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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): April 30, 2026

 

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 April 30, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. 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 April 30, 2026, issued by XPO, Inc.
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 30, 2026 XPO, INC. 
   
  By:   /s/ Kyle Wismans
    Kyle Wismans
    Chief Financial Officer
 

 

 

 

EX-99.1 2 tm2612963d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

XPO Reports First Quarter 2026 Results

 

GREENWICH, Conn. – April 30, 2026 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2026. The company reported diluted earnings per share of $0.85, compared with $0.58 for the same period in 2025, and adjusted diluted earnings per share of $1.01, compared with $0.73 for the same period in 2025.

 

First Quarter 2026 Summary Results

 

    Three Months Ended March 31,  
    Revenue     Operating Income (Loss)  
(in millions)   2026     2025     Change %     2026     2025     Change %  
North American Less-Than-Truckload Segment   $ 1,229     $ 1,172       4.9 %   $ 189     $ 158       19.6 %
European Transportation Segment     868       782       11.0 %     (6 )     1       NM  
Corporate     -       -       0.0 %     (9 )     (9 )     0.0 %
Total   $ 2,096     $ 1,954       7.3 %   $ 174     $ 151       15.2 %

 

    Adjusted Operating Income (1)     Adjusted EBITDA (1)  
(in millions)   2026     2025     Change %     2026     2025     Change %  
North American Less-Than-Truckload Segment   $ 198     $ 165       20.0 %   $ 290     $ 250       16.0 %
European Transportation Segment     6       6       0.0 %     33       32       3.1 %
Corporate      NA        NA       NA       (4 )     (4 )     0.0 %
Total   $  NA     $  NA       NA     $ 319     $ 278       14.7 %

 

    Net Income     Diluted EPS  
(in millions, except for per-share data)   2026     2025     Change %     2026     2025     Change %  
Total   $ 101     $ 69       46.4 %   $ 0.85     $ 0.58       46.6 %

 

    Diluted Weighted-Average
Common Shares Outstanding
    Adjusted Diluted EPS (1)  
(in millions, except for per-share data)   2026     2025     2026     2025     Change %  
Total     119       120     $ 1.01     $ 0.73       38.4 %

 

Amounts may not add due to rounding.

NM - Not meaningful

NA - Not applicable  

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

 

Mario Harik, chairman and chief executive officer of XPO, said, “We reported a strong start to 2026, with 38% growth in adjusted diluted EPS and 15% growth in adjusted EBITDA, year-over-year. These results mark an acceleration in our performance and the momentum we’re building across the business.

 

“In North American LTL, we increased adjusted operating income by 20% year-over-year and improved our adjusted operating ratio by 200 basis points to 83.9%, significantly outperforming seasonality. This was supported by profitable market share gains and above-market pricing growth earned through continuous service improvements. We reduced our damage claims ratio to less than 0.2%, with damages at a record low. And we surpassed our productivity targets by leveraging AI to operate our network more efficiently.”

 

Harik concluded, “We’re continuing to deliver robust incremental margins and industry-leading operating ratio improvement, with the greatest upside still ahead. We have a clear path to compounding earnings growth and accelerating free cash flow generation, with returns amplified as freight demand recovers." For the first quarter 2026, the company generated revenue of $2.10 billion, compared with $1.95 billion for the same period in 2025.

 

1


 

First Quarter Highlights

 

 

Operating income was $174 million for the first quarter, compared with $151 million for the same period in 2025. Net income was $101 million for the first quarter, compared with $69 million for the same period in 2025. Diluted earnings per share was $0.85 for the first quarter, compared with $0.58 for the same period in 2025.

 

Adjusted net income, a non-GAAP financial measure, was $121 million for the first quarter, compared with $87 million for the same period in 2025. Adjusted diluted EPS, a non-GAAP financial measure, was $1.01 for the first quarter, compared with $0.73 for the same period in 2025.

 

Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $319 million for the first quarter, compared with $278 million for the same period in 2025.

 

The company generated $183 million of cash flow from operating activities in the first quarter and ended the quarter with $237 million of cash and cash equivalents on hand, after completing $104 million of net capital expenditures, $30 million of common stock repurchases, and $30 million of term loan repayments.

 

Results by Business Segment

 

· North American Less-Than-Truckload (LTL): The segment grew revenue to $1.23 billion for the first quarter 2026, compared with $1.17 billion for the same period in 2025. On a year-over-year basis, yield, excluding fuel, increased 4.0%, shipments per day increased 3.0%, and tonnage per day increased 0.1%.

 

Operating income increased to $189 million for the first quarter, compared with $158 million for the same period in 2025. Adjusted operating income, a non-GAAP financial measure, increased to $198 million for the first quarter, compared with $165 million for the same period in 2025. Adjusted operating ratio, a non-GAAP financial measure, was 83.9%, reflecting a year-over-year improvement of 200 basis points.

 

Adjusted EBITDA for the first quarter was $290 million, compared with $250 million for the same period in 2025. The increase in adjusted EBITDA was due primarily to yield growth, higher fuel surcharge revenue and productivity improvements, partially offset by wage inflation and higher fuel costs.

 

· European Transportation: The segment grew revenue to $868 million for the first quarter 2026, compared with $782 million for the same period in 2025. Operating income was a loss of $6 million for the first quarter, compared with income of $1 million for the same period in 2025.

 

Adjusted EBITDA was $33 million for the first quarter, compared with $32 million for the same period in 2025.

 

2


 

· Corporate: The segment generated an operating loss of $9 million for the first quarter 2026, consistent with the same period in 2025.

 

Adjusted EBITDA was a loss of $4 million for the first quarter 2026, consistent with the same period in 2025.

 

Conference Call

 

The company will hold a conference call on Thursday, April 30, 2026, at 8:30 a.m. Eastern Time. Participants can call toll-free (from US/Canada) 1-877-269-7756; international callers dial +1-201-689-7817. A live webcast of the conference will be available on the investor relations area of the company’s website, xpo.com/investors. The conference will be archived until May 30, 2026. To access the replay by phone, call toll-free (from US/Canada) 1-877-660-6853; international callers dial +1-201-612-7415. Use participant passcode 13759585.

 

About XPO

 

XPO, Inc. (NYSE: XPO) is a leader in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization efficiently moves 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 594 locations and 37,000 employees in North America and Europe, and is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.

 

Non-GAAP Financial Measures

 

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.

 

XPO’s non-GAAP financial measures in this press release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis and for corporate; adjusted EBITDA margin on a consolidated basis; adjusted net income; adjusted diluted earnings 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.

 

3


 

Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, 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 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 expense and other adjustments 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.

 

4


 

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and the following: the effects of business, economic, political, legal, and regulatory impacts or conflicts upon our operations; supply chain disruptions and shortages, strains on production or extraction of raw materials, cost inflation and labor and equipment shortages; our ability to align our investments in capital assets, including equipment, service centers, and warehouses to our customers’ demands; our ability to implement our cost and revenue initiatives and realize growth and expansion as a result of those initiatives; our ability to improve pricing growth; the effectiveness of our action plan, and other management actions, to improve our North American LTL business; our ability to continue insourcing linehaul in ways that enhance our network efficiency and productivity; the anticipated impact of a freight market recovery on our business; our ability to capture profitable share gains, facilitate yield growth, and improve margins during an upcycle; our ability to benefit from a sale, spin-off or other divestiture of one or more business units or to successfully integrate and realize anticipated synergies, cost savings and profit opportunities from acquired companies; goodwill impairment; issues related to compliance with data protection laws, competition laws, and intellectual property laws; fluctuations in currency exchange rates, fuel prices and fuel surcharges; our ability to develop and implement proprietary technology and suitable information technology systems that contribute to cost and productivity improvements; the impact of potential cyber-attacks and information technology or data security breaches or failures; our ability to repurchase shares on favorable terms; our indebtedness; our ability to raise debt and equity capital; fluctuations in interest rates; seasonal fluctuations; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain management talent and key employees including qualified drivers; labor matters; litigation; and competition.

 

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

 

5


 

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In millions, except per share data)

 

    Three Months Ended  
    March 31,  
    2026     2025     Change %  
Revenue   $ 2,096     $ 1,954       7.3 %
Salaries, wages and employee benefits     880       832       5.8 %
Purchased transportation     423       399       6.0 %
Fuel, operating expenses and supplies     423       393       7.6 %
Operating taxes and licenses     21       19       10.5 %
Insurance and claims     34       35       -2.9 %
Gains on sales of property and equipment     (1 )     (2 )     -50.0 %
Depreciation and amortization expense     131       123       6.5 %
Legal matters (1)     -       (11 )     -100.0 %
Transaction and integration costs     2       3       -33.3 %
Restructuring costs     9       12       -25.0 %
Operating income     174       151       15.2 %
Other income     (3 )     (1 )     200.0 %
Debt extinguishment loss     -       5       -100.0 %
Interest expense     53       56       -5.4 %
Income before income tax provision     124       91       36.3 %
Income tax provision     23       22       4.5 %
Net income   $ 101     $ 69       46.4 %
                         
Earnings per share data                        
Basic earnings per share   $ 0.87     $ 0.59          
Diluted earnings per share   $ 0.85     $ 0.58          
                         
Weighted-average common shares outstanding                        
Basic weighted-average common shares outstanding     117       117          
Diluted weighted-average common shares outstanding     119       120          

 

Amounts may not add due to rounding.

(1) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

 

6


 

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except per share data)

 

    March 31,     December 31,  
    2026     2025  
ASSETS                
Current assets                
Cash and cash equivalents   $ 237     $ 310  
Accounts receivable, net of allowances of $40 and $40, respectively     1,163       1,035  
Other current assets     275       285  
Total current assets     1,675       1,630  
Long-term assets                
Property and equipment, net of $2,407 and $2,360 in accumulated depreciation, respectively     3,652       3,664  
Operating lease assets     758       777  
Goodwill     1,532       1,547  
Identifiable intangible assets, net of $590 and $580 in accumulated amortization, respectively     295       311  
Other long-term assets     270       265  
Total long-term assets     6,508       6,564  
Total assets   $ 8,183     $ 8,194  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable   $ 462     $ 455  
Accrued expenses     800       760  
Short-term borrowings and current maturities of long-term debt     104       60  
Short-term operating lease liabilities     164       166  
Other current liabilities     161       113  
Total current liabilities     1,691       1,555  
Long-term liabilities                
Long-term debt     3,172       3,253  
Deferred tax liability     494       482  
Employee benefit obligations     84       86  
Long-term operating lease liabilities     591       611  
Other long-term liabilities     300       345  
Total long-term liabilities     4,642       4,778  
                 
Stockholders’ equity                
Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively     -       -  
Additional paid-in capital     1,055       1,160  
Retained earnings     989       888  
Accumulated other comprehensive loss     (194 )     (187 )
Total equity     1,851       1,861  
Total liabilities and equity   $ 8,183     $ 8,194  

 

Amounts may not add due to rounding.

 

7


 

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

 

    Three Months Ended  
    March 31,  
    2026     2025  
Cash flows from operating activities                
Net income   $ 101     $ 69  
Adjustments to reconcile net income to net cash from operating activities                
Depreciation and amortization     131       123  
Stock compensation expense     13       15  
Accretion of debt     3       3  
Deferred tax expense     9       4  
Gains on sales of property and equipment     (1 )     (2 )
Other     7       9  
Changes in assets and liabilities                
Accounts receivable     (146 )     (107 )
Other assets     1       1  
Accounts payable     16       (7 )
Accrued expenses and other liabilities     49       35  
Net cash provided by operating activities     183       142  
Cash flows from investing activities                
Payment for purchases of property and equipment     (111 )     (199 )
Proceeds from sale of property and equipment     7       7  
Payment for settlement of cross-currency swaps     (3 )     -  
Net cash used in investing activities     (107 )     (191 )
Cash flows from financing activities                
Repurchase of debt     (30 )     -  
Repayment of debt and finance leases     (20 )     (18 )
Payment for debt issuance costs     -       (3 )
Repurchase of common stock     (30 )     -  
Change in bank overdrafts     20       38  
Payment for tax withholdings for restricted shares     (88 )     (47 )
Other     1       1  
Net cash used in financing activities     (147 )     (30 )
Effect of exchange rates on cash, cash equivalents and restricted cash     (2 )     1  
Net decrease in cash, cash equivalents and restricted cash     (72 )     (78 )
Cash, cash equivalents and restricted cash, beginning of period     330       298  
Cash, cash equivalents and restricted cash, end of period   $ 257     $ 221  

 

Amounts may not add due to rounding.

 

8


 

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In millions)

 

    Three Months Ended March 31,  
    2026     2025     Change %  
                   
Revenue (excluding fuel surcharge revenue)   $ 1,028     $ 994       3.4 %
Fuel surcharge revenue     201       178       12.9 %
Revenue     1,229       1,172       4.9 %
Salaries, wages and employee benefits     642       615       4.4 %
Purchased transportation     30       37       -18.9 %
Fuel, operating expenses and supplies (1)     236       232       1.7 %
Operating taxes and licenses     16       16       0.0 %
Insurance and claims     18       24       -25.0 %
Losses on sales of property and equipment     1       -       NM  
Depreciation and amortization     97       90       7.8 %
Operating income     189       158       19.6 %
Operating ratio (2)     84.6 %     86.5 %        
Amortization expense     9       9          
Gains on real estate transactions     -       (2 )        
Adjusted operating income (3)   $ 198     $ 165       20.0 %
Adjusted operating ratio (3) (4)     83.9 %     85.9 %        
Depreciation expense     88       80          
Pension income     4       2          
Gains on real estate transactions     -       2          
Adjusted EBITDA (5)   $ 290     $ 250       16.0 %
Adjusted EBITDA margin (5)     23.6 %     21.3 %        

 

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

 

9


 

North American Less-Than-Truckload

Summary Data Table

(Unaudited)

 

    Three Months Ended March 31,  
    2026     2025     Change %  
Pounds per day (thousands)     65,510       65,427       0.1 %
                         
Shipments per day     49,834       48,400       3.0 %
                         
Average weight per shipment (in pounds)     1,315       1,352       -2.8 %
                         
Revenue per shipment (including fuel surcharges)   $ 394.14     $ 384.27       2.6 %
                         
Revenue per shipment (excluding fuel surcharges)   $ 329.77     $ 325.74       1.2 %
                         
Gross revenue per hundredweight (including fuel surcharges) (1)   $ 30.61     $ 29.06       5.3 %
                         
Revenue per hundredweight (excluding fuel surcharges) (1)   $ 25.71     $ 24.73       4.0 %
                         
Average length of haul (in miles)     852.6       845.6          
                         
Total average load factor (2)     22,294       22,434       -0.6 %
                         
Average age of tractor fleet (years)     3.9       4.0          
                         
Number of working days     62.5       63.0          

 

(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.

 

10


 

European Transportation Segment

Summary Financial Table

(Unaudited)

(In millions)

 

    Three Months Ended March 31,  
    2026     2025     Change %  
Revenue   $ 868     $ 782       11.0 %
Salaries, wages and employee benefits     235       212       10.8 %
Purchased transportation     394       363       8.5 %
Fuel, operating expenses and supplies (1)     187       162       15.4 %
Operating taxes and licenses     5       3       66.7 %
Insurance and claims     16       10       60.0 %
Gains on sales of property and equipment     (2 )     (1 )     100.0 %
Depreciation and amortization     33       32       3.1 %
Legal matters (2)     -       (11 )     -100.0 %
Restructuring costs     6       11       -45.5 %
Operating income (loss)   $ (6 )   $ 1       NM  
Amortization expense     6       5          
Legal matters (2)     -       (11 )        
Restructuring costs     6       11          
Adjusted operating income (3)   $ 6     $ 6       0.0 %
Depreciation expense     27       27          
Adjusted EBITDA (4)   $ 33     $ 32       3.1 %
Adjusted EBITDA margin (4)     3.8 %     4.1 %        

 

Amounts may not add due to rounding.

NM - Not meaningful.

(1) Fuel, operating expenses and supplies includes fuel-related taxes.

(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

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

(4) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

 

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Corporate

Summary Financial Table

(Unaudited)

(In millions)

 

    Three Months Ended March 31,  
    2026     2025     Change %  
Revenue   $ -     $ -       0.0 %
Salaries, wages and employee benefits     4       4       0.0 %
Depreciation and amortization     1       1       0.0 %
Transaction and integration costs     1       3       -66.7 %
Restructuring costs     3       1       200.0 %
Operating loss   $ (9 )   $ (9 )     0.0 %
Depreciation and amortization     1       1          
Transaction and integration costs     1       3          
Restructuring costs     3       1          
Adjusted EBITDA (1)   $ (4 )   $ (4 )     0.0 %

 

Amounts may not add due to rounding.

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

 

12


 

XPO, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited)

(In millions)

 

    Three Months Ended March 31,  
    2026     2025     Change %  
Reconciliation of Net Income to Adjusted EBITDA                  
Net income   $ 101     $ 69       46.4 %
Debt extinguishment loss     -       5          
Interest expense     53       56          
Income tax provision     23       22          
Depreciation and amortization expense     131       123          
Legal matters (1)     -       (11 )        
Transaction and integration costs     2       3          
Restructuring costs     9       12          
Adjusted EBITDA (2)   $ 319     $ 278       14.7 %
Revenue   $ 2,096     $ 1,954       7.3 %
Adjusted EBITDA margin (2) (3)     15.2 %     14.2 %        

 

Amounts may not add due to rounding.

(1) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

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

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

 

13


 

XPO, Inc.

Reconciliation of Non-GAAP Measures (cont.)

(Unaudited)

(In millions, except per share data)

 

    Three Months Ended  
    March 31,  
    2026     2025  
Reconciliation of Net Income and Diluted Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share            
Net income   $ 101     $ 69  
Debt extinguishment loss     -       5  
Amortization of acquisition-related intangible assets     15       14  
Legal matters (1)     -       (11 )
Transaction and integration costs     2       3  
Restructuring costs     9       12  
Income tax associated with the adjustments above (2)     (3 )     (5 )
European legal entity reorganization (3)     (3 )     1  
                 
Adjusted net income (4)   $ 121     $ 87  
                 
Adjusted diluted earnings per share (4)   $ 1.01     $ 0.73  
                 
Weighted-average common shares outstanding                
Diluted weighted-average common shares outstanding     119       120  

 

Amounts may not add due to rounding.

 

(1) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

 

(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   $ -     $ 1  
Amortization of acquisition-related intangible assets     2       2  
Transaction and integration costs     -       1  
Restructuring costs     -       1  
    $ 3     $ 5  

 

Amounts may not add due to rounding.

 

The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible compensation, losses for which no tax benefit can be recognized, and contribution- and margin-based taxes.

 

(3) Reflects an adjustment recognized during the first quarters of 2026 and 2025 to the tax benefit recognized in the second quarter of 2024 related to a legal entity reorganization within our European Transportation business.

 

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

 

14