XPO XPO Inc

 

 

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): October 30, 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)

 

(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 October 30, 2024, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2024. 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 October 30, 2024, 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: October 30, 2024	XPO, INC.
	By:	/s/ Kyle Wismans
		Kyle Wismans
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

XPO Reports Third Quarter 2024 Results

 

GREENWICH, Conn. – October 30, 2024 – XPO (NYSE: XPO) today announced its financial results for the third quarter 2024. The company reported diluted earnings from continuing operations per share of $0.79, compared with $0.72 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $1.02, compared with $0.88 for the same period in 2023.

 

Third Quarter 2024 Summary Results

 

Three months ended September 30,		Revenue												Operating Income (Loss)
(in millions)		2024				2023				Change %				2024				2023				Change %
North American Less-Than-Truckload Segment		$	1,251			$	1,228				1.9	%		$	188			$	161				16.8	%
European Transportation Segment			803				752				6.8	%			6				8				-25.0	%
Corporate			-				-				0.0	%			(18	)			(15	)			20.0	%
Total		$	2,053			$	1,980				3.7	%		$	176			$	154				14.3	%
Three months ended September 30,		Adjusted Operating Income(1)												Adjusted EBITDA(1)(2)
(in millions)		2024				2023				Change %				2024				2023				Change %
North American Less-Than-Truckload Segment		$	198			$	170				16.5	%		$	284			$	241				17.8	%
European Transportation Segment			13				15				-13.3	%			44				44				0.0	%
Corporate			NA				NA				NA				5				(7	)			NM
Total		$	NA			$	NA				NA			$	333			$	278				19.8	%
Three months ended September 30,		Net Income (2)(3)												Diluted EPS (2)(4)
(in millions, except for per-share data)		2024				2023				Change %				2024				2023				Change %
Total		$	95			$	86				10.5	%		$	0.79			$	0.72				9.7	%
Three months ended September 30,		Diluted Weighted-Average Common Shares Outstanding												Adjusted Diluted EPS(1)(2)(4)
(in millions, except for per-share data)			2024				2023								2024				2023				Change %
Total			120				119							$	1.02			$	0.88				15.9	%

 

NM - Not meaningful

Amounts may not add due to rounding.

NA - Not applicable

⁽¹⁾ See the “Non-GAAP Financial Measures” section of the press release

⁽²⁾ Includes a $9 million gain ($7 million after-tax or $0.06 per share) on a past investment in a private company that was sold in the quarter

⁽³⁾ Net income from continuing operations

⁽⁴⁾ Diluted earnings from continuing operations per share ("diluted EPS")

 

Mario Harik, chief executive officer of XPO, said, “We reported strong year-over-year earnings growth in the third quarter, as we continued to improve the business in a soft freight environment. Companywide, we increased adjusted EBITDA by 20% and adjusted diluted EPS by 16%.

 

“In North American LTL, we grew adjusted operating income by 17% and achieved an adjusted operating ratio of 84.2% — 200 basis points better than the prior year, at the high end of our target range. We drove yield, ex-fuel, higher by 6.7% and increased revenue per shipment by 6.6%, underpinned by pricing gains. In addition, we generated stronger operating leverage on our top-line growth by managing variable costs more effectively with our proprietary technology. And we’re tracking three years ahead of plan with linehaul insourcing, which enhances our network efficiency and quality of service.”

 

 

Harik continued, “We’re delivering on the strong results we promised for 2024, while positioning the business to accelerate earnings growth when the freight market recovers. The world-class service we provide creates value for our customers and will continue to be a key driver of our margin expansion.”

 

Third Quarter Highlights

 

For the third quarter 2024, the company generated revenue of $2.05 billion, compared with $1.98 billion for the same period in 2023. The year-over-year increase in revenue was due primarily to higher yield in the North American LTL segment and volume growth in the European Transportation segment.

 

Operating income was $176 million for the third quarter, compared with $154 million for the same period in 2023. Net income from continuing operations was $95 million for the third quarter, compared with $86 million for the same period in 2023. Diluted earnings from continuing operations per share was $0.79 for the third quarter, compared with $0.72 for the same period in 2023.

 

Adjusted net income from continuing operations, a non-GAAP financial measure, was $122 million for the third quarter, compared with $105 million for the same period in 2023. Adjusted diluted EPS, a non-GAAP financial measure, was $1.02 for the third quarter, compared with $0.88 for the same period in 2023.

 

Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $333 million for the third quarter, compared with $278 million for the same period in 2023.

 

The company generated $264 million of cash flow from operating activities in the third quarter and ended the quarter with $378 million of cash and cash equivalents on hand, after $123 million of net capital expenditures.

 

Results by Business Segment

 

·

North American Less-Than-Truckload (LTL): The segment generated revenue of $1.25 billion for the third quarter 2024, compared with $1.23 billion for the same period in 2023. On a year-over-year basis, shipments per day decreased 3.2%, tonnage per day decreased 3.9%, and yield, excluding fuel, increased 6.7%. Including fuel, yield increased 3.7%.

 

Operating income was $188 million for the third quarter 2024, compared with $161 million for the same period in 2023. Adjusted operating income, a non-GAAP financial measure, was $198 million for the third quarter, compared with $170 million for the same period in 2023. Adjusted operating ratio, a non-GAAP financial measure, was 84.2%, reflecting a year-over-year improvement of 200 basis points.

 

Adjusted EBITDA for the third quarter 2024 was $284 million, compared with $241 million for the same period in 2023. The 18% increase in adjusted EBITDA was due primarily to higher yield, excluding fuel, and lower purchased transportation costs year-over-year, partially offset by lower fuel surcharge revenue.

 

 

·

European Transportation: The segment generated revenue of $803 million for the third quarter 2024, compared with $752 million for the same period in 2023, primarily driven by volume growth. Operating income was $6 million for the third quarter, compared with $8 million for the same period in 2023.

 

Adjusted EBITDA was $44 million for both the third quarter 2024 and the same period in 2023.

 

·

Corporate: The segment generated an operating loss of $18 million for the third quarter 2024, compared with a loss of $15 million for the same period in 2023.

 

Adjusted EBITDA, a non-GAAP financial measure, was $5 million for the third quarter 2024, compared with a loss of $7 million for the same period in 2023, including a benefit of $9 million from a gain on a past investment in a private company that was sold in the quarter.

 

Conference Call

 

The company will hold a conference call on Wednesday, October 30, 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 November 29, 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 13749187.

 

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 18 billion pounds of freight per year, enabled by its proprietary technology. XPO serves approximately 54,000 customers with 611 locations and 38,000 employees in North America and Europe, with headquarters 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 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 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), 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 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; 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 service; the anticipated impact of a freight market recovery on our business; 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; the expected benefits of the spin-offs of GXO Logistics, Inc. and RXO, Inc.; 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 interest rates; seasonal fluctuations; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain key employees including qualified drivers; labor matters; litigation; 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

Cole Horton

+1 203-609-6004

cole.horton@xpo.com

 

 

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In millions, except per share data)

 

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2024				2023				Change %				2024				2023				Change %
Revenue		$	2,053			$	1,980				3.7	%		$	6,150			$	5,804				6.0	%
Salaries, wages and employee benefits			852				809				5.3	%			2,541				2,354				7.9	%
Purchased transportation			430				437				-1.6	%			1,303				1,338				-2.6	%
Fuel, operating expenses and supplies			399				406				-1.7	%			1,213				1,223				-0.8	%
Operating taxes and licenses			21				15				40.0	%			61				45				35.6	%
Insurance and claims			33				39				-15.4	%			105				129				-18.6	%
(Gains) losses on sales of property and equipment			-				1				-100.0	%			(5	)			(4	)			25.0	%
Depreciation and amortization expense			126				110				14.5	%			365				318				14.8	%
Transaction and integration costs			13				8				62.5	%			39				47				-17.0	%
Restructuring costs			3				1				200.0	%			17				35				-51.4	%
Operating income			176				154				14.3	%			511				319				60.2	%
Other income			(15	)			(4	)			275.0	%			(31	)			(12	)			158.3	%
Debt extinguishment loss			-				-				0.0	%			-				23				-100.0	%
Interest expense			56				41				36.6	%			170				126				34.9	%
Income from continuing operations before income tax provision			135				117				15.4	%			372				182				104.4	%
Income tax provision			40				31				29.0	%			60				48				25.0	%
Income from continuing operations			95				86				10.5	%			312				134				132.8	%
Loss from discontinued operations, net of taxes			-				(2	)			-100.0	%			-				(3	)			-100.0	%
Net income		$	95			$	84				13.1	%		$	312			$	131				138.2	%
Net income (loss)
Continuing operations		$	95			$	86							$	312			$	134
Discontinued operations			-				(2	)							-				(3	)
Net income		$	95			$	84							$	312			$	131
Basic earnings (loss) per share (1)
Continuing operations		$	0.81			$	0.74							$	2.68			$	1.16
Discontinued operations			-				(0.01	)							-				(0.02	)
Basic earnings per share		$	0.81			$	0.73							$	2.68			$	1.14
Diluted earnings (loss) per share (1)
Continuing operations		$	0.79			$	0.72							$	2.60			$	1.14
Discontinued operations			-				(0.01	)							-				(0.02	)
Diluted earnings per share		$	0.79			$	0.71							$	2.60			$	1.12
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding			116				116								116				116
Diluted weighted-average common shares outstanding			120				119								120				118

 

Amounts may not add due to rounding.

⁽¹⁾ 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.

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except per share data)

 

		September 30,				December 31,
		2024				2023
ASSETS
Current assets
Cash and cash equivalents		$	378			$	412
Accounts receivable, net of allowances of $46 and $45, respectively			1,064				973
Other current assets			212				208
Total current assets			1,654				1,593
Long-term assets
Property and equipment, net of $1,991 and $1,853 in accumulated depreciation, respectively			3,357				3,075
Operating lease assets			750				708
Goodwill			1,516				1,498
Identifiable intangible assets, net of $499 and $452 in accumulated amortization, respectively			381				422
Other long-term assets			266				196
Total long-term assets			6,269				5,899
Total assets		$	7,923			$	7,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	445			$	532
Accrued expenses			805				775
Short-term borrowings and current maturities of long-term debt			68				69
Short-term operating lease liabilities			134				121
Other current liabilities			112				93
Total current liabilities			1,563				1,590
Long-term liabilities
Long-term debt			3,343				3,335
Deferred tax liability			371				337
Employee benefit obligations			88				91
Long-term operating lease liabilities			614				588
Other long-term liabilities			303				285
Total long-term liabilities			4,719				4,636
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 116 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			-				-
Additional paid-in capital			1,340				1,298
Retained earnings			496				185
Accumulated other comprehensive loss			(195	)			(217	)
Total equity			1,641				1,266
Total liabilities and equity		$	7,923			$	7,492

 

Amounts may not add due to rounding.

 

 

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

 

		Nine Months Ended
		September 30,
		2024				2023
Cash flows from operating activities of continuing operations
Net income		$	312			$	131
Loss from discontinued operations, net of taxes			-				(3	)
Income from continuing operations			312				134
Adjustments to reconcile income from continuing operations to net cash from operating activities
Depreciation and amortization			365				318
Stock compensation expense			64				58
Accretion of debt			8				8
Deferred tax expense			39				16
Gains on sales of property and equipment			(5	)			(4	)
Other			-				46
Changes in assets and liabilities
Accounts receivable			(87	)			(141	)
Other assets			(71	)			(24	)
Accounts payable			(29	)			(38	)
Accrued expenses and other liabilities			21				70
Net cash provided by operating activities from continuing operations			619				443
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment			(623	)			(494	)
Proceeds from sale of property and equipment			17				19
Proceeds from settlement of cross currency swaps			-				2
Proceeds from sale of investment			8				-
Net cash used in investing activities from continuing operations			(598	)			(473	)
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt			-				1,977
Repurchase of debt			-				(2,003	)
Repayment of debt and finance leases			(64	)			(50	)
Payment for debt issuance costs			(4	)			(15	)
Change in bank overdrafts			32				30
Payment for tax withholdings for restricted shares			(21	)			(12	)
Other			(1	)			1
Net cash used in financing activities from continuing operations			(59	)			(72	)
Cash flows from discontinued operations
Operating activities of discontinued operations			-				(11	)
Investing activities of discontinued operations			-				2
Net cash used in discontinued operations			-				(9	)
Effect of exchange rates on cash, cash equivalents and restricted cash			5				2
Net decrease in cash, cash equivalents and restricted cash			(33	)			(109	)
Cash, cash equivalents and restricted cash, beginning of period			419				470
Cash, cash equivalents and restricted cash, end of period		$	385			$	361

 

Amounts may not add due to rounding.

 

 

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In millions)

 

		Three Months Ended September 30,												Nine Months Ended September 30,
		2024				2023				Change %				2024				2023				Change %
Revenue (excluding fuel surcharge revenue)		$	1,055			$	1,005				5.0	%		$	3,130			$	2,848				9.9	%
Fuel surcharge revenue			195				223				-12.6	%			613				636				-3.6	%
Revenue			1,251				1,228				1.9	%			3,743				3,484				7.4	%
Salaries, wages and employee benefits			642				616				4.2	%			1,894				1,744				8.6	%
Purchased transportation			58				97				-40.2	%			204				283				-27.9	%
Fuel, operating expenses and supplies (1)			231				244				-5.3	%			710				718				-1.1	%
Operating taxes and licenses			17				11				54.5	%			49				35				40.0	%
Insurance and claims			21				20				5.0	%			63				81				-22.2	%
Losses on sales of property and equipment			3				4				-25.0	%			7				6				16.7	%
Depreciation and amortization			89				75				18.7	%			257				214				20.1	%
Transaction and integration costs			-				-				0.0	%			1				-				NM
Restructuring costs			-				-				0.0	%			2				10				-80.0	%
Operating income			188				161				16.8	%			556				393				41.5	%
Operating ratio (2)			85.0	%			86.8	%							85.1	%			88.7	%
Amortization expense			9				9								27				26
Transaction and integration costs			-				-								1				-
Restructuring costs			-				-								2				10
Adjusted operating income (3)		$	198			$	170				16.5	%		$	587			$	429				36.8	%
Adjusted operating ratio (3) (4)			84.2	%			86.2	%							84.3	%			87.7	%
Depreciation expense			80				66								229				188
Pension income			6				5								19				13
Other			-				-								-				1
Adjusted EBITDA (5)		$	284			$	241				17.8	%		$	836			$	631				32.5	%
Adjusted EBITDA margin (6)			22.7	%			19.6	%							22.3	%			18.1	%

 

Amounts may not add due to rounding.

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)) 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.

⁽⁶⁾ Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

 

 

North American Less-Than-Truckload

Summary Data Table

(Unaudited)

 

		Three Months Ended September 30,												Nine Months Ended September 30,
		2024				2023				Change %				2024				2023				Change %
Pounds per day (thousands)			69,470				72,257				-3.9	%			70,950				70,465				0.7	%
Shipments per day			51,921				53,637				-3.2	%			52,281				51,303				1.9	%
Average weight per shipment (in pounds)			1,338				1,347				-0.7	%			1,357				1,374				-1.2	%
Revenue per shipment (including fuel surcharges)		$	379.00			$	366.36				3.5	%		$	374.57			$	357.20				4.9	%
Revenue per shipment (excluding fuel surcharges)		$	319.75			$	299.85				6.6	%		$	313.16			$	291.96				7.3	%
Gross revenue per hundredweight (including fuel surcharges) (1)		$	28.77			$	27.74				3.7	%		$	28.20			$	26.59				6.1	%
Gross revenue per hundredweight (excluding fuel surcharges) (1)		$	24.34			$	22.81				6.7	%		$	23.67			$	21.84				8.4	%
Average length of haul (in miles)			855.7				850.0								850.5				839.4
Total average load factor (2)			22,644				22,683				-0.2	%			22,800				22,862				-0.3	%
Average age of tractor fleet (years)			4.2				5.2
Number of working days			63.5				62.5								191.0				190.0

 

⁽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.

 

 

European Transportation Segment

Summary Financial Table

(Unaudited)

(In millions)

 

		Three Months Ended September 30,												Nine Months Ended September 30,
		2024				2023				Change %				2024				2023				Change %
Revenue		$	803			$	752				6.8	%		$	2,407			$	2,320				3.8	%
Salaries, wages and employee benefits			206				189				9.0	%			634				595				6.6	%
Purchased transportation			372				340				9.4	%			1,100				1,055				4.3	%
Fuel, operating expenses and supplies (1)			168				162				3.7	%			503				499				0.8	%
Operating taxes and licenses			4				4				0.0	%			12				10				20.0	%
Insurance and claims			12				15				-20.0	%			39				43				-9.3	%
Gains on sales of property and equipment			(4	)			(3	)			33.3	%			(12	)			(10	)			20.0	%
Depreciation and amortization			36				35				2.9	%			106				100				6.0	%
Transaction and integration costs			1				1				0.0	%			2				2				0.0	%
Restructuring costs			2				1				100.0	%			13				9				44.4	%
Operating income		$	6			$	8				-25.0	%		$	12			$	17				-29.4	%
Other expense			(1	)			(1	)							(1	)			(1	)
Amortization expense			5				6								16				16
Transaction and integration costs			1				1								2				2
Restructuring costs			2				1								13				9
Adjusted operating income (2)		$	13			$	15				-13.3	%		$	41			$	43				-4.7	%
Depreciation expense			31				29								90				84
Adjusted EBITDA (3)		$	44			$	44				0.0	%		$	131			$	127				3.1	%
Adjusted EBITDA margin (4)			5.4	%			5.8	%							5.4	%			5.5	%

 

Amounts may not add due to rounding.

⁽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 using the underlying unrounded amounts.

 

 

Corporate

Summary Financial Table

(Unaudited)

(In millions)

 

		Three Months Ended September 30,												Nine Months Ended September 30,
		2024				2023				Change %				2024				2023				Change %
Revenue		$	-			$	-				0.0	%		$	-			$	-				0.0	%
Salaries, wages and employee benefits			4				4				0.0	%			13				15				-13.3	%
Fuel, operating expenses and supplies			-				-				0.0	%			-				6				-100.0	%
Operating taxes and licenses			-				-				0.0	%			-				-				0.0	%
Insurance and claims			-				4				-100.0	%			3				5				-40.0	%
Depreciation and amortization			1				-				NM				3				4				-25.0	%
Transaction and integration costs			12				7				71.4	%			36				45				-20.0	%
Restructuring costs			1				-				NM				2				16				-87.5	%
Operating loss		$	(18	)		$	(15	)			20.0	%		$	(57	)		$	(91	)			-37.4	%
Other income (expense) (1)			9				1								13				-
Depreciation and amortization			1				-								3				4
Transaction and integration costs			12				7								36				45
Restructuring costs			1				-								2				16
Adjusted EBITDA (2)		$	5			$	(7	)			NM			$	(3	)		$	(26	)			-88.5	%

 

Amounts may not add due to rounding.

NM - Not meaningful.

⁽¹⁾ Other income (expense) consists of foreign currency gain (loss) and other income (expense), which is primarily comprised of investment income in 2024.

⁽²⁾ See the “Non-GAAP Financial Measures” section of the press release.

 

 

XPO, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited)

(In millions)

 

		Three Months Ended September 30,												Nine Months Ended September 30,
		2024				2023				Change %				2024				2023				Change %
Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA
Net income from continuing operations		$	95			$	86				10.5	%		$	312			$	134				132.8	%
Debt extinguishment loss			-				-								-				23
Interest expense			56				41								170				126
Income tax provision			40				31								60				48
Depreciation and amortization expense			126				110								365				318
Transaction and integration costs			13				8								39				47
Restructuring costs			3				1								17				35
Other			-				1								-				1
Adjusted EBITDA (1)		$	333			$	278				19.8	%		$	964			$	732				31.7	%
Revenue		$	2,053			$	1,980				3.7	%		$	6,150			$	5,804				6.0	%
Adjusted EBITDA margin (1) (2)			16.2	%			14.0	%							15.7	%			12.6	%

 

Amounts may not add due to rounding.

⁽¹⁾ See the “Non-GAAP Financial Measures” section of the press release.

⁽²⁾ Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

 

 

XPO, Inc.

Reconciliation of Non-GAAP Measures (cont.)

(Unaudited)

(In millions, except per share data)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Reconciliation of Net Income from Continuing Operations and Diluted Earnings Per Share from Continuing Operations to Adjusted Net Income from Continuing Operations and Adjusted Earnings Per Share from Continuing Operations
Net income from continuing operations		$	95			$	86			$	312			$	134
Debt extinguishment loss			-				-				-				23
Amortization of acquisition-related intangible assets			14				15				43				42
Transaction and integration costs			13				8				39				47
Restructuring costs			3				1				17				35
Income tax associated with the adjustments above (1)			(5	)			(5	)			(18	)			(28	)
European legal entity reorganization (2)			2				-				(40	)			-
Adjusted net income from continuing operations (3)		$	122			$	105			$	354			$	253
Adjusted diluted earnings from continuing operations per share (3)		$	1.02			$	0.88			$	2.95			$	2.15
Weighted-average common shares outstanding
Diluted weighted-average common shares outstanding			120				119				120				118
Amounts may not add due to rounding.
(1) 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		$	-			$	-			$	-			$	5
Amortization of acquisition-related intangible assets			3				4				10				10
Transaction and integration costs			1				-				4				5
Restructuring costs			1				1				4				8
		$	5			$	5			$	18			$	28

 

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, and contribution- and margin-based taxes.

 

⁽²⁾ Reflects a tax benefit recognized in the second quarter of 2024 and the subsequent adjustment recognized in the third quarter of 2024 related to a legal entity reorganization within our European Transportation business.

⁽³⁾ See the "Non-GAAP Financial Measures" section of the press release.

 

v3.24.3

Cover	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity File Number	001-32172
Entity Registrant Name	XPO, INC.
Entity Central Index Key	0001166003
Entity Tax Identification Number	03-0450326
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Five American Lane
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	855
Local Phone Number	976-6951
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	XPO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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