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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): December 3, 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 7.01. Regulation FD Disclosure
On December 3, 2024, XPO, Inc. (the “Company”)
issued a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for the month of November 2024.
A copy of the press release is attached as Exhibit 99.1.
The Company is providing final
operating metrics for its North American Less-Than-Truckload segment for the month of October 2024. In the month of October 2024
weight per day decreased 8.0%, as compared with October 2023, attributable to a year-over-year decrease of 6.5% in shipments
per day and a decrease of 1.6% in weight per shipment.
The information furnished in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any
filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically
incorporates any such information by reference.
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: December 3, 2024 |
XPO, INC. |
|
|
|
|
By: |
/s/ Kyle Wismans |
|
|
Kyle Wismans |
|
|
Chief Financial Officer |
Exhibit 99.1
XPO Provides North American LTL Operating Data
for November 2024
GREENWICH, Conn. – December 3, 2024 – XPO
(NYSE: XPO), a leading provider of freight transportation in North America, today
reported certain preliminary LTL segment operating metrics for November 2024. LTL tonnage per day decreased 4.0%, as compared
with November 2023, attributable to a year-over-year decrease of 4.2% in shipments per day and an increase of 0.2% in
weight per shipment. Actual results for November 2024 may vary from the preliminary results reported above.
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.
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 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. We caution that our operating
results for November 2024 are not necessarily indicative of the results that may be expected for future periods.
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
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