items]
Face amount		$ 585,000,000
Interest rate, stated percentage		7.125%
6.25% senior secured notes due 2028
Debt Instrument [Line Items]
Interest rate, stated percentage	6.25%
6.25% senior secured notes due 2028 \| Senior Notes
Debt Instrument [Line Items]
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% senior notes due 2031 \| Senior Notes
Debt Instrument [Line Items]
Face amount			$ 450,000,000
Interest rate, stated percentage			7.125%

- 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details