XPO, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page No. Report of Independent Registered Public Accounting Firm 50 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 53 Consolidated Statements of Income for the Years Ended December 31, 202 3 , 202 2 and 202 1 54 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 3 , 202 2 and 202 1 55 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1 56 Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 3 , 202 2 and 202 1 58 Notes to Consolidated Financial Statements 60 49 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors XPO, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of XPO, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 50 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. Liabilities for self-insured claims As discussed in Note 2 to the consolidated financial statements, the Company uses a combination of self-insurance programs and purchased insurance to provide for the costs of liability, vehicular, and workers’ compensation claims (self-insured claims). The Company records estimates of the undiscounted liability associated with claims incurred as of the balance sheet date, including estimates of claims incurred but not reported, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. These liabilities are recorded within accrued liabilities and other long-term liabilities as of December 31, 2023. We identified the assessment of the estimated liabilities for self-insured claims as a critical audit matter. The evaluation of the uncertainty in the amounts that will ultimately be paid to settle these claims required subjective auditor judgment. Assumptions that may affect the estimated liability of claims include the consideration of historical cost experience, severity factors, and judgments about current and expected levels of cost per claims that have uncertainty related to future occurrences or events and conditions. Additionally, the Company’s liabilities for self-insured claims included estimates for expenses of claims that have been incurred but have not been reported, and specialized skills were needed to evaluate the actuarial methods and assumptions used to make these estimates. 51 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance process. This included controls over the assumptions used in estimating the liabilities for self-insured claims. In addition, for a sample of claims, we compared the Company’s estimates of liabilities for individual self-insured claims to current available information, which included legal claims, incident and case reports, current and historical cost experience, or other evidence. We involved an actuarial professional with specialized skills and knowledge, who assisted in: • comparing the Company’s actuarial reserving methodologies with accepted actuarial methods and procedures • evaluating assumptions used in determining the liability, including expected level of cost per claim in relation to recent historical loss payment trends and demographic and severity factors • developing an independent expected range of liabilities, including liabilities for claims that have been incurred but have not been recorded, based on actuarial methodologies • comparing the Company’s recorded liability to the independently developed liability range. /s/ KPMG LLP We have served as the Company’s auditor since 2011. Stamford, Connecticut February 8, 2024 52 XPO, Inc. Consolidated Balance Sheets December 31, (In millions, except per share data) 2023 2022 ASSETS Current assets Cash and cash equivalents $ 412 $ 460 Accounts receivable, net of allowances of $ 45 and $ 43 , respectively 973 954 Other current assets 208 199 Current assets of discontinued operations — 17 Total current assets 1,593 1,630 Long-term assets Property and equipment, net of $ 1,853 and $ 1,679 in accumulated depreciation, respectively 3,075 1,832 Operating lease assets 708 719 Goodwill 1,498 1,472 Identifiable intangible assets, net of $ 452 and $ 392 in accumulated amortization, respectively 422 407 Other long-term assets 196 209 Total long-term assets 5,899 4,639 Total assets $ 7,492 $ 6,269 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 532 $ 521 Accrued expenses 775 774 Short-term borrowings and current maturities of long-term debt 69 59 Short-term operating lease liabilities 121 107 Other current liabilities 93 30 Current liabilities of discontinued operations — 16 Total current liabilities 1,590 1,507 Long-term liabilities Long-term debt 3,335 2,473 Deferred tax liability 337 319 Employee benefit obligations 91 93 Long-term operating lease liabilities 588 606 Other long-term liabilities 285 259 Total long-term liabilities 4,636 3,750 Stockholders’ equity Common stock, $ 0.001 par value; 300 shares authorized; 116 and 115 shares issued and outstanding as of December 31, 2023 and 2022, respectively — — Additional paid-in capital 1,298 1,238 Retained earnings (accumulated deficit) 185 ( 4 ) Accumulated other comprehensive loss ( 217 ) ( 222 ) Total equity 1,266 1,012 Total liabilities and equity $ 7,492 $ 6,269 See accompanying notes to consolidated financial statements. 53 XPO, Inc. Consolidated Statements of Income Years Ended December 31, (In millions, except per share data) 2023 2022 2021 Revenue $ 7,744 $ 7,718 $ 7,202 Salaries, wages and employee benefits 3,159 2,945 2,866 Purchased transportation 1,760 1,964 1,934 Fuel, operating expenses and supplies 1,623 1,687 1,492 Operating taxes and licenses 60 58 56 Insurance and claims 167 183 174 Gains on sales of property and equipment ( 5 ) ( 60 ) ( 72 ) Depreciation and amortization expense 432 392 385 Goodwill impairment — 64 — Litigation matter 8 — — Transaction and integration costs 58 58 36 Restructuring costs 44 50 19 Operating income 438 377 312 Other income ( 15 ) ( 55 ) ( 60 ) Debt extinguishment loss 25 39 54 Interest expense 168 135 211 Income from continuing operations before income tax provision 260 258 107 Income tax provision 68 74 11 Income from continuing operations 192 184 96 Income (loss) from discontinued operations, net of taxes ( 3 ) 482 245 Net income 189 666 341 Net income from discontinued operations attributable to noncontrolling interests — — ( 5 ) Net income attributable to XPO $ 189 $ 666 $ 336 Net income (loss) attributable to common shareholders Continuing operations $ 192 $ 184 $ 96 Discontinued operations ( 3 ) 482 240 Net income attributable to common shareholders $ 189 $ 666 $ 336 Earnings (loss) per share data Basic earnings per share from continuing operations $ 1.66 $ 1.60 $ 0.85 Basic earnings (loss) per share from discontinued operations ( 0.02 ) 4.19 2.14 Basic earnings per share attributable to common shareholders $ 1.64 $ 5.79 $ 2.99 Diluted earnings per share from continuing operations $ 1.62 $ 1.59 $ 0.83 Diluted earnings (loss) per share from discontinued operations ( 0.02 ) 4.17 2.10 Diluted earnings per share attributable to common shareholders $ 1.60 $ 5.76 $ 2.93 Weighted-average common shares outstanding Basic weighted-average common shares outstanding 116 115 112 Diluted weighted-average common shares outstanding 118 116 114 See accompanying notes to consolidated financial statements. 54 XPO, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, (In millions) 2023 2022 2021 Net income $ 189 $ 666 $ 341 Other comprehensive income (loss), net of tax Foreign currency translation gain (loss), net of tax effect of $ 12 , $( 15 ) and $ — $ 28 $ ( 69 ) $ ( 85 ) Unrealized loss on financial assets/liabilities designated as hedging instruments, net of tax effect of $ 1 , $( 1 ) and $ 1 — ( 2 ) ( 3 ) Defined benefit plans adjustment, net of tax effect of $ 9 , $ 21 and $( 11 ) ( 23 ) ( 69 ) 34 Other comprehensive income (loss) 5 ( 140 ) ( 54 ) Comprehensive income $ 194 $ 526 $ 287 Less: Comprehensive income attributable to noncontrolling interests — — 3 Comprehensive income attributable to XPO $ 194 $ 526 $ 284 See accompanying notes to consolidated financial statements. 55 XPO, Inc. Consolidated Statements of Cash Flows Years Ended December 31, (In millions) 2023 2022 2021 Cash flows from operating activities of continuing operations Net income $ 189 $ 666 $ 341 Income (loss) from discontinued operations, net of taxes ( 3 ) 482 245 Income from continuing operations 192 184 96 Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities Depreciation, amortization and net lease activity 432 392 385 Goodwill impairment — 64 — Stock compensation expense 78 77 31 Accretion of debt 11 16 18 Deferred tax expense 31 80 7 Gains on sales of property and equipment ( 5 ) ( 60 ) ( 72 ) Other 54 70 55 Changes in assets and liabilities Accounts receivable ( 46 ) ( 100 ) ( 171 ) Other assets ( 9 ) ( 3 ) 23 Accounts payable ( 48 ) 62 98 Accrued expenses and other liabilities 4 42 20 Net cash provided by operating activities from continuing operations 694 824 490 Cash flows from investing activities of continuing operations Payment for purchases of property and equipment ( 1,533 ) ( 521 ) ( 269 ) Proceeds from sale of property and equipment 29 88 131 Proceeds from settlement of cross currency swaps 2 29 — Other — — ( 3 ) Net cash used in investing activities from continuing operations ( 1,502 ) ( 404 ) ( 141 ) Cash flows from financing activities of continuing operations Proceeds from issuance of debt 2,962 — — Repayment of borrowings related to securitization program — — ( 24 ) Repurchase of debt ( 2,117 ) ( 1,068 ) ( 2,769 ) Proceeds from borrowings on ABL facility — 275 — Repayment of borrowings on ABL facility — ( 275 ) ( 200 ) Repayment of debt and finance leases ( 71 ) ( 61 ) ( 80 ) Payment of debt issuance costs ( 27 ) — ( 5 ) Issuance of common stock — — 384 Change in bank overdrafts 34 ( 20 ) — Payment for tax withholdings for restricted shares ( 19 ) ( 27 ) ( 28 ) Distribution from RXO and GXO spins, net — 312 794 Other ( 1 ) 3 ( 5 ) Net cash provided by (used in) financing activities from continuing operations 761 ( 861 ) ( 1,933 ) 56 XPO, Inc. Consolidated Statements of Cash Flows (continued) Years Ended December 31, (In millions) 2023 2022 2021 Cash flows from discontinued operations Operating activities of discontinued operations ( 12 ) 8 231 Investing activities of discontinued operations 3 649 ( 136 ) Financing activities of discontinued operations — ( 1 ) ( 301 ) Net cash provided by (used in) discontinued operations ( 9 ) 656 ( 206 ) Effect of exchange rates on cash, cash equivalents and restricted cash 5 ( 18 ) ( 2 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 51 ) 197 ( 1,792 ) Cash, cash equivalents and restricted cash, beginning of year 470 273 2,065 Cash, cash equivalents and restricted cash, end of year 419 470 273 Less: Cash, cash equivalents and restricted cash of discontinued operations, end of year — — 35 Cash, cash equivalents and restricted cash of continuing operations, end of year $ 419 $ 470 $ 238 Supplemental disclosure of cash flow information from continuing operations: Cash paid for interest 185 145 253 Cash paid for income taxes 34 87 78 See accompanying notes to consolidated financial statements. 57 XPO, Inc. Consolidated Statements of Changes in Equity For the Years Ended December 31, 2023, 2022 and 2021 Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total XPO Stockholders’ Equity Non-controlling Interests Total Equity Balance as of December 31, 2020 1 $ 1 102,052 $ — $ 1,998 $ 868 $ ( 158 ) $ 2,709 $ 140 $ 2,849 Net income — — — — — 336 — 336 5 341 Other comprehensive loss — — — — — — ( 52 ) ( 52 ) ( 2 ) ( 54 ) Spin-off of GXO — — — — ( 1,199 ) ( 1,161 ) 126 ( 2,234 ) ( 40 ) ( 2,274 ) Exercise and vesting of stock compensation awards — — 392 — 2 — — 2 — 2 Tax withholdings related to vesting of stock compensation awards — — — — ( 28 ) — — ( 28 ) — ( 28 ) Issuance of common stock — — 2,875 — 384 — — 384 — 384 Conversion of preferred stock to common stock ( 1 ) ( 1 ) 145 — 1 — — — — — Purchase of noncontrolling interests — — — — ( 34 ) — — ( 34 ) ( 100 ) ( 134 ) Dividend declared — — — — — — — — ( 3 ) ( 3 ) Exercise of warrants — — 9,215 — — — — — — — Stock compensation expense — — — — 52 — — 52 — 52 Other — — 58 — 3 — — 3 — 3 Balance as of December 31, 2021 — $ — 114,737 $ — $ 1,179 $ 43 $ ( 84 ) $ 1,138 $ — $ 1,138 Net income — — — — — 666 — 666 — 666 Other comprehensive loss — — — — — — ( 140 ) ( 140 ) — ( 140 ) Spin-off of RXO — — — — — ( 713 ) 2 ( 711 ) — ( 711 ) Exercise and vesting of stock compensation awards — — 698 — — — — — — — Tax withholdings related to vesting of stock compensation awards — — — — ( 23 ) — — ( 23 ) — ( 23 ) Stock compensation expense — — — — 77 — — 77 — 77 Other — — — — 5 — — 5 — 5 Balance as of December 31, 2022 — $ — 115,435 $ — $ 1,238 $ ( 4 ) $ ( 222 ) $ 1,012 $ — $ 1,012 58 XPO, Inc. Consolidated Statements of Changes in Equity (continued) For the Years Ended December 31, 2023, 2022 and 2021 Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total XPO Stockholders’ Equity Non-controlling Interests Total Equity Balance as of December 31, 2022 — $ — 115,435 $ — $ 1,238 $ ( 4 ) $ ( 222 ) $ 1,012 $ — $ 1,012 Net income — — — — — 189 — 189 — 189 Other comprehensive income — — — — — — 5 5 — 5 Exercise and vesting of stock compensation awards — — 638 — — — — — — — Tax withholdings related to vesting of stock compensation awards — — — — ( 20 ) — — ( 20 ) — ( 20 ) Stock compensation expense — — — — 78 — — 78 — 78 Other — — — — 2 — — 2 — 2 Balance as of December 31, 2023 — $ — 116,073 $ — $ 1,298 $ 185 $ ( 217 ) $ 1,266 $ — $ 1,266 See accompanying notes to consolidated financial statements. 59 XPO, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2023, 2022 and 2021 1. Organization Nature of Operations XPO, Inc., together with its subsidiaries (“XPO” or “we”), is a leading provider of freight transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. See Note 4—Segment Reporting and Geographic Information for additional information on our operations. Strategic Developments 2023 was the first full year that XPO operated solely as an asset-based LTL service provider in North America, following the completion of three key parts of our strategic plan, as previously announced: the spin-offs of RXO, Inc. (“RXO”) and GXO Logistics, Inc. (“GXO”) in November 2022 and August 2021, respectively; and the sale of our North American intermodal operation in March 2022. On December 20, 2023, we acquired 28 LTL service centers in the U.S. previously operated by Yellow Corporation (the “Yellow Asset Acquisition”). Under the transaction, we purchased 26 of the service centers and assumed existing leases for the other two locations. This is a strategic acquisition of assets that aligns with our commitment to invest in expanding our LTL network capacity. Our Board of Directors has previously authorized the divestiture of our European business. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction. The historical results of operations and financial positions of RXO, GXO and our intermodal operation are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. For information on our discontinued operations, see Note 3—Discontinued Operations. 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. In the first quarter of 2023, we made certain changes to our financial reporting to increase transparency and improve comparability. Specifically, we changed the expense captions within Operating income in the Condensed Consolidated Statements of Income to more clearly reflect the nature of the expenses. The change to natural expense classification had no impact on consolidated Revenues or Operating income. At the time of the change, we recast prior period amounts to conform to the current presentation. Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and 60 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. The noncontrolling interests reflected in our consolidated financial statements primarily related to a minority interest in XPO Logistics Europe SA (“XPO Logistics Europe”), a business we acquired majority ownership of in 2015. In 2021, we completed a buy-out offer and squeeze-out for the remaining 3 % of XPO Logistics Europe that we did not already own. 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. 61 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, 2023, 2022 and 2021, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $ 7 million, $ 10 million and $ 10 million, respectively. Accounts Receivable and Allowance for Credit Losses We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible. The roll-forward of the allowance for credit losses was as follows: Years Ended December 31, (In millions) 2023 2022 2021 Beginning balance $ 43 $ 36 $ 33 Provision charged to expense 33 27 20 Write-offs, less recoveries, and other adjustments ( 31 ) ( 20 ) ( 17 ) Ending balance $ 45 $ 43 $ 36 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 expires in July 2026 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. 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 $ 221 million as of December 31, 2023). As of December 31, 2023, € 1 million (approximately $ 1 million) was available under the program. The weighted average interest rate was 5.35 % as of December 31, 2023. 62 Information related to the trade receivables sold was as follows: Years Ended December 31, (In millions) 2023 2022 2021 Securitization programs Receivables sold in period $ 1,815 $ 1,744 $ 1,726 Cash consideration 1,815 1,744 1,726 Factoring programs Receivables sold in period 103 111 64 Cash consideration 103 111 64 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. In connection with the Yellow Asset Acquisition, on December 20, 2023, we acquired 28 LTL service centers for a purchase price of $ 918 million, including a cash payment of $ 870 million, the assumption of certain liabilities and direct transaction costs. Under the transaction, we purchased 26 of the service centers, primarily consisting of land and buildings, and assumed existing leases for the other two locations. The transaction was accounted for as an asset acquisition, with the assets recorded at cost. The Consolidated Statements of Cash Flows for the year ended December 31, 2023 reflects an $ 878 million investing cash outflow for this transaction. 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 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 8—Leases. 63 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. In connection with the Yellow Asset Acquisition, in December 2023, we recognized $ 6 million of Asset Retirement Obligations. 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 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. Similarly, for our 2022 annual goodwill assessment performed as of August 31, we performed a step-zero qualitative analysis for each of the three reporting units that existed at that time and reached the same conclusion. However, in the fourth quarter of 2022 and in connection with the RXO spin-off, we performed additional impairment tests because the number of our reporting units increased from three to five to reflect our new internal organization. Specifically, while our European Transportation business was previously considered a single reporting unit, after the spin-off of RXO, it was determined that the European Transportation business was comprised of four reporting units. As a result, in the fourth quarter of 2022, we tested each of the four new reporting units for potential impairment. A quantitative test was performed for each of these four new reporting units using a combination of income and market approaches and we recorded an aggregate impairment charge of $ 64 million related to two of these new reporting units. The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry. Intangible Assets Our intangible assets subject to amortization consist primarily of customer relationships and favorable leases. In connection with the Yellow Asset Acquisition, the assumed leases contained favorable terms compared to market terms for similar leases and, as result, we recognized a $ 65 million favorable lease intangible asset in December 2023. 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 64 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, 2023 is 14 to 25 years. Accrued Expenses The components of accrued expenses as of December 31, 2023 and 2022 are as follows: As of December 31, (In millions) 2023 2022 Accrued salaries and wages $ 310 $ 294 Accrued transportation and facility charges 215 226 Accrued insurance claims 99 111 Accrued taxes 84 82 Other accrued expenses 67 61 Total accrued expenses $ 775 $ 774 Self-Insurance We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than our estimates. Advertising Costs Advertising costs are expensed as incurred. Stockholders’ Equity We retire shares purchased under our share repurchase program and return them to authorized and unissued status. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings. 65 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, 2023 and 2022, are as follows: (In millions) Foreign Currency Translation Adjustments Derivative Hedges Defined Benefit Plans Liability AOCI Attributable to XPO As of December 31, 2021 $ ( 52 ) $ — $ ( 32 ) $ ( 84 ) Other comprehensive income (loss) ( 62 ) ( 2 ) ( 69 ) ( 133 ) Amounts reclassified from AOCI ( 7 ) — — ( 7 ) Net current period other comprehensive income (loss) ( 69 ) ( 2 ) ( 69 ) ( 140 ) Spin-off of RXO 2 — — 2 As of December 31, 2022 ( 119 ) ( 2 ) ( 101 ) ( 222 ) Other comprehensive income (loss) 37 3 ( 23 ) 17 Amounts reclassified from AOCI ( 9 ) ( 3 ) — ( 12 ) Net current period other comprehensive income (loss) 28 — ( 23 ) 5 As of December 31, 2023 $ ( 91 ) $ ( 2 ) $ ( 124 ) $ ( 217 ) 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. 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. 66 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, 2023 and 2022 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program. For information on the fair value hierarchy of our derivative instruments, see Note 11—Derivative Instruments and for information on financial liabilities, see Note 12—Debt. The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 December 31, 2023 $ 369 $ 369 $ 369 December 31, 2022 402 402 402 Derivative Instruments We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Other income on our Consolidated Statements of Income. Defined Benefit Pension Plans We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may 67 cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions. The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. Stock-Based Compensation We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur. We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PRSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PRSU award is considered probable. Adoption of New Accounting Standard In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance. In December 2022, the FASB issued ASU 2022-06, “Reference rate reform (Topic 848): Deferral of the sunset date of Topic 848” which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. At December 31, 2022, our revolving loan credit agreement (the “ABL Facility”) and senior secured term loan credit agreement, as amended (the “Existing Term Loan Facility”), provided for an interest rate based on LIBOR. In 2023, we amended the terms of our ABL Facility and Existing Term Loan Facility, including transitioning the interest rate from LIBOR to other base rates. See Note 12—Debt for further information. The modifications of these facilities to transition from LIBOR to other base rates did not have a material impact on our consolidated financial statements. Accounting Pronouncements Issued but Not Yet Effective In December 2023, the 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. This ASU is effective for fiscal years beginning after December 31, 2024 and should be applied on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in the ASU improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit and loss, and provide new segment disclosure requirements for entities with a single reportable segment, among other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023 and should 68 be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. 3. Discontinued Operations As discussed above, the results of RXO, our intermodal operation and GXO are presented as discontinued operations. The following table summarizes the results of operations from discontinued operations: Years Ended December 31, (In millions) 2022 2021 Revenue $ 4,403 $ 10,200 Salaries, wages and employee benefits 503 2,418 Purchased transportation 3,216 4,747 Fuel, operating expenses and supplies 296 2,139 Operating taxes and licenses 3 44 Insurance and claims 19 56 Depreciation and amortization expense 67 276 Gain on sale of business ( 430 ) — Transaction and other operating costs 125 134 Operating income 604 386 Other income ( 2 ) ( 27 ) Interest expense — 12 Income from discontinued operations before income tax provision 606 401 Income tax provision 124 156 Net income from discontinued operations, net of taxes 482 245 Net income from discontinued operations attributable to noncontrolling interests — ( 5 ) Net income from discontinued operations $ 482 $ 240 During the years ended December 31, 2023, 2022 and 2021, we incurred approximately $ 57 million, $ 152 million and $ 125 million, respectively, of costs related to the spin-offs, of which $ 6 million, $ 120 million and $ 101 million, respectively, are reflected within income from discontinued operations in our Consolidated Statements of Income. In 2022, we completed the sale of our intermodal operation for cash proceeds of approximately $ 705 million, net of cash disposed. The pre-tax gain on the sale was $ 430 million, net of transaction costs and working capital adjustment. Additionally, in 2022, RXO completed debt offerings and used the net proceeds of $ 446 million to fund a cash payment from RXO to XPO, which we used to repay a portion of our outstanding borrowings and fund any related fees and expenses. Similarly, in 2021, GXO completed a debt offering and used the net proceeds to fund a cash payment from GXO to XPO of $ 794 million, which we used to repay a portion of our outstanding borrowings. For further information, see Note 12—Debt. Prior to the spin-off of GXO, the pension plan for some employees in the United Kingdom was sold to a GXO entity and approximately $ 82 million of AOCI, net of tax, was transferred to GXO. In connection with both spin-offs, we entered into separation and distribution agreements as well as various other agreements that provided a framework for the relationships between the parties going forward, including, among others, an employee matters agreement (“EMA”), a tax matters agreement, an intellectual property license agreement and a transition services agreement, through which XPO agreed to provide certain services for a period of time specified in the applicable agreement following the spin-offs. The impact of these services on the consolidated financial statements was immaterial. 69 4. Segment Reporting and Geographic Information We are organized into two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component of our business, and European Transportation. In our asset-based North American LTL segment, we provide shippers with geographic density and day-definite domestic and cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment also includes the results of our trailer manufacturing operations. In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets. We offer dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding and multimodal solutions, such as road-rail and road-short sea combinations. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments. Our chief operating decision maker (“CODM”) regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM. Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income from continuing operations before debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, goodwill impairment charges, litigation matters, transaction and integration costs, restructuring costs and other adjustments. Segment Adjusted EBITDA reflects an allocation of corporate costs. 70 Selected financial data for our segments is as follows: Years Ended December 31, (in millions) 2023 2022 2021 Revenue North American LTL $ 4,671 $ 4,645 $ 4,125 European Transportation 3,073 3,073 3,077 Total $ 7,744 $ 7,718 $ 7,202 Adjusted EBITDA North American LTL (1) $ 864 $ 932 $ 826 European Transportation 163 169 165 Corporate (1) ( 31 ) ( 104 ) ( 179 ) Total Adjusted EBITDA 996 997 812 Less: Debt extinguishment loss 25 39 54 Interest expense 168 135 211 Income tax provision 68 74 11 Depreciation and amortization expense 432 392 385 Goodwill impairment (2) — 64 — Litigation matter (3) 8 — — Transaction and integration costs (4) 58 58 36 Restructuring costs (5) 44 50 19 Other 1 1 — Income from continuing operations $ 192 $ 184 $ 96 Depreciation and amortization expense North American LTL $ 291 $ 239 $ 227 European Transportation 136 128 140 Corporate 5 25 18 Total $ 432 $ 392 $ 385 (1) In the first quarter of 2023, we began allocating incremental corporate costs from Corporate to North American LTL. Prior periods have been recast to reflect these incremental allocations. (2) See Note 9— Goodwill for further information on the impairment charge. (3) See Note 18— Commitments and Contingencies for further information on the litigation matter. (4) Transaction and integration costs for 2023 are primarily comprised of stock-based compensation and retention awards for certain employees related to strategic initiatives. Transaction and integration costs for 2022 and 2021 are primarily comprised of third-party professional fees related to strategic initiatives as well as retention awards paid to certain employees. Transaction and integration costs for 2023, 2022 and 2021 include $ 0 million , $ 3 million and $ 1 million, respectively, related to our North American LTL segment; $ 2 million, $ 6 million and $ 14 million, respectively, related to our European Transportation segment and $ 56 million, $ 49 million and $ 21 million, respectively, related to Corporate. (5) See Note 6— Restructuring Charges for further information on our restructuring actions. As of December 31, 2023 and 2022, we held long-lived tangible assets outside of the U.S. of $ 427 million and $ 397 million, respectively. 71 5. Revenue Recognition Disaggregation of Revenues Our revenue disaggregated by geographic area based on sales office location was as follows: 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 Year Ended December 31, 2022 (In millions) North American LTL European Transportation Total Revenue United States $ 4,549 $ — $ 4,549 North America (excluding United States) 96 — 96 France — 1,328 1,328 United Kingdom — 878 878 Europe (excluding France and United Kingdom) — 867 867 Total $ 4,645 $ 3,073 $ 7,718 Year Ended December 31, 2021 (In millions) North American LTL European Transportation Total Revenue United States $ 4,036 $ — $ 4,036 North America (excluding United States) 89 — 89 France — 1,354 1,354 United Kingdom — 879 879 Europe (excluding France and United Kingdom) — 844 844 Total $ 4,125 $ 3,077 $ 7,202 72 6. Restructuring Charges We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in connection with spin-offs and other divestment activities. These actions generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability. Our restructuring-related activity was as follows: Year Ended December 31, 2023 (In millions) Reserve Balance as of December 31, 2022 Charges Incurred Payments Foreign Exchange and Other Reserve Balance as of December 31, 2023 Severance North American LTL $ 2 $ 6 $ ( 5 ) $ ( 1 ) $ 2 European Transportation 1 12 ( 12 ) — 1 Corporate 19 20 ( 30 ) ( 1 ) 8 Total $ 22 $ 38 $ ( 47 ) $ ( 2 ) $ 11 In addition to the severance charges noted in the table above, we recorded a non-cash lease impairment charge of $ 6 million in our North American LTL segment in the first quarter of 2023. We expect the majority of the cash outlays related to the charges incurred in 2023 will be complete within twelve months. Year Ended December 31, 2022 (In millions) Reserve Balance as of December 31, 2021 Charges Incurred Payments Foreign Exchange and Other Reserve Balance as of December 31, 2022 Severance North American LTL $ — $ 2 $ ( 3 ) $ 3 $ 2 European Transportation 6 6 ( 10 ) ( 1 ) 1 Corporate (1) 7 39 ( 9 ) ( 18 ) 19 Total severance 13 47 ( 22 ) ( 16 ) 22 Contract termination North American LTL — 3 ( 3 ) — — Total contract termination — 3 ( 3 ) — — Total $ 13 $ 50 $ ( 25 ) $ ( 16 ) $ 22 (1) For the year ended December 31, 2022, charges incurred and foreign exchange and other included the recognition of share-based compensation costs and the corresponding settlement of equity awards upon vesting in conjunction with the spin-off of RXO. 73 7. Property and Equipment December 31, (In millions) 2023 2022 Property and equipment Land (1) $ 860 $ 258 Buildings and leasehold improvements 733 406 Vehicles, tractors and trailers 2,476 2,054 Machinery and equipment 271 227 Computer software and equipment 588 566 4,928 3,511 Less: accumulated depreciation and amortization ( 1,853 ) ( 1,679 ) Total property and equipment, net $ 3,075 $ 1,832 Net book value of capitalized internally-developed software included in property and equipment, net $ 120 $ 129 (1) The increase in Land as of December 31, 2023 compared to December 31, 2022 reflects land acquired in December 2023 as part of the Yellow Asset Acquisition. Depreciation of property and equipment and amortization of computer software was $ 376 million, $ 336 million and $ 327 million for the years ended December 31, 2023, 2022 and 2021, respectively. In connection with the Yellow Asset Acquisition, in December 2023, we recognized approximately $ 850 million of Land and Buildings and leasehold improvements, including amounts related to assumed finance leases. 8. 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 and gain realized on sale-leaseback transactions were as follows: Years Ended December 31, (In millions) 2023 2022 2021 Operating lease cost $ 199 $ 170 $ 161 Short-term lease cost 47 51 50 Variable lease cost 27 22 19 Total operating lease cost $ 273 $ 243 $ 230 Finance lease cost: Amortization of leased assets $ 59 $ 49 $ 51 Interest on lease liabilities 6 5 5 Total finance lease cost $ 65 $ 54 $ 56 Total lease cost $ 338 $ 297 $ 286 Gain recognized on sale-leaseback transactions (1) $ — $ 40 $ 69 (1) For the year ended December 31, 2023 we did not complete any sale-leaseback transactions. For the years ended December 31, 2022 and 2021, we completed multiple sale-leaseback transactions primarily for land and buildings. We received aggregate cash proceeds of $ 49 million and $ 96 million in 2022 and 2021, respectively. Gains on sale-leaseback transactions are included in Gains on sales of property and equipment in our Consolidated Statements of Income. 74 Supplemental balance sheet information related to leases was as follows: December 31, (In millions) 2023 2022 Operating leases: Operating lease assets $ 708 $ 719 Short-term operating lease liabilities $ 121 $ 107 Operating lease liabilities 588 606 Total operating lease liabilities $ 709 $ 713 Finance leases: Property and equipment, gross $ 472 $ 414 Accumulated depreciation ( 213 ) ( 185 ) Property and equipment, net $ 259 $ 229 Short-term borrowings and current maturities of long-term debt $ 64 $ 56 Long-term debt 179 158 Total finance lease liabilities $ 243 $ 214 Weighted-average remaining lease term: Operating leases 8 years 8 years Finance leases 7 years 6 years Weighted-average discount rate: Operating leases 5.24 % 5.01 % Finance leases 3.24 % 2.12 % In connection with the Yellow Asset Acquisition, in December 2023, we recognized $ 23 million of Property and equipment, net and Long-term debt for finance leases assumed and $ 3 million of Operating lease assets and Operating lease liabilities for operating leases assumed. Supplemental cash flow information related to leases was as follows: Years Ended December 31, (In millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 201 $ 176 $ 156 Operating cash flows for finance leases 6 5 5 Financing cash flows for finance leases 68 60 75 Leased assets obtained in exchange for new lease obligations: Operating leases 118 191 203 Finance leases 94 46 71 Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating lease liability, are reflected in Depreciation, amortization and net lease activity on our Consolidated Statements of Cash Flows. 75 Maturities of lease liabilities as of December 31, 2023 were as follows: (In millions) Finance Leases Operating Leases 2024 $ 71 $ 152 2025 52 136 2026 39 116 2027 32 98 2028 22 79 Thereafter 74 293 Total lease payments 290 874 Less: interest ( 47 ) ( 165 ) Present value of lease liabilities $ 243 $ 709 As of December 31, 2023, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $ 72 million. These operating leases will commence at various times beginning in 2024 through 2025 with initial lease terms of 4.5 years to 15 years. 9. Goodwill (In millions) North American LTL European Transportation Total Goodwill as of December 31, 2021 $ 726 $ 868 $ 1,594 Goodwill impairment — ( 64 ) ( 64 ) Impact of foreign exchange translation — ( 58 ) ( 58 ) Goodwill as of December 31, 2022 726 746 1,472 Impact of foreign exchange translation — 26 26 Goodwill as of December 31, 2023 $ 726 $ 772 $ 1,498 As described in Note 2— Basis of Presentation and Significant Accounting Policies, we recorded no impairment losses in 2023, while we recorded an aggregate impairment charge of $ 64 million in 2022 related to reporting units within our European Transportation reportable segment. Prior to the 2022 impairment, there were no accumulated impairment losses. 10. Intangible Assets December 31, 2023 December 31, 2022 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 809 $ 452 $ 799 $ 392 Favorable leases 65 — — — Total $ 874 $ 452 $ 799 $ 392 In connection with the Yellow Asset Acquisition, in December 2023, we recognized $ 65 million of Favorable leases. For further information, see Note 2—Basis of Presentation and Significant Accounting Policies. We did no t recognize any impairment of our identified intangible assets in 2023, 2022 and 2021. 76 Estimated future amortization expense for amortizable intangible assets for the next five years is as follows: (In millions) 2024 2025 2026 2027 2028 Thereafter Estimated amortization expense $ 57 $ 57 $ 57 $ 57 $ 45 $ 149 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 $ 54 million, $ 54 million and $ 56 million for the years ended December 31, 2023, 2022 and 2021, respectively. 11. 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, 2023 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges Cross-currency swap agreements $ — Other current assets $ — Other current liabilities $ ( 34 ) Cross-currency swap agreements 652 Other long-term assets — Other long-term liabilities — Interest rate swaps 350 Other current assets — Other current liabilities ( 2 ) Interest rate swaps 200 Other long-term assets — Other long-term liabilities — Total $ — $ ( 36 ) December 31, 2022 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges Cross-currency swap agreements $ 332 Other current assets $ — Other current liabilities $ ( 11 ) Cross-currency swap agreements 68 Other long-term assets 3 Other long-term liabilities — Interest rate swaps 1,882 Other current assets — Other current liabilities ( 1 ) Total $ 3 $ ( 12 ) The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices such as foreign exchange rates and yield curves. 77 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) 2023 2022 2021 2023 2022 2021 2023 2022 2021 Derivatives designated as cash flow hedges Cross-currency swap agreements $ — $ — $ 4 $ — $ — $ 7 $ — $ — $ — Interest rate swaps ( 1 ) — — 3 — — — — — Derivatives designated as net investment hedges Cross-currency swap agreements ( 21 ) 27 84 — — — 9 7 6 Total $ ( 22 ) $ 27 $ 88 $ 3 $ — $ 7 $ 9 $ 7 $ 6 Cross-Currency Swap Agreements We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt. During the term of the swap contracts, we will receive interest on a quarterly basis from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2024. We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in 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 and 2022, we received approximately $ 2 million and $ 29 million, respectively, 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 Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The outstanding interest rate swaps mature in 2024 and 2025. 78 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. 12. Debt December 31, 2023 December 31, 2022 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value Term loan facility $ 1,100 $ 1,087 $ 2,003 $ 1,981 6.25 % senior notes due 2025 — — 112 111 6.25 % senior secured notes due 2028 830 822 — — 7.125 % senior notes due 2031 450 445 — — 7.125 % senior notes due 2032 585 575 — — 6.70 % senior debentures due 2034 300 221 300 217 Finance leases, asset financing and other 254 254 223 223 Total debt 3,519 3,404 2,638 2,532 Short-term borrowings and current maturities of long-term debt 69 69 59 59 Long-term debt $ 3,450 $ 3,335 $ 2,579 $ 2,473 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 December 31, 2023 $ 3,583 $ 2,235 $ 1,348 December 31, 2022 2,601 392 2,209 We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics. 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) 2024 2025 2026 2027 2028 Thereafter Principal payments on debt $ — $ — $ — $ 1 $ 1,530 $ 1,736 ABL Facility In 2015, we entered into the ABL Facility which provided commitments of up to $ 1.0 billion with a maturity date of October 30, 2020. This facility was subsequently amended to adjust the amount of the commitment and to extend the maturity date to April 30, 2024. In connection with the spin-off of RXO, effective November 4, 2022, the commitments under the facility were reduced from $ 1.0 billion to $ 600 million. There were no other significant changes made to the terms of the facility at that time. In February 2023, we amended the facility to, among other things: (i) extend the maturity date to April 30, 2026 (subject, in certain circumstances, to a springing maturity if more than $ 250 million of our existing term loan debt or certain refinancings thereof remain outstanding 91 days prior to their respective maturity dates); (ii) replace LIBOR-based benchmark rates applicable to loans outstanding with Secured Overnight Financing Rate (“SOFR”)-based rates; (iii) reduce the sublimit for issuance of letters of credit to $ 200 million; (iv) reduce the 79 sublimit for borrowings in Canadian Dollars to $ 50 million; (v) exclude real property from the collateral securing the obligations and (vi) make certain other changes to the covenants and other provisions therein. The aggregate commitment of all lenders under the amended ABL Facility remains equal to $ 600 million. Our availability under the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. Our borrowing base includes a fixed percentage of: (i) our eligible U.S. and Canadian accounts receivable; plus (ii) any of our eligible U.S. and Canadian rolling stock and equipment. A maximum of 30 % of our borrowing base can be equipment and rolling stock in the aggregate. As of December 31, 2023, our borrowing base under the ABL facility was $ 508 million and our availability was $ 508 million after considering outstanding letters of credit of less than $ 1 million. As of December 31, 2023, we were in compliance with the ABL Facility’s financial covenants. Our loans under the ABL Facility bear interest at a rate equal to: SOFR or base rate plus (i) an applicable margin of 1.25 % to 1.50 % for SOFR loans or (ii) 0.25 % to 0.50 %, for base rate loans. The ABL Facility is secured on a first lien basis by the assets of the credit parties as priority collateral and on a second lien basis by certain other assets. The priority collateral consists primarily of our U.S. and Canadian accounts receivable and any of our U.S. and Canadian rolling stock and equipment included in our borrowing base. The ABL Facility contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature. The covenants in the ABL Facility can limit our ability to incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. We may also be required to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 if availability under the ABL Facility is below certain thresholds. As of December 31, 2023, we were compliant with this financial covenant. Letters of Credit Facility In 2020, we entered into a $ 200 million uncommitted secured evergreen letter of credit facility. The letter of credit facility had an initial one-year term, which automatically renews with one-year terms until the letter of credit facility terminates. As of December 31, 2023, we have $ 139 million in aggregate face amount of letters of credit outstanding under the facility. Bridge Facility On December 4, 2023, in connection with the Yellow Asset Acquisition, we entered into a senior secured bridge term loan credit agreement (the “Bridge Credit Agreement”). Under this agreement, we were able to borrow up to an aggregate amount of $ 870 million (the “Bridge Facility”). Concurrently with the issuance of the Incremental Term Loans and the Senior Notes due 2032, described below, on December 13, 2023, we terminated the commitments under this agreement. The Bridge Facility remained unfunded at the termination date. Term Loan Facility In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $ 1.6 billion, which was subsequently amended to increase the principal balance to $ 2.0 billion and to extend the maturity date to February 2025 (the “Existing Term Loan Facility”). In May 2023, we amended the Term Loan Credit Agreement to obtain $ 700 million of new term loans (the “New Term Loan Facility”) having substantially similar terms as the Existing Term Loan Facility, except with respect to maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The New Term Loan Facility was issued at 99.5 % of the face amount and will mature on May 24, 2028. In the same period, we used net proceeds from the New Term Loan Facility, the Senior Secured Notes due 2028 and the Senior Notes due 2031, as described below, together with cash on hand, to repay $ 2.0 billion of outstanding principal under the Existing Term Loan Facility, which was scheduled to mature in 2025, and to pay related fees, expenses and accrued interest. We recorded a debt extinguishment loss of $ 23 million in 2023 due to this repayment. 80 In December 2023, we entered into an incremental amendment to the Term Loan Credit Agreement to obtain $ 400 million of incremental term loans (the “Incremental Term Loans”). The Incremental Term Loans are a new tranche of loans under the Term Loan Credit Agreement, having substantially similar terms as the New Term Loan Facility, except with respect to maturity date, issue price, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The Incremental Term Loans were issued at par and will mature on February 1, 2031. Both the New Term Loan Facility and Incremental Term Loans bear interest at a rate per annum equal to, at our option, either (a) a Term SOFR rate (subject to a 0.00 % floor) or (b) a base rate (subject to a 0.00 % floor), in each case, plus an applicable margin of 2.00 % for Term SOFR loans or 1.00 % for base rate loans. The interest rate for both tranches was 7.36 % as of December 31, 2023. We must prepay an aggregate principal amount of the term loan facility equal to (a) 50 % of any Excess Cash Flow, as defined in the agreement, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments of loans during the fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during the fiscal year if accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), if such prepayments are funded with internally generated cash flow, as defined in the agreement. If our Consolidated Secured Net Leverage Ratio, as defined in the agreement, for the fiscal year was less than or equal to 3.00 :1.00 and greater than 2.50 :1.00, the Excess Cash Flow percentage will be 25 %. If our Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50 :1.00, the Excess Cash Flow percentage will be 0 %. The remaining principal is due at maturity. As of December 31, 2023, our Consolidated Secured Net Leverage Ratio was less than 2.50 :1.00, and no excess cash payment was required. 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, commencing August 1, 2024. These notes were issued at par. In the same period, we used net proceeds from the Incremental Term Loans and the Senior Notes due 2032, together with cash on hand, to finance the Yellow Asset Acquisition, to repay in full the $ 112 million aggregate principal amount outstanding of our 6.25 % Senior Notes due 2025 (the “Senior Notes due 2025”), and to pay related fees, expenses and accrued interest. The redemption price for the Senior Notes due 2025 was 101.563 % of the principal amount plus accrued and unpaid interest. We recorded a debt extinguishment loss of $ 2 million due to this redemption. 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 and commenced December 1, 2023. These notes were issued at par and were used to repay our Existing Term Loan Facility as described above. In November 2022, we repurchased $ 408 million of the then $ 520 million outstanding Senior Notes due 2025 in a cash tender offer. Holders of the Senior Notes due 2025 received total consideration of $1,022.50 per $1,000.00 principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest. We paid for the tender using cash received from RXO in connection with its spin-off. We recorded a debt extinguishment loss of $ 13 million due to this repurchase in the fourth quarter of 2022. In April 2022, we redeemed $ 630 million of the then $ 1.15 billion outstanding principal amount of the Senior Notes due 2025. The redemption price for the notes was 100 % of the principal amount plus a premium, as defined in the indenture, of approximately $ 21 million and accrued and unpaid interest. We paid for the redemption using available liquidity. We recorded a debt extinguishment loss of $ 26 million due to this redemption in 2022. 81 In 2021, we redeemed our outstanding 6.125 % senior notes due 2023 (“Senior Notes due 2023”), 6.75 % senior notes due 2024 (“Senior Notes due 2024”) and 6.50 % senior notes due 2022 (“Senior Notes due 2022”). The redemption price for the Senior Notes due 2023 and Senior Notes due 2022 was 100.0 % of the principal amount, plus accrued and unpaid interest and the redemption price for the Senior Notes due 2024 was 103.375 % of the principal amount, plus accrued and unpaid interest. We paid for the redemptions using available cash, net proceeds from a debt issuance and equity offering and cash received from GXO of approximately $ 794 million. We recorded debt extinguishment losses of $ 51 million related to these redemptions. The senior notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, our existing secured ABL Facility or the Term Loan Credit Agreement (or certain replacements thereof) or guarantee certain of our other indebtedness. The Senior Secured Notes due 2028 and the guarantees thereof are secured by substantially all of our assets and our guarantors equally and ratably with the indebtedness under the Term Loan Credit Agreement (subject to permitted liens and certain other exceptions). 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 %. 13. 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 defined benefit pension plans for some of our foreign subsidiaries that are excluded from the disclosures below due to their 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. 82 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) 2023 2022 Projected benefit obligation at beginning of year $ 1,424 $ 1,925 Interest cost 74 45 Actuarial (gain) loss 65 ( 453 ) Benefits paid ( 97 ) ( 93 ) Projected benefit obligation at end of year $ 1,466 $ 1,424 The actuarial loss in 2023 was a result of assumption changes, including a decrease in the discount rate and other changes to 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) 2023 2022 Fair value of plan assets at beginning of year $ 1,475 $ 2,009 Actual return on plan assets 124 ( 446 ) Employer contributions to non-qualified plans 5 5 Benefits paid ( 97 ) ( 93 ) Fair value of plan assets at end of year $ 1,507 $ 1,475 The funded status of the plans as of December 31 was as follows: (In millions) 2023 2022 Funded status at end of year $ 41 $ 51 Amount recognized in balance sheet: Long-term assets $ 95 $ 106 Current liabilities ( 5 ) ( 5 ) Long-term liabilities ( 49 ) ( 50 ) Net pension asset recognized $ 41 $ 51 Plans with projected and accumulated benefit obligation in excess of plan assets: Projected and accumulated benefit obligation (1) $ 54 $ 56 (1) Relates to our non-qualified plans which are unfunded. The funded status of our qualified plans and non-qualified plans was $ 95 million and $( 54 ) million, respectively, as of December 31, 2023. The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $ 174 million and $ 142 million as of December 31, 2023 and 2022, respectively. 83 The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows: (In millions) 2023 2022 2021 Net periodic benefit income: Interest cost $ 74 $ 45 $ 39 Expected return on plan assets ( 92 ) ( 106 ) ( 101 ) Amortization of actuarial loss — 1 1 Net periodic benefit income $ ( 18 ) $ ( 60 ) $ ( 61 ) Amounts recognized in Other comprehensive income (loss): Actuarial (gain) loss $ 32 $ 99 $ ( 7 ) Reclassification of recognized AOCI gain due to settlements — — — (Gain) loss recognized in Other comprehensive income (loss) $ 32 $ 99 $ ( 7 ) 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 2023 2022 2021 2023 2022 2021 Discount rate - net periodic benefit costs 5.36 % 2.43 % 1.96 % 5.26 % - 5.33 % 1.70 % - 2.23 % 1.11 % - 1.71 % Discount rate - benefit obligations 5.15 % 5.42 % 2.84 % 4.98 % - 5.12 % 5.29 % - 5.42 % 2.19 % - 2.72 % Expected long-term rate of return on plan assets 6.40 % 5.40 % 5.00 % 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. 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) 2024 2025 2026 2027 2028 2029-2033 Expected benefit payments $ 106 $ 107 $ 107 $ 108 $ 108 $ 536 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 90 % in fixed income securities and 10 % of investments in equity securities. The fixed income allocation consists primarily of domestic fixed income securities and targets to hedge approximately 100 % of domestic projected liabilities. The target allocations for equity securities includes approximately 50 % in U.S. equities and approximately 50 % in non-U.S. equities. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts and commingled investment funds. Generally, our investment strategy does not include an allocation to cash and cash equivalents, but a cash allocation may arise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. We periodically evaluate our 84 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, 2023, 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 6.40 % for the overall expected long-term rate of return on plan assets in 2023 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. The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2023 and 2022, 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, 2023 Cash and cash equivalents: Short-term investment fund $ — $ — $ 36 $ 36 2.4 % Equity: U.S. large companies — 56 — 56 3.7 % U.S. small companies — — 15 15 1.0 % International 21 29 7 57 3.8 % Fixed income securities 284 1,039 22 1,345 89.2 % Derivatives — ( 2 ) — ( 2 ) ( 0.1 ) % Total plan assets $ 305 $ 1,122 $ 80 $ 1,507 100.0 % December 31, 2022 Cash and cash equivalents: Short-term investment fund $ — $ — $ 33 $ 33 2.2 % Equity: U.S. large companies — — 58 58 3.9 % U.S. small companies — — 14 14 0.9 % International 22 — 46 68 4.6 % Fixed income securities 296 966 48 1,310 88.9 % Derivatives — ( 8 ) — ( 8 ) ( 0.5 ) % Total plan assets $ 318 $ 958 $ 199 $ 1,475 100.0 % (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. For the periods ended December 31, 2023 and 2022, 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, 2023 or 2022. The non-qualified plans are unfunded. 85 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 2024 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 $ 55 million, $ 52 million and $ 53 million for the years ended December 31, 2023, 2022 and 2021, 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) 2023 2022 Projected benefit obligation at beginning of year $ 30 $ 41 Interest cost on projected benefit obligation 2 1 Actuarial gain ( 1 ) ( 9 ) Participant contributions 1 1 Benefits paid ( 4 ) ( 4 ) Projected and accumulated benefit obligation at end of year $ 28 $ 30 Funded status of the plan $ ( 28 ) $ ( 30 ) Amounts recognized in the balance sheet consist of: Current liabilities $ ( 3 ) $ ( 3 ) Long-term liabilities ( 25 ) ( 27 ) Net amount recognized $ ( 28 ) $ ( 30 ) Discount rate assumption as of December 31 5.11 % 5.40 % The amount included in AOCI that has not yet been recognized in net periodic benefit income (expense) was $ 6 million and the net periodic benefit expense was less than $ 1 million for the Postretirement Plan for the year ended December 31, 2023. The amount included in AOCI that has not yet been recognized in net periodic benefit income (expense) was $ 9 million and the net periodic benefit expense was less than $ 1 million for the Postretirement Plan for the year ended December 31, 2022. The discount rates assumptions used to calculate the interest cost were 5.32 % - 5.41 %, 2.14 % - 2.79 % and 1.56 % - 2.34 % for the years ended December 31, 2023, 2022 and 2021, respectively. 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) 2024 2025 2026 2027 2028 2029-2033 Expected benefit payments $ 3 $ 3 $ 3 $ 3 $ 2 $ 11 86 14. Stockholders’ Equity Share Issuance In 2021, we completed a registered underwritten offering of 5.0 million shares of our common stock at a public offering price of $ 138.00 per share, plus an additional 750,000 shares of our common stock through an option granted to underwriters. Of the 5.0 million shares, we offered 2.5 million shares directly and 2.5 million shares were offered by Jacobs Private Equity, LLC (“JPE”), an entity controlled by the Company’s executive chairman. The additional 750,000 purchased shares were also split equally between us and JPE. We received approximately $ 384 million of proceeds, net of fees and expenses, from the sale of the shares and used them to repay a portion of our outstanding borrowings and for general corporate purposes. XPO did not receive any proceeds from the sale of shares by JPE. Series A Convertible Perpetual Preferred Stock (“Preferred Stock”) and Warrants In order to simplify our equity capital structure, in 2021, the remaining 1,015 preferred shares outstanding were exchanged for 0.1 million shares of common stock and the remaining 9.8 million warrants outstanding were exchanged for 9.2 million shares of common stock. The warrants exchanged included holdings of JPE. Subsequent to the exchange, there are no shares of Preferred Stock or warrants outstanding. Share Repurchases In February 2019, our Board of Directors authorized repurchases of up to $ 1.5 billion of our common stock. Our share 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 conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. There were no share repurchases in 2023, 2022 or 2021. Our remaining share repurchase authorization as of December 31, 2023 is $ 503 million. 15. 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”). As a result of the RXO spin-off and in accordance with plan rules, the shares remaining for future issuance under the 2016 incentive plan were equitably adjusted. With this adjustment, and an amendment to the 2016 incentive plan approved by stockholders in May 2022 which increased the 2016 incentive plan’s number of authorized shares by 2.3 million shares, up to 11.4 million shares of our common stock have been authorized for issuance as Awards. Shares awarded may consist of authorized and unissued shares or treasury shares. In May 2022, the stockholders also approved an amendment to the 2016 incentive plan to extend its term by three years so the 2016 incentive plan will terminate on May 18, 2032, unless terminated earlier by our Board of Directors. As of December 31, 2023, 3.6 million shares of our common stock were available for the grant of Awards under the 2016 incentive plan. For the March 2023 and prior offering periods, our employee stock purchase plan offered 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 were purchased at 5 % below fair market value on the last trading day of each six-month offering period. The plan authorized the purchase of up to two million shares of our common stock. We did not recognize stock-based compensation expense as the plan was non-compensatory. During the first quarter of 2023, the Compensation Committee of the Board of Directors approved the suspension of our employee stock purchase plan, effective after the March 2023 offering period was completed. 87 Our stock-based compensation expense is recorded in Salaries, wages and employee benefits or Transaction and integration costs on our Consolidated Statements of Income: Years ended December 31, (In millions) 2023 2022 2021 Restricted stock and restricted stock units $ 52 $ 42 $ 23 Performance-based restricted stock units 26 35 8 Total stock-based compensation expense $ 78 $ 77 $ 31 Tax benefit on stock-based compensation $ ( 1 ) $ ( 1 ) $ ( 4 ) Stock Options Our stock options typically vested over three to five years after the grant date for our employees and officers and one year after the grant date for our Board of Directors. The stock options had a 10 -year contractual term and the exercise price equaled our stock price on the grant date. No stock option awards were outstanding as of December 31, 2023. The total intrinsic value of options exercised during 2023, 2022 and 2021 was $ 0 million , less than $ 1 million and $ 4 million, respectively. The total cash received from options exercised during 2023, 2022 and 2021 was $ 0 million , less than $ 1 million and less than $ 2 million, respectively. Restricted Stock Units and Performance-Based Restricted Stock Units We grant RSUs and PRSUs to our key employees, officers and directors with various vesting requirements. RSUs generally vest based on the passage of time (service conditions) and PRSUs generally vest based on the achievement of our financial targets (performance conditions). PRSUs may also be subject to stock price (market conditions), employment and other non-financial conditions. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards. The number of RSUs and PRSUs vested includes shares of our common stock that we withheld on behalf of our employees to satisfy the minimum tax withholdings. We estimate the fair value of PRSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model. A summary of RSU and PRSU award activity for the year ended December 31, 2023 is presented below: RSUs PRSUs Number of RSUs Weighted-Average Grant Date Fair Value Number of PRSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,407,585 $ 35.15 1,039,123 $ 39.89 Granted 900,060 38.65 957,131 44.07 Vested ( 477,421 ) 37.99 ( 550,651 ) 39.52 Forfeited and canceled ( 220,775 ) 40.63 ( 227,075 ) 38.88 Outstanding as of December 31, 2023 2,609,449 $ 35.15 1,218,528 $ 42.75 The total fair value of RSUs that vested during 2023, 2022 and 2021 was $ 23 million, $ 46 million and $ 69 million, respectively. All of the outstanding RSUs as of December 31, 2023 vest subject to service conditions. The total fair value of PRSUs that vested during 2023, 2022 and 2021 was $ 27 million, $ 8 million and $ 2 million, respectively. Of the outstanding PRSUs as of December 31, 2023, 193,702 vest subject to service and performance conditions, 886,462 vest subject to service and a combination of market and performance conditions and 138,364 vest subject to service and market conditions. As of December 31, 2023, unrecognized compensation cost related to non-vested RSUs and PRSUs of $ 92 million is anticipated to be recognized over a weighted-average period of approximately 2.03 years. 88 16. 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) 2023 2022 2021 U.S. $ 286 $ 303 $ 108 Foreign ( 26 ) ( 45 ) ( 1 ) Income from continuing operations before income tax provision $ 260 $ 258 $ 107 The income tax provision is comprised of the following: Years Ended December 31, (In millions) 2023 2022 2021 Current: U.S. Federal $ 25 $ ( 17 ) $ — State 6 2 ( 1 ) Foreign 6 9 5 Total current income tax provision (benefit) $ 37 $ ( 6 ) $ 4 Deferred: U.S. Federal $ 38 $ 80 $ ( 10 ) State 3 5 ( 7 ) Foreign ( 10 ) ( 5 ) 24 Total deferred income tax provision 31 80 7 Total income tax provision $ 68 $ 74 $ 11 The effective tax rate reconciliations were as follows: Years Ended December 31, 2023 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of U.S. federal benefit 1.6 1.8 ( 4.4 ) Foreign operations (1) ( 1.1 ) ( 2.8 ) 27.1 Contribution- and margin-based taxes 0.8 1.6 4.4 Changes in uncertain tax positions ( 1.1 ) ( 0.1 ) 0.5 Non-deductible compensation 5.6 3.8 10.9 Provision to return adjustments ( 0.3 ) ( 2.0 ) 8.0 Effect of law changes — 0.1 ( 5.4 ) Stock-based compensation 0.1 ( 0.3 ) ( 4.3 ) Long-term capital loss — — ( 42.4 ) Non-deductible goodwill impairment charge — 5.2 — Other (2) ( 0.6 ) 0.3 ( 5.0 ) Effective tax rate 26.0 % 28.6 % 10.4 % (1) Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, the impact of foreign tax rate differences from the U.S. Federal rate and permanent items related to foreign operations. 89 (2) In the year ended December 31, 2021, the impact of “Other” on the effective tax rate was disproportionately high compared to 2022 and 2023 due to the low income from continuing operations before income tax provision in 2021. For 2021, “Other” is primarily composed of ( 3.6 )% of U.S. Federal tax credits and ( 1.8 )% of U.S. Federal tax permanent adjustments. 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) 2023 2022 Deferred tax asset Net operating loss and other tax attribute carryforwards $ 29 $ 40 Accrued expenses 65 55 Pension and other retirement obligations 6 6 Other 31 16 Total deferred tax asset 131 117 Valuation allowance ( 18 ) ( 35 ) Total deferred tax asset, net 113 82 Deferred tax liability Intangible assets ( 97 ) ( 112 ) Property and equipment ( 309 ) ( 261 ) Other ( 29 ) ( 24 ) Total deferred tax liability ( 435 ) ( 397 ) Net deferred tax liability $ ( 322 ) $ ( 315 ) The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows: December 31, (In millions) 2023 2022 Other long-term assets $ 15 $ 4 Deferred tax liability ( 337 ) ( 319 ) Net deferred tax liability $ ( 322 ) $ ( 315 ) Operating Loss and Tax Credit Carryforwards Our operating loss and tax credit carryforwards were as follows: December 31, (In millions) Expiration Date 2023 2022 Tax effect (before federal benefit) of state net operating losses Various times starting in 2024 (1) $ 6 $ 26 Federal tax credit carryforwards Various times starting in 2033 — 1 State tax credit carryforward Various times starting in 2024 (1) 1 2 Foreign net operating losses available to offset future taxable income Various times starting in 2025 (1) 90 69 (1) Some credits and losses have unlimited carryforward periods. 90 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, 2023 $ 35 $ 1 $ ( 18 ) $ 18 Year Ended December 31, 2022 35 1 ( 1 ) 35 Year Ended December 31, 2021 36 43 ( 44 ) 35 Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, (In millions) 2023 2022 2021 Beginning balance $ 6 $ 7 $ 9 Additions for tax positions of prior years 2 1 — Reductions for tax positions of prior years — ( 1 ) ( 1 ) Settlements with tax authorities — — ( 1 ) Reductions due to the statute of limitations ( 4 ) ( 1 ) — Ending balance $ 4 $ 6 $ 7 Interest and penalties 2 3 2 Gross unrecognized tax benefits $ 6 $ 9 $ 9 Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year $ 6 $ 6 $ 7 We could reflect a reduction to unrecognized tax benefits of up to $ 1 million over the next 12 months due to the statute of limitations lapsing on positions or because tax positions are sustained on audit. We are subject to taxation in the United States and various state and foreign jurisdictions. As of December 31, 2023, we have no tax years under examination by the IRS. We have various U.S. state and local examinations and non-U.S. examinations in process. The U.S. federal tax returns after 2020, state and local returns after 2016, and non-U.S. returns after 2014 are open under relevant statutes of limitations and are subject to audit. 17. 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. 91 The computations of basic and diluted earnings per share were as follows: Years Ended December 31, (In millions, except per share data) 2023 2022 2021 Net income from continuing operations attributable to common shares $ 192 $ 184 $ 96 Net income (loss) from discontinued operations attributable to common shares ( 3 ) 482 240 Net income attributable to common shares, basic $ 189 $ 666 $ 336 Basic weighted-average common shares 116 115 112 Dilutive effect of stock-based awards 2 1 2 Diluted weighted-average common shares 118 116 114 Basic earnings from continuing operations per share $ 1.66 $ 1.60 $ 0.85 Basic earnings (loss) from discontinued operations per share ( 0.02 ) 4.19 2.14 Basic earnings per share $ 1.64 $ 5.79 $ 2.99 Diluted earnings from continuing operations per share $ 1.62 $ 1.59 $ 0.83 Diluted earnings (loss) from discontinued operations per share ( 0.02 ) 4.17 2.10 Diluted earnings per share $ 1.60 $ 5.76 $ 2.93 18. Commitments and Contingencies We are involved, and expect to continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, environmental liability, commercial disputes, insurance coverage disputes and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We review and adjust accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted. 92 Insurance Contribution Litigation In April 2012, Allianz Global Risks US Insurance Company sued eighteen insurance companies in a case captioned Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552). Allianz Global Risks US Ins. Co. (“Allianz”) sought contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). Defendants had insured Freightliner’s assets, which DTNA acquired in 1981. Con-way, Freightliner’s former parent company, intervened. We acquired Con-way in 2015. Con-way and Freightliner had self-insured under fronting agreements with defendant insurers ACE, Westport, and General. Under those agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. Con-way’s captive insurer, Centron, was also a named defendant. After a seven-week jury trial in 2014, the jury found that Con-way and the fronting insurers never intended that the insurers defend or indemnify any claims against Freightliner. In June 2015, Allianz appealed to the Oregon Court of Appeals. In May 2019, the Oregon Court of Appeals upheld the jury verdict. In September 2019, Allianz appealed to the Oregon Supreme Court. In March 2021, the Oregon Supreme Court reversed the jury verdict, holding that it was an error to allow the jury to decide how the parties intended the fronting policies to operate, and also holding that the trial court improperly instructed the jury concerning one of the pollution exclusions at issue. In July 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. In June 2023, the trial court decided the parties’ cross-motions for summary judgment, leaving open the pollution exclusion and allocation issues. The trial on the pollution exclusion issue is scheduled to take place in the spring of 2024, and the trial on allocation of defense costs among the applicable insurance policies is set for the fall of 2024. We have accrued an immaterial amount for the potential exposure associated with ultimate allocation to the relevant policies; however, any losses that may arise in connection with the fronting policies issued by defendant insurers ACE, Westport, and General are not reasonably estimable at this time. 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. The Company has met with the County attorneys and the Los Angeles City Attorney on multiple occasions. We are assessing the allegations and the underlying facts and continue to engage with the County and Los Angeles City Attorneys to address the alleged violations and negotiate potential monetary sanctions or settlement amount. We have accrued an immaterial amount for the potential exposure associated with this matter. 93 19. Quarterly Financial Data (Unaudited) Our unaudited results of operations for each of the quarters in the years ended December 31, 2023 and 2022 are summarized below: (In millions, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2023 Revenue $ 1,907 $ 1,917 $ 1,980 $ 1,940 Operating income 58 107 154 119 Income from continuing operations 17 31 86 58 Income (loss) from discontinued operations, net of taxes ( 3 ) 2 ( 2 ) — Net income 14 33 84 58 Net income (loss) attributable to common shareholders: Continuing operations 17 31 86 58 Discontinued operations ( 3 ) 2 ( 2 ) — Net income attributable to common shareholders 14 33 84 58 Basic earnings (loss) per share: (1) Continuing operations 0.15 0.27 0.74 0.50 Discontinued operations ( 0.02 ) 0.01 ( 0.01 ) — Basic earnings per share attributable to common shareholders 0.13 0.28 0.73 0.50 Diluted earnings (loss) per share: (1) Continuing operations 0.15 0.27 0.72 0.49 Discontinued operations ( 0.02 ) 0.01 ( 0.01 ) — Diluted earnings per share attributable to common shareholders 0.13 0.28 0.71 0.49 (1) The sum of the quarterly earnings (loss) per share may not equal year-to-date amounts due to differences in the weighted-average number of shares outstanding during the respective periods. 94 (In millions, except per share data) First Quarter (2) Second Quarter Third Quarter Fourth Quarter (3) 2022 Revenue $ 1,894 $ 2,047 $ 1,946 $ 1,831 Operating income 63 171 139 4 Income (loss) from continuing operations 32 96 92 ( 36 ) Income (loss) from discontinued operations, net of taxes 456 45 39 ( 58 ) Net income (loss) 488 141 131 ( 94 ) Net income (loss) attributable to common shareholders: Continuing operations 32 96 92 ( 36 ) Discontinued operations 456 45 39 ( 58 ) Net income (loss) attributable to common shareholders 488 141 131 ( 94 ) Basic earnings (loss) per share: (1) Continuing operations 0.28 0.83 0.80 ( 0.31 ) Discontinued operations 3.97 0.40 0.34 ( 0.50 ) Basic earnings (loss) per share attributable to common shareholders 4.25 1.23 1.14 ( 0.81 ) Diluted earnings (loss) per share: (1) Continuing operations 0.28 0.83 0.79 ( 0.31 ) Discontinued operations 3.94 0.39 0.34 ( 0.50 ) Diluted earnings (loss) per share attributable to common shareholders 4.22 1.22 1.13 ( 0.81 ) (1) The sum of the quarterly earnings (loss) per share may not equal year-to-date amounts due to differences in the weighted-average number of shares outstanding during the respective periods. (2) Income from discontinued operations, net of tax during the first quarter of 2022 included the gain on the sale of our intermodal business of approximately $ 372 million. (3) The fourth quarter of 2022 included a goodwill impairment charge of $ 64 million, transaction and integration costs of $ 42 million and restructuring costs of $ 35 million. 95 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.