XPO · XPO

442 filings

8-K

XPO 8-K Current Reports

XPO - 442 current reports

Filing record · 2016–202610-K1110-Q338-K243

Showing 1-50 of 442 filings

8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Oct 29, 2026)

On October 29, 2026, XPO, Inc. furnished an investor presentation under Item 7.01 of Form 8-K (Exhibit 99.1). The presentation is furnished rather than filed for Section 18 purposes, and it should be read together with the company's filings with the SEC, including the Form 10-Q for the quarter ended September 30, 2026. It reports third-quarter 2026 revenue of $2.37 billion, operating income of $288 million, net income of $181 million, diluted EPS of $1.53, adjusted net income of $200 million, adjusted diluted EPS of $1.70, and adjusted EBITDA of $433 million. Operating cash flow was $415 million. The company cites revenue up 12% year over year, adjusted EBITDA up 27%, and adjusted diluted EPS up 59%. The North American LTL segment is the core of the story. It generated third-quarter revenue of $1.47 billion, adjusted EBITDA of $389 million, and an adjusted operating ratio of 80.1%, which the filing states improved 260 basis points year over year. Tonnage per day rose 5%, and yield excluding fuel improved 3.6% year over year. The company describes a multi-year LTL plan targeting 2021 through 2027 revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 basis points. European Transportation reported third-quarter revenue of $900 million and adjusted EBITDA of $48 million. For full-year 2026, the company expects total gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, pension income of approximately $14 million, an adjusted effective tax rate of 23% to 24%, and approximately 118 million diluted shares. It also targets capex of 8% to 12% of revenue on average through 2027.

Oct 29, 2026 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Oct 29, 2026)

XPO, Inc. (NYSE: XPO) reported third quarter 2026 results on October 29, 2026, per Exhibit 99.1 furnished with this Form 8-K. Revenue rose to $2.37 billion from $2.11 billion, operating income increased to $288 million from $164 million, and net income reached $181 million versus $82 million a year earlier. Diluted EPS was $1.53 compared with $0.68, and adjusted diluted EPS was $1.70 compared with $1.07, a 58.9% increase. Adjusted EBITDA was $433 million versus $342 million, a 26.6% increase. The third quarter 2025 results included a $35 million charge related to environmental and product liability claims tied to a former Con-way subsidiary. North American Less-Than-Truckload (LTL) was the primary driver. Segment revenue grew 17.4% to $1.47 billion, adjusted operating income rose 35.0% to $293 million, and adjusted operating ratio improved 260 basis points to 80.1%. Yield excluding fuel increased 3.6%, shipments per day rose 5.8%, and tonnage per day rose 5.0%. European Transportation revenue grew 5.0% to $900 million, with operating income of $12 million compared with a $2 million loss a year earlier. Management cited accelerating free cash flow and capital return to shareholders. In the quarter, XPO generated $415 million of operating cash flow, ended with $260 million of cash and cash equivalents, and completed $123 million of net capital expenditures, $150 million of common stock repurchases and $100 million of term loan repayments. For the nine months ended September 30, 2026, diluted EPS was $3.75 and net income was $444 million, compared with $2.15 and $257 million a year earlier.

Oct 29, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Sep 3, 2026)

XPO, Inc. furnished an 8-K on September 3, 2026 under Item 7.01 (Regulation FD Disclosure) to provide operating metrics for its North American Less-Than-Truckload (LTL) segment. The filing reports final July 2026 metrics: LTL tonnage per day increased 5.8% year over year, driven by a 5.9% increase in shipments per day offset by a 0.2% decrease in weight per shipment. The information is furnished, not filed, and is not subject to Section 18 liabilities. Attached as Exhibit 99.1 is a press release issued the same day providing preliminary LTL operating metrics for August 2026. Preliminary August tonnage per day increased 3.7% year over year, reflecting a 5.7% increase in shipments per day and a 1.8% decrease in weight per shipment. The company cautions that actual August results may vary from the preliminary figures and that monthly operating results are not necessarily indicative of future periods. For investors, the filing is primarily a monthly operating update rather than a financial results release. Shipment volume growth outpaced tonnage growth in both months, indicating that smaller average shipment weights are a continuing feature of the volume trend. The filing contains no earnings, guidance, or financial statement data.

Sep 3, 2026 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Jul 30, 2026)

XPO, Inc. reported second-quarter 2026 results in an 8-K furnished under Item 2.02, with a press release (Exhibit 99.1) dated July 30, 2026. Revenue rose to $2.36 billion from $2.08 billion, operating income increased to $271 million from $198 million, and net income reached $162 million compared with $106 million. Diluted EPS was $1.36 versus $0.89, and adjusted diluted EPS, a non-GAAP measure, was $1.70 versus $1.05. Adjusted EBITDA was $434 million versus $340 million. The company said adjusted diluted EPS grew 56% year over year, or 25% adjusted EBITDA growth excluding real estate gains. The results were driven mainly by North American Less-Than-Truckload (LTL), where revenue reached $1.43 billion, operating income rose to $285 million from $199 million, and adjusted operating ratio improved 300 basis points to 79.9%. Management cited yield growth excluding fuel, productivity gains and higher fuel surcharge revenue, partly offset by higher fuel costs and wage inflation. Shipments per day rose 2.8% and tonnage per day rose 1.0%. The European Transportation segment posted a $6 million operating loss, compared with $11 million of operating income a year earlier, due primarily to restructuring. Its revenue increased to $927 million. Cash flow and balance sheet items were also reported. The company generated $308 million of operating cash flow in the quarter and ended with $298 million of cash and cash equivalents after $101 million of net capital expenditures, $70 million of common stock repurchases and $70 million of term loan repayments. Long-term debt was $3.05 billion at June 30, 2026, compared with $3.25 billion at December 31, 2025.

Jul 30, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Jul 30, 2026)

XPO, Inc. furnished an investor presentation dated July 30, 2026 under Item 7.01 (Regulation FD) as Exhibit 99.1. The presentation is to be read together with the Company's SEC filings, including its Form 10-Q for the quarter ended June 30, 2026. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation reports second-quarter 2026 revenue of $2.36 billion, operating income of $271 million, net income of $162 million, and diluted EPS of $1.36. Adjusted EBITDA was $434 million and adjusted diluted EPS was $1.70. Revenue rose 13% year over year, adjusted EBITDA rose 25% and adjusted diluted EPS rose 56%, with the adjusted figures excluding real estate gains. North American LTL posted a record adjusted operating ratio of 79.9%, improved 300 basis points year over year, on revenue of $1.43 billion. European Transportation generated $927 million of revenue and $48 million of adjusted EBITDA. The presentation restates the Company's 2021–2027 North American LTL targets: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 basis points. It also sets full-year 2026 expectations for gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, pension income of approximately $14 million, an adjusted effective tax rate of 23% to 24%, and a diluted share count of approximately 118 million.

Jul 30, 2026 8-K

Leadership ChangesOther EventsExhibits & Filings

XPO 8-K Report, Executive Changes (Jul 27, 2026)

XPO, Inc. filed a Form 8-K dated July 27, 2026 to report that its Board of Directors appointed Mr. Michael Kneeland as a director, effective July 27, 2026. The Board made the appointment on July 24, 2026. Mr. Kneeland is non-executive chairman of United Rentals, previously served as its chief executive officer from 2007 to 2019, and has been a director of GXO Logistics, Inc. since 2025 and non-executive chair of Gildan Activewear Inc. since 2024. The filing states that the appointment expands the board to eight members, seven of whom are independent, according to the attached press release. Under the Company's bylaws, Mr. Kneeland will serve an initial term until the 2027 annual meeting of stockholders. As a non-employee director, he will receive an annual cash retainer of $80,000 and an annual restricted stock unit grant currently valued at $190,000, granted on the first business day of each calendar year and vesting on the first business day of the next calendar year. On July 27, 2026, he received a prorated grant of 388 RSUs vesting on January 4, 2027. The filing reports no related party transactions with Mr. Kneeland under Item 404(a) of Regulation S-K and no family relationships with directors or executive officers. For investors, this is a governance-level event with no financial results, guidance, or transaction terms disclosed in the filing. The board addition is the main item, and the compensation details are the only quantified terms.

Jul 27, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Jun 3, 2026)

XPO, Inc. furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) on June 3, 2026, providing operating metrics for its North American Less-Than-Truckload (LTL) segment. The filing states that LTL tonnage per day decreased 1.5% in April 2026 compared with April 2025, reflecting a 0.2% year-over-year increase in shipments per day offset by a 1.7% decrease in weight per shipment. These are described as final figures for April 2026. The same day, the company issued a press release (Exhibit 99.1) reporting preliminary LTL operating metrics for May 2026. Per that release, LTL tonnage per day increased 0.5% versus May 2025, driven by a 3.3% year-over-year increase in shipments per day and a 2.7% decrease in weight per shipment. The release cautions that actual May 2026 results may vary from the preliminary figures. The filing is primarily an operating data update rather than a financial results report; it contains no earnings, revenue, or guidance figures. The company furnishes the information under Regulation FD, so it is not deemed filed under Section 18 of the Exchange Act. The filing describes XPO as serving 55,000 customers with 594 locations and 37,000 employees in North America and Europe.

Jun 3, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

XPO 8-K Report, Material Agreement (Jun 1, 2026)

XPO, Inc. filed this Form 8-K on June 1, 2026, reporting that on May 29, 2026 it entered into two new senior secured credit facilities and amended its existing term loan. Under Amendment No. 11 to its Senior Secured Term Loan Credit Agreement dated October 30, 2015, the company incurred a new $385 million Term B-4 loan (the 2026 Term Loan B Facility) maturing February 1, 2031. Its proceeds, together with a new Term Loan A facility, will be used to refinance all indebtedness under the existing Term Loan B Credit Agreement. The new $500 million Senior Secured Term Loan A Credit Facility, arranged with Wells Fargo Bank, National Association as administrative agent, matures May 29, 2029. That maturity may spring to 91 days before the maturity of the company's 6.250% Senior Secured Notes due 2028, unless the notes outstanding are $350 million or less or Liquidity covers them. Term Loan A is drawn in full at closing, and its proceeds will partly repay the Term Loan B and cover transaction costs. Both facilities are guaranteed by wholly-owned domestic restricted subsidiaries and secured by substantially all assets on a pari passu basis with the existing revolving credit facility. The Term Loan A carries a Consolidated Secured Net Leverage Ratio covenant of not greater than 3.00 to 1.00 before a Fall-Away Event (investment grade ratings from at least two agencies) and an Interest Coverage Ratio of at least 2.00 to 1.00. Pricing steps down by 0.125% upon achieving specified leverage thresholds.

Jun 1, 2026 8-K

Leadership Changes

XPO 8-K Report, Executive Changes (May 26, 2026)

XPO, Inc. filed a Form 8-K dated May 26, 2026 under Item 5.02, disclosing the planned departure of Wendy Cassity as chief legal officer and corporate secretary. According to the filing, Cassity notified the company on May 20, 2026 of her intention to resign, effective on or about June 18, 2026, citing personal reasons. The filing contains no financial results, guidance, or operational updates. Its only substantive content concerns this executive leadership transition in the legal and corporate secretary roles. The report was signed by Chief Financial Officer Kyle Wismans. For investors, the event is a routine officer change disclosed in the filing; the report does not name a successor or describe any interim arrangements.

May 26, 2026 8-K

Shareholder Matters

XPO 8-K Report, Shareholder Vote Results (May 19, 2026)

XPO, Inc. held its 2026 annual meeting of stockholders on May 19, 2026. Stockholders elected all seven of the company's director nominees: Mario Harik, Bella Allaire, J. Wes Frye, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr. Each nominee received more votes for than against, with Allison Landry recording the most votes for (106,563,698) and the fewest against (109,533) and Michael G. Jesselson recording the most votes against (1,335,993). Stockholders also ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for, 252,095 against, and 57,090 abstentions. In a non-binding advisory vote, stockholders approved the company's executive compensation, with 105,514,627 votes for, 1,094,492 against, and 95,069 abstentions, plus 4,266,348 broker non-votes. The filing is a routine Item 5.07 disclosure of voting results. It refers to the company's definitive proxy statement on Schedule 14A for the full description of each proposal. The report was signed by Wendy Cassity, Chief Legal Officer and Corporate Secretary.

May 19, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Apr 30, 2026)

XPO, Inc. furnished an investor presentation dated April 30, 2026 as Exhibit 99.1 to a Current Report on Form 8-K under Regulation FD. The presentation is intended for use in future investor meetings and is to be read together with the company's filings with the SEC, including its Form 10-Q for the quarter ended March 31, 2026. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The presentation reports first-quarter 2026 results: revenue of $2.10 billion, operating income of $174 million, net income of $101 million, diluted EPS of $0.85, adjusted net income of $121 million, adjusted diluted EPS of $1.01, and adjusted EBITDA of $319 million. North American LTL revenue was $1.23 billion with adjusted EBITDA of $290 million and an adjusted operating ratio of 83.9%. European Transportation revenue was $868 million with adjusted EBITDA of $33 million. The company states that LTL adjusted operating ratio improved by 200 basis points year over year and by 570 basis points over three years. The presentation also restates long-term targets for North American LTL covering 2021 through 2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 basis points. Full-year 2026 expectations include gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, pension income of about $14 million, an adjusted effective tax rate of 23% to 24%, and a diluted share count of about 118 million.

Apr 30, 2026 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Apr 30, 2026)

XPO, Inc. (NYSE: XPO) reported first quarter 2026 results in a press release dated April 30, 2026, furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Total revenue rose to $2.10 billion from $1.95 billion, up 7.3%, and operating income increased to $174 million from $151 million. Net income was $101 million versus $69 million, and diluted EPS was $0.85 compared with $0.58. Adjusted diluted EPS, a non-GAAP measure, was $1.01 versus $0.73, and adjusted EBITDA was $319 million versus $278 million, up 14.7%. The North American Less-Than-Truckload segment drove most of the improvement. Its revenue grew 4.9% to $1.23 billion, adjusted operating income rose 20.0% to $198 million, and adjusted operating ratio improved 200 basis points to 83.9%. Yield excluding fuel increased 4.0% and shipments per day rose 3.0%, while tonnage per day was essentially flat at 0.1% growth. The European Transportation segment grew revenue 11.0% to $868 million but posted an operating loss of $6 million, compared with income of $1 million a year earlier, and its adjusted EBITDA was $33 million versus $32 million. Cash flow and balance sheet items were also reported. Operating cash flow was $183 million, net capital expenditures were $104 million, and the company repurchased $30 million of common stock and repaid $30 million of term loans. Cash and cash equivalents ended the quarter at $237 million, down from $310 million at December 31, 2025. Management, led by Chairman and CEO Mario Harik, described the quarter as an acceleration in performance and said the company has a path to compounding earnings growth and accelerating free cash flow as freight demand recovers.

Apr 30, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Mar 2, 2026)

XPO, Inc. filed a Form 8-K on March 2, 2026 under Item 7.01 (Regulation FD Disclosure) to furnish operating metrics for its North American Less-Than-Truckload (LTL) segment. The filing states that, for January 2026, there was no change in tonnage per day compared with January 2025, reflecting a year-over-year increase of 1.2% in shipments per day offset by a decrease of 1.2% in weight per shipment. These are described as final operating metrics for January. Through Exhibit 99.1, a press release dated March 2, 2026, the company also reported preliminary LTL segment operating metrics for February 2026. Tonnage per day increased 0.2% compared with February 2025, driven by a year-over-year increase of 3.0% in shipments per day and a decrease of 2.8% in weight per shipment. The company cautions that actual February results may vary from these preliminary figures and that February results are not necessarily indicative of future periods. The information is furnished rather than filed, so it is not subject to Section 18 liabilities of the Exchange Act. The report is signed by CFO Kyle Wismans. Because the filing contains only monthly operating data, it offers a snapshot of LTL volume trends rather than full-period financial results.

Mar 2, 2026 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Feb 5, 2026)

On February 5, 2026, XPO, Inc. furnished under Item 7.01 (Regulation FD Disclosure) an Investor Overview slide presentation for Q4 2025, dated February 2026, which it expects to use in future investor presentations. The filing states the materials are to be read together with the Company's Form 10-K for the fiscal year ended December 31, 2025, and the information is furnished rather than filed for Exchange Act Section 18 purposes. The presentation reports fourth-quarter 2025 revenue of $2.01 billion, operating income of $143 million, net income of $59 million, diluted EPS of $0.50, adjusted net income of $105 million, adjusted diluted EPS of $0.88, adjusted EBITDA of $312 million, and cash flow from operating activities of $226 million. The presentation emphasizes North American LTL performance. For Q4 2025, the LTL segment reported $1.17 billion in revenue, $285 million in adjusted EBITDA, and an adjusted operating ratio of 84.4%, which the filing says improved by 180 bps year over year. LTL yield excluding fuel rose 5.2% year over year, and the company reports that its outsourced linehaul miles declined by 560 bps year over year. The company restates its 2021–2027 LTL targets of revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. For full-year 2026, the presentation provides planning assumptions: total gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, pension income of approximately $14 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of approximately 118 million. The European Transportation segment reported Q4 2025 revenue of $846 million and adjusted EBITDA of $32 million.

Feb 5, 2026 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Feb 5, 2026)

XPO, Inc. reported fourth-quarter 2025 revenue of $2.01 billion, up from $1.92 billion a year earlier, and adjusted EBITDA of $312 million, up from $303 million. GAAP diluted EPS fell to $0.50 from $0.63, and net income fell to $59 million from $76 million. The filing attributes the decline mainly to a $21 million reduction in real estate gains and a $23 million increase in restructuring expense, primarily from previously granted equity awards tied to the transition in board leadership. Adjusted diluted EPS was $0.88 versus $0.89, and the release states that adjusted diluted EPS excluding real estate gains was $0.80 versus $0.68. In North American Less-Than-Truckload (LTL), revenue rose to $1.17 billion from $1.16 billion, and adjusted operating income rose to $181 million from $159 million. The adjusted operating ratio improved 180 basis points to 84.4%. Yield excluding fuel increased 5.2%, while shipments per day decreased 1.6% and tonnage per day decreased 4.5%. The European Transportation segment grew revenue 10.6% to $846 million, but still posted an operating loss of $13 million. For full-year 2025, revenue was $8.157 billion versus $8.072 billion, net income was $316 million versus $387 million, and operating cash flow was $986 million versus $808 million. Cash and cash equivalents ended the year at $310 million.

Feb 5, 2026 8-K

Leadership Changes

XPO 8-K Report, Executive Changes (Dec 15, 2025)

XPO, Inc. reported in an 8-K filed December 15, 2025 that Bradley S. Jacobs will step down from the Company's Board of Directors effective December 31, 2025. At that time he will also transition from his role as Executive Chairman to a Special Advisor role, which lasts until June 30, 2026. During this period he will continue to receive his same salary and bonus compensation. The Board appointed director Mario Harik as Chairman of the Board, effective January 1, 2026. Mr. Harik also serves as the Company's Chief Executive Officer, so the roles of Chairman and CEO will be combined in one person beginning in 2026. For investors, the filing is a leadership transition notice rather than a financial disclosure. It contains no financial results, guidance, or quantified financial impacts. The main points to track are the change in board leadership and the continuity of Mr. Jacobs' compensation through his advisory period.

Dec 15, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Dec 1, 2025)

XPO, Inc. furnished an 8-K on December 1, 2025 under Item 7.01 (Regulation FD Disclosure) reporting operating metrics for its North American Less-Than-Truckload (LTL) segment. The company issued a press release (Exhibit 99.1) providing preliminary LTL operating metrics for November 2025, which showed LTL tonnage per day decreased 5.4% year over year, attributable to a 2.2% decrease in shipments per day and a 3.2% decrease in weight per shipment. The release cautions that actual November 2025 results may vary from the preliminary figures. In the same filing, XPO provided final operating metrics for October 2025. Weight per day decreased 3.8% compared with October 2024, reflecting a 1.4% year-over-year decrease in shipments per day and a 2.4% decrease in weight per shipment. Together, the two months show year-over-year declines in both shipment volume and shipment weight in the North American LTL business. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The filing is a monthly operating data update and contains no financial statements, guidance changes, or other earnings results. It was signed by CFO Kyle Wismans.

Dec 1, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Oct 30, 2025)

On October 30, 2025, XPO, Inc. furnished an investor presentation as Exhibit 99.1 to this Form 8-K under Regulation FD. The presentation is for use in future investor meetings and is not deemed filed under the Exchange Act. It should be read with XPO's SEC filings, including its Form 10-Q for the quarter ended September 30, 2025. For the third quarter of 2025, XPO reported revenue of $2.11 billion, operating income of $164 million, net income of $82 million, and diluted EPS of $0.68. Adjusted EBITDA was $342 million, up 6% year over year, and adjusted diluted EPS was $1.07, up 11%. Results include a $35 million charge ($27 million after tax, or $0.23 per share) tied to environmental and product liability claims involving a former Con-way subsidiary. North American LTL delivered revenue of $1.26 billion, adjusted EBITDA of $308 million, and an adjusted operating ratio of 82.7%, improved 150 bps year over year. European Transportation generated revenue of $857 million and adjusted EBITDA of $38 million. The presentation reiterates long-term North American LTL targets for 2021 through 2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. It also updates full-year 2025 planning assumptions, including total gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of 120 million.

Oct 30, 2025 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Oct 30, 2025)

XPO, Inc. furnished a press release under Item 2.02 reporting results for the quarter ended September 30, 2025. Revenue rose 2.8% to $2.11 billion from $2.05 billion, while operating income fell 6.8% to $164 million from $176 million and net income fell 13.7% to $82 million from $95 million. Diluted EPS was $0.68, down from $0.79. The decline reflects a $35 million charge in the Corporate segment for environmental and product liability claims tied to a former subsidiary of Con-way, which was sold before XPO acquired Con-way in 2015. The company said that charge reduced EPS by $0.23 after tax. Excluding non-GAAP items, adjusted diluted EPS rose 4.9% to $1.07 from $1.02, and adjusted EBITDA rose 2.7% to $342 million from $333 million. The North American Less-Than-Truckload segment drove the improvement. Its revenue was $1.26 billion, and adjusted operating income grew 9.6% to $217 million. The adjusted operating ratio improved by 150 basis points to 82.7%. Yield excluding fuel increased 5.9%, while shipments per day fell 3.5% and tonnage per day fell 6.1%. Management cited profitable share gains in the local channel and AI-driven productivity improvements. European Transportation revenue rose 6.7% to $857 million, but it posted an operating loss of $2 million, and its adjusted EBITDA fell to $38 million from $44 million. Cash flow and balance sheet items were also reported. The company generated $371 million of operating cash flow in the quarter and ended with $335 million of cash and cash equivalents after $150 million of net capital expenditures. It repurchased $50 million of common stock and repaid $50 million of term loan financing. Long-term debt was $3.22 billion at September 30, 2025. Chief Executive Officer Mario Harik said the company continued to exceed expectations in a soft freight environment.

Oct 30, 2025 8-K

Other Events

XPO 8-K Report, Corporate Update (Oct 23, 2025)

XPO, Inc. filed a Form 8-K on October 23, 2025 under Item 8.01 (Other Events) to disclose an expected charge tied to long-running litigation. The matter, Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al. in Multnomah County Circuit Court, dates to Allianz's 2012 suit and has been ongoing since XPO's 2015 acquisition of Con-way. A trial to allocate defense and indemnity costs among applicable insurance policies took place in early October 2025. The Company states that, although no final judgment has been entered, it expects to revise its estimate of its share of the liability and recognize a charge of approximately $35 million in the third quarter of 2025. The charge includes an allocation of defense and indemnity costs already incurred by Allianz and an estimate of future allocated costs. The filing notes that actual costs may differ from these estimates. The underlying claims involve environmental and product liability issues tied to truck and parts manufacturing plants of a Con-way subsidiary that was sold to a third party in 1981, before XPO acquired Con-way. The filing states the matter relates solely to this legacy truck manufacturing business and is unrelated to XPO's current Less-than-Truckload operations. Upon the Con-way acquisition, XPO assumed responsibility for any potential liability.

Oct 23, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Sep 3, 2025)

XPO, Inc. furnished a Form 8-K on September 3, 2025 under Item 7.01 (Regulation FD Disclosure) reporting operating metrics for its North American Less-Than-Truckload (LTL) segment. The filing states that final July 2025 metrics showed weight per day decreased 8.7% year over year versus July 2024, driven by a 5.6% decrease in shipments per day and a 3.3% decrease in weight per shipment. In the attached press release (Exhibit 99.1), XPO reported preliminary August 2025 LTL metrics: tonnage per day decreased 4.7% versus August 2024, attributable to a 3.4% decrease in shipments per day and a 1.3% decrease in weight per shipment. The company cautions that actual August 2025 results may vary from the preliminary figures and that August results are not necessarily indicative of future periods. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The release also includes standard forward-looking statement cautions, citing factors such as freight market recovery, cost and revenue initiatives, and the action plan to improve the North American LTL business.

Sep 3, 2025 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Jul 31, 2025)

XPO, Inc. reported its results for the fiscal quarter ended June 30, 2025 in a press release furnished as Exhibit 99.1 to this Form 8-K, dated July 31, 2025. Revenue was $2.08 billion, flat compared with $2.079 billion a year earlier, and operating income was $198 million versus $197 million. Net income fell to $106 million from $150 million, which the company attributed to lapping a one-time tax benefit related to the European business. Diluted EPS was $0.89 versus $1.25, and adjusted diluted EPS was $1.05 versus $1.12. Adjusted EBITDA was $340 million compared with $343 million. In North American Less-Than-Truckload (LTL), revenue was $1.24 billion, down from $1.27 billion, as shipments per day fell 5.1% and tonnage per day fell 6.7%. Yield excluding fuel rose 6.1%, and the adjusted operating ratio improved 30 basis points to 82.9%. Management highlighted a 53% reduction in purchased transportation expense as the company insourced linehaul miles. European Transportation revenue rose to $841 million from $808 million, but adjusted EBITDA declined to $44 million from $49 million. For the quarter, the company generated $247 million of operating cash flow and ended with $225 million of cash and cash equivalents after $191 million of net capital expenditures. The filing contains no guidance; it is a results announcement, and the press release's forward-looking statements cite risks including freight market conditions, cost inflation, and the effectiveness of the North American LTL action plan.

Jul 31, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Jul 31, 2025)

XPO, Inc. furnished an investor presentation dated July 31, 2025 (Exhibit 99.1) under Item 7.01 of this Form 8-K, to be used in future investor presentations. The presentation should be read together with the company's SEC filings, including the Form 10-Q for the quarter ended June 30, 2025. The filing states the information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation reports second-quarter 2025 consolidated revenue of $2.08 billion, operating income of $198 million, net income of $106 million, diluted EPS of $0.89, and adjusted diluted EPS of $1.05. North American LTL revenue was $1.24 billion with adjusted EBITDA of $300 million and an adjusted operating ratio of 82.9%, improved by 30 bps year over year. European Transportation revenue was $841 million with adjusted EBITDA of $44 million. Management highlights LTL yield, excluding fuel, up 6.1% year over year, purchased transportation expense down 53% year over year, and linehaul miles outsourced to third-party carriers reduced by 910 bps year over year. The presentation restates the company's LTL targets for 2021 to 2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. It also sets full-year 2025 expectations for total gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, pension income of approximately $6 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of 120 million.

Jul 31, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Jun 4, 2025)

XPO, Inc. filed a Current Report on Form 8-K on June 4, 2025, under Item 7.01 (Regulation FD Disclosure), furnishing operating metrics for its North American Less-Than-Truckload (LTL) segment. The filing reports final April 2025 results and preliminary May 2025 results. Both months show declines in volume, with shipments per day falling more sharply than weight per shipment. For April 2025, weight per day decreased 5.5% compared with April 2024. The company attributed this to a year-over-year decrease of 4.1% in shipments per day and a decrease of 1.4% in weight per shipment. For May 2025, LTL tonnage per day decreased 5.7% compared with May 2024, driven by a 5.0% decrease in shipments per day and a 0.7% decrease in weight per shipment. The company states that actual May results may vary from the preliminary figures and that its operating results for May 2025 are not necessarily indicative of future periods. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The attached Exhibit 99.1 is the June 4, 2025 press release that reports the May preliminary metrics. Shipment volume was the main driver of the decline in both months.

Jun 4, 2025 8-K

Shareholder Matters

XPO 8-K Report, Shareholder Vote Results (May 16, 2025)

XPO, Inc. reported in a Form 8-K dated May 16, 2025 that stockholders voted on three proposals at its 2025 annual meeting, held May 15, 2025. Stockholders elected all eight director nominees, ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025, and approved, on an advisory basis, the company's executive compensation. The proposals are described in the company's definitive proxy statement on Schedule 14A. All eight nominees received more votes for than against. Brad Jacobs, Bella Allaire, J. Wes Frye, Mario Harik, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr. were each elected. Bella Allaire drew the most opposition, with 9,501,393 votes against and 97,063,173 votes for. Brad Jacobs had 4,309,879 votes against. Votes against the other nominees ranged from 207,626 to 1,221,089. KPMG LLP's ratification received 111,432,580 votes for, 663,433 against, and 47,732 abstentions. The advisory say-on-pay vote received 105,328,923 votes for, 1,182,758 against, 101,946 abstentions, and 5,530,118 broker non-votes. The filing reports these results only and does not describe any further corporate actions.

May 16, 2025 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Apr 30, 2025)

XPO, Inc. reported first quarter 2025 results in a press release dated April 30, 2025, furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1.95 billion, down from $2.02 billion a year earlier, which the company attributed primarily to lower fuel surcharge revenue in the North American LTL segment. Operating income rose to $151 million from $138 million, and net income was $69 million versus $67 million. Diluted EPS was $0.58 compared with $0.56, while adjusted diluted EPS fell to $0.73 from $0.81. Adjusted EBITDA was $278 million, compared with $288 million a year earlier. In North American LTL, revenue was $1.17 billion versus $1.22 billion, and adjusted operating ratio was 85.9%, which the company described as a sequential improvement of 30 basis points compared with the fourth quarter of 2024. Yield excluding fuel increased 6.9%, while shipments per day fell 5.8% and tonnage per day fell 7.5%. Purchased transportation expense declined 52.6% in the segment, and CEO Mario Harik credited tech-driven labor productivity and third-party linehaul insourcing. European Transportation revenue was $782 million, down from $797 million, with adjusted EBITDA of $32 million versus $38 million. First quarter results included an $11 million benefit from a legal matter, which reflects the settlement of claims against certain truck manufacturers related to European Transportation purchases before 2015. Cash flow from operating activities was $142 million, net capital expenditures were $191 million, and cash and cash equivalents ended the quarter at $212 million.

Apr 30, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Apr 30, 2025)

XPO, Inc. furnished an Investor Overview slide presentation dated April 30, 2025 as Exhibit 99.1 to this Form 8-K under Regulation FD. The presentation, to be read together with the company's SEC filings including its Form 10-Q for the quarter ended March 31, 2025, reports first-quarter 2025 revenue of $1.95 billion, operating income of $151 million, net income of $69 million, diluted EPS of $0.58, adjusted diluted EPS of $0.73, and adjusted EBITDA of $278 million. Net income was $69 million versus $67 million a year earlier, and adjusted EBITDA was $278 million versus $288 million. Operating cash flow was $142 million. In North American LTL, revenue was $1.17 billion and adjusted EBITDA was $250 million, with an adjusted operating ratio of 85.9%, compared with 85.7% a year earlier. The company cites lower purchased transportation expense, down 52.6% year over year in the segment, and a 940 bps reduction in linehaul miles outsourced to third-party carriers, alongside LTL yield, excluding fuel, up 6.9% year over year. The presentation restates LTL targets for 2021 to 2027 of 6% to 8% revenue CAGR, 11% to 13% adjusted EBITDA CAGR, and an adjusted operating ratio improvement of at least 600 bps, and it projects full-year 2025 total gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, and a diluted share count of 120 million. The presentation is an investor-relations deck with forward-looking statements and non-GAAP reconciliations in its appendix. The company states the information is furnished, not filed, for purposes of Section 18 of the Exchange Act.

Apr 30, 2025 8-K

Other Events

XPO 8-K Report, Corporate Update (Mar 27, 2025)

XPO, Inc. filed a Form 8-K on March 27, 2025 to disclose that its Board of Directors, on March 26, 2025, authorized a new share repurchase program of up to $750 million of its common stock, par value $0.001 per share. The Repurchase Plan replaces the company's previous share repurchase plan, authorized in February 2019, which had $503 million remaining as of March 26, 2025. The new authorization is effective immediately. According to the filing, repurchases may be made from time to time at management's discretion through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The company states that the timing and number of shares repurchased will be opportunistic, depending on factors such as price, general business and market conditions, alternative investment opportunities, and funding considerations. The filing makes clear that the Repurchase Plan does not obligate XPO to repurchase any specific number of shares and may be suspended or discontinued at any time. The filing also includes standard forward-looking statement cautions, citing risks such as freight market recovery, North American LTL performance, indebtedness, and the expected benefits of the spin-offs of GXO Logistics, Inc. and RXO, Inc.

Mar 27, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Mar 4, 2025)

XPO, Inc. (NYSE: XPO) furnished a Form 8-K on March 4, 2025 under Item 7.01 (Regulation FD Disclosure), attaching Exhibit 99.1, a press release providing preliminary operating metrics for its North American Less-Than-Truckload (LTL) segment for February 2025. The filing states that LTL tonnage per day decreased 8.1% compared with February 2024, driven by a 6.2% decrease in shipments per day and a 2.0% decrease in weight per shipment. The company cautions that actual February 2025 results may vary from these preliminary figures and that February results are not necessarily indicative of future periods. Chief Executive Officer Mario Harik said February volume outperformed seasonal trends relative to January, in line with the company's expectations for the quarter-to-date. He described the industry pricing environment as favorable and said XPO is executing initiatives to drive sequential pricing growth throughout 2025, supporting its margin outlook. The disclosure is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The release contains forward-looking statements, with risks including freight market recovery, cost and revenue initiatives, and the North American LTL action plan.

Mar 4, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

XPO 8-K Report, Material Agreement (Feb 26, 2025)

XPO, Inc. filed this Form 8-K on February 26, 2025 to report that it entered into two new credit facilities and retired its prior debt arrangements. Under a Refinancing Amendment (Amendment No. 10 to its Senior Secured Term Loan Credit Agreement), lenders provided a $700 million Refinancing Term Loan B-2 Facility, maturing May 24, 2028, and a $400 million Refinancing Term Loan B-3 Facility, maturing February 1, 2031. The proceeds will refinance all indebtedness under the existing term loan credit agreement. Term SOFR loans bear interest at Term SOFR plus 1.75%, with a 0.25% reduction available once the Consolidated First Lien Net Leverage Ratio is at or below 1.21 to 1.00 after September 30, 2025. The company also entered into a new Revolving Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, providing an initial $600 million of revolving commitments, of which $200 million is available for letters of credit, with a maturity date of April 30, 2030. The revolver is available in U.S. and Canadian dollars and replaces the former ABL revolving credit facility, which the company terminated on the closing date. Both facilities are secured by substantially all assets of the company and its guarantor subsidiaries on a pari passu basis, and the filing notes that certain liens on real property, rolling stock and titled assets were released under the amendment. The revolver includes covenants such as a Consolidated Secured Net Leverage Ratio of not greater than 3.00 to 1.00 and an Interest Coverage Ratio of at least 2.00 to 1.00 before a Fall-Away Event, which occurs upon investment grade ratings from at least two rating agencies. After a Fall-Away Event, the covenant changes to a Consolidated Total Net Leverage Ratio of 4.00 to 1.00. For investors, the transaction extends debt maturities and restructures the company's secured borrowing base, with the principal amounts and covenant levels described in the filing.

Feb 26, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Feb 6, 2025)

XPO, Inc. released an investor presentation on February 6, 2025, furnished under Item 7.01 and Exhibit 99.1 for use in future investor meetings. The deck is meant to be read with the company's SEC filings, including its Form 10-K for the year ended December 31, 2024. It reports fourth-quarter 2024 revenue of $1.92 billion, operating income of $148 million (up 24% year over year), and adjusted EBITDA of $303 million (up 15%). Adjusted diluted EPS was $0.89, up 16% year over year, and results include $26 million ($34 million pre-tax, or $0.21 per diluted share) of gains from real estate sales. The North American LTL segment is the focus. Q4 2024 LTL revenue was $1.16 billion, adjusted EBITDA was $280 million (up 20%), and the adjusted operating ratio was 86.2%, improved by 30 bps. For full-year 2024, the LTL adjusted operating ratio improved by 260 bps, which the company describes as better than its target range. The company set 2021–2027 LTL targets of 6% to 8% revenue CAGR, 11% to 13% adjusted EBITDA CAGR, and an adjusted operating ratio improvement of at least 600 bps. It also reports that 2024 gross capex was 14.6% of LTL revenue and that it is targeting capex of 8% to 12% of revenue on average through 2027. For full-year 2025, the company expects total gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, pension income of about $6 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of 120 million.

Feb 6, 2025 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Feb 6, 2025)

XPO, Inc. (NYSE: XPO) furnished a press release reporting results for the fourth quarter and year ended December 31, 2024. For the fourth quarter, diluted earnings from continuing operations per share were $0.63, compared with $0.49 in the same period of 2023, and adjusted diluted EPS was $0.89, compared with $0.77. Revenue was $1.92 billion, compared with $1.94 billion, due primarily to lower fuel surcharge revenue in North American LTL. Operating income rose to $148 million from $119 million, and adjusted EBITDA was $303 million, including a $34 million real estate gain tied to a planned service center sale and relocation. For full-year 2024, diluted EPS from continuing operations was $3.23, compared with $1.62 in 2023, and adjusted diluted EPS was $3.83, compared with $2.92. Revenue was $8.07 billion, compared with $7.74 billion, and adjusted EBITDA was $1.27 billion, compared with $996 million. The North American LTL segment generated full-year adjusted EBITDA of $1.12 billion, and the European Transportation segment generated $158 million. Management cited a 7.8% increase in yield excluding fuel for North American LTL and said the company integrated 25 new service centers during the year. Fourth-quarter cash flow from operations was $189 million, and year-end cash and cash equivalents were $246 million after $108 million of net capital expenditures. The release notes that the full-year figures reflect a European legal entity reorganization tax benefit, which is excluded from adjusted net income. Management described the company as entering 2025 with strong momentum in a freight market recovery.

Feb 6, 2025 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Dec 3, 2024)

XPO, Inc. furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) reporting operating metrics for its North American Less-Than-Truckload (LTL) segment. The company disclosed final October 2024 metrics: weight per day decreased 8.0% year over year, driven by a 6.5% decrease in shipments per day and a 1.6% decrease in weight per shipment. In Exhibit 99.1, a press release dated December 3, 2024, XPO reported preliminary November 2024 LTL metrics: tonnage per day decreased 4.0% year over year, reflecting a 4.2% decrease in shipments per day and a 0.2% increase in weight per shipment. The company cautions that actual November results may vary from the preliminary figures. The filing contains no financial statements, earnings results, or guidance changes. Its main relevance to investors is the continued year-over-year decline in LTL volume metrics, with shipment count the primary driver in both months. The information is furnished rather than filed, so it is not subject to Section 18 liability.

Dec 3, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Oct 30, 2024)

XPO, Inc. furnished an Investor Overview slide presentation dated October 30, 2024 under Item 7.01 (Regulation FD Disclosure) as Exhibit 99.1. The presentation is intended for use in future investor presentations and is to be read together with the company's SEC filings, including its Form 10-Q for the quarter ended September 30, 2024. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation reports third quarter 2024 revenue of $2.05 billion, up 4% year over year, operating income of $176 million, up 14%, adjusted EBITDA of $333 million, up 20%, and adjusted diluted EPS of $1.02, up 16%. Net income was $95 million, or $0.79 per diluted share. North American LTL revenue was $1.25 billion, with an adjusted operating ratio of 84.2%, improved by 200 bps year over year, and LTL yield excluding fuel up 6.7%. The presentation notes a $9 million gain on a past private company investment included in net income and adjusted results. The company restated its LTL strategic targets for 2021 through 2027, including revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. Full-year 2024 expectations include gross capex of $700 million to $800 million, interest expense of $225 million to $230 million, and a diluted share count of 120 million.

Oct 30, 2024 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Oct 30, 2024)

XPO, Inc. reported its third quarter 2024 results on October 30, 2024, as disclosed in this Form 8-K under Item 2.02 and furnished as Exhibit 99.1. The company reported diluted earnings from continuing operations per share of $0.79, compared with $0.72 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $1.02, compared with $0.88. Revenue was $2.05 billion, up from $1.98 billion, driven primarily by higher yield in North American LTL and volume growth in European Transportation. Operating income rose to $176 million from $154 million, and net income from continuing operations was $95 million versus $86 million. The North American Less-Than-Truckload segment was the main driver of earnings growth. Its revenue was $1.25 billion and operating income was $188 million, versus $161 million a year earlier. Adjusted operating ratio was 84.2%, a 200 basis point improvement, while yield excluding fuel increased 6.7%, even though shipments per day decreased 3.2% and tonnage per day decreased 3.9%. Adjusted EBITDA for the company was $333 million, compared with $278 million in the prior-year quarter. The European Transportation segment grew revenue to $803 million, but its operating income fell to $6 million from $8 million. The results included a $9 million gain on the sale of a past private company investment, which contributed $0.06 per share. For the quarter, the company generated $264 million of operating cash flow and ended the period with $378 million of cash and cash equivalents after $123 million of net capital expenditures. For the nine months ended September 30, 2024, revenue was $6.15 billion and income from continuing operations was $312 million, compared with $134 million a year earlier. CEO Mario Harik said the company is positioned to accelerate earnings growth when the freight market recovers.

Oct 30, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Sep 4, 2024)

XPO, Inc. (NYSE: XPO) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) on September 4, 2024, providing operating metrics for its North American Less-Than-Truckload (LTL) segment. The company disclosed final July 2024 metrics: weight per day decreased 0.8% year over year, reflecting a 0.1% increase in shipments per day offset by a 0.8% decrease in weight per shipment. The filing also attached Exhibit 99.1, a press release with preliminary August 2024 LTL operating data. In the August 2024 preliminary results, LTL tonnage per day decreased 4.6% year over year, driven by a 4.5% decrease in shipments per day and a 0.1% decrease in weight per shipment. The release notes that actual August results may vary from these preliminary figures. CEO Mario Harik said the company managed variable costs effectively in a soft demand environment, supporting its outlook for margin expansion, and that the industry pricing backdrop remains constructive. For investors, the key takeaways are the sharp deterioration in August tonnage relative to July and management's emphasis on cost control, pricing initiatives, and service and network investments that it expects to accelerate results once industry demand rebounds. The information is furnished rather than filed, so it is not subject to Section 18 liabilities.

Sep 4, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Aug 1, 2024)

XPO, Inc. furnished an investor presentation dated August 1, 2024 under Item 7.01 (Regulation FD) as Exhibit 99.1, for use in future investor meetings. The company states the presentation should be read together with its filings with the SEC, including its Form 10-Q for the quarter ended June 30, 2024. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. For the second quarter of 2024, the presentation reports revenue of $2.08 billion, up 9% year over year, operating income of $197 million, net income of $150 million, and diluted EPS of $1.25. Adjusted EBITDA was $343 million, up 41% year over year, and adjusted diluted EPS was $1.12, up 58%. Adjusted net income of $135 million reflects a $41 million tax benefit from a European legal entity reorganization, which the company excludes from adjusted results. North American LTL revenue was $1.27 billion with adjusted EBITDA of $297 million and an adjusted operating ratio of 83.2%, improved by 440 bps year over year. European Transportation revenue was $808 million with adjusted EBITDA of $49 million. The presentation centers on the company's "LTL 2.0" plan, built on four pillars: best-in-class service, accelerating yield growth, driving cost efficiencies, and investing in the network for the long term. It sets 2021 to 2027 targets for North American LTL of revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. For full-year 2024, the company expects gross capex of $700 million to $800 million, interest expense of $240 million to $260 million, pension income of approximately $25 million, an adjusted effective tax rate of 23% to 25%, and a diluted share count of 121 million.

Aug 1, 2024 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Aug 1, 2024)

XPO, Inc. (NYSE: XPO) furnished a Form 8-K on August 1, 2024, attaching a press release announcing its results for the fiscal quarter ended June 30, 2024. Revenue for the second quarter was $2.08 billion, up from $1.92 billion a year earlier, driven mainly by higher yield and tonnage per day in the North American Less-Than-Truckload (LTL) segment. Operating income rose to $197 million from $107 million, and net income from continuing operations was $150 million, compared with $31 million, diluted EPS from continuing operations was $1.25 versus $0.27, and adjusted diluted EPS was $1.12 versus $0.71. The reported earnings include a one-time tax benefit of $41 million tied to the reorganization of legal entities in the European business. Excluding that benefit, adjusted net income from continuing operations was $135 million, compared with $83 million a year earlier. Adjusted EBITDA was $343 million versus $244 million. North American LTL drove most of the improvement, with revenue of $1.27 billion, adjusted operating income of $214 million, and an adjusted operating ratio of 83.2%, a 440 basis point improvement. European Transportation revenue rose to $808 million, while its operating income fell to $10 million from $12 million. Cash flow from operating activities was $210 million in the quarter, and the company ended the quarter with $250 million of cash and cash equivalents after $184 million of net capital expenditures. Management said it opened 14 of the 28 service centers acquired in December and expects 10 more to open this year. The filing's exhibit notes that the company continues to invest in capacity ahead of demand.

Aug 1, 2024 8-K

Leadership Changes

XPO 8-K Report, Executive Changes (Jun 7, 2024)

XPO, Inc. filed this Current Report on Form 8-K on June 7, 2024 under Item 5.02, Departure of Directors or Certain Officers. The filing states that on June 3, 2024, Jason Aiken notified the company of his resignation from its Board of Directors, effective June 6, 2024. Following the resignation, the Board reduced its size from nine to eight directors, effective June 6, 2024. The filing does not give a reason for the resignation and does not name a replacement director or any new compensatory arrangements. For investors, the filing is a governance notice rather than a financial disclosure. It contains no financial results, guidance, or operating metrics. The filing is signed by Wendy Cassity, Chief Legal Officer and Corporate Secretary.

Jun 7, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Jun 6, 2024)

XPO, Inc. (NYSE: XPO) furnished a Form 8-K on June 6, 2024 under Item 7.01 (Regulation FD Disclosure), attaching a press release that provides preliminary North American Less-Than-Truckload (LTL) segment operating metrics for May 2024. The company reported that LTL tonnage per day increased 2.4% compared with May 2023, driven by a 3.8% year-over-year increase in shipments per day and a 1.4% decrease in weight per shipment. The release states that actual May 2024 results may vary from these preliminary figures. Chief Executive Officer Mario Harik said XPO is continuing to take profitable share in a soft freight market, with improved service quality supporting consistent above-market yield growth. He stated that second-quarter yield ex-fuel is tracking to a sequential improvement from the first quarter. He also noted that damage frequency improved again in May and that shipments per day growth of 3.8% marked the fourteenth consecutive month of positive performance. The filing also states that there was no change in the final April 2024 operating metrics for the North American LTL segment compared with the preliminary figures previously provided in the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act.

Jun 6, 2024 8-K

Shareholder Matters

XPO 8-K Report, Shareholder Vote Results (May 17, 2024)

XPO, Inc. filed this Form 8-K to report the results of its 2024 annual meeting of stockholders, held on May 16, 2024. Stockholders elected all nine director nominees, including Brad Jacobs, Jason Aiken, Bella Allaire, J. Wes Frye, Mario Harik, Michael Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr., with each nominee receiving substantially more votes for than against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2024, with 109,006,625 votes for, 405,225 against, and 87,491 abstentions. On executive compensation, stockholders approved the advisory say-on-pay proposal with 100,287,232 votes for and 2,755,246 against, with 114,159 abstentions and 6,342,704 broker non-votes. On the frequency of future advisory votes, a clear majority favored an annual vote, with 101,335,792 votes for one year, compared with 31,448 for two years, 1,725,650 for three years, and 63,747 abstentions. Consistent with that result, the Board of Directors determined to continue holding an annual advisory vote on named executive officer compensation until the next required frequency vote. For investors, the filing reflects routine annual meeting outcomes with no reported changes to governance, auditors, or compensation structure beyond the continuation of annual say-on-pay votes. The filing references a definitive proxy statement on Schedule 14A for the full description of the proposals.

May 17, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (May 3, 2024)

XPO, Inc. furnished an investor overview presentation dated May 3, 2024 as Exhibit 99.1 to a Form 8-K under Item 7.01 (Regulation FD). The company says the presentation is expected to be used in future investor presentations and should be read together with its SEC filings, including its Form 10-Q for the quarter ended March 31, 2024. The information is furnished, not filed, under Section 18 of the Exchange Act. The presentation reports first-quarter 2024 revenue of $2.02 billion, up 6% year over year, and adjusted EBITDA of $288 million, up 37%. Net income was $67 million, or $0.56 diluted EPS, and adjusted diluted EPS was $0.81, up 45%. In North American LTL, revenue was $1.22 billion and adjusted operating ratio was 85.7%, improving 390 bps year over year. LTL yield excluding fuel rose 9.8%, and the damage claims ratio of 0.3% was described as a company record. The presentation frames the "LTL 2.0" plan around four pillars (best-in-class service, yield growth, cost efficiency, and long-term network investment). It sets 2021–2027 targets for North American LTL of 6% to 8% revenue CAGR, 11% to 13% adjusted EBITDA CAGR, and an adjusted operating ratio improvement of at least 600 bps. For full-year 2024 the company expects gross capex of $700 million to $800 million, interest expense of $240 million to $260 million, and a diluted share count of 121 million.

May 3, 2024 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (May 3, 2024)

XPO, Inc. (NYSE: XPO) furnished a press release under Item 2.02 reporting its results for the fiscal quarter ended March 31, 2024. Revenue rose to $2.02 billion from $1.91 billion, operating income increased to $138 million from $58 million, and net income from continuing operations was $67 million versus $17 million a year earlier. Diluted EPS from continuing operations was $0.56 compared with $0.15, and adjusted diluted EPS was $0.81 compared with $0.56. Adjusted EBITDA rose to $288 million from $210 million, and the company generated $145 million of operating cash flow with $229 million of cash and cash equivalents at quarter-end. The North American Less-Than-Truckload segment drove most of the improvement. Its revenue grew to $1.22 billion from $1.12 billion, operating income rose to $165 million from $103 million, and adjusted operating ratio improved to 85.7%, a 390-basis-point improvement year over year. Management attributed this to yield growth excluding fuel of 9.8% and higher shipments and tonnage per day. European Transportation revenue was $797 million, essentially flat, with an operating loss of $4 million, while Corporate operating loss narrowed to $23 million from $42 million on lower transaction, integration and restructuring costs. CEO Mario Harik said the company is still in the early stages of unlocking its full potential under its LTL 2.0 plan. The filing's balance sheet shows total long-term debt of $3.32 billion at March 31, 2024, and capital expenditures of $306 million in the quarter. The results are furnished, not filed, under Item 2.02 and include forward-looking statements subject to the risks described in the release.

May 3, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Mar 5, 2024)

XPO, Inc. (NYSE: XPO) furnished a Form 8-K on March 5, 2024 under Item 7.01 (Regulation FD Disclosure), attaching a press release that provides preliminary operating metrics for its North American Less-Than-Truckload (LTL) segment for February 2024. The filing states that the information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The Chief Financial Officer, Kyle Wismans, signed the report. The key figures in the press release are operating metrics rather than financial results. LTL tonnage per day increased 3.5% compared with February 2023. That growth was attributed to a 5.8% year-over-year increase in shipments per day, partially offset by a 2.2% decrease in weight per shipment. The company cautions that actual February 2024 results may vary from these preliminary figures and that February results are not necessarily indicative of future periods. The release describes XPO as one of the largest providers of asset-based LTL transportation in North America, serving approximately 52,000 customers with 596 locations and 38,000 employees. The forward-looking statements section cites risks including the company's action plan to improve its North American LTL business, cost and revenue initiatives, pricing pressures, and the expected benefits of the GXO Logistics and RXO spin-offs.

Mar 5, 2024 8-K

Earnings & ResultsExhibits & Filings

XPO 8-K Report, Financial Results (Feb 7, 2024)

XPO, Inc. reported fourth-quarter 2023 revenue of $1.94 billion, up 6.0% from $1.83 billion a year earlier, and diluted earnings from continuing operations of $0.49 per share, compared with a loss of $0.31 per share in the fourth quarter of 2022. Operating income was $119 million, versus $4 million, and net income from continuing operations was $58 million, versus a net loss of $36 million. Adjusted diluted EPS from continuing operations was $0.77, down 21.4% from $0.98, and adjusted EBITDA was $264 million, up 0.8% from $262 million. The 2022 period included $55 million of real estate gains. Management attributed the results to strength in North American LTL, where revenue rose 8.6% to $1.19 billion, yield excluding fuel increased 10.3%, and the adjusted operating ratio was 86.5%, an improvement of 380 basis points. The European Transportation segment's revenue rose 2.0% to $753 million, and its operating loss narrowed to $2 million from $60 million. Corporate operating loss declined to $28 million from $88 million, reflecting lower transaction, integration and restructuring costs, partly offset by an $8 million non-cash accrual related to an environmental matter. For the full year 2023, revenue was $7.74 billion, up 0.3%, diluted EPS from continuing operations was $1.62, and adjusted diluted EPS was $2.92, compared with $3.53 in 2022. Full-year net income was $189 million, compared with $666 million. Cash and cash equivalents ended the year at $412 million. In the fourth quarter, the company generated $251 million of operating cash flow and recorded $1.03 billion of net capital expenditures, including $878 million for the acquisition of 28 service center locations. Long-term debt rose to $3.34 billion from $2.47 billion at the end of 2022. The filing furnishes the earnings press release as Exhibit 99.1 under Item 2.02, and the company scheduled a conference call for February 7, 2024.

Feb 7, 2024 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Feb 7, 2024)

XPO, Inc. furnished an investor presentation dated February 7, 2024 under Item 7.01 (Regulation FD) as Exhibit 99.1. The filing states the presentation may be used in future investor meetings, should be read with the company's SEC filings including its 2023 Form 10-K, and is furnished rather than filed for purposes of Section 18 of the Exchange Act. The fourth-quarter 2023 results it presents include revenue of $1.94 billion, up 6% year over year; adjusted EBITDA of $264 million, up 28% year over year excluding $55 million of 2022 real estate gains; net income from continuing operations of $58 million; diluted EPS from continuing operations of $0.49; and adjusted diluted EPS of $0.77. Operating cash flow from continuing operations was $251 million. The North American LTL segment reported fourth-quarter revenue of $1.19 billion, adjusted operating ratio of 86.5%, improved by 380 bps year over year, and LTL yield excluding fuel up 10.3% year over year. The company attributes this to service improvements, with a damage claims ratio of 0.3%, down from 0.4% in Q3 2023. The presentation outlines the "LTL 2.0" plan, with targets for 2021 through 2027 of 6% to 8% revenue CAGR, 11% to 13% adjusted EBITDA CAGR, and an adjusted operating ratio improvement of at least 600 bps, alongside a plan to reduce outsourced linehaul miles to a low-teens percentage by 2027. For 2024, the company expects gross capex of $700 million to $800 million, interest expense of $240 million to $260 million, pension income of approximately $25 million, an adjusted effective tax rate of 23% to 25%, and a diluted share count of 121 million. The presentation also notes the December 2023 acquisition of 28 service centers, which are to be integrated throughout 2024 and 2025.

Feb 7, 2024 8-K

Acquisitions & DispositionsMaterial AgreementsExhibits & Filings

XPO 8-K Report, Agreement Terminated (Dec 21, 2023)

XPO, Inc. (XPO) filed this Current Report on Form 8-K dated December 21, 2023 to report two completed transactions on December 20, 2023. First, the company redeemed all of its outstanding 6.250% Senior Notes due 2025, totaling approximately $112 million in aggregate principal amount, at a redemption price of 101.563% of principal plus accrued and unpaid interest. The redemption was made under the indenture dated April 28, 2020, and the filing reports Item 1.02 (Termination of a Material Definitive Agreement) in connection with it. Second, XPO consummated the acquisition of 28 service centers from Yellow Corporation and certain of its subsidiaries for an aggregate purchase price of $870 million in cash. The acquisition was completed under Section 363 of the Bankruptcy Code, following a confirmation order from the U.S. Bankruptcy Court for the District of Delaware dated December 12, 2023. The Acquired Assets include the assumption of three leases (two relating to leased service centers), the right to designate additional related contracts for 45 days after closing, and assumed liabilities including lease liabilities, certain cure costs, certain taxes, and environmental, health or safety liabilities. The filing states that the Asset Purchase Agreement dated December 4, 2023 is attached as Exhibit 2.1, with certain schedules and exhibits omitted under Item 601(b)(2) of Regulation S-K. The filing also includes standard forward-looking statement cautions, citing risks including integration of the acquired Yellow assets, assumption of known or unknown liabilities, and the possibility that anticipated benefits are not realized.

Dec 21, 2023 8-K

Material AgreementsFinancial EventsOther Events+1

XPO 8-K Report, Material Agreement (Dec 13, 2023)

XPO, Inc. (XPO) reported on Form 8-K that on December 13, 2023 it completed a private placement of $585 million aggregate principal amount of 7.125% senior notes due 2032, issued at par under an indenture with U.S. Bank Trust Company, National Association, as trustee. The notes are unsecured, unsubordinated obligations guaranteed by certain wholly owned restricted subsidiaries, and interest is payable semiannually on February 1 and August 1, commencing August 1, 2024. Concurrently, XPO obtained $400 million of incremental term loans under its Term Loan Credit Agreement through Amendment No. 9, maturing February 1, 2031, bearing interest at Term SOFR plus 2.00% (or base rate plus 1.00%), with a 0.00% floor. XPO intends to use the combined proceeds, together with cash on hand, to finance the acquisition of 28 service centers of Yellow Corporation and its subsidiaries for $870 million, to repay in full its 6.250% Senior Notes due 2025, and for fees, expenses and general corporate purposes. XPO also disclosed that it intends to redeem all approximately $112 million of its existing 6.250% notes on December 20, 2023 at 101.563% of principal plus accrued interest, and that it terminated its bridge term loan commitments under the December 4, 2023 agreement with Credit Agricole Corporate and Investment Bank upon closing the financing.

Dec 13, 2023 8-K

Regulation FD

XPO 8-K Report, Regulation FD Disclosure (Dec 5, 2023)

XPO, Inc. filed this Form 8-K on December 5, 2023 under Item 7.01 (Regulation FD Disclosure) to announce the Yellow Asset Acquisition. At auctions held on November 28, 2023, XPO was selected as the successful bidder for 28 service centers of Yellow Corporation and its subsidiaries across the United States, for an aggregate purchase price of $870 million. The acquisition is being pursued under Section 363 of the Bankruptcy Code and remains subject to a sale order from the U.S. Bankruptcy Court for the District of Delaware and other closing conditions. XPO said the deal aligns with its LTL 2.0 growth plan and is expected to be accretive to adjusted EBITDA and dilutive to adjusted diluted EPS from continuing operations in 2024, becoming accretive to adjusted diluted EPS starting in 2025. To fund the transaction, XPO entered into a senior secured bridge term loan credit agreement on December 4, 2023 with Credit Agricole Corporate and Investment Bank as administrative agent, providing up to $870 million. The bridge is currently unfunded, is available on or prior to March 7, 2024, and matures 364 days after funding, with an option to extend by up to twelve months. It carries a consolidated secured net leverage ratio covenant of 4.00 to 1.00. XPO also intends to launch financing transactions consisting of a private offering of $585 million of senior unsecured notes due 2032 and seeking commitments for $400 million of incremental senior secured term loans maturing 2031, with proceeds to be used in part to repay its existing 6.250% Senior Notes due 2025. Closing of these financings depends on market and other conditions.

Dec 5, 2023 8-K

Regulation FDExhibits & Filings

XPO 8-K Report, Regulation FD Disclosure (Dec 5, 2023)

XPO, Inc. furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) reporting final operating metrics for its North American Less-Than-Truckload (LTL) segment for October 2023. Weight per day increased 2.5% year over year, driven by a 6.2% increase in shipments per day and a 3.5% decrease in weight per shipment. The filing also attaches Exhibit 99.1, a press release dated December 5, 2023, providing preliminary operating metrics for November 2023. In the preliminary November 2023 data, LTL tonnage per day decreased 0.4% year over year, attributable to a 3.8% increase in shipments per day and a 4.1% decrease in weight per shipment. The company noted that actual November results may vary from the preliminary figures. CEO Mario Harik said the company is making good progress in the fourth quarter despite a soft freight market, that November marked the eighth consecutive month of year-over-year growth in shipments per day, and that yield ex-fuel growth is tracking ahead of expectations for the quarter. Harik also stated that the company continued to improve damage frequency through the first two months of the quarter, reaching a new company record. The information furnished under Item 7.01 is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Dec 5, 2023

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