XPO 8-K
XPO, Inc. (XPO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging
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| Item 2.02. | Results of Operations and Financial Condition. |
On February 5, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release, dated February 5, 2026, issued by XPO, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 5, 2026 | XPO, INC. | |
| By: | /s/ Kyle Wismans | |
| Kyle Wismans | ||
| Chief Financial Officer | ||
Exhibit 99.1
XPO Reports Fourth Quarter 2025 Results
GREENWICH, Conn. – February 5, 2026 – XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2025. The company reported diluted earnings per share of $0.50, compared with $0.63 for the same period in 2024, and adjusted diluted earnings per share of $0.88, compared with $0.89 for the same period in 2024.
Fourth Quarter 2025 Summary Results
| Three Months Ended December 31, | ||||||||||||||||||||||||
| Revenue | Operating Income (Loss) (1) | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | 2025 | 2024 | Change % | ||||||||||||||||||
| North American Less-Than-Truckload Segment | $ | 1,165 | $ | 1,156 | 0.8 | % | $ | 184 | $ | 179 | 2.8 | % | ||||||||||||
| European Transportation Segment | 846 | 765 | 10.6 | % | (13 | ) | (11 | ) | 18.2 | % | ||||||||||||||
| Corporate | - | - | 0.0 | % | (28 | ) | (19 | ) | 47.4 | % | ||||||||||||||
| Total | $ | 2,011 | $ | 1,921 | 4.7 | % | $ | 143 | $ | 148 | -3.4 | % | ||||||||||||
| Adjusted Operating Income (Loss) (2) | Adjusted EBITDA (1)(2) | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | 2025 | 2024 | Change % | ||||||||||||||||||
| North American Less-Than-Truckload Segment | $ | 181 | $ | 159 | 13.8 | % | $ | 285 | $ | 280 | 1.8 | % | ||||||||||||
| European Transportation Segment | 2 | (2 | ) | NM | 32 | 27 | 18.5 | % | ||||||||||||||||
| Corporate | NA | NA | NA | (4 | ) | (4 | ) | 0.0 | % | |||||||||||||||
| Total | $ | NA | $ | NA | NA | $ | 312 | $ | 303 | 3.0 | % | |||||||||||||
| Net Income (1) | Diluted EPS (1) | |||||||||||||||||||||||
| (in millions, except for per-share data) | 2025 | 2024 | Change % | 2025 | 2024 | Change % | ||||||||||||||||||
| Total | $ | 59 | $ | 76 | -22.4 | % | $ | 0.50 | $ | 0.63 | -20.6 | % | ||||||||||||
| Diluted Weighted-Average Common Shares Outstanding | Adjusted Diluted EPS (1)(2) | |||||||||||||||||||||||
| (in millions, except for per-share data) | 2025 | 2024 | 2025 | 2024 | Change % | |||||||||||||||||||
| Total | 119 | 120 | $ | 0.88 | $ | 0.89 | -1.1 | % | ||||||||||||||||
Amounts may not add due to rounding.
NM - Not meaningful
NA - Not applicable
(1) Includes gains from sales of real estate of $10 million ($13 million pre-tax) or $0.08 per diluted share and $26 million ($34 million pre-tax) or $0.21 per diluted share in the fourth quarters of 2025 and 2024, respectively.
(2) See the “Non-GAAP Financial Measures” section of the press release
Mario Harik, chairman and chief executive officer of XPO, said, “We concluded a year of strong execution with another quarter of profitable growth. In the fourth quarter, we increased adjusted diluted EPS year-over-year by 18% and adjusted EBITDA by 11%, excluding real estate gains. These results reflect our focus on service excellence and continuous improvement of the business.
“In North American LTL, we grew adjusted operating income year-over-year by 14% and improved our adjusted operating ratio by 180 basis points to 84.4%, outperforming seasonality. Our initiatives for mix and pricing delivered our twelfth consecutive quarter of sequential growth in revenue per shipment, excluding fuel. At the same time, our AI developments lowered our cost to serve by improving network efficiency and labor productivity.”
Harik continued, “By pairing world-class service with our proprietary technology, we’re building durable earnings power unique to our business. We’re continuing to execute for market-leading margin expansion in the current environment, while positioning for outsized share and margin gains in a recovery. And the significant acceleration in free cash flow we expect to generate in the coming years will further compound shareholder value creation.”
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Fourth Quarter Highlights
For the fourth quarter 2025, the company generated revenue of $2.01 billion, compared with $1.92 billion for the same period in 2024.
Operating income was $143 million for the fourth quarter, compared with $148 million for the same period in 2024. Net income was $59 million for the fourth quarter, compared with $76 million for the same period in 2024. The year-over-year decrease in operating income and net income includes a $21 million reduction in real estate gains and a $23 million increase in restructuring expense primarily from previously granted equity awards related to the transition in board leadership. This is reflected in diluted earnings per share of $0.50 for the fourth quarter, compared with $0.63 for the same period in 2024.
Adjusted net income, a non-GAAP financial measure, was $105 million for the fourth quarter, compared with $107 million for the same period in 2024. Adjusted diluted EPS, a non-GAAP financial measure, was $0.88 for the fourth quarter, compared with $0.89 for the same period in 2024.
Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $312 million for the fourth quarter, compared with $303 million for the same period in 2024.
The company generated $226 million of cash flow from operating activities in the fourth quarter and ended the year with $310 million of cash and cash equivalents on hand, after completing $84 million of net capital expenditures, $65 million of common stock repurchases, and $65 million of term loan repayments.
Results by Business Segment
| · | North American Less-Than-Truckload (LTL): The segment generated revenue of $1.17 billion for the fourth quarter 2025, compared with $1.16 billion for the same period in 2024. On a year-over-year basis, yield, excluding fuel, increased 5.2%, while shipments per day decreased 1.6%, and tonnage per day decreased 4.5%. |
Operating income was $184 million for the fourth quarter, compared with $179 million for the same period in 2024. Adjusted operating income, a non-GAAP financial measure, was $181 million for the fourth quarter, compared with $159 million for the same period in 2024. Adjusted operating ratio, a non-GAAP financial measure, was 84.4%, reflecting a year-over-year improvement of 180 basis points.
Adjusted EBITDA for the fourth quarter was $285 million, compared with $280 million for the same period in 2024. The year-over-year increase in adjusted EBITDA was due primarily to yield growth and productivity improvements, partially offset by a decrease in gains on real estate transactions, lower tonnage per day and wage inflation.
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| · | European Transportation: The segment generated revenue of $846 million for the fourth quarter 2025, compared with $765 million for the same period in 2024. Operating income was a loss of $13 million for the fourth quarter, compared with a loss of $11 million for the same period in 2024. |
Adjusted EBITDA was $32 million for the fourth quarter, compared with $27 million for the same period in 2024.
| · | Corporate: The segment generated an operating loss of $28 million for the fourth quarter 2025, compared with a loss of $19 million for the same period in 2024. The year-over-year increase in operating loss reflects a $7 million net increase in restructuring and transaction and integration costs. |
Adjusted EBITDA was a loss of $4 million for the fourth quarter 2025, compared with a loss of $4 million for the same period in 2024.
Conference Call
The company will hold a conference call on Thursday, February 5, 2026, at 8:30 a.m. Eastern Time. Participants can call toll-free (from US/Canada) 1-877-269-7756; international callers dial +1-201-689-7817. A live webcast of the conference will be available on the investor relations area of the company’s website, xpo.com/investors. The conference will be archived until March 7, 2026. To access the replay by phone, call toll-free (from US/Canada) 1-877-660-6853; international callers dial +1-201-612-7415. Use participant passcode 13757948.
About XPO
XPO, Inc. (NYSE: XPO) is a leader in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization efficiently moves 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 592 locations and 37,000 employees in North America and Europe, and is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.
Non-GAAP Financial Measures
As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.
XPO’s non-GAAP financial measures in this press release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis and for corporate; adjusted EBITDA margin on a consolidated basis; adjusted EBITDA, excluding gains on real estate transactions on a consolidated basis and for our North American Less-Than-Truckload segment; adjusted net income; adjusted diluted earnings per share (“adjusted diluted EPS”); adjusted diluted EPS, excluding gains on real estate transactions; adjusted operating income for our North American Less-Than-Truckload and European Transportation segments; and adjusted operating ratio for our North American Less-Than-Truckload segment.
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We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.
Adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA, excluding gains on real estate transactions, adjusted net income, adjusted diluted EPS, adjusted diluted EPS, excluding gains on real estate transactions, adjusted operating income and adjusted operating ratio include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction costs, consulting fees, stock-based compensation, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Restructuring costs primarily relate to severance costs associated with business optimization initiatives. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance.
We believe that adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA, excluding gains on real estate transactions, improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses. We believe that adjusted net income, adjusted diluted EPS and adjusted diluted EPS, excluding gains on real estate transactions, improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables. We believe that adjusted operating income and adjusted operating ratio improve the comparability of our operating results from period to period by removing the impact of certain transaction and integration costs and restructuring costs, as well as amortization expense and other adjustments as set out in the attached tables.
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Forward-looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and the following: the effects of business, economic, political, legal, and regulatory impacts or conflicts upon our operations; supply chain disruptions and shortages, strains on production or extraction of raw materials, cost inflation and labor and equipment shortages; our ability to align our investments in capital assets, including equipment, service centers, and warehouses to our customers’ demands; our ability to implement our cost and revenue initiatives and realize growth and expansion as a result of those initiatives; the effectiveness of our action plan, and other management actions, to improve our North American LTL business; our ability to continue insourcing linehaul in ways that enhance our network efficiency and productivity; the anticipated impact of a freight market recovery on our business; our ability to capture profitable share gains, facilitate yield growth, and improve margins during an upcycle; our ability to benefit from a sale, spin-off or other divestiture of one or more business units or to successfully integrate and realize anticipated synergies, cost savings and profit opportunities from acquired companies; goodwill impairment; issues related to compliance with data protection laws, competition laws, and intellectual property laws; fluctuations in currency exchange rates, fuel prices and fuel surcharges; our ability to develop and implement proprietary technology and suitable information technology systems that contribute to cost and productivity improvements; the impact of potential cyber-attacks and information technology or data security breaches or failures; our ability to repurchase shares on favorable terms; our indebtedness; our ability to raise debt and equity capital; fluctuations in interest rates; seasonal fluctuations; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain management talent and key employees including qualified drivers; labor matters; litigation; competition; and our ability to improve pricing growth.
All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements except to the extent required by law.
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Investor Contact
Brian Scasserra
+1 617-607-6429
Media Contact
Cole Horton
+1 203-609-6004
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XPO, Inc.
Consolidated Statements of Income
(Unaudited)
(In millions, except per share data)
| Three Months Ended | Years Ended | |||||||||||||||||||||||
| December 31, | December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Revenue | $ | 2,011 | $ | 1,921 | 4.7 | % | $ | 8,157 | $ | 8,072 | 1.1 | % | ||||||||||||
| Salaries, wages and employee benefits | 845 | 837 | 1.0 | % | 3,424 | 3,377 | 1.4 | % | ||||||||||||||||
| Purchased transportation | 412 | 398 | 3.5 | % | 1,662 | 1,701 | -2.3 | % | ||||||||||||||||
| Fuel, operating expenses and supplies | 387 | 376 | 2.9 | % | 1,571 | 1,589 | -1.1 | % | ||||||||||||||||
| Operating taxes and licenses | 22 | 19 | 15.8 | % | 83 | 80 | 3.8 | % | ||||||||||||||||
| Insurance and claims | 48 | 29 | 65.5 | % | 167 | 134 | 24.6 | % | ||||||||||||||||
| Gains on sales of property and equipment | (14 | ) | (35 | ) | -60.0 | % | (17 | ) | (40 | ) | -57.5 | % | ||||||||||||
| Depreciation and amortization expense | 134 | 124 | 8.1 | % | 521 | 490 | 6.3 | % | ||||||||||||||||
| Pre-Con-way acquisition environmental matter (1) | - | - | 0.0 | % | 35 | - | NM | |||||||||||||||||
| Legal matters (2) | - | - | 0.0 | % | (13 | ) | - | NM | ||||||||||||||||
| Transaction and integration costs | 1 | 14 | -92.9 | % | 8 | 53 | -84.9 | % | ||||||||||||||||
| Restructuring costs (3) | 33 | 10 | 230.0 | % | 59 | 27 | 118.5 | % | ||||||||||||||||
| Operating income | 143 | 148 | -3.4 | % | 656 | 660 | -0.6 | % | ||||||||||||||||
| Other income | (1 | ) | (6 | ) | -83.3 | % | (6 | ) | (37 | ) | -83.8 | % | ||||||||||||
| Debt extinguishment loss | - | - | 0.0 | % | 6 | - | NM | |||||||||||||||||
| Interest expense | 53 | 53 | 0.0 | % | 219 | 223 | -1.8 | % | ||||||||||||||||
| Income before income tax provision | 91 | 102 | -10.8 | % | 437 | 473 | -7.6 | % | ||||||||||||||||
| Income tax provision | 32 | 26 | 23.1 | % | 121 | 86 | 40.7 | % | ||||||||||||||||
| Net income | $ | 59 | $ | 76 | -22.4 | % | $ | 316 | $ | 387 | -18.3 | % | ||||||||||||
| Earnings per share data (4) | ||||||||||||||||||||||||
| Basic earnings per share | $ | 0.50 | $ | 0.65 | $ | 2.69 | $ | 3.33 | ||||||||||||||||
| Diluted earnings per share | $ | 0.50 | $ | 0.63 | $ | 2.64 | $ | 3.23 | ||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||
| Basic weighted-average common shares outstanding | 117 | 116 | 118 | 116 | ||||||||||||||||||||
| Diluted weighted-average common shares outstanding | 119 | 120 | 119 | 120 | ||||||||||||||||||||
Amounts may not add due to rounding.
NM - Not meaningful.
(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 10 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.
(3) Primarily reflects severance and related charges incurred in both 2025 and 2024 in our European Transportation segment, and share-based compensation charges incurred in the fourth quarter of 2025 for previously granted equity awards in connection with the change in the Executive Chairman role in Corporate.
(4) The sum of quarterly earnings per share may not equal year-to-date amounts due to differences in the weighted-average number of shares outstanding during the respective periods.
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XPO, Inc.
Consolidated Balance Sheets
(Unaudited)
(In millions, except per share data)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 310 | $ | 246 | ||||
| Accounts receivable, net of allowances of $40 and $50, respectively | 1,035 | 977 | ||||||
| Other current assets | 285 | 283 | ||||||
| Total current assets | 1,630 | 1,505 | ||||||
| Long-term assets | ||||||||
| Property and equipment, net of $2,360 and $2,019 in accumulated depreciation, respectively | 3,664 | 3,402 | ||||||
| Operating lease assets | 777 | 727 | ||||||
| Goodwill | 1,547 | 1,461 | ||||||
| Identifiable intangible assets, net of $580 and $499 in accumulated amortization, respectively | 311 | 361 | ||||||
| Other long-term assets | 265 | 254 | ||||||
| Total long-term assets | 6,564 | 6,206 | ||||||
| Total assets | $ | 8,194 | $ | 7,712 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 455 | $ | 477 | ||||
| Accrued expenses | 760 | 708 | ||||||
| Short-term borrowings and current maturities of long-term debt | 60 | 62 | ||||||
| Short-term operating lease liabilities | 166 | 127 | ||||||
| Other current liabilities | 113 | 46 | ||||||
| Total current liabilities | 1,555 | 1,420 | ||||||
| Long-term liabilities | ||||||||
| Long-term debt | 3,253 | 3,325 | ||||||
| Deferred tax liability | 482 | 393 | ||||||
| Employee benefit obligations | 86 | 85 | ||||||
| Long-term operating lease liabilities | 611 | 603 | ||||||
| Other long-term liabilities | 345 | 283 | ||||||
| Total long-term liabilities | 4,778 | 4,690 | ||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | ||||||
| Additional paid-in capital | 1,160 | 1,274 | ||||||
| Retained earnings | 888 | 572 | ||||||
| Accumulated other comprehensive loss | (187 | ) | (246 | ) | ||||
| Total equity | 1,861 | 1,601 | ||||||
| Total liabilities and equity | $ | 8,194 | $ | 7,712 | ||||
Amounts may not add due to rounding.
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XPO, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
| Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 316 | $ | 387 | ||||
| Adjustments to reconcile net income to net cash from operating activities | ||||||||
| Depreciation and amortization | 521 | 490 | ||||||
| Stock compensation expense | 77 | 87 | ||||||
| Accretion of debt | 10 | 11 | ||||||
| Deferred tax expense | 99 | 57 | ||||||
| Gains on sales of property and equipment | (17 | ) | (40 | ) | ||||
| Other | 24 | 11 | ||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | (47 | ) | (47 | ) | ||||
| Other assets | (38 | ) | (106 | ) | ||||
| Accounts payable | (22 | ) | (8 | ) | ||||
| Accrued expenses and other liabilities | 62 | (33 | ) | |||||
| Net cash provided by operating activities | 986 | 808 | ||||||
| Cash flows from investing activities | ||||||||
| Payment for purchases of property and equipment | (657 | ) | (789 | ) | ||||
| Proceeds from sale of property and equipment | 41 | 75 | ||||||
| Proceeds from sale of investment | - | 12 | ||||||
| Net cash used in investing activities | (616 | ) | (702 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repurchase of debt | (115 | ) | - | |||||
| Repayment of debt and finance leases | (73 | ) | (82 | ) | ||||
| Payment for debt issuance costs | (3 | ) | (4 | ) | ||||
| Repurchase of common stock | (125 | ) | - | |||||
| Change in bank overdrafts | 23 | (9 | ) | |||||
| Payment for tax withholdings for restricted shares | (50 | ) | (129 | ) | ||||
| Other | 4 | (1 | ) | |||||
| Net cash used in financing activities | (339 | ) | (226 | ) | ||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (1 | ) | - | |||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 31 | (120 | ) | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 298 | 419 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 330 | $ | 298 | ||||
Amounts may not add due to rounding.
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North American Less-Than-Truckload Segment
Summary Financial Table
(Unaudited)
(In millions)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Revenue (excluding fuel surcharge revenue) | $ | 990 | $ | 985 | 0.5 | % | $ | 4,101 | $ | 4,115 | -0.3 | % | ||||||||||||
| Fuel surcharge revenue | 175 | 171 | 2.3 | % | 731 | 785 | -6.9 | % | ||||||||||||||||
| Revenue | 1,165 | 1,156 | 0.8 | % | 4,832 | 4,899 | -1.4 | % | ||||||||||||||||
| Salaries, wages and employee benefits | 614 | 621 | -1.1 | % | 2,520 | 2,515 | 0.2 | % | ||||||||||||||||
| Purchased transportation | 24 | 44 | -45.5 | % | 123 | 248 | -50.4 | % | ||||||||||||||||
| Fuel, operating expenses and supplies (1) | 206 | 218 | -5.5 | % | 885 | 928 | -4.6 | % | ||||||||||||||||
| Operating taxes and licenses | 16 | 16 | 0.0 | % | 67 | 65 | 3.1 | % | ||||||||||||||||
| Insurance and claims | 34 | 18 | 88.9 | % | 111 | 80 | 38.8 | % | ||||||||||||||||
| Gains on sales of property and equipment | (12 | ) | (34 | ) | -64.7 | % | (9 | ) | (27 | ) | -66.7 | % | ||||||||||||
| Depreciation and amortization | 98 | 89 | 10.1 | % | 381 | 346 | 10.1 | % | ||||||||||||||||
| Transaction and integration costs | - | - | 0.0 | % | - | 1 | -100.0 | % | ||||||||||||||||
| Restructuring costs | 1 | 5 | -80.0 | % | 5 | 7 | -28.6 | % | ||||||||||||||||
| Operating income | 184 | 179 | 2.8 | % | 749 | 735 | 1.9 | % | ||||||||||||||||
| Operating ratio (2) | 84.2 | % | 84.5 | % | 84.5 | % | 85.0 | % | ||||||||||||||||
| Amortization expense | 9 | 9 | 36 | 36 | ||||||||||||||||||||
| Transaction and integration costs | - | - | - | 1 | ||||||||||||||||||||
| Restructuring costs | 1 | 5 | 5 | 7 | ||||||||||||||||||||
| Gains on real estate transactions | (13 | ) | (34 | ) | (15 | ) | (34 | ) | ||||||||||||||||
| Adjusted operating income (3) | $ | 181 | $ | 159 | 13.8 | % | $ | 775 | $ | 746 | 3.9 | % | ||||||||||||
| Adjusted operating ratio (3) (4) | 84.4 | % | 86.2 | % | 84.0 | % | 84.8 | % | ||||||||||||||||
| Depreciation expense | 89 | 80 | 345 | 310 | ||||||||||||||||||||
| Pension income | 2 | 6 | 6 | 25 | ||||||||||||||||||||
| Gains on real estate transactions | 13 | 34 | 15 | 34 | ||||||||||||||||||||
| Adjusted EBITDA (5) | $ | 285 | $ | 280 | 1.8 | % | $ | 1,142 | $ | 1,115 | 2.4 | % | ||||||||||||
| Adjusted EBITDA margin (5) | 24.4 | % | 24.2 | % | 23.6 | % | 22.8 | % | ||||||||||||||||
| Gains on real estate transactions | 13 | 34 | 15 | 34 | ||||||||||||||||||||
| Adjusted EBITDA, excluding gains on real estate transactions (3) | $ | 272 | $ | 246 | 10.6 | % | $ | 1,126 | $ | 1,081 | 4.2 | % | ||||||||||||
Amounts may not add due to rounding.
(1) Fuel, operating expenses and supplies includes fuel-related taxes.
(2) Operating ratio is calculated as (1 - (Operating income divided by Revenue)) using the underlying unrounded amounts.
(3) See the “Non-GAAP Financial Measures” section of the press release.
(4) Adjusted operating ratio is calculated as (1 - (Adjusted operating income divided by Revenue)) using the underlying unrounded amounts; adjusted operating margin is the inverse of adjusted operating ratio.
(5) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.
10
North American Less-Than-Truckload
Summary Data Table
(Unaudited)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Pounds per day (thousands) | 62,486 | 65,433 | -4.5 | % | 65,268 | 69,606 | -6.2 | % | ||||||||||||||||
| Shipments per day | 48,348 | 49,109 | -1.6 | % | 49,420 | 51,508 | -4.1 | % | ||||||||||||||||
| Average weight per shipment (in pounds) | 1,292 | 1,332 | -3.0 | % | 1,321 | 1,351 | -2.3 | % | ||||||||||||||||
| Revenue per shipment (including fuel surcharges) | $ | 394.78 | $ | 382.32 | 3.3 | % | $ | 388.49 | $ | 376.37 | 3.2 | % | ||||||||||||
| Revenue per shipment (excluding fuel surcharges) | $ | 335.28 | $ | 325.62 | 3.0 | % | $ | 329.69 | $ | 316.05 | 4.3 | % | ||||||||||||
| Gross revenue per hundredweight (including fuel surcharges) (1) | $ | 30.72 | $ | 29.09 | 5.6 | % | $ | 29.84 | $ | 28.40 | 5.1 | % | ||||||||||||
| Gross revenue per hundredweight (excluding fuel surcharges) (1) | $ | 26.12 | $ | 24.84 | 5.2 | % | $ | 25.39 | $ | 23.94 | 6.0 | % | ||||||||||||
| Average length of haul (in miles) | 862.8 | 854.7 | 854.9 | 851.5 | ||||||||||||||||||||
| Total average load factor (2) | 22,002 | 22,128 | -0.6 | % | 22,418 | 22,642 | -1.0 | % | ||||||||||||||||
| Average age of tractor fleet (years) | 3.7 | 4.1 | 3.8 | 4.2 | ||||||||||||||||||||
| Number of working days | 61.0 | 61.5 | 251.5 | 252.5 | ||||||||||||||||||||
(1) Gross revenue per hundredweight excludes the adjustment required for financial statement purposes in accordance with the company's revenue recognition policy.
(2) Total average load factor equals freight pound miles divided by total linehaul miles.
Note: Table excludes the company's trailer manufacturing operations. Percentages presented are calculated using the underlying unrounded amounts.
11
European Transportation Segment
Summary Financial Table
(Unaudited)
(In millions)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Revenue | $ | 846 | $ | 765 | 10.6 | % | $ | 3,324 | $ | 3,173 | 4.8 | % | ||||||||||||
| Salaries, wages and employee benefits | 228 | 212 | 7.5 | % | 888 | 846 | 5.0 | % | ||||||||||||||||
| Purchased transportation | 387 | 354 | 9.3 | % | 1,539 | 1,454 | 5.8 | % | ||||||||||||||||
| Fuel, operating expenses and supplies (1) | 181 | 158 | 14.6 | % | 686 | 661 | 3.8 | % | ||||||||||||||||
| Operating taxes and licenses | 5 | 4 | 25.0 | % | 17 | 15 | 13.3 | % | ||||||||||||||||
| Insurance and claims | 14 | 12 | 16.7 | % | 55 | 51 | 7.8 | % | ||||||||||||||||
| Gains on sales of property and equipment | (2 | ) | (2 | ) | 0.0 | % | (8 | ) | (14 | ) | -42.9 | % | ||||||||||||
| Depreciation and amortization | 35 | 34 | 2.9 | % | 136 | 140 | -2.9 | % | ||||||||||||||||
| Legal matters (2) | - | - | 0.0 | % | (13 | ) | - | NM | ||||||||||||||||
| Transaction and integration costs | - | - | 0.0 | % | - | 2 | -100.0 | % | ||||||||||||||||
| Restructuring costs (3) | 11 | 4 | 175.0 | % | 27 | 17 | 58.8 | % | ||||||||||||||||
| Operating income (loss) | $ | (13 | ) | $ | (11 | ) | 18.2 | % | $ | (3 | ) | $ | - | NM | ||||||||||
| Other expense | - | - | (1 | ) | (1 | ) | ||||||||||||||||||
| Amortization expense | 5 | 5 | 21 | 21 | ||||||||||||||||||||
| Legal matters (2) | - | - | (13 | ) | - | |||||||||||||||||||
| Transaction and integration costs | - | - | - | 2 | ||||||||||||||||||||
| Restructuring costs (3) | 11 | 4 | 27 | 17 | ||||||||||||||||||||
| Adjusted operating income (4) | $ | 2 | $ | (2 | ) | NM | $ | 32 | $ | 39 | -17.9 | % | ||||||||||||
| Depreciation expense | 29 | 29 | 115 | 119 | ||||||||||||||||||||
| Pension expense | - | - | (1 | ) | (1 | ) | ||||||||||||||||||
| Adjusted EBITDA (5) | $ | 32 | $ | 27 | 18.5 | % | $ | 147 | $ | 158 | -7.0 | % | ||||||||||||
| Adjusted EBITDA margin (5) | 3.8 | % | 3.5 | % | 4.4 | % | 5.0 | % | ||||||||||||||||
Amounts may not add due to rounding.
NM - Not meaningful.
(1) Fuel, operating expenses and supplies includes fuel-related taxes.
(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.
(3) Primarily reflects severance and related charges incurred in both 2025 and 2024.
(4) See the “Non-GAAP Financial Measures” section of the press release.
(5) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.
12
Corporate
Summary Financial Table
(Unaudited)
(In millions)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Revenue | $ | - | $ | - | 0.0 | % | $ | - | $ | - | 0.0 | % | ||||||||||||
| Salaries, wages and employee benefits | 3 | 3 | 0.0 | % | 15 | 16 | -6.3 | % | ||||||||||||||||
| Fuel, operating expenses and supplies | - | - | 0.0 | % | 1 | - | NM | |||||||||||||||||
| Insurance and claims | 1 | - | NM | 1 | 3 | -66.7 | % | |||||||||||||||||
| Depreciation and amortization | 1 | 1 | 0.0 | % | 4 | 4 | 0.0 | % | ||||||||||||||||
| Pre-Con-way acquisition environmental matter (1) | - | - | 0.0 | % | 35 | - | NM | |||||||||||||||||
| Transaction and integration costs | 1 | 14 | -92.9 | % | 8 | 50 | -84.0 | % | ||||||||||||||||
| Restructuring costs (2) | 21 | 1 | 2000.0 | % | 26 | 3 | 766.7 | % | ||||||||||||||||
| Operating loss | $ | (28 | ) | $ | (19 | ) | 47.4 | % | $ | (90 | ) | $ | (76 | ) | 18.4 | % | ||||||||
| Other income (expense) (3) | - | - | 1 | 12 | ||||||||||||||||||||
| Depreciation and amortization | 1 | 1 | 4 | 4 | ||||||||||||||||||||
| Pre-Con-way acquisition environmental matter (1) | - | - | 35 | - | ||||||||||||||||||||
| Transaction and integration costs | 1 | 14 | 8 | 50 | ||||||||||||||||||||
| Restructuring costs (2) | 21 | 1 | 26 | 3 | ||||||||||||||||||||
| Adjusted EBITDA (4) | $ | (4 | ) | $ | (4 | ) | 0.0 | % | $ | (16 | ) | $ | (7 | ) | 128.6 | % | ||||||||
Amounts may not add due to rounding.
NM - Not meaningful.
(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 10 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(2) Primarily reflects share-based compensation charges incurred in the fourth quarter of 2025 for previously granted equity awards in connection with the change in the Executive Chairman role.
(3) Other income (expense) consists of foreign currency gain (loss) and other income (expense), which is primarily comprised of investment income in 2024.
(4) See the “Non-GAAP Financial Measures” section of the press release.
13
XPO, Inc.
Reconciliation of Non-GAAP Measures
(Unaudited)
(In millions)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |||||||||||||||||||
| Reconciliation of Net Income to Adjusted EBITDA | ||||||||||||||||||||||||
| Net income | $ | 59 | $ | 76 | -22.4 | % | $ | 316 | $ | 387 | -18.3 | % | ||||||||||||
| Debt extinguishment loss | - | - | 6 | - | ||||||||||||||||||||
| Interest expense | 53 | 53 | 219 | 223 | ||||||||||||||||||||
| Income tax provision | 32 | 26 | 121 | 86 | ||||||||||||||||||||
| Depreciation and amortization expense | 134 | 124 | 521 | 490 | ||||||||||||||||||||
| Pre-Con-way acquisition environmental matter (1) | - | - | 35 | - | ||||||||||||||||||||
| Legal matters (2) | - | - | (13 | ) | - | |||||||||||||||||||
| Transaction and integration costs | 1 | 14 | 8 | 53 | ||||||||||||||||||||
| Restructuring costs (3) | 33 | 10 | 59 | 27 | ||||||||||||||||||||
| Adjusted EBITDA (4) | $ | 312 | $ | 303 | 3.0 | % | $ | 1,272 | $ | 1,266 | 0.5 | % | ||||||||||||
| Revenue | $ | 2,011 | $ | 1,921 | 4.7 | % | $ | 8,157 | $ | 8,072 | 1.1 | % | ||||||||||||
| Adjusted EBITDA margin (4) (5) | 15.5 | % | 15.8 | % | 15.6 | % | 15.7 | % | ||||||||||||||||
| Gains on real estate transactions | 13 | 34 | 15 | 34 | ||||||||||||||||||||
| Adjusted EBITDA, excluding gains on real estate transactions (4) | $ | 299 | $ | 269 | 11.2 | % | $ | 1,257 | $ | 1,232 | 2.0 | % | ||||||||||||
Amounts may not add due to rounding.
(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 10 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.
(3) Primarily reflects severance and related charges incurred in both 2025 and 2024 in our European Transportation segment, and share-based compensation charges incurred in the fourth quarter of 2025 for previously granted equity awards in connection with the change in the Executive Chairman role in Corporate.
(4) See the “Non-GAAP Financial Measures” section of the press release.
(5) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.
14
XPO, Inc.
Reconciliation of Non-GAAP Measures (cont.)
(Unaudited)
(In millions, except per share data)
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Reconciliation of Net Income and Diluted Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share | ||||||||||||||||
| Net income (1) | $ | 59 | $ | 76 | $ | 316 | $ | 387 | ||||||||
| Debt extinguishment loss | - | - | 6 | - | ||||||||||||
| Amortization of acquisition-related intangible assets | 15 | 14 | 58 | 57 | ||||||||||||
| Pre-Con-way acquisition environmental matter (2) | - | - | 35 | - | ||||||||||||
| Legal matter (3) | - | - | (13 | ) | - | |||||||||||
| Transaction and integration costs | 1 | 14 | 8 | 53 | ||||||||||||
| Restructuring costs (4) | 33 | 10 | 59 | 27 | ||||||||||||
| Income tax associated with the adjustments above (5) | (3 | ) | (6 | ) | (24 | ) | (24 | ) | ||||||||
| European legal entity reorganization (6) | - | (1 | ) | 1 | (41 | ) | ||||||||||
| Adjusted net income (1)(7) | $ | 105 | $ | 107 | $ | 445 | $ | 460 | ||||||||
| Adjusted diluted earnings per share (1)(7) | $ | 0.88 | $ | 0.89 | $ | 3.73 | $ | 3.83 | ||||||||
| Weighted-average common shares outstanding | ||||||||||||||||
| Diluted weighted-average common shares outstanding | 119 | 120 | 119 | 120 | ||||||||||||
Amounts may not add due to rounding.
(1) Includes gains from sales of real estate of $10 million ($13 million pre-tax) or $0.08 per diluted share and $26 million ($34 million pre-tax) or $0.21 per diluted share in the fourth quarters of 2025 and 2024, respectively. Excluding these gains, adjusted diluted earnings per share are $0.80 and $0.68 in the fourth quarters of 2025 and 2024, respectively. Includes gains from sales of real estate of $12 million ($15 million pre-tax) or $0.10 per diluted share and $26 million ($34 million pre-tax) or $0.22 per diluted share for the years ended December 31, 2025 and 2024, respectively. Excluding these gains, adjusted diluted earnings per share are $3.63 and $3.61 for the years ended December 31, 2025 and 2024, respectively.
(2) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 10 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(3) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.
(4) Primarily reflects severance and related charges incurred in both 2025 and 2024 in our European Transportation segment, and share-based compensation charges incurred in the fourth quarter of 2025 for previously granted equity awards in connection with the change in the Executive Chairman role in Corporate.
(5) This line item reflects the aggregate tax benefit of all non-tax related adjustments reflected in the table above. The detail by line item is as follows:
| Debt extinguishment loss | $ | - | $ | - | $ | 1 | $ | - | ||||||||
| Amortization of acquisition-related intangible assets | 2 | 3 | 10 | 13 | ||||||||||||
| Pre-Con-way acquisition environmental matter | - | - | 8 | - | ||||||||||||
| Transaction and integration costs | - | 1 | 2 | 5 | ||||||||||||
| Restructuring costs | - | 2 | 3 | 6 | ||||||||||||
| $ | 3 | $ | 6 | $ | 24 | $ | 24 |
Amounts may not add due to rounding.
The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible compensation, losses for which no tax benefit can be recognized, and contribution- and margin-based taxes.
(6) Reflects a tax benefit recognized in the second quarter of 2024 and the subsequent adjustments recognized related to a legal entity reorganization within our European Transportation business.
(7) See the "Non-GAAP Financial Measures" section of the press release.
15