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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed July 31, 2025
Period End
July 31, 2025
Security
XPO
In the record · 2016–202610-K1110-Q338-K243

XPO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 243 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Leadership change8-K · May ’20May ’20
  3. Deal closed8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed July 31, 2025. Cited figures are marked; the original filing is the authoritative source.

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 billiona, 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 billionb 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 millionc, 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.

02—Key points

Key Highlights

  1. Q2 2025 consolidated revenue of $2.08 billion, operating income of $198 million (up 1% year over year), and net income of $106 million
  2. Q2 2025 adjusted diluted EPS of $1.05 and adjusted EBITDA of $340 million, compared with $343 million in the prior-year quarter per the reconciliation
  3. North American LTL adjusted operating ratio of 82.9%, improved by 30 bps year over year, with adjusted EBITDA of $300 million
  4. LTL yield, excluding fuel, up 6.1% year over year, and LTL purchased transportation expense reduced by 53% year over year
  5. LTL damage claims ratio of 0.3%, with on-time performance improved year over year for the 13th consecutive quarter
  6. Long-term LTL targets for 2021 to 2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and adjusted operating ratio improvement of at least 600 bps
  7. 2025 guidance includes total gross capex of $600 million to $700 million and interest expense of $220 million to $230 million

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    The filing furnishes an investor presentation dated July 31, 2025 under Item 7.01 (Regulation FD Disclosure). The company states the presentation is expected to be used in connection with certain future investor presentations, and the information is not deemed filed for Section 18 purposes.

  2. How did North American LTL perform in the second quarter of 2025?

    North American LTL revenue was $1.24 billion, operating income was $199 million on the segment reconciliation, adjusted operating income was $211 million, and the adjusted operating ratio was 82.9%, improved by 30 bps year over year. Adjusted EBITDA was $300 million, up 1% year over year.

  3. What financial targets does XPO set for its North American LTL business through 2027?

    The presentation targets LTL revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps, all measured for the 2021 through 2027 period. The company also targets capex of 8% to 12% of revenue on average through 2027.

  4. What does XPO expect for full-year 2025?

    XPO expects total company 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.

  5. How did European Transportation perform in the second quarter?

    European Transportation generated $841 million in revenue and $44 million in adjusted EBITDA in the second quarter of 2025, according to the presentation's segment highlights.

04—Continue

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