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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): February
7, 2024
XPO, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-32172 |
|
03-0450326 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Five American Lane,
Greenwich, Connecticut |
06831 |
(Address
of principal
executive offices) |
(Zip Code) |
(855)
976-6951
(Registrant’s telephone number, including
area code)
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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
XPO |
|
New
York Stock Exchange |
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 growth company ¨ |
| |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
| Item 2.02. |
Results of Operations and Financial Condition. |
On February 7, 2024, XPO, Inc. (the
“Company”) issued a press release announcing its results of operations for the fourth quarter and year ended December 31,
2023. 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
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 7, 2024 |
XPO, INC.
|
| |
By: |
/s/ Kyle Wismans |
| |
|
Kyle Wismans |
| |
|
Chief Financial Officer |
Exhibit 99.1
XPO Reports Fourth
Quarter 2023 Results
GREENWICH, Conn. – February
7, 2024 – XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2023, reflecting a strong
performance in a soft industry environment for freight transportation. The company reported diluted earnings from continuing operations
per share of $0.49 and adjusted diluted earnings from continuing operations per share of $0.77.
Fourth Quarter 2023 Summary Results
| Three months ended December 31, | |
Revenue | | |
Operating Income (Loss) | |
| (in millions) | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| North American Less-Than-Truckload Segment | |
$ | 1,187 | | |
$ | 1,093 | | |
| 8.6 | % | |
$ | 149 | | |
$ | 152 | | |
| -2.0 | % |
| European Transportation Segment | |
| 753 | | |
| 738 | | |
| 2.0 | % | |
| (2 | ) | |
| (60 | ) | |
| -96.7 | % |
| Corporate | |
| - | | |
| - | | |
| 0.0 | % | |
| (28 | ) | |
| (88 | ) | |
| -68.2 | % |
| Total | |
$ | 1,940 | | |
$ | 1,831 | | |
| 6.0 | % | |
$ | 119 | | |
$ | 4 | | |
| NM | |
| Memo: Gains on real estate transactions for NA LTL | |
| | | |
| | | |
| | | |
| - | | |
| 55 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Three months ended December 31, | |
Adjusted Operating Income(1) | | |
Adjusted EBITDA(1) | |
| (in millions) | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| North American Less-Than-Truckload Segment | |
$ | 160 | | |
$ | 106 | | |
| 50.9 | % | |
$ | 233 | | |
$ | 232 | | |
| 0.4 | % |
| European Transportation Segment | |
| 5 | | |
| 12 | | |
| -58.3 | % | |
| 36 | | |
| 39 | | |
| -7.7 | % |
| Corporate | |
| NA | | |
| NA | | |
| NA | | |
| (5 | ) | |
| (9 | ) | |
| -44.4 | % |
| Total | |
$ | NA | | |
$ | NA | | |
| NA | | |
$ | 264 | | |
$ | 262 | | |
| 0.8 | % |
| Memo: Gains on real estate transactions for NA LTL | |
| | | |
| | | |
| | | |
| - | | |
| 55 | | |
| | |
| Three months ended December 31, | |
Net Income (Loss)(2) | | |
Diluted EPS(3) | |
| (in millions, except for per-share data) | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Total | |
$ | 58 | | |
$ | (36 | ) | |
| NM | | |
$ | 0.49 | | |
$ | (0.31 | ) | |
| NM | |
| Three months ended December 31, | |
Diluted Weighted-Average Common Shares Outstanding | | |
| | |
Adjusted Diluted EPS(1)(3) | |
| (in millions, except for per-share data) | |
2023 | | |
2022 | | |
| | |
2023 | | |
2022 | | |
Change % | |
| Total | |
| 120 | | |
| 115 | | |
| | | |
| 0.77 | | |
| 0.98 | | |
| -21.4 | % |
NM - Not meaningful
NA - Not applicable
(1) Reconciliations of adjusted operating income, adjusted EBITDA and adjusted diluted EPS are provided in the attached financial tables
(2) Net income (loss) from continuing operations
(3) Diluted earnings (loss) from continuing operations per share
Mario Harik, chief executive officer of XPO, said, “We delivered
fourth quarter results that were solidly above expectations, reflecting substantial momentum in service quality, pricing and productivity.
Companywide, year-over-year, we grew revenue by 6% and adjusted EBITDA by 28%, excluding real estate gains in 2022.
“In North American LTL, we outperformed on every key operating
metric. This includes fourth quarter yield growth, excluding fuel, of 10.3%, adjusted operating income growth of 51%, and adjusted operating
ratio improvement of 380 basis points. Our tonnage per day was 2% higher than a year ago, with nearly 6% more shipments per day.
“Behind each of these gains is our LTL 2.0 growth plan and our
commitment to provide premium customer service. In the fourth quarter, we improved our damage claims ratio to a new company record of
0.3%. The more service quality we deliver, the more value our customers realize from doing business with us. This dynamic is a key driver
of our margin expansion.”
Harik continued, “It was gratifying to see our strategy take
root in 2023, XPO’s first full year as a standalone LTL company in North America. Every positive trend in the business comes from
our team’s strong execution. We’re excited to continue to capitalize on our momentum, while laying more groundwork for the
years ahead."
Fourth Quarter Highlights
For the fourth quarter 2023, revenue was $1.94 billion, compared to
$1.83 billion for the same period in 2022. The year-over-year increase in revenue was due primarily to higher yield, excluding fuel, and
an increase in tonnage per day in the North American LTL segment, partially offset by lower fuel surcharge revenue.
Net income from continuing operations was $58 million for the fourth
quarter, compared with a net loss of $36 million for the same period in 2022. Operating income was $119 million for the fourth quarter,
compared with $4 million for the same period in 2022. Diluted earnings from continuing operations per share was $0.49 for the fourth quarter,
compared with a loss per share of $0.31 for the same period in 2022.
Adjusted net income from continuing operations, a non-GAAP financial
measure, was $93 million for the fourth quarter, compared with $113 million for the same period in 2022. Adjusted diluted earnings from
continuing operations per share (“adjusted diluted EPS”), a non-GAAP financial measure, was $0.77 for the fourth quarter,
compared with $0.98 for the same period in 2022.
Adjusted earnings before interest, taxes, depreciation and amortization
(“adjusted EBITDA”), a non-GAAP financial measure, was $264 million for the fourth quarter, compared with $262 million for
the same period in 2022. The fourth quarter 2022 included $55 million of real estate gains.
The company generated $251 million of cash flow from operating activities
in the fourth quarter, and ended the quarter with $412 million of cash and cash equivalents on hand, after $1.03 billion of net capital
expenditures, including $878 million related to the acquisition of 28 service center locations.
Results by Business Segment
| · | North
American Less-Than-Truckload (LTL): The segment generated revenue of $1.19 billion for the fourth quarter 2023,
compared with $1.09 billion for the same period in 2022. On a year-over-year basis, shipments per day increased 5.7%, tonnage per day
increased 2.0%, and yield, excluding fuel, increased 10.3%. Including fuel, yield increased 5.8%. |
Operating income was $149 million for the fourth quarter
2023, compared with $152 million for the same period in 2022. Adjusted operating income, a non-GAAP financial measure, was $160 million
for the fourth quarter, compared with $106 million for the same period in 2022. Adjusted operating ratio, a non-GAAP financial measure,
was 86.5%, reflecting a year-over-year improvement of 380 basis points.
Adjusted EBITDA for
the fourth quarter 2023 was $233 million, compared with $232 million for the same period in 2022. The year-over-year increase in adjusted
EBITDA was due primarily to higher yield, excluding fuel, and an increase in tonnage per day, partially offset by lower fuel surcharge
revenue and pension income, as well as $55 million of gains from real estate sales in the 2022 period, compared with no gains in 2023.
Excluding the impact of real estate sales, adjusted EBITDA for the fourth quarter 2023 increased by 32% year-over-year.
| · | European Transportation: The segment generated revenue of $753 million
for the fourth quarter 2023, compared with $738 million for the same period in 2022. |
Operating loss was $2 million
for the fourth quarter 2023, compared with a loss of $60 million for the same period in 2022.
Adjusted EBITDA was $36 million for the fourth quarter, compared
with $39 million for the same period in 2022.
| · | Corporate: The segment generated an operating loss of $28 million
for the fourth quarter 2023, compared with a loss of $88 million for the same period in 2022. The year-over-year decrease in operating
loss was due primarily to a $29 million reduction in transaction and integration costs and a $29 million reduction in restructuring costs
as the company continues to rationalize corporate overhead. This was partially offset by an $8 million non-cash accrual in 2023 related
to the expected resolution of a previously disclosed environmental matter. |
Adjusted EBITDA, a non-GAAP financial measure, was a loss
of $5 million for the fourth quarter, compared with a loss of $9 million for the same period in 2022.
Conference Call
The company will hold a conference call
on Wednesday, February 7, 2024, 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 9, 2024. 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 13743551.
About XPO
XPO, Inc. (NYSE: XPO) is one of the
largest providers of asset-based less-than-truckload (LTL) transportation in North America, with proprietary technology that moves
goods efficiently through its network. Together with its business in Europe, XPO serves approximately 52,000 customers with 596 locations
and 38,000 employees. The company is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information,
and connect with XPO on Facebook, X, LinkedIn, 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 from continuing operations; adjusted diluted earnings
from continuing operations per share (“adjusted diluted EPS”); 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.
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 from continuing operations, adjusted diluted EPS, 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 and adjusted EBITDA margin improve
comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation
and amortization), goodwill impairment charge, 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 from continuing operations and adjusted diluted EPS 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 expenses as set out in the attached tables.
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, the
global shortage of certain components such as semiconductor chips, 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
and other network facilities, to our customers’ demands; our ability to implement our cost and revenue initiatives; the effectiveness
of our action plan, and other management actions, to improve our North American LTL business; our ability to benefit from a sale, spin-off
or other divestiture of one or more business units; our ability to successfully integrate and realize anticipated synergies, cost savings
and profit improvement opportunities with respect to acquired companies; goodwill impairment, including in connection with a business
unit sale or other divestiture; changes in tariffs, trade restrictions, trade agreements, tax policies, the impacts of our defined benefit
plans, difficulties in managing or overseeing foreign operations and external agents different liability standards, issues related to
compliance with data protection laws, competition laws, and intellectual property laws in countries that we provide services in; fluctuations
in currency exchange rates; fuel price and fuel surcharge changes; the expected benefits of the spin-offs of GXO Logistics, Inc. and RXO,
Inc. on the size and business diversity of our company; our ability to develop and implement suitable information technology systems;
the impact of potential cyber-attacks and information technology or data security breaches or failures; our indebtedness; our ability
to raise debt and equity capital; fluctuations in fixed and floating interest rates; seasonal fluctuations; issues related to our intellectual
property rights; our ability to maintain positive relationships with our network of third-party transportation providers; our ability
to successfully manage the transitions of certain management roles; our ability to attract and retain key employees, including qualified
drivers; labor matters; litigation; risks associated with our self-insured claims; governmental or political actions; and competition
and pricing pressures.
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.
Investor Contact
Brian Scasserra
+1 617-607-6429
brian.scasserra@xpo.com
Media Contact
Jaycie Cooper
+1 475-400-5003
jaycie.cooper@xpo.com
XPO, Inc.
Consolidated Statements of Income (Loss)
(Unaudited)
(In millions, except per share data)
| | |
Three Months Ended | | |
Years Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Revenue | |
$ | 1,940 | | |
$ | 1,831 | | |
| 6.0 | % | |
$ | 7,744 | | |
$ | 7,718 | | |
| 0.3 | % |
| Salaries, wages and employee benefits | |
| 805 | | |
| 729 | | |
| 10.4 | % | |
| 3,159 | | |
| 2,945 | | |
| 7.3 | % |
| Purchased transportation | |
| 422 | | |
| 449 | | |
| -6.0 | % | |
| 1,760 | | |
| 1,964 | | |
| -10.4 | % |
| Fuel, operating expenses and supplies | |
| 400 | | |
| 410 | | |
| -2.4 | % | |
| 1,623 | | |
| 1,687 | | |
| -3.8 | % |
| Operating taxes and licenses | |
| 15 | | |
| 14 | | |
| 7.1 | % | |
| 60 | | |
| 58 | | |
| 3.4 | % |
| Insurance and claims | |
| 38 | | |
| 38 | | |
| 0.0 | % | |
| 167 | | |
| 183 | | |
| -8.7 | % |
| Gains on sales of property and equipment | |
| (1 | ) | |
| (57 | ) | |
| -98.2 | % | |
| (5 | ) | |
| (60 | ) | |
| -91.7 | % |
| Depreciation and amortization expense | |
| 114 | | |
| 103 | | |
| 10.7 | % | |
| 432 | | |
| 392 | | |
| 10.2 | % |
| Goodwill impairment | |
| - | | |
| 64 | | |
| -100.0 | % | |
| - | | |
| 64 | | |
| -100.0 | % |
| Litigation matter (1) | |
| 8 | | |
| - | | |
| NM | | |
| 8 | | |
| - | | |
| NM | |
| Transaction and integration costs | |
| 11 | | |
| 42 | | |
| -73.8 | % | |
| 58 | | |
| 58 | | |
| 0.0 | % |
| Restructuring costs | |
| 9 | | |
| 35 | | |
| -74.3 | % | |
| 44 | | |
| 50 | | |
| -12.0 | % |
| Operating income | |
| 119 | | |
| 4 | | |
| NM | | |
| 438 | | |
| 377 | | |
| 16.2 | % |
| Other income | |
| (3 | ) | |
| (13 | ) | |
| -76.9 | % | |
| (15 | ) | |
| (55 | ) | |
| -72.7 | % |
| Debt extinguishment loss | |
| 2 | | |
| 13 | | |
| -84.6 | % | |
| 25 | | |
| 39 | | |
| -35.9 | % |
| Interest expense | |
| 42 | | |
| 32 | | |
| 31.3 | % | |
| 168 | | |
| 135 | | |
| 24.4 | % |
| Income (loss) from continuing operations before income tax provision | |
| 78 | | |
| (28 | ) | |
| NM | | |
| 260 | | |
| 258 | | |
| 0.8 | % |
| Income tax provision | |
| 20 | | |
| 8 | | |
| 150.0 | % | |
| 68 | | |
| 74 | | |
| -8.1 | % |
| Income (loss) from continuing operations | |
| 58 | | |
| (36 | ) | |
| NM | | |
| 192 | | |
| 184 | | |
| 4.3 | % |
| Income (loss) from discontinued operations, net of taxes | |
| - | | |
| (58 | ) | |
| -100.0 | % | |
| (3 | ) | |
| 482 | | |
| NM | |
| Net income (loss) | |
$ | 58 | | |
$ | (94 | ) | |
| NM | | |
$ | 189 | | |
$ | 666 | | |
| -71.6 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Continuing operations | |
$ | 58 | | |
$ | (36 | ) | |
| | | |
$ | 192 | | |
$ | 184 | | |
| | |
| Discontinued operations | |
| - | | |
| (58 | ) | |
| | | |
| (3 | ) | |
| 482 | | |
| | |
| Net income (loss) | |
$ | 58 | | |
$ | (94 | ) | |
| | | |
$ | 189 | | |
$ | 666 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic earnings (loss) per share (2) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Continuing operations | |
$ | 0.50 | | |
$ | (0.31 | ) | |
| | | |
$ | 1.66 | | |
$ | 1.60 | | |
| | |
| Discontinued operations | |
| - | | |
| (0.50 | ) | |
| | | |
| (0.02 | ) | |
| 4.19 | | |
| | |
| Basic earnings (loss) per share | |
$ | 0.50 | | |
$ | (0.81 | ) | |
| | | |
$ | 1.64 | | |
$ | 5.79 | | |
| | |
| Diluted earnings (loss) per share (2) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Continuing operations | |
$ | 0.49 | | |
$ | (0.31 | ) | |
| | | |
$ | 1.62 | | |
$ | 1.59 | | |
| | |
| Discontinued operations | |
| - | | |
| (0.50 | ) | |
| | | |
| (0.02 | ) | |
| 4.17 | | |
| | |
| Diluted earnings (loss) per share | |
$ | 0.49 | | |
$ | (0.81 | ) | |
| | | |
$ | 1.60 | | |
$ | 5.76 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted-average common shares outstanding | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic weighted-average common shares outstanding | |
| 116 | | |
| 115 | | |
| | | |
| 116 | | |
| 115 | | |
| | |
| Diluted weighted-average common shares outstanding | |
| 120 | | |
| 115 | | |
| | | |
| 118 | | |
| 116 | | |
| | |
NM - Not meaningful.
(1)
Relates to California Environmental Matters as described in Note 9 to the Company's third quarter Form 10-Q.
(2)
The sum of quarterly earnings (loss) per share may not equal year-to-date amounts due to differences in the weighted-average number of
shares outstanding during the respective periods.
XPO, Inc.
Consolidated Balance Sheets
(Unaudited)
(In millions, except per share data)
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 412 | | |
$ | 460 | |
| Accounts receivable, net of allowances of $45 and $43, respectively | |
| 973 | | |
| 954 | |
| Other current assets | |
| 208 | | |
| 199 | |
| Current assets of discontinued operations | |
| - | | |
| 17 | |
| Total current assets | |
| 1,593 | | |
| 1,630 | |
| Long-term assets | |
| | | |
| | |
| Property and equipment, net of $1,853 and $1,679 in accumulated depreciation, respectively | |
| 3,075 | | |
| 1,832 | |
| Operating lease assets | |
| 708 | | |
| 719 | |
| Goodwill | |
| 1,498 | | |
| 1,472 | |
| Identifiable intangible assets, net of $452 and $392 in accumulated amortization, respectively | |
| 422 | | |
| 407 | |
| Other long-term assets | |
| 196 | | |
| 209 | |
| Total long-term assets | |
| 5,899 | | |
| 4,639 | |
| Total assets | |
$ | 7,492 | | |
$ | 6,269 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 532 | | |
$ | 521 | |
| Accrued expenses | |
| 775 | | |
| 774 | |
| Short-term borrowings and current maturities of long-term debt | |
| 69 | | |
| 59 | |
| Short-term operating lease liabilities | |
| 121 | | |
| 107 | |
| Other current liabilities | |
| 93 | | |
| 30 | |
| Current liabilities of discontinued operations | |
| - | | |
| 16 | |
| Total current liabilities | |
| 1,590 | | |
| 1,507 | |
| Long-term liabilities | |
| | | |
| | |
| Long-term debt | |
| 3,335 | | |
| 2,473 | |
| Deferred tax liability | |
| 337 | | |
| 319 | |
| Employee benefit obligations | |
| 91 | | |
| 93 | |
| Long-term operating lease liabilities | |
| 588 | | |
| 606 | |
| Other long-term liabilities | |
| 285 | | |
| 259 | |
| Total long-term liabilities | |
| 4,636 | | |
| 3,750 | |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Common stock, $0.001 par value; 300 shares authorized; 116 and 115 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | |
| - | | |
| - | |
| Additional paid-in capital | |
| 1,298 | | |
| 1,238 | |
| Retained earnings (accumulated deficit) | |
| 185 | | |
| (4 | ) |
| Accumulated other comprehensive loss | |
| (217 | ) | |
| (222 | ) |
| Total equity | |
| 1,266 | | |
| 1,012 | |
| Total liabilities and equity | |
$ | 7,492 | | |
$ | 6,269 | |
XPO, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
| | |
Years Ended | |
| | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash flows from operating activities of continuing operations | |
| | | |
| | |
| Net income | |
$ | 189 | | |
$ | 666 | |
| Income (loss) from discontinued operations, net of taxes | |
| (3 | ) | |
| 482 | |
| Income from continuing operations | |
| 192 | | |
| 184 | |
| Adjustments to reconcile income from continuing operations to net cash from operating activities | |
| | | |
| | |
| Depreciation, amortization and net lease activity | |
| 432 | | |
| 392 | |
| Goodwill impairment | |
| - | | |
| 64 | |
| Stock compensation expense | |
| 78 | | |
| 77 | |
| Accretion of debt | |
| 11 | | |
| 16 | |
| Deferred tax expense | |
| 31 | | |
| 80 | |
| Gains on sales of property and equipment | |
| (5 | ) | |
| (60 | ) |
| Other | |
| 54 | | |
| 70 | |
| Changes in assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (46 | ) | |
| (100 | ) |
| Other assets | |
| (9 | ) | |
| (3 | ) |
| Accounts payable | |
| (48 | ) | |
| 62 | |
| Accrued expenses and other liabilities | |
| 4 | | |
| 42 | |
| Net cash provided by operating activities from continuing operations | |
| 694 | | |
| 824 | |
| Cash flows from investing activities of continuing operations | |
| | | |
| | |
| Payment for purchases of property and equipment | |
| (1,533 | ) | |
| (521 | ) |
| Proceeds from sale of property and equipment | |
| 29 | | |
| 88 | |
| Proceeds from settlement of cross currency swaps | |
| 2 | | |
| 29 | |
| Net cash used in investing activities from continuing operations | |
| (1,502 | ) | |
| (404 | ) |
| Cash flows from financing activities of continuing operations | |
| | | |
| | |
| Proceeds from issuance of debt | |
| 2,962 | | |
| - | |
| Repurchase of debt | |
| (2,117 | ) | |
| (1,068 | ) |
| Proceeds from borrowings on ABL facility | |
| - | | |
| 275 | |
| Repayment of borrowings on ABL facility | |
| - | | |
| (275 | ) |
| Repayment of debt and finance leases | |
| (71 | ) | |
| (61 | ) |
| Payment for debt issuance costs | |
| (27 | ) | |
| - | |
| Change in bank overdrafts | |
| 34 | | |
| (20 | ) |
| Payment for tax withholdings for restricted shares | |
| (19 | ) | |
| (27 | ) |
| Distribution from RXO and GXO spins, net | |
| - | | |
| 312 | |
| Other | |
| (1 | ) | |
| 3 | |
| Net cash provided by (used in) financing activities from continuing operations | |
| 761 | | |
| (861 | ) |
| Cash flows from discontinued operations | |
| | | |
| | |
| Operating activities of discontinued operations | |
| (12 | ) | |
| 8 | |
| Investing activities of discontinued operations | |
| 3 | | |
| 649 | |
| Financing activities of discontinued operations | |
| - | | |
| (1 | ) |
| Net cash provided by (used in) discontinued operations | |
| (9 | ) | |
| 656 | |
| Effect of exchange rates on cash, cash equivalents and restricted cash | |
| 5 | | |
| (18 | ) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| (51 | ) | |
| 197 | |
| Cash, cash equivalents and restricted cash, beginning of period | |
| 470 | | |
| 273 | |
| Cash, cash equivalents and restricted cash, end of period | |
$ | 419 | | |
$ | 470 | |
North American Less-Than-Truckload Segment
Summary Financial Table
(Unaudited)
(In millions)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Revenue (excluding fuel surcharge revenue) | |
$ | 966 | | |
$ | 851 | | |
| 13.5 | % | |
$ | 3,814 | | |
$ | 3,631 | | |
| 5.0 | % |
| Fuel surcharge revenue | |
| 221 | | |
| 242 | | |
| -8.7 | % | |
| 857 | | |
| 1,014 | | |
| -15.5 | % |
| Revenue | |
| 1,187 | | |
| 1,093 | | |
| 8.6 | % | |
| 4,671 | | |
| 4,645 | | |
| 0.6 | % |
| Salaries, wages and employee benefits | |
| 602 | | |
| 546 | | |
| 10.3 | % | |
| 2,346 | | |
| 2,176 | | |
| 7.8 | % |
| Purchased transportation | |
| 83 | | |
| 106 | | |
| -21.7 | % | |
| 366 | | |
| 499 | | |
| -26.7 | % |
| Fuel, operating expenses and supplies (1) | |
| 238 | | |
| 242 | | |
| -1.7 | % | |
| 956 | | |
| 983 | | |
| -2.7 | % |
| Operating taxes and licenses | |
| 13 | | |
| 11 | | |
| 18.2 | % | |
| 48 | | |
| 48 | | |
| 0.0 | % |
| Insurance and claims | |
| 21 | | |
| 25 | | |
| -16.0 | % | |
| 102 | | |
| 123 | | |
| -17.1 | % |
| (Gains) losses on sales of property and equipment | |
| 2 | | |
| (54 | ) | |
| NM | | |
| 8 | | |
| (54 | ) | |
| NM | |
| Depreciation and amortization | |
| 77 | | |
| 64 | | |
| 20.3 | % | |
| 291 | | |
| 239 | | |
| 21.8 | % |
| Transaction and integration costs | |
| - | | |
| 1 | | |
| -100.0 | % | |
| - | | |
| 3 | | |
| -100.0 | % |
| Restructuring costs | |
| 2 | | |
| - | | |
| NM | | |
| 12 | | |
| 5 | | |
| 140.0 | % |
| Operating income | |
| 149 | | |
| 152 | | |
| -2.0 | % | |
| 542 | | |
| 623 | | |
| -13.0 | % |
| Operating ratio (2) | |
| 87.4 | % | |
| 86.1 | % | |
| | | |
| 88.4 | % | |
| 86.6 | % | |
| | |
| Other income | |
| 1 | | |
| - | | |
| | | |
| 1 | | |
| 1 | | |
| | |
| Amortization expense | |
| 8 | | |
| 8 | | |
| | | |
| 34 | | |
| 34 | | |
| | |
| Transaction and integration costs | |
| - | | |
| 1 | | |
| | | |
| - | | |
| 3 | | |
| | |
| Restructuring costs | |
| 2 | | |
| - | | |
| | | |
| 12 | | |
| 5 | | |
| | |
| Gains on real estate transactions | |
| - | | |
| (55 | ) | |
| | | |
| - | | |
| (55 | ) | |
| | |
| Adjusted operating income (3) | |
$ | 160 | | |
$ | 106 | | |
| 50.9 | % | |
$ | 589 | | |
$ | 611 | | |
| -3.6 | % |
| Adjusted operating ratio (3) (4) | |
| 86.5 | % | |
| 90.3 | % | |
| | | |
| 87.4 | % | |
| 86.8 | % | |
| | |
| Depreciation expense | |
| 69 | | |
| 56 | | |
| | | |
| 257 | | |
| 205 | | |
| | |
| Pension income | |
| 4 | | |
| 15 | | |
| | | |
| 17 | | |
| 59 | | |
| | |
| Gains on real estate transactions | |
| - | | |
| 55 | | |
| | | |
| - | | |
| 55 | | |
| | |
| Other | |
| - | | |
| - | | |
| | | |
| 1 | | |
| 2 | | |
| | |
| Adjusted EBITDA (5) | |
$ | 233 | | |
$ | 232 | | |
| 0.4 | % | |
$ | 864 | | |
$ | 932 | | |
| -7.3 | % |
| Adjusted EBITDA margin (6) | |
| 19.6 | % | |
| 21.2 | % | |
| | | |
| 18.5 | % | |
| 20.1 | % | |
| | |
| Gains on real estate transactions | |
| - | | |
| 55 | | |
| | | |
| - | | |
| 55 | | |
| | |
| Adjusted EBITDA, excluding gains on real estate transactions (3) | |
$ | 233 | | |
$ | 177 | | |
| 31.6 | % | |
$ | 864 | | |
$ | 877 | | |
| -1.5 | % |
NM - Not meaningful.
(1) Fuel, operating expenses and supplies includes fuel-related taxes.
(2) Operating ratio is calculated as (1 - (Operating income divided by Revenue)).
(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)); 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.
(6) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
North American Less-Than-Truckload
Summary Data Table
(Unaudited)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Pounds per day (thousands) | |
| 69,357 | | |
| 67,996 | | |
| 2.0 | % | |
| 70,196 | | |
| 70,163 | | |
| 0.0 | % |
| Shipments per day | |
| 51,382 | | |
| 48,622 | | |
| 5.7 | % | |
| 51,322 | | |
| 49,257 | | |
| 4.2 | % |
| Average weight per shipment (in pounds) | |
| 1,350 | | |
| 1,398 | | |
| -3.4 | % | |
| 1,368 | | |
| 1,424 | | |
| -3.9 | % |
| Revenue per shipment | |
$ | 378.49 | | |
$ | 368.27 | | |
| 2.8 | % | |
$ | 362.38 | | |
$ | 373.10 | | |
| -2.9 | % |
| Gross revenue per hundredweight (including fuel surcharges) (1) | |
$ | 28.60 | | |
$ | 27.03 | | |
| 5.8 | % | |
$ | 27.07 | | |
$ | 26.90 | | |
| 0.6 | % |
| Gross revenue per hundredweight (excluding fuel surcharges) (1) | |
$ | 23.37 | | |
$ | 21.19 | | |
| 10.3 | % | |
$ | 22.21 | | |
$ | 21.18 | | |
| 4.9 | % |
| Average length of haul (in miles) | |
| 852.6 | | |
| 832.3 | | |
| | | |
| 842.6 | | |
| 831.1 | | |
| | |
| Total average load factor (2) | |
| 22,564 | | |
| 23,099 | | |
| -2.3 | % | |
| 22,789 | | |
| 23,718 | | |
| -3.9 | % |
| Average age of tractor fleet (years) | |
| 5.0 | | |
| 5.9 | | |
| | | |
| | | |
| | | |
| | |
| Number of working days | |
| 61.0 | | |
| 61.0 | | |
| | | |
| 251.0 | | |
| 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.
European Transportation Segment
Summary Financial Table
(Unaudited)
(In millions)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Revenue | |
$ | 753 | | |
$ | 738 | | |
| 2.0 | % | |
$ | 3,073 | | |
$ | 3,073 | | |
| 0.0 | % |
| Salaries, wages and employee benefits | |
| 200 | | |
| 180 | | |
| 11.1 | % | |
| 795 | | |
| 717 | | |
| 10.9 | % |
| Purchased transportation | |
| 339 | | |
| 343 | | |
| -1.2 | % | |
| 1,394 | | |
| 1,465 | | |
| -4.8 | % |
| Fuel, operating expenses and supplies (1) | |
| 162 | | |
| 161 | | |
| 0.6 | % | |
| 661 | | |
| 660 | | |
| 0.2 | % |
| Operating taxes and licenses | |
| 2 | | |
| 3 | | |
| -33.3 | % | |
| 12 | | |
| 10 | | |
| 20.0 | % |
| Insurance and claims | |
| 16 | | |
| 15 | | |
| 6.7 | % | |
| 59 | | |
| 57 | | |
| 3.5 | % |
| Gains on sales of property and equipment | |
| (3 | ) | |
| (3 | ) | |
| 0.0 | % | |
| (13 | ) | |
| (6 | ) | |
| 116.7 | % |
| Depreciation and amortization | |
| 36 | | |
| 32 | | |
| 12.5 | % | |
| 136 | | |
| 128 | | |
| 6.3 | % |
| Goodwill impairment | |
| - | | |
| 64 | | |
| -100.0 | % | |
| - | | |
| 64 | | |
| -100.0 | % |
| Transaction and integration costs | |
| - | | |
| 1 | | |
| -100.0 | % | |
| 2 | | |
| 6 | | |
| -66.7 | % |
| Restructuring costs | |
| 3 | | |
| 2 | | |
| 50.0 | % | |
| 12 | | |
| 6 | | |
| 100.0 | % |
| Operating income (loss) | |
$ | (2 | ) | |
$ | (60 | ) | |
| -96.7 | % | |
$ | 15 | | |
$ | (34 | ) | |
| NM | |
| Other expense | |
| (1 | ) | |
| - | | |
| | | |
| (2 | ) | |
| (1 | ) | |
| | |
| Amortization expense | |
| 5 | | |
| 5 | | |
| | | |
| 21 | | |
| 20 | | |
| | |
| Goodwill impairment | |
| - | | |
| 64 | | |
| | | |
| - | | |
| 64 | | |
| | |
| Transaction and integration costs | |
| - | | |
| 1 | | |
| | | |
| 2 | | |
| 6 | | |
| | |
| Restructuring costs | |
| 3 | | |
| 2 | | |
| | | |
| 12 | | |
| 6 | | |
| | |
| Adjusted operating income (2) | |
$ | 5 | | |
$ | 12 | | |
| -58.3 | % | |
$ | 48 | | |
$ | 61 | | |
| -21.3 | % |
| Depreciation expense | |
| 31 | | |
| 27 | | |
| | | |
| 115 | | |
| 108 | | |
| | |
| Adjusted EBITDA (3) | |
$ | 36 | | |
$ | 39 | | |
| -7.7 | % | |
$ | 163 | | |
$ | 169 | | |
| -3.6 | % |
| Adjusted EBITDA margin (4) | |
| 4.7 | % | |
| 5.2 | % | |
| | | |
| 5.3 | % | |
| 5.5 | % | |
| | |
NM - Not meaningful.
(1) Fuel, operating expenses and supplies includes fuel-related taxes.
(2) See the “Non-GAAP Financial Measures” section of the press release.
(3) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280.
(4) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
Corporate
Summary Financial Table
(Unaudited)
(In millions)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Revenue | |
$ | - | | |
$ | - | | |
| 0.0 | % | |
$ | - | | |
$ | - | | |
| 0.0 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Salaries, wages and employee benefits | |
| 3 | | |
| 3 | | |
| 0.0 | % | |
| 18 | | |
| 52 | | |
| -65.4 | % |
| Fuel, operating expenses and supplies | |
| - | | |
| 7 | | |
| -100.0 | % | |
| 6 | | |
| 44 | | |
| -86.4 | % |
| Operating taxes and licenses | |
| - | | |
| - | | |
| 0.0 | % | |
| - | | |
| - | | |
| 0.0 | % |
| Insurance and claims | |
| 1 | | |
| (2 | ) | |
| -150.0 | % | |
| 6 | | |
| 3 | | |
| 100.0 | % |
| Depreciation and amortization | |
| 1 | | |
| 7 | | |
| -85.7 | % | |
| 5 | | |
| 25 | | |
| -80.0 | % |
| Litigation matter (1) | |
| 8 | | |
| - | | |
| NM | | |
| 8 | | |
| - | | |
| NM | |
| Transaction and integration costs | |
| 11 | | |
| 40 | | |
| -72.5 | % | |
| 56 | | |
| 49 | | |
| 14.3 | % |
| Restructuring costs | |
| 4 | | |
| 33 | | |
| -87.9 | % | |
| 20 | | |
| 39 | | |
| -48.7 | % |
| Operating loss | |
$ | (28 | ) | |
$ | (88 | ) | |
| -68.2 | % | |
$ | (119 | ) | |
$ | (212 | ) | |
| -43.9 | % |
| Other income (expense) (2) | |
| (1 | ) | |
| (1 | ) | |
| | | |
| (1 | ) | |
| (5 | ) | |
| | |
| Depreciation and amortization | |
| 1 | | |
| 7 | | |
| | | |
| 5 | | |
| 25 | | |
| | |
| Litigation matter (1) | |
| 8 | | |
| - | | |
| | | |
| 8 | | |
| - | | |
| | |
| Transaction and integration costs | |
| 11 | | |
| 40 | | |
| | | |
| 56 | | |
| 49 | | |
| | |
| Restructuring costs | |
| 4 | | |
| 33 | | |
| | | |
| 20 | | |
| 39 | | |
| | |
| Adjusted EBITDA (3) | |
$ | (5 | ) | |
$ | (9 | ) | |
| -44.4 | % | |
$ | (31 | ) | |
$ | (104 | ) | |
| -70.2 | % |
NM - Not meaningful.
(1)
Relates to California Environmental Matters as described in Note 9 to the Company's third quarter Form 10-Q.
(2)
Other income (expense) consists of foreign currency gain (loss) and other income (expense).
(3)
See the “Non-GAAP Financial Measures” section of the press release.
XPO, Inc.
Reconciliation of Non-GAAP Measures
(Unaudited)
(In millions)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
Change % | | |
2023 | | |
2022 | | |
Change % | |
| Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) from continuing operations | |
$ | 58 | | |
$ | (36 | ) | |
| NM | | |
$ | 192 | | |
$ | 184 | | |
| 4.3 | % |
| Debt extinguishment loss | |
| 2 | | |
| 13 | | |
| | | |
| 25 | | |
| 39 | | |
| | |
| Interest expense | |
| 42 | | |
| 32 | | |
| | | |
| 168 | | |
| 135 | | |
| | |
| Income tax provision | |
| 20 | | |
| 8 | | |
| | | |
| 68 | | |
| 74 | | |
| | |
| Depreciation and amortization expense | |
| 114 | | |
| 103 | | |
| | | |
| 432 | | |
| 392 | | |
| | |
| Goodwill impairment | |
| - | | |
| 64 | | |
| | | |
| - | | |
| 64 | | |
| | |
| Litigation matter (1) | |
| 8 | | |
| - | | |
| | | |
| 8 | | |
| - | | |
| | |
| Transaction and integration costs | |
| 11 | | |
| 42 | | |
| | | |
| 58 | | |
| 58 | | |
| | |
| Restructuring costs | |
| 9 | | |
| 35 | | |
| | | |
| 44 | | |
| 50 | | |
| | |
| Other | |
| - | | |
| 1 | | |
| | | |
| 1 | | |
| 1 | | |
| | |
| Adjusted EBITDA (2) | |
$ | 264 | | |
$ | 262 | | |
| 0.8 | % | |
$ | 996 | | |
$ | 997 | | |
| -0.1 | % |
| Revenue | |
$ | 1,940 | | |
$ | 1,831 | | |
| 6.0 | % | |
$ | 7,744 | | |
$ | 7,718 | | |
| 0.3 | % |
| Adjusted EBITDA margin (2) (3) | |
| 13.6 | % | |
| 14.3 | % | |
| | | |
| 12.9 | % | |
| 12.9 | % | |
| | |
| Gains on real estate transactions | |
| - | | |
| 55 | | |
| | | |
| - | | |
| 55 | | |
| | |
| Adjusted EBITDA, excluding gains on real estate transactions (2) | |
$ | 264 | | |
$ | 207 | | |
| 27.5 | % | |
$ | 996 | | |
$ | 942 | | |
| 5.7 | % |
NM - Not meaningful.
(1) Relates to California Environmental Matters as described in Note 9 to the Company's third quarter Form 10-Q.
(2) See the “Non-GAAP Financial Measures” section of the press release.
(3) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
XPO, Inc.
Reconciliation of Non-GAAP Measures (cont.)
(Unaudited)
(In millions, except per share data)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Reconciliation of Net Income (Loss) from Continuing Operations and Diluted Earnings (Loss) Per Share from Continuing Operations to Adjusted Net Income from Continuing Operations and Adjusted Earnings Per Share from Continuing Operations | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) from continuing operations | |
$ | 58 | | |
$ | (36 | ) | |
$ | 192 | | |
$ | 184 | |
| Debt extinguishment loss | |
| 2 | | |
| 13 | | |
| 25 | | |
| 39 | |
| Amortization of acquisition-related intangible assets | |
| 13 | | |
| 14 | | |
| 55 | | |
| 54 | |
| Goodwill impairment | |
| - | | |
| 64 | | |
| - | | |
| 64 | |
| Litigation matter (1) | |
| 8 | | |
| - | | |
| 8 | | |
| - | |
| Transaction and integration costs | |
| 11 | | |
| 42 | | |
| 58 | | |
| 58 | |
| Restructuring costs | |
| 9 | | |
| 35 | | |
| 44 | | |
| 50 | |
| Income tax associated with the adjustments above (2) | |
| (8 | ) | |
| (19 | ) | |
| (36 | ) | |
| (41 | ) |
| Adjusted net income from continuing operations (4) | |
$ | 93 | | |
$ | 113 | | |
$ | 346 | | |
$ | 408 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted diluted earnings from continuing operations per share (4) | |
$ | 0.77 | | |
$ | 0.98 | | |
$ | 2.92 | | |
$ | 3.53 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
| Diluted weighted-average common shares outstanding | |
| 120 | | |
| 115 | | |
| 118 | | |
| 116 | |
| Incremental dilutive effect of stock-based awards | |
| - | | |
| 1 | | |
| - | | |
| - | |
| Adjusted diluted weighted-average common shares outstanding | |
| 120 | | |
| 116 | | |
| 118 | | |
| 116 | |
(1)
Relates to California Environmental Matters as described in Note 9 to the Company's third quarter Form 10-Q.
(2) 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 | |
$ | - | | |
$ | 3 | | |
$ | 5 | | |
$ | 9 | |
| Amortization of acquisition-related intangible assets | |
| 3 | | |
| 3 | | |
| 13 | | |
| 12 | |
| Goodwill impairment (3) | |
| - | | |
| - | | |
| - | | |
| - | |
| Litigation matter | |
| 2 | | |
| - | | |
| 2 | | |
| - | |
| Transaction and integration costs | |
| 1 | | |
| 7 | | |
| 6 | | |
| 11 | |
| Restructuring costs | |
| 2 | | |
| 6 | | |
| 10 | | |
| 9 | |
| | |
$ | 8 | | |
$ | 19 | | |
$ | 36 | | |
$ | 41 | |
The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible compensation, and contribution- and margin-based taxes.
(3)
Goodwill impairment is a non-deductible charge.
(4) See the "Non-GAAP Financial Measures" section of the press release.
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