UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

Form 10-K

_______________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32172

_______________________________________________________

XPO, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________


Delaware		03-0450326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Five American Lane
Greenwich,	CT	06831
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (855) 976-6951

_______________________________________________________

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

Securities registered pursuant to Section 12(g) of the Act:

None

_______________________________________________________

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1214.14 billion as of June 2830, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the closing price of the common stock on that date.

As of January 3130, ~~2025~~2026, there were 117,~~242~~147,~~596~~357 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s ~~2025~~2026 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K (the “Annual Report”). Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof.

XPO, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

	PART I	Page No.
Item 1	Business	4
Item 1A	Risk Factors	15
Item 1B	Unresolved Staff Comments	27
Item 1C	Cybersecurity	28
Item 2	Properties	2928
Item 3	Legal Proceedings	2928
Item 4	Mine Safety Disclosures	2928
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6	[Reserved]	30
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	4341
Item 8	Financial Statements and Supplementary Data	4543
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9189
Item 9A	Controls and Procedures	9189
Item 9B	Other Information	9189
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9189
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	9290
Item 11	Executive Compensation	9290
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9290
Item 13	Certain Relationships and Related Transactions, and Director Independence	9290
Item 14	Principal Accountant Fees and Services	9290
	PART IV
Item 15	Exhibits and Financial Statement Schedules	9391
Item 16	Form 10-K Summary	9997
	Signatures	~~100~~98

PART I

In this Annual Report, "we," "our," "us," "XPO, Inc.," “XPO,” and "the Company" refer to XPO, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual future results, levels of activity, performance or achievements to be materially different from our expected 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 those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Annual Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report. Forward-looking statements set forth in this Annual Report speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

ITEM 1. BUSINESS

Company Overview

XPO, Inc., together with its subsidiaries, is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through ~~our customers’~~ supply chains for approximately 55,000 customers in North America and Europe. As of December 31, ~~2024~~2025, we had approximately 3837,000 employees ~~serving~~and ~~approximately~~592 ~~55,000 customers through 614~~ locations in 17 countries.

Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component of our business,; and European Transportation.

North American LTL Segment

LTL in North America is a bedrock industry providing a critical service to the economy, with secular growth drivers, a favorable pricing environment and an established competitive landscape. XPO ishas one of the largest LTL networks in North America, with approximately 9% share of the U.S. market, estimated to be $5253 billion in ~~2023~~2024. For the full year 2025, we moved approximately 16 billion pounds of freight through our network with a customer-focused organization of truck drivers, service center teams and sales professionals, facilitated by our proprietary technology.

WeOur ~~provide~~network serves approximately 3637,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S. zip codes, as well as cross-border services to Mexico, Canada and the Caribbean. ~~Our~~We ~~capacity~~operate ~~and reach give us~~ the ~~ability~~business to ~~manage~~high ~~large~~service ~~freight~~standards ~~volumes~~for ~~efficiently~~on-time delivery and ~~balance our network to leverage fixed costs. For the full year 2024, our customer~~damage-~~focused~~free ~~organization of truck drivers~~transport, ~~service~~while ~~center teams and sales professionals worked together to move approximately 18 billion pounds of freight through our network.~~

~~Importantly,~~balancing our ~~LTL~~network ~~business~~to ~~historically~~leverage ~~has~~our ~~generated~~fixed ~~a high return on invested capital and robust free cash flow~~costs. ~~This~~In ~~supports~~2025, ~~our~~we ~~ongoing~~developed ~~investments~~new inlinehaul ~~people,~~models ~~network~~that ~~capacity~~use ~~and~~artificial ~~proprietary~~intelligence ~~technology.~~(AI) Weto ~~manage~~improve the ~~business~~efficiency toof ~~specific~~our ~~objectives~~freight flows, ~~such~~piloted asrouting ~~on-time~~innovations ~~delivery~~for pickup-and ~~damage~~-~~free~~delivery ~~transport~~operations ~~of customer freight, the optimal sourcing of linehaul transportation,~~ and ~~the~~continued ~~strategic~~to ~~expansion~~improve ofproductivity ~~our footprint in markets~~ with ~~long~~real-~~term~~time ~~demand.~~labor ~~Since~~analytics ~~implementing~~at ~~our growth plan in~~ the ~~fourth quarter of 2021, we have added more than 2,000 net new doors to our network — this includes the acquisition of 28~~ service ~~centers~~center ~~previously~~level. ~~operated~~Our byproprietary ~~Yellow~~developments ~~Corporation (the “Yellow Asset Acquisition”), completed~~ in ~~December~~intelligent ~~2023.~~automation Asand ofAI-enabled ~~December~~decision-making ~~31,~~are ~~2024,~~directly weenhancing ~~had opened 23 of these acquired locations~~profitability.

~~Additionally,~~Our weLTL ~~have~~business ~~continued~~historically tohas ~~advance~~generated a ~~host~~high ofreturn ~~initiatives~~on ~~that~~invested ~~are~~capital ~~specific to XPO~~ and ~~largely~~robust ~~independent~~free ofcash ~~the~~flow, ~~macroeconomic~~funding ~~environment.~~our ~~Our~~ongoing investments in~~-house~~ ~~trailer~~people, ~~manufacturing~~capacity ~~facility~~ and ~~truck~~technology. ~~driver~~For ~~schools~~example, ~~are~~since ~~self-reliant~~implementing ~~capabilities~~our ~~that~~growth ~~are~~plan ~~competitively~~in ~~advantageous~~the ~~for~~fourth ~~us,~~quarter ~~particularly~~of ~~when~~2021, ~~industry~~we ~~conditions~~have ~~make~~added itmore ~~difficult~~than to2,000 ~~source~~net ~~equipment~~new ordoors ~~drivers.~~to Inour ~~2024~~network, weexpanding ~~produced~~our ~~over~~presence ~~4,400 trailers and continued to invest~~ in ~~training~~high-growth ~~commercial~~markets ~~drivers~~while atimproving our ~~130~~operating ~~XPO driver schools~~ratio.

~~Specific~~We tohave created a strategic growth opportunity by building more than 30% excess door capacity into our ~~technology~~network. Additionally, we ~~believe~~invest in advancing a host of XPO-specific initiatives that weare ~~have~~largely aindependent ~~large~~of ~~opportunity~~the tomacroeconomic ~~drive~~environment. ~~further~~Our ~~growth~~trailer manufacturing facility and ~~profitability~~commercial intruck ~~our~~driver ~~LTL~~schools ~~network~~are ~~through~~self-reliant ~~innovation.~~competitive ~~For~~advantages ~~more~~for ~~information~~our company, ~~see~~particularly ~~“Proprietary~~when ~~Technology~~industry ~~and~~conditions ~~Intellectual~~make ~~Property”~~it ~~below.~~difficult to source equipment or drivers.

This positions us to capture profitable market share gains and drive higher incremental margins when market conditions improve. LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand when the freight recession eases.

We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas. For more information, see “Proprietary Technology and Intellectual Property” below.

European Transportation Segment

XPO has a unique pan-European transportation platform with leading positions in key geographies: and deep expertise in consumer, trade and industrial markets. We are the #1 full truckload broker and the #1 pallet network (LTL) provider in France; the #1 full truckload broker and the #1 LTL provider in Iberia (Spain and Portugal); and, ~~a top-tier dedicated truckload provider~~ in the U.K., ~~where~~ we ~~also~~are ~~have~~a ~~the~~market ~~largest~~leader ~~single-owner~~in ~~LTL~~warehousing, ~~network.~~a Wetop-tier ~~serve~~dedicated antruckload ~~extensive~~provider ~~base~~and ofhave ~~customers~~the inlargest ~~the~~single-owner ~~consumer,~~LTL ~~trade~~network. ~~and~~Our ~~industrial~~extensive ~~markets,~~customer ~~including~~base includes many sector leaders that have long-tenured relationships with us.

Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding, ~~warehousing~~ and, increasingly, multimodal solutions ~~customized~~designed for ~~our~~specific ~~customers,~~customer ~~such as road-rail and road-short sea combinations~~needs. ~~Our~~We ~~operators~~ use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe.

~~Strategic~~The ~~Developments~~previously announced authorization by our Board of Directors to divest the European business remains in effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

XPO has operated solely as an asset-based LTL service provider in North America since November 2022, when we completed the spin-off of RXO, Inc. (“RXO”). This followed our completion of two additional components of our strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the sale of our North American intermodal operation in March 2022.

In December 2023, we completed the Yellow Asset Acquisition, in line with our commitment to expand capacity in key freight markets and operate the network more efficiently. In connection with this transaction, we purchased 26 LTL service centers previously operated by Yellow Corporation and assumed existing leases for two additional locations.

The previously announced authorization by our Board of Directors to divest our European business remains in effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

Proprietary Technology and Intellectual Property

One of the ways in which we deliver superior service to our customers is by empowering our employees with technology. Our industry is evolving, and customers want to de-risk their supply chains by forming relationships with reliable service providers that have invested in innovation.

We have built a highly scalable ecosystem on the cloud that deploys our software consistently across our operating footprint. In our North American LTL business, the caliber of our technology is mission-critical to our success; it optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we provide. AnWe ~~LTL~~have ~~network~~been ofinvesting ~~our~~in ~~scale~~proprietary ~~has~~AI ~~hundreds~~technology ofand ~~thousands~~are implementing these initiatives across a number of ~~activities~~high-impact ~~underway~~applications atwhere ~~any~~intelligent ~~given~~automation ~~time~~and better decision making are directly enhancing profitability. We see AI playing a major role in how we operate, ~~all~~price our services, compete, and create value over the long term.

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. In ~~2024~~2025, we moved approximately 1816 billion pounds of freight ~~815~~772 million miles, including moving linehaul freight an average of 2.65 million miles a day.

With intelligent route-building, we can reduce empty miles in our linehaul network, and improve load factor ~~and mitigate cargo damage~~. Our proprietary ~~bypass~~optimization models ~~make~~analyze ~~recommendations~~massive toamounts ~~enhance~~of ~~trailer~~data ~~utilization~~including volume, ~~assimilating~~capacity, ~~massive~~and ~~amounts~~dimensions ofand ~~data~~generate ~~and~~instructions ~~taking~~to ~~volume~~maximize trailer utilization, ~~density~~reduce cost, and ~~freight~~enhance ~~dimensions into account~~service. We use our real-time visualization tools to ~~reduce~~drive ~~costs~~efficiencies with pickups and deliveries and developed a robust pricing platform for contractual account management ~~and automated, dynamic pricing for local accounts~~.

XPO Smart® is our proprietary suite of intelligent tools and analytics that self-adjusts site by site to drive productivity across our LTL service center operations. Our software incorporates dynamic data science, predictive analytics and machine learning to aid our managers in workflow decision-making. We use XPO Smart® to improve our labor in a safe, disciplined and cost-effective manner.

The “XPO” trademark, service mark, and trade name are essential to our business and critical to our success. XPO, XPO Smart, and Your Freight First, among others, are trademarks and service marks for which registrations, or applications for registration, are on file, as applicable with the United States Patent and Trademark Office. We believe these trademarks, service marks, and trade names are important components of our marketing strategy, and seek to protect those proprietary marks and trade names relevant to our business. For some marks, we have also registered or are pursuing registration in certain other countries.

Environmental Information

Our innovation strategy is focused on providing highly efficient supply chain services that use automation and data science to create value for our shareholders and customers. We use our proprietary technology to provide reliable freight transportation services and make the most of the resources within our company.

For many of our customers, the transportation needs of their business account for a significant portion of their value chain emissions. Our technology can coordinate the movement of customer goods in ways that are more efficient. Some of our key priorities in this regard are optimizing the utilization of truck and trailer capacity; streamlining local and linehaul freight flows; and, as described further below, investing in a modern, fuel-efficient fleet.

In the course of our business, customers, shareholders and other stakeholders ask us to disclose our emissions data and sustainability strategies and outcomes. Our Nominating, Corporate Governance and Sustainability Committee of our Board of Directors provides oversight of, and engagement with, our management team on sustainability strategies and disclosures, ensuring our activities meet the evolving needs and expectations of our shareholders and other stakeholders. We are proud of our sustainability efforts and initiatives, and note that in ~~2024~~2025, our European business was awarded the prestigious EcoVadis Gold Medal for ~~its~~the second year in a row for Corporate Social Responsibility strategy and performance.

Transportation Fleet

Our ongoing fleet initiatives companywide include modernizing our tractors and trailers; deploying cleaner fuels where practical, such as natural gas, biodiesel, renewable diesel, biogas, hydrotreated vegetable oil and electricity; expanding our use of data and analytics to improve the efficiency of routing, loading and handling freight; and exploring the commercial viability of alternative fuel vehicles.

We continue to invest in tractors with 15-liter engines and automatic transmissions that improve reliability and fuel economy, while lowering emissions and extending engine life. In ~~2023~~2025, we ~~bolstered~~purchased ~~our North American fleet with the addition of~~ over 1,~~400~~200 ~~new~~ tractors, ~~reducing our average tractor age to 5.0 years at year-end from 5.9 years at the end of 2022. In 2024, we purchased over 2,300 tractors~~ in North America, reducing our average tractor age to approximately 43.17 years. We continue to calibrate our vehicles to improve fuel efficiency by implementing improvements such as equipping our trucks with aero packages that reduce drag and improve miles per gallon, and utilizing SmartWay-approved low-resistance tires.

In Europe, our diesel road fleet is over 9891% compliant with Euro 6 standards, and we have a natural gas-powered fleet of ~~more~~280 ~~than 180~~ trucks serving customers in France, the U.K., Spain and Portugal. Additionally, we have environmentally-sound fleet initiatives ranging from government-approved mega-trucks in Spain, which can transport more freight with fewer trips, to fully electric vehicles for ~~certain~~ “last mile” and “regional” (220 miles range) deliveries. We are also testing the use of duo-trailer vehicles that have the potential to reduce CO2 emissions, compared with using traditional trucks for the same freight.

Electric vehicles show promise in commercial transport applications in Europe as an alternative to diesel, particularly in urban and regional areas. Our fleet experts are working with manufacturers of larger electric trucks, and we have completed pilot programs to advance our understanding of the commercial viability of these vehicles. In ~~the U.S.~~Europe, we ~~purchased nine all-electric trucks for use in our operations in California. In Europe we~~ have more than 75150 all-electric trucks currently deployed ~~and have committed to order more than 275 additional all-electric trucks in 2025~~ supported by the existing and ongoing installation of more than 350 electric charging stations at our facilities.

Facilities

Our expertise in the circular economy helps us to continually improve the efficiency of our facilities. We have ongoing initiatives underway to install LED lighting in our buildings, right-size packaging and incorporate other environmentally friendly practices in our operations. We also reduce waste by recycling or reusing materials where feasible, including recycling 86% of the materials in trailers at the end of their life.

Our Strategy

Our strategy is to help customers move goods efficiently through their supply chains by using our transportation capacity, organizational strengths and proprietary technology. Weto deliver ~~value~~superior inoutcomes ~~the~~at ~~form~~scale. ofWe ~~network~~achieve ~~resources,~~this ~~technological~~across ~~innovations,~~the ~~process~~company ~~and~~by ~~cost~~providing ~~efficiencies and reliable outcomes. Our~~ services that are both highly responsive to customer goals, such as mitigating environmental impacts over time, and proactive in identifying ~~potential~~targets ~~improvements~~for improvement.

WeIn ~~have~~North ~~instilled~~America, ~~a culture that defines success as mutually beneficial results for~~ our ~~company and our customers. Our~~ comprehensive LTL growth plan ~~in North America~~ focuses on four levers of value creation: ~~provide~~that ~~best-in-class~~underpin ~~customer service; invest in adding capacity and enhancing our network for~~ the ~~long~~interests ~~term; accelerate yield growth; and drive cost efficiencies. We have made considerable progress in each~~ of ~~these areas since launching~~ our ~~growth~~shareholders ~~plan in the fourth quarter of 2021,~~ and ~~we see significant potential for further improvements~~customers:

•Provide best-in-class service. We are committed to building a premium customer service organization by aligning employee incentives and accountability with tangible quality-of-service results ~~for customers~~. In ~~the~~2025, ~~fourth~~we improved on-time performance in every quarter ofversus 2024, weand delivered a damage claims ratio of 0.23%, representing a major improvement from 1.2% in the fourth quarter of 2021~~, and we improved our 2024 on-time performance from 2023~~. Our ongoing investments in employee training programs, state-of-the-art equipment and technological enhancements support our team in continuously improving service quality and productivity.

•Invest in network capacity and enhancements for the long-term. The targeted investments we make enable us to onboard more freight and position our network for the future, while further enhancing service and fluidity. In ~~2024~~2025, approximately ~~two-thirds~~60% of our capital expenditures were deployed to ~~increase~~acquire ~~the capacity of our fleet — we added~~ more than 43,~~400~~600 trailers and 21,~~300~~200 tractors, ~~including~~increasing ~~sleeper~~the ~~cab~~capacity ~~trucks~~of ~~for~~our ~~linehaul insourcing~~fleet. Our average tractor age at year-end ~~2024~~2025 was 43.17 years, compared with 5.9 years at year-end 2022. Since the launch of our growth plan in late 2021, we have added more than 1519,~~500~~100 trailers and 46,~~700~~000 tractors to our fleet ~~and added more than 2,000 net new doors to our network~~.

•Accelerate yield growth. We are intently focused on customer service excellence as our most powerful lever to grow yield, which we measure as gross revenue per hundredweight, excluding fuel surcharges. Our full-year yield growth of 76.80%, compared with ~~2023~~2024, was primarily driven by our service improvements and, to a lesser extent, by our expansion of accessorial services and revenue growth generated from local customers.

•Drive cost efficiencies. We aim to achieve continuous improvements in cost efficiency by optimizing our variable costs, overhead and use of purchased transportation. Our progress with labor productivity and linehaul insourcing highlights the important role of artificial intelligence in sustaining a strong cost performance — in 2025, our managers used AI-based labor planning algorithms to improve productivity year-over-year, and we managed our network more fluidly with intelligent linehaul models, enabling us to reduce our reliance on third-party linehaul carriers ahead of plan. With more linehaul miles managed

~~•Drive~~internally, ~~cost~~we ~~efficiencies.~~can Wegain ~~aim~~greater tocontrol ~~improve~~over ~~cost~~service ~~efficiency~~quality byand ~~optimizing~~protect our ~~purchased~~cost ~~transportation,~~structure ~~variable~~against ~~costs~~rising ~~and~~truckload ~~overhead~~rates when the current freight recession ends. For the full year ~~2024~~2025, we lowered our cost of third-party purchased transportation by over 3250% compared with ~~2023.~~2024 ~~These~~and ~~cost~~reduced ~~savings were driven by reducing the number of~~ outsourced linehaul miles as a percentage of total linehaul miles to 145.71% ~~for the full year 2024, compared with 23.6%~~ in ~~2021 at~~ the ~~start of our growth plan, and by negotiating lower contract rates for the miles we outsourced. For the~~ fourth quarter. ofThis ~~2024,~~is weone ~~accelerated this initiative, reducing the number~~ of ~~outsourced~~many ~~linehaul~~ways ~~miles~~in aswhich awe ~~percentage~~use ofour ~~total~~technology ~~linehaul miles~~ to ~~10.7%.~~manage ~~We expect that the investments we are making in capacity will further enhance~~ our ~~service quality,~~ network ~~fluidity~~synergistically and ~~productivity,~~accelerate ~~thereby~~incremental ~~accelerating~~margin ~~cost~~growth ~~efficiencies~~over time.

We have made considerable progress in each of these areas since launching our growth plan in the fourth quarter of 2021, and we believe we are still in the early stage of realizing our plan’s full potential.

Customers and Markets

We provide freight transportation services to approximately 55,000 customers ranging in size from small, entrepreneurial businesses to Fortune 500 companies. Our customers span every major industry, giving us avaluable ~~presence~~strongholds in verticals that are fundamental to the economy, such as industrial and manufacturing, retail and e-commerce, food and beverage, and consumer goods. In ~~2024~~2025, we generated approximately 6059% of ~~our~~ revenue in North America, derived almost entirely infrom the U.S., 16% in France, 1314% in the U.K. and 11% in the rest of Europe.

The diversification of our customer base minimizes concentration risk. Globally, in ~~2024~~2025, our top five customers combined accounted for approximately 78% of revenue, with the largest customer accounting for less than 3% of revenue. In our North American LTL segment, in ~~2024~~2025, our top five customers combined accounted for ~~approximately~~less 10than 11% of revenue, with the largest customer accounting for ~~less~~approximately ~~than~~ 4% of revenue.

Competition

We operate in highly competitive marketplaces where customers can choose from among many different transportation providers with distinct value propositions. We compete on quality and reliability of service, scope and scale of operations, expertise, price, and our technological capabilities, ~~expertise~~which ~~and~~are ~~price.~~growing in importance as a differentiator.

Our competitors in North America include local, regional and national LTL carriers that offer the same services we provide, such as Old Dominion Freight Line and Saia. Our competitors in Europe vary based on ~~the~~type ~~types~~ of ~~services provided~~service; for example, the competitive landscape for LTL transportation ~~versus~~differs from that of dedicated or brokered full truckload transportation or multimodal solutions. Due to the competitive nature of our marketplaces, we place equal importance on strengthening existing customer relationships and forging new relationships.

Our ability to ~~continually~~make ~~invest~~ongoing investments in the business is aone of the most compelling competitive ~~strength~~strengths of XPO. —It it ensures that we can operate consistently throughout changes in market conditions and deliver what our customers value: most — reliable capacity, ~~technological~~technology-driven ~~solutions~~efficiencies and problem-solving expertise. ~~Strategically,~~We ~~this~~believe ~~positions~~that uswe toare ~~capitalize~~in ~~quickly~~a instrong anposition ~~upcycle,~~to ~~with~~create ~~substantial~~value ~~operating~~from ~~leverage~~all ~~built~~levels ~~in,~~of ~~and~~demand ~~accelerate~~for ~~profitable~~LTL ~~market~~services, ~~share~~and ~~gains.~~to ~~For~~benefit ~~example,~~from ~~while~~secular aindustrial ~~freight~~and ~~recession~~retail trends in ~~North~~all ~~America~~parts ~~hampered~~of ~~demand~~the ~~for~~cycle, ~~LTL~~such ~~services~~as ~~throughout~~the ~~2024,~~trend ~~and~~toward ~~continues~~shippers toincreasingly dooutsourcing sofreight transportation, wethe ~~believe~~shift ~~that~~toward wemore ~~are~~frequent ~~positioned~~LTL toshipments ~~onboard~~versus ~~significantly~~full ~~more~~truckload freight ~~when~~in ~~market~~some ~~conditions improve~~sectors, ~~due~~and toan ~~our~~increase ~~investments~~ in ~~network~~the ~~expansion.~~nearshoring of manufacturing activity to North America.

Furthermore, we believe that we are in a strong position to benefit from secular industrial and retail trends in all parts of the cycle, such as the trend toward shippers increasingly outsourcing freight transportation, the shift toward more frequent LTL shipments versus full truckload freight in some sectors, and an increase in the nearshoring of manufacturing activity to North America.

Regulation

Our operations are regulated by various governmental agencies in the U.S. and in other countries where we conduct business. These regulations impact us directly and indirectly because they regulate third-party transportation providers with which we arrange and/or contract to transport freight for our customers.

Regulations Affecting Motor Carriers and Transportation Brokers. In the U.S., our subsidiaries that operate as motor carriers and freight transportation brokers are licensed by the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”). Our motor carrier subsidiaries and the third-party motor carriers we contract with in the U.S. must comply with the safety and operations regulations of the DOT. Like all motor carriers, XPO must participate in the FMCSA’s Compliance Safety Accountability (“CSA”) program, which uses a Safety Measurement System (“SMS”) to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories (“BASICs”), including those related to, without limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, accidents or crashes, and unsafe driving. We are also subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate, as are the third-party transportation providers with which we contract. In foreign jurisdictions where we operate, our operations are regulated by the appropriate governmental authorities.

limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, accidents or crashes, and unsafe driving. We are also subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate, as are the third-party transportation providers with which we contract. In foreign jurisdictions where we operate, our operations are regulated by the appropriate governmental authorities.

Other federal and state agencies, such as the U.S. Environmental Protection Agency (“EPA”), the U.S. Food and Drug Administration (“FDA”), the U.S. Department of Homeland Security (“DHS”) and the California Air Resources Board (“CARB”), also regulate our equipment and operations. We may become subject to new or more restrictive regulations relating to emissions, drivers’ hours-of-service, onboard reporting of operations, cargo security and other regulations affecting safety or operating methods. Regulatory requirements, and changes to the regulatory environment, may affect our business or the economics of the transportation industry by requiring changes in operating practices that could impact the demand for, and increase the costs of, providing transportation services.

Environmental Regulations. We are subject to various environmental laws and regulations in the jurisdictions where we operate. In the U.S., these laws and regulations deal with the hauling, handling and disposal of hazardous materials, emissions from vehicles, engine-idling, storage tanks (fuel, oil, antifreeze and other products) and related fuel spillage and seepage, discharge and retention of storm water, and other environmental matters. We may be responsible for the cleanup of a spill or other incident involving hazardous materials caused by our business. In the past, we have been responsible for the cost to clean up diesel fuel spills caused by traffic accidents or other events for which we are legally responsible, and none of these incidents materially affected our business or operations. We generally transport only hazardous materials rated as low-to-medium-risk, and only a small percentage of our total loads contain hazardous materials. We do not know of any existing environmental law, regulation or condition that reasonably would be expected to have a material adverse effect on our business, capital expenditures, or operating results. However, future changes to environmental laws or regulations may impact our operations and could result in increased costs.

Other Regulations. We are subject to a variety of other U.S. and foreign laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption statutes, and trade compliance laws. We are also subject to state and U.S. federal laws and regulations addressing some types of cargo transported or stored by our subsidiaries, or transported pursuant to a government contract or subcontract. Violations or noncompliance could result in significant fines from governmental authorities and negatively impact our reputation, operations and financial condition.

Risk Management and Insurance

We maintain insurance for commercial automobile and trucker’s liability, commercial general liability, cargo legal liability, workers’ compensation and employers’ liability, umbrella and excess liability, cyber risk, and property coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims.

Seasonality

Our revenue and profitability in the first and fourth quarters of the calendar year are typically lower than in the second and third quarters. The productivity of our transportation fleet historically decreases during the winter season, as it does for the industry in general, because inclement weather impedes transport operations. Additionally, we believe that many of our customers experience ~~lower~~a post-holiday decline in demand for their products, contributing to the historical decrease in industry freight shipments in the first quarter. It is not possible to reliably predict whether our historical revenue and profitability trends will continue to occur in future periods.

Human Capital Management

As a people-driven company with a strong customer service culture, our ability to be an employer of choice and a business partner of choice are intertwined. We have an unwavering commitment to a workplace culture that places a premium on safety, as well as professional growth, engagement and competitive total compensation and benefits for our employees. These and many other aspects of our culture help us attract and retain a high caliber of talent to our organization.

Our Chief Human Resources Officer (“CHRO”) has primary responsibility for our human capital management strategy, including recruiting, developing, engaging and retaining employees who share our work ethic and values. The CHRO is also responsible for the design of employee compensation and benefits programs.

In addition to our employment culture, our success relies on our company’s robust governance structure, our Code of Business Ethics and the importance we place on being a good corporate citizen. Ultimately, our decisions and actions are guided by XPO’s values — overachieve for customers, be safe, be accountable, always improve, respect each other and be world-class in every way.

Employee Base Profile

Based on December 31, ~~2024~~2025 data, XPO has locations in 17 countries, with approximately 2322,~~100~~500 employees in North America, 14,~~500~~400 employees in Europe and 400 employees in Asia, supplemented by approximately 3,000 temporary workers.

By geography, approximately 6160% of our global employees are based in North America, 3839% in Europe and 1% in Asia. By job description, approximately 6463% of our employees work as drivers and dockworkers, 2425% as operations and facility workers, and the remainder in support roles and other positions. In North America, approximately 8685% of our employees have hourly roles and 1415% have salaried positions.

By gender, approximately 1415% of our global employees are women — this increases to 3733% when excluding drivers, dockworkers and technicians. In North America, 50% of our professional management positions are held by women~~, representing a decrease of 2~~.0% ~~from 2023.~~

In ~~2024~~2025, 52approximately 60% of our newly hired U.S. employees self-identified as ethnically or racially diverse, ~~representing a 4% decrease from 2023,~~ and approximately 4345% of our total U.S. employee population was ethnically or racially diverse. This includes 20% of U.S. employees who self-identified as Black or African American, which is ~~seven~~over six percentage points higher than the U.S. population, based on the most recent census data.

In our total workforce, the absolute number of females in managerial positions grew by 28approximately 5% cumulatively from ~~2021~~2022 to ~~2024~~2025; the absolute number of ethnically or racially diverse employees in managerial positions grew by 269% cumulatively in the same period. Ethnically or racially diverse employees earned 3532% of managerial promotions in ~~2024,~~2025 ~~up from 34% in 2023,~~ and held 2016% of executive leadership positions (vice president and above), 2829% of professional management roles and 3133% of operational management roles.

WeAs ~~have~~of ~~publicly~~December ~~disclosed~~31, 2025, none of our ~~2024~~employees ~~EEO-1~~were ~~report~~represented onby ~~our~~a ~~website,~~union ~~and~~in ~~expect~~North toAmerica ~~publish~~and ~~our~~85% ~~2025~~of ~~EEO-1~~our ~~report~~employees in ~~the~~Europe ~~second~~were ~~quarter~~covered ofby ~~this~~a ~~year~~collective bargaining or similar agreement, consistent with our December 31, 2024 position.

10Throughout 2025, we continued to make substantial investments in direct employee communications, conducting quarterly engagement surveys and holding over 9,000 roundtable discussions and safety and engagement committee meetings across our North American LTL network. The employee feedback we receive is often instrumental in driving new initiatives that strengthen our culture of respect, appreciation and opportunity.

As of December 31, 2024, none of our employees were represented by a union in North America and 85% of our employees in Europe were covered by a collective bargaining or similar agreement, consistent with our December 31, 2023 position.

Throughout 2024, we continued to make substantial investments in direct employee communications, conducting quarterly engagement surveys and holding over 7,000 roundtable discussions and safety and engagement committee meetings across our North American LTL network. The employee feedback we receive is often instrumental in driving new initiatives that strengthen our culture of respect, appreciation and opportunity.

Health and Safety

The physical and emotional safety of our employees is paramount, and we have numerous protocols in place to ensure a safe work environment. We developed our Road to Zero program to decrease occupational injuries and illnesses through education, mentoring, communication and on-the-job training that instills awareness and reduces risk. These same priorities are emphasized when we train new commercial driver candidates at our inhouse, LTL driver training schools nationwide, where veteran XPO driver-instructors reinforce our safety culture.

As part of Road to Zero, we track accident-free miles and recognize XPO drivers who have achieved million-mile safety milestones. As of December 31, 2024, more than 2,500 of our LTL drivers have achieved a safety designation of at least one million accident-free miles, with 246 of these drivers meeting this threshold in 2024. Since the inception of Road to Zero in 2022, we have had four drivers reach four million accident-free miles during their career, which is the highest driver safety record in XPO’s history.10

risk. These same priorities are emphasized when we train new commercial driver candidates at our in-house, LTL driver training schools nationwide, where veteran XPO driver-instructors reinforce our safety culture.

As part of Road to Zero, we track accident-free miles and recognize XPO drivers who have achieved million-mile safety milestones. As of December 31, 2025, approximately 2,550 of our LTL drivers have achieved a safety designation of at least one million accident-free miles, with 211 of these drivers meeting this threshold in 2025. Since the inception of Road to Zero in 2022, we have had four drivers reach four million accident-free miles during their career, which is the highest driver safety record in XPO’s history.

In addition to physical well-being, we consider emotional well-being to be an important part of workplace safety. Our Code of Business Ethics mandates zero tolerance of discrimination, harassment, retaliation, bullying and other unacceptable behaviors. We want our employees to feel welcome at work, and we give them multiple channels to report any incidents. This includes an open-door policy that encourages employees to speak with any supervisor, manager or member of the HR team, and our EthicsPoint hotline and website for reporting incidents anonymously.

We are diligent about evaluating new programs as they become available to support the physical and mental health of our employees. ~~In our open enrollment period for 2025 benefit plans~~ Recently, we introduced new options for virtual physical therapy and ~~“physicals~~virtual onprimary ~~the~~care ~~go,”~~ and enhanced our employee assistance programs specifically for mental health.

Employee Engagement and Development

XPO executive leadership regularly solicits feedback from employees to gauge our progress, assess satisfaction and encourage constructive suggestions. Each quarter, we ask our “wired” employees to submit their input through an anonymous online satisfaction survey. In the U.S., we also conduct an annual satisfaction survey of our “non-wired” frontline employees, and hold regular roundtables and town halls. Based on employee feedback, we develop action plans at the business unit and facility levels to implement targeted improvements.

XPO was named a ~~2024~~2025 “Top Company for Women to Work for in Transportation – Elite 30” by the Women in Trucking Association, a ~~2024~~2025 “4 Star Employer” by VETS Index, and a “2025 Military Friendly Employer – Gold Ranking” by Viqtory.

Additionally, we foster career development at all levels to recruit and retain high-caliber employees. Our career development infrastructure includes the following areas of focus, among others:

Recruitment. We use an array of channels and recruiting partnerships to attract qualified job candidates. Our goal is to identify candidates who have the skills our customers need, or the desire to learn those skills. ~~In 2024, for example, we partnered with Partnership for Your Success to attract military veterans, and worked with Women in Trucking to engage more women in transportation industry careers.~~

Interactive Hiring. Our integrated approach to talent development begins with our robust digital recruitment platform, which includes online job previews and pre-employment assessments for key positions. Our platform provides an efficient way for candidates to learn about XPO at their convenience and explore positions that match their interests and abilities. This is a more stress-free entry into the recruitment process for job candidates, and improves both the onboarding experience and retention rates for new hires.

their interests and abilities. This is a more stress-free entry into the recruitment process for job candidates, and improves both the onboarding experience and retention rates for new hires.

XPO Accelerate. Launched in September 2022, XPO Accelerate provides high-potential leaders in service center, sales and support staff roles with the critical skills necessary to take on more senior leadership roles. This program helps retain and promote promising leadership talent by building relevant strategic skills.

XPO Field Management Training. XPO maintains a strong “ready now” pipeline of future leaders for our operations through a comprehensive, 14-week, blended learning approach. Our Field Management Training program graduated 68 supervisors in 2024, of which more than 40% were ethnically or racially diverse, or female.

Frontline Leadership Training. XPO’s Freight Leadership Certification and Freight Operations Onboarding webinars support newly hired frontline leaders as they transition into their roles. The programs equip employees with fundamental skills to succeed in freight operations, including online learning and weekly instructor-led webinars.

LTL Driver Training Schools. XPO’s commercial truck driver training schools are an essential channel for recruiting new drivers to XPO, as well as providing new careers for employees currently in other roles, such as dockworkers. Trainees attend our driver school tuition-free, receive pay while training and have an opportunity for full-time employment with XPO after earning a CDL-A license. We also offer employees tuition reimbursement of up to ~~$5,000 for any approved non-XPO driver training school. In 2024, we graduated over 650 students from our LTL driver training locations.~~

$5,000 for any approved non-XPO driver training school. In 2025, we graduated over 400 students from our LTL driver training locations.

Maintenance Training. Well-maintained tractors and trailers are an essential component of both safety and customer service in LTL transportation. Our in-house maintenance training school enhances technical skills for new hires and provides continuous learning for our field maintenance personnel to stay abreast of maintenance developments and warranty recovery requirements.

XPO University. Our learning and development platform, XPO University, delivers ~~approximately~~over 2122,000 online and in-person learning and assessment programs to our employees in North America and Europe in areas such as onboarding, management training, technology, compliance and safety and professional skills development. In ~~2024~~2025, ~~420~~over 380,000 training hours were completed by our employees worldwide.

Expansive Total Rewards

Our total compensation package is instrumental in providing a superior employment experience, and conveys how much we appreciate each employee’s choice of XPO. The pillars of the expansive total rewards we offer are:

Competitive Wages and Jobs Creation. In addition to our annual merit and hourly pay increases that broadly cover our employee population in North America, ~~approximately~~over 1,000 eligible LTL employees at over 35225 locations received additional wage increases throughout ~~2024~~2025. ~~Further, across our North American and European operations, our ongoing investments in growth expanded our total permanent workforce by 0.2% year-over-year with a net 95 new permanent employees.~~

Comprehensive Benefits. We offer an extensive suite of benefits to support the health and well-being of our employees and their families, often reflecting responsiveness to employee feedback. In the U.S., examples include:

•Pregnancy Care Policy: Guarantees up to 80 hours of paid prenatal medical leave and certain automatic accommodations, plus consideration of more significant accommodations while preserving existing wage rates.

•Family Bonding Policy: Provides up to an additional six weeks of 100% paid time off for the primary caregiver of a newborn or newly adopted child, and two weeks of 100% paid time off for a secondary caregiver.

•Tuition Reimbursement: Provides ~~for~~ up to $5,250 of annual reimbursement for continuing education, academic discounts in ~~more~~a ~~than~~wide 80variety of fields of online study and tuition-free commercial driver training.

12•Additional Benefits: Includes virtual preventive health care, pelvic health management, physical therapy services and diabetes testing supplies at no cost to enrolled employees, as well as supplemental insurance, short-term loans and a personalized Total Rewards Statement.

•Additional Benefits: Includes virtual preventive health care, pelvic health management, physical therapy services and diabetes management services at no cost to employees, as well as supplemental insurance, short-term loans and a personalized Total Rewards Statement.

In Europe, XPO’s benefit programs vary by country and are tailored to the needs of local markets. Examples include comprehensive health and risk insurances, employee assistance programs covering mental, physical and financial well-being, commercial driver training, vocational coaching and training, and a fully flexible benefits program in the U.K.

Community Outreach

XPO continues to support organizations that reflect the interests of our employees and the communities where we operate. In ~~2024~~2025, our company served as the official transportation partner for the Susan G. Komen 3-Day Walks to end breast cancer, and partnered with Truckers Against Trafficking to educate our employees about human trafficking. We supported homeless shelters by donating more than 6480,000 pairs of socks, ~~donated~~sponsored ~~more~~Pat’s ~~than~~Run ~~$115,000~~to ~~worth~~support ofthe ~~schools~~Pat ~~supplies~~Tillman toFoundation, ~~local~~and ~~kids~~moved ~~across~~5 ~~our~~loads ~~network,~~of ~~and~~wreaths ~~sponsored~~for ~~Pat’s~~Wreaths ~~Run~~Across America to ~~support~~be ~~the~~placed ~~Pat~~on ~~Tillman~~graves ~~Foundation~~of U.S. veterans. On the safety front, our employees take pride in XPO being the official transport partner for the Tour de France competition for 44over 45 years.

Information about our Executive Officers

The following information relates to each of our executive officers:

Name

Age

Position

Brad Jacobs

Executive Chairman of the Board

Mario Harik

Chairman and Chief Executive Officer

Mario Harik

Chief Executive Officer

Kyle Wismans

Chief Financial Officer

Kyle Wismans

Chief Financial Officer

David Bates

Chief Operating Officer

David Bates

Chief Operating Officer

Wendy Cassity

Chief Legal Officer and Corporate Secretary

Wendy Cassity

Chief Legal Officer and Corporate Secretary

~~Brad~~Mario ~~Jacobs~~Harik has served as XPO’s chief executive ~~chairman~~officer and a director since November 2022, and ~~served~~ as ~~the Company’s~~ chairman ~~and~~of ~~chief~~the ~~executive~~board ~~officer~~since ~~from~~the ~~September~~beginning ~~2011~~of ~~through~~January ~~October 2022~~2026. ~~Mr.~~He ~~Jacobs~~previously led the ~~spin-offs~~Company’s ofNorth ~~GXO~~American ~~and~~LTL ~~RXO~~segment as president from ~~XPO~~October as2021 ~~separate~~to ~~public~~October ~~companies~~2022. ~~and~~Additionally, ~~has~~he served as ~~non-executive~~XPO’s ~~chairman~~chief ofinformation ~~GXO~~officer ~~and~~from ~~RXO~~November ~~from~~2011 ~~August~~to ~~2021~~October 2022 and ~~November~~XPO’s ~~2022,~~chief ~~respectively.~~customer ~~Also,~~officer ~~since~~from ~~June~~February ~~2024,~~2021 to January 2022. Mr. ~~Jacobs~~Harik has served as ~~chairman~~a ~~and~~director ~~chief executive officer~~ of QXO, Inc., asince ~~publicly~~June ~~traded~~2024. ~~company~~Mr. ~~Additionally,~~Harik hehas isled ~~the~~numerous ~~managing~~technological ~~member~~developments offor ~~Jacobs~~global ~~Private~~transportation ~~Equity,~~and ~~LLC~~logistics ~~and~~operations, ~~Jacobs~~built ~~Private~~comprehensive ~~Equity~~technology ~~II,~~organizations ~~LLC.~~and ~~Prior~~consulted to ~~XPO,~~Fortune Mr100 companies. ~~Jacobs~~His ~~led~~prior ~~two~~positions ~~other~~include ~~public~~chief ~~companies:~~information ~~United~~officer ~~Rentals,~~and ~~Inc.,~~senior ~~which~~vice hepresident ~~founded~~of inresearch ~~1997,~~ and ~~United~~development with Oakleaf Waste ~~Systems~~Management; chief technology officer with Tallan, Inc.,; ~~which~~co-founder heof ~~founded~~G3 inAnalyst, ~~1989.~~where Hehe served as ~~chairman~~chief architect of ~~United~~web ~~Rentals~~and ~~from~~voice ~~1997~~applications; toand ~~2007,~~solutions architect and asconsultant ~~chief~~with ~~executive~~Adea ~~officer~~Solutions. ~~from~~Mr. ~~1997~~Harik toholds ~~2003.~~a Hemaster’s ~~served~~degree asin ~~chairman~~engineering ~~and~~– ~~chief~~information ~~executive~~technology ~~officer~~from Massachusetts Institute of ~~United~~Technology, ~~Waste~~and ~~Systems~~a degree in engineering – computer and communications from ~~1989~~the toAmerican ~~1997.~~University of Beirut, Lebanon.

~~Mario~~Kyle ~~Harik~~Wismans has served as XPO’s chief ~~executive~~financial officer ~~and a director~~ since ~~November~~August ~~2022~~2023, after ~~previously~~being ~~leading~~promoted ~~the~~from ~~Company’s~~our ~~North~~senior ~~American~~vice ~~LTL~~president ~~segment~~of asrevenue ~~president~~management and finance, a position he held from ~~October~~February ~~2021~~2023 to ~~October~~August ~~2022~~2023. Additionally, he served as XPO’s ~~chief~~senior ~~information~~vice ~~officer~~president, ~~from~~financial ~~November~~planning ~~2011 to October 2022~~ and ~~XPO’s~~analysis ~~chief customer officer~~ from ~~February~~September ~~2021~~2019 to ~~January~~February ~~2022~~2023. Mr. ~~Harik~~Wismans has ~~served~~played as a ~~director~~vital ofrole ~~QXO,~~in ~~Inc.~~the ~~since~~implementation ~~June~~of ~~2024.~~our ~~Mr.~~LTL ~~Harik~~growth ~~has~~strategy, ~~led~~as ~~numerous~~well ~~technological~~as ~~developments~~our ~~for~~spin-offs ~~global~~of ~~transportation~~GXO and ~~logistics~~RXO. ~~operations,~~Mr. ~~built~~Wismans ~~comprehensive~~has ~~technology~~served ~~organizations~~as ~~and~~a ~~consulted~~director toof ~~Fortune~~GXO ~~100~~Logistics, ~~companies~~Inc. ~~His~~since ~~prior~~May ~~positions~~2025. ~~include~~He ~~chief~~was ~~information~~previously ~~officer~~an ~~and~~executive ~~senior vice president of research and development~~ with ~~Oakleaf~~General ~~Waste~~Electric ~~Management;~~Company ~~chief~~for ~~technology~~over ~~officer~~a ~~with Tallan~~decade, ~~Inc.;~~including ~~co-founder~~most ofrecently G3as ~~Analyst,~~head ~~where~~of heglobal ~~served~~financial asplanning ~~chief~~and ~~architect~~analysis offor ~~web~~Baker ~~and~~Hughes ~~voice~~Oilfield ~~applications;~~Services, ~~and~~a ~~solutions~~GE ~~architect~~company, ~~and~~from ~~consultant~~August ~~with~~2017 ~~Adea~~to ~~Solutions~~August 2019. Mr. ~~Harik~~Wismans holds a ~~master’s~~ degree in ~~engineering~~business –administration ~~information technology~~ from ~~Massachusetts~~the ~~Institute~~University of ~~Technology~~Michigan, ~~and~~Stephen aM. ~~degree~~Ross inSchool ~~engineering – computer and communications from the American University~~ of ~~Beirut, Lebanon~~Business.

Kyle Wismans has served as XPO’s chief financial officer since August 2023, after being promoted from our senior vice president of revenue management and finance, a position he held from February 2023 to August 2023. Additionally, he served as XPO’s senior vice president, financial planning and analysis from September 2019 to February 2023. Mr. Wismans has played a vital role in the implementation of our LTL growth strategy, as well as our spin-offs of GXO and RXO. He was previously an executive with General Electric Company for over a decade, including most recently as head of global financial planning and analysis for Baker Hughes Oilfield Services, a GE company, from August 2017 to August 2019. Mr. Wismans holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business.

David Bates has served as XPO’s chief operating officer since April 2023. He previously served as senior vice president – operations at Old Dominion Freight Line, Inc. from November 2011 to April 2023. From July 2007 to November 2011, Mr. Bates served as a regional vice president, and from December 1995 to July 2007 as a manager, at Old Dominion. Prior to joining Old Dominion, Mr. Bates served in supervisory roles with Carolina Freight Carriers and YRC Freight. Mr. Bates received his Bachelor's degree in Business Management from Juniata College.

Wendy Cassity has served as XPO’s chief legal officer and corporate secretary since March 2023. Prior to joining XPO, she was chief legal officer of Nuance Communications, Inc. from September 2018 to March 2023. Nuance was publicly traded until it was acquired in March 2022. Prior to joining Nuance, she was general counsel of Zayo Group, a publicly traded communications infrastructure company, from January 2016 to August 2018, and general counsel of Thompson Creek Metals Company, a publicly traded natural resources company, from 2010 to January 2016. Prior to joining Thompson Creek Metals Company, Ms. Cassity was in private practice as a corporate transactional attorney at McDermott Will & Schulte LLP (formerly McDermott Will & Emery, LLP) and Cravath Swaine & Moore, LLP in their New York offices. Ms. Cassity holds a B.A. from the University of Arizona in English and History and received her J.D. from Columbia Law School.

Available Information

Our corporate website is www.xpo.com. On this website, you can access, free of charge, our Annual Report on Form 10–K, Quarterly Reports on Form 10–Q, and Current Reports on Form 8–K, as well as specialized disclosure reports on Form SD, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Materials are available online as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You can also access materials on our website regarding our corporate governance policies and practices, including our Corporate Governance Guidelines, Code of Business Ethics and the charters relating to the committees of our Board of Directors. You may request a printed copy of these materials without charge by writing to: Investor Relations, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831. Information filed electronically with, or furnished to, the SEC is also available at www.sec.gov. References to these websites do not constitute incorporation by reference of the information contained therein and should not be considered part of this document.

ITEM 1A. RISK FACTORS

The following are important factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Annual Report or our other filings with the SEC or in oral presentations such as telephone conferences and webcasts open to the public. You should carefully consider the following factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item 8.

COMPANY RISK

Risks related to Our Business Model

Economic recessions and other factors that reduce freight volumes, both in North America and Europe, could have a material adverse impact on our business.

The transportation industry in North America and Europe historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in the business cycles of our customers, increases in the prices charged by third-party carriers, interest rate fluctuations, changes in international trade policies and other U.S. and global economic factors beyond our control. Our business levels are directly tied to the purchase and production of goods and the rate of growth of global trade — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs and unemployment levels, fuel and energy prices, pandemics and other public health crises, inventory levels, buying patterns and disposable income, debt levels, and credit availability. When individuals and companies purchase and produce fewer goods, we transport fewer goods, and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we transport goods shorter distances, which adversely affects our yields and profitability. During economic downturns, a reduction in overall demand for transportation services will likely reduce demand for our services and exert downward pressures on our rates and margins. In addition, in periods of strong economic growth, overall demand may exceed the available supply of transportation resources, resulting in increased network congestion and operating inefficiencies. Additional changes in international trade policies could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations. These factors subject our business to various risks that may have a material impact on our operating results and future prospects. These risks may include the following:

•A reduction in overall freight volume reduces our opportunities for growth. In addition, if a downturn in our customers’ ~~business~~businesses causes a reduction in the volume of freight shipped by those customers, our operating results could be adversely affected;

•Some of our customers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their business and may be unable to pay us. In addition, some customers may not pay us as quickly as they have in the past, causing our working capital needs to increase;

•A significant number of our transportation providers may go out of business and we may be unable to secure sufficient equipment capacity or services to meet our commitments to our customers;

•A pandemic or other public health epidemic poses the risk that we or our employees, customers, suppliers, manufacturers and other commercial partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns requested or mandated by governmental authorities;

•We may not be able to appropriately adjust our expenses to rapid changes in market demand. In order to maintain high variability in our business model, it is necessary to adjust staffing levels when market demand changes. In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are primarily variable but are fixed for a period of time, as well as certain significant fixed expenses; we may be unable to adequately adjust these expenses to match a rapid change in demand;

•The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the U.S.

~~•The~~Foreign U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the U.S. To date, several governments, including the European Union (“EU”), have imposed tariffs on certain goods imported from the U.S. These actions may contribute to weakness in the global economy that could adversely affect our results of operations. ~~Any~~A ~~further~~decline or disruption in general domestic and global economic conditions that affects demand for the commodities and products we transport could reduce revenues or have other adverse effects on the Company's cost structure and profitability. Further changes in U.S. or international trade policy could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with countries that impose anti-trade measures. Such conditions could have an adverse effect on our business, results of operations and financial condition, as well as on the price of our common stock; and

•Governmental authorities have implemented and are continuing to implement various anti-terrorism measures, including checkpoints and travel restrictions on trucks. If such measures or new anti-terrorism measures disrupt or impede our operations, we may fail to timely deliver products to our customers or incur increased expenses to do so. Such measures could have an adverse effect on our business, results of operations and financial condition, as well as on the price of our common stock.

Risks related to Our Strategy and Operations

Our company-specific action plan to enhance network efficiencies and drive growth in our North American LTL business, and other management actions to improve our North American LTL business, may not be effective or timely, and may not improve our results of operations or cash flow from operations as planned.

We have undertaken a company-specific action plan to enhance network operating efficiencies and drive growth in our North American LTL business, including by, among other actions, growing yield by providing best-in-class customer service and enhancing business mix, expanding our tractor fleet, managing the production capacity of our trailer manufacturing facility, investing in the door count in our network of service center facilities, and driving cost efficiencies through, among other actions, insourcing linehaul from third-party transportation providers and improving productivity. The effectiveness and timeliness of these actions, which are and will be costly, and other management actions to improve our North American LTL business, may not result in the expected improvements in our results of operations or cash flow from operations in our North American LTL business.

Our profitability may be materially adversely impacted if our investments in equipment and service centers do not match customer demand for these resources or if there is a decline in the availability of funding sources for these investments.

Our LTL and full truckload operations require significant investments in equipment and freight service centers. The amount and timing of our capital investments depend on various factors, including anticipated freight volume levels and the price and availability of appropriate property for service centers and newly manufactured tractors. If our anticipated requirements for service centers or fleet differ materially from actual usage, our capital-intensive operations, specifically LTL and full truckload, may have more or less capacity than is optimal.

Our investments in equipment and service centers depend on our ability to generate cash flow from operations and our access to credit, debt and equity capital markets. A decline in the availability of these funding sources could adversely affect our financial condition and results of operations.

Failure to successfully implement our cost and revenue initiatives could cause our future financial results to suffer.

We are implementing various cost and revenue initiatives to further increase our profitability, including advanced pricing analytics and revenue management tools, LTL process improvements, workforce productivity, European margin expansion, global procurement and further back-office optimization. Many of these initiatives involve the use of AI technology. If we are not able to successfully implement these cost and revenue initiatives, our future financial results may suffer.

Our past acquisitions, as well as any acquisitions that we may complete in the future, may be unsuccessful or result in other risks or developments that adversely affect our financial condition and results.

While we intend for our acquisitions to enhance our competitiveness and profitability, we cannot be certain that our past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations. Special risks, including accounting, regulatory, compliance, information technology or human resources issues, may arise in connection with, or as a result of, an acquisition, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired assets or businesses, possible management distractions, or the inability of acquired assets or businesses to achieve the levels of revenue, profit, productivity or synergies we anticipate or otherwise perform as we expect on the timeline contemplated. We are unable to predict all of the risks that could arise as a result of our acquisitions. In December 2023, we completed our acquisition of 28 service centers, including the assumption of certain leases, of Yellow Corporation (the “Yellow Service Centers”). The ultimate success of the acquisition of the Yellow Service Centers will depend on, among other things, the ability to integrate the Yellow Service Centers into our LTL network in a manner that supports our North American LTL business and facilitates growth opportunities. It is possible that the integration process could result in the loss of customers, the disruption of ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues and delays, potential environmental liabilities and higher than expected integration costs.

We may not successfully manage our growth.

We have grown rapidly and substantially over prior years, including by expanding our internal resources, making acquisitions and entering into new markets, and we intend to continue to focus on growth, including organic growth through new customer wins and increased business with existing customers, as well as additional acquisitions. We may experience difficulties and higher-than-expected expenses in executing this strategy as a result of unfamiliarity with new markets, changes in revenue and business models, entry into new geographic areas and increased pressure on our existing infrastructure and information technology systems from multiple customer project implementations. Further, we cannot be certain that our past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations. Special risks, including accounting, regulatory, compliance, information technology or human resources issues, may arise in connection with, or as a result of, an acquisition, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired assets or businesses, possible management distractions, or the inability of acquired assets or businesses to achieve the levels of revenue, profit, productivity or synergies we anticipate or otherwise perform as we expect on the timeline contemplated.

Our growth may place a significant strain on our management, operational, financial and information technology resources. We seek to continually improve existing procedures and controls, as well as implement new transaction processing, operational and financial systems, and procedures and controls to expand, train and manage our employee base. Our working capital needs may continue to increase as our operations grow. Failure to manage our growth effectively, or obtain necessary working capital, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We may sell or otherwise divest our European business, which may have an adverse effect on our results of operations and cash flows, the market price of our common stock, and on our North American LTL business.

In potentially selling or otherwise divesting our European business, we may not realize the price we expect to receive when contemplating the divestment of the business, we may incur a loss in connection with a sale or other divestiture of the business, the market price of our common stock and the multiples at which our common stock trades may not increase following a sale or other divestiture of our European business, and/or we may incur ongoing transition obligations and costs that adversely impact our operations following a sale or other divestiture of our European business. We also would anticipate incurring material compensation, transactional and other expenses, in connection with entering into and/or completing a sale of our European business. Certain of these factors could have an adverse effect on our results of operations and cash flows, and the market price of our common stock.

A sale or other divestiture of our European business will result in us being a smaller, less diversified company with a more concentrated area of focus and less geographical diversification, as North American LTL would be our only remaining business. Following a potential sale or other divestiture of our European business, our Company likely would become more vulnerable to changing market conditions in the U.S., which could have a material adverse effect on our business, financial condition and results of operations. The diversification of our revenues, costs and cash flows will diminish as a result of a sale or other divestiture of our European business, and our ability to fund capital expenditures, and investments and service our debt may be diminished. We may also incur ongoing costs and retain certain liabilities that were previously allocated to entities that are sold or otherwise divested. Those costs may exceed our estimates or could diminish the benefits we expect to realize.

Further, a sale or other divestiture of one or more of our business units may subject us to litigation. An unfavorable outcome of such litigation may result in a material adverse impact on our business, financial condition, cash flows or results of operations. In addition, regardless of the outcome, litigation proceedings can be costly, time-consuming, disruptive to our operations, and distracting to management.

There can be no assurance that a sale or other divestiture of our European business will occur, or the terms or timing of a potential transaction.

If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

At December 31, ~~2024~~2025, we had approximately $1.5 billion of goodwill on our consolidated balance sheet. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. We assess potential impairment of our goodwill annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. Impairment may result from significant changes in the manner or use of the acquired assets, in connection with the sale, spin off or other divestiture of a business unit, a change in reporting units in connection with a reorganization of our reporting structure, negative industry or economic trends and/or significant underperformance relative to historic or projected operating results. For a discussion of our goodwill impairment testing, see “Critical Accounting Policies and Estimates - Evaluation of Goodwill” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.

We use both internally developed and purchased technologies in conducting our business. Whether internally developed or purchased, it is possible that users of these technologies could be claimed to infringe upon or violate the intellectual property rights of third parties. In the event that a claim is made against us by a third party for the infringement of intellectual property rights, a settlement or adverse judgment against us could result in increased costs to license the technology or a legal prohibition against our use of the technology. Thus, our failure to obtain, maintain or enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely on a combination of intellectual property rights, including patents, copyrights, trademarks, domain names, trade secrets, intellectual property licenses and other contractual rights, to protect our intellectual property and technology. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated; our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties; or we may fail to secure the rights to intellectual property developed by our employees, contractors and others. Efforts to enforce our intellectual property rights may be time-consuming and costly, distract management’s attention and divert our resources, and ultimately be unsuccessful. Moreover, should we fail to develop and properly manage future intellectual property, this could adversely affect our market positions and business opportunities.

Our overseas operations are subject to various operational and financial risks that could adversely affect our business.

The services we provide outside the U.S. are subject to risks resulting from changes in tariffs, trade restrictions, trade agreements, tax policies, 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 of countries that do not protect our rights relating to our intellectual property, including our proprietary information systems, to the same extent as do U.S. laws. The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region or decrease the profitability of our operations in that region. In addition, as we expand our business in foreign countries, we will be exposed to increased risk of loss from foreign currency fluctuations and exchange controls.

We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities and earnings are denominated in foreign currencies.

We present our financial statements in U.S. dollars, but we have a significant proportion of our net assets and income in non-U.S. dollar currencies, primarily the euro and British pound sterling. Consequently, a depreciation of non-U.S. dollar currencies relative to the U.S. dollar could have an adverse impact on our financial results as further discussed in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”

Volatility in fuel prices impacts our fuel surcharge revenue and may impact our profitability.

We are subject to risks associated with the availability and price of fuel, all of which are subject to political, economic and market factors that are outside of our control.

Fuel expense constitutes one of the greatest costs to our LTL carrier operations, as well as to third-party linehaul and transportation providers. Accordingly, we may be adversely affected by the timing and degree of fuel price fluctuations. As is customary in our industry, most of our customer contracts include fuel surcharge programs or other cost-recovery mechanisms to mitigate the effect of any fuel price increases over base amounts established in the contract. However, these mechanisms may not fully capture an increase in fuel price. Furthermore, market pressures may limit our ability to assess fuel surcharges in the future. The extent to which we are able to recover increases in fuel costs may be impacted by the amount of empty or out-of-route truck miles or engine idling time.

Decreases in fuel prices reduce the cost of transportation services and accordingly, will reduce our revenues and may reduce margins for certain lines of business. Significant changes in the price or availability of fuel in future periods, or significant changes in our ability to mitigate fuel price increases through the use of fuel surcharges, could have a material adverse impact on our operations, fleet capacity and ability to generate both revenues and profits.

Productivity of our fleet historically decreases during the winter season and extreme or unusual weather conditions, whether due to climate change or otherwise, can disrupt our operations, impact freight volumes, and increase our costs, all of which could have a material adverse effect on our business results.

Our business depends, in part, on predictable temperate weather patterns. Our productivity historically decreases during the winter season, as it does for the industry in general, because inclement weather impedes operations. Certain seasonal weather conditions and isolated weather events can disrupt our operations and further impact productivity. We frequently incur costs related to snow and ice removal, towing and other maintenance activities during winter months. Our activities in the southern United States are particularly susceptible to the occurrence of hurricanes and tropical storms and, depending on where any particular hurricane or tropical storm makes landfall, our properties and operations could experience significant damage and disruptions. At least some of our operations are constantly at risk of extreme adverse weather conditions. ~~Any~~While many of our locations have emergency response plans to address extreme weather conditions, unusual or prolonged adverse weather patterns in our areas of operations or markets, whether due to climate change or otherwise, can temporarily impact freight volumes and increase our costs.

Also, concerns relating to climate change have led to a range of local, state, federal, and international regulatory and policy efforts to seek to address greenhouse gas (“GHG”) emissions. InGovernments around the ~~U.S.,~~world ~~various approaches~~ are ~~being~~proposing ~~proposed~~and oradopting ~~adopted~~laws ~~at the federal, state,~~ and ~~local~~regulations ~~government~~regarding ~~levels.~~GHGs ~~These~~which ~~efforts~~ could lead to additional compliance costs or operational disruption now or in the future, including increased fuel and other capital or operational costs or additional legal requirements on the Company. In addition to the potential for additional GHG regulation or incentives, enhanced corporate, public, and stakeholder attention to fuel-efficiency and emissions transparency could impact the Company’s reputation or require the Company to provide additional GHG related disclosures. Climate change concerns and GHG regulatory efforts could also affect the Company's customers themselves. Any of these factors, individually or combined with one or more factors, or other unforeseen factors or other impacts of climate change, could affect the Company and have an adverse effect on our business, operations, or financial condition.

19Our reputation could be harmed if we fail to satisfy evolving stakeholder expectations regarding environmental matters.

~~Our~~Companies ~~reputation~~across ~~could~~all beindustries ~~harmed~~have iffaced wescrutiny ~~fail~~from stakeholders related to ~~satisfy~~environmental ~~evolving~~matters, including practices and disclosures related to GHGs. If we are unable to meet stakeholder expectations, ~~regarding~~or ~~environmental~~if ~~and~~we ~~social~~are ~~matters~~perceived to have not responded appropriately, our reputation could be negatively impacted or we could be the target of litigation.

Companies across all industries have faced scrutiny from stakeholders related to environmental and social matters, including practices and disclosures related to carbon emissions and diversity, equity and inclusion. If we are unable to meet stakeholder expectations, or if we are perceived to have not responded appropriately, our reputation could be negatively impacted or we could be the target of litigation. In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on environmental and social matters. If, as a result of their assessment of our environmental and social practices, certain investors are unsatisfied with our actions, they may reconsider their investment in our company.

Risks related to Our Use of Technology

Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information technology systems, including those systems of any businesses that we acquire.

We rely heavily on our information technology systems in managing our business; they are a key component of our customer-facing services and internal growth strategy. In general, we expect our customers to continue to demand more sophisticated, fully integrated technology from their transportation providers. This process of continuous enhancement may lead to significant ongoing software development costs, which will continue to increase if we pursue new acquisitions of companies and their current systems. Technology and new market entrants may also disrupt the way we and our competitors operate. In addition, we may fail to accurately determine the needs of our customers or trends in the transportation industry. Any such failures could result in decreased demand for our services and a corresponding decrease in our revenues.

We must ensure that our information technology systems remain competitive. If our information technology systems are unable to manage high volumes with reliability, accuracy and speed as we grow, or if such systems are not suited to manage the various services we offer, our service levels and operating efficiency could decline. In addition, if we fail to hire and retain qualified personnel to implement, protect and maintain our information technology systems, or if we fail to enhance our systems to meet our customers’ needs, our results of operations could be seriously harmed. This could result in a loss of customers or a decline in the volume of freight we receive from customers.

if we fail to enhance our systems to meet our customers’ needs, our results of operations could be seriously harmed. In addition, the adoption of new and rapid changes in technology, such as the rise in artificial intelligence applications, may impact the transportation and logistics industry. If we do not appropriately adapt our operations to these new technologies as quickly or effectively as our competitors, the Company's business could be adversely affected. This could result in a loss of customers or a decline in the volume of freight we receive from customers.

We are developing proprietary information technology. Our technology may not be successful or may not achieve the desired results, and we may require additional training or different personnel to successfully implement this technology. Our technology development process may be subject to cost overruns or delays in obtaining the expected results, which may result in disruptions to our operations.

A significant breach of our information security systems, networks or processes could materially adversely affect our business.

We process and maintain certain information that is confidential, proprietary, personal, or otherwise sensitive, including financial and confidential business information. In the past, foreign state-sponsored cyber threat actors have targeted networks belonging to critical infrastructure organizations globally, including transportation and logistics infrastructure networks. Our information technology systems, devices, storage and applications, as well as those maintained by our third-party providers, are susceptible to damage, disruptions and shutdowns due to computer viruses, cyberattacks, ransomware or malware attacks, phishing, denial of service attacks, malicious social engineering, attacks by foreign actors, and other attempts to gain unauthorized access. The rapid evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making cyber-attacks more sophisticated and cybersecurity incidents more difficult to detect, contain, and mitigate. Our systems and the systems maintained by our third-party providers have been subject to attempts to gain unauthorized access, breaches, and other system disruptions, and these and similar incidents could happen again. These events could, from time to time, cause material service outages, allow inappropriate or block legitimate access to systems or information, or result in other material interruptions to our business, our customers and other stakeholders could be impacted, and our reputation could be harmed. The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and the frequency and sophistication of cyber-attacks globally have increased over time. As a result, we may be unable to anticipate these attacks or techniques or to implement adequate measures to recognize, detect or prevent the occurrence of any of the events described above or to adequately mitigate their effects. We also may not discover the occurrence of any of the events described above for a significant period of time after the event occurs. These risks, as well as the number and frequency of cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries.

cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries.

We operate a robust information security program that includes: access control tools; detection and response tools; security awareness, penetration testing, vulnerability management, and incident response programs; data encryption; formal risk management, including 3rd party risk management; and cyber insurance. We depend on and interact with the information technology networks and systems of third parties for many aspects of our operations, including our customers and service providers such as cloud service providers and third-party delivery services. These third parties are subject to risks resulting from data breaches, cyberattacks, and other events or actions that could damage or disrupt their networks or systems, which could adversely affect our operations and have an impact on our business.

Any failure to identify and address such defects or errors or prevent a cyber-attack could result in service interruptions, operational difficulties, loss of revenues or market share, liability to our customers or others, the diversion of corporate resources, injury to our reputation or increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to the resulting claims or liability could similarly involve substantial cost, and the costs related to cybersecurity threats or disruptions may not be fully insured or indemnified by other means. While we have dedicated significant resources to security and privacy and to incident response capabilities, our response processes may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition.

A failure of our information technology infrastructure may materially adversely affect our business.

The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our order entry and fulfillment, communications, labor management, sales and marketing, financial, legal and compliance functions, engineering and product development tasks, research and development data, and other business processes. We also rely on third parties and virtualized infrastructure to operate our information technology systems. Despite significant testing, external and internal risks, such as malware, insecure coding, “Acts of God,” data leakage and human error, pose a direct threat to the stability and effectiveness of our information technology systems and operations. The failure of our information technology systems to perform as we anticipate has in the past adversely affected, and could in the future adversely affect our business, including through service delays, delayed communications, loss and delay of sales, transaction errors, billing and invoicing errors, processing inefficiencies and delayed receivables collection. Any such failure could result in harm to our reputation and have an ongoing adverse impact on our business, results of operations and financial condition, including after the underlying failure has been remedied. Further, the delay or failure to implement information system upgrades and new systems effectively could disrupt our business, distract management’s focus and attention from our business operations, and increase our implementation and operating costs, any of which could negatively impact our operations and operating results.

Also, due to recent advances in technology and well-known efforts on the part of computer hackers and cyber-terrorists to breach the data security of companies, we face risks associated with the potential failure to adequately protect critical corporate, customer and employee data, which, if released, could adversely impact our customer and employee relationships, our reputation, and even violate privacy laws. Recently, regulatory and enforcement focus on data protection has heightened in the United States and abroad, particularly in the EU. Failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our business, reputation, results of operations and financial condition.

Risks related to Our Credit and Liquidity

Our indebtedness could adversely affect our financial condition.

We have outstanding indebtedness, which could: negatively affect our ability to pay principal and interest on our debt; increase our vulnerability to general adverse economic and industry conditions; limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow to payments of interest and principal or to comply with any restrictive terms of our debt; limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; impair our ability to obtain additional financing or to refinance our indebtedness in the future; and place us at a competitive disadvantage compared to our competitors that may have proportionately less debt.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could materially and adversely affect our financial position and results of operations. Further, failure to comply with the covenants under our indebtedness may have a material adverse impact on our operations. If we fail to comply with any of the covenants under our indebtedness, and are unable to obtain a waiver or amendment, such failure may result in an event of default under our indebtedness. We may not have sufficient liquidity to repay or refinance our indebtedness if such indebtedness were accelerated upon an event of default.

Under the terms of our outstanding indebtedness, we may not be able to incur substantial additional indebtedness in the future, which could further exacerbate the risks described above.

The execution of our strategy could depend on our ability to raise capital in the future, and our inability to do so could prevent us from achieving our growth objectives.

We may in the future be required to raise capital through public or private financing or other arrangements in order to pursue our growth strategy or operate our businesses. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business and/or our ability to execute our strategy. Further debt financing may involve restrictive covenants and could reduce our profitability. We currently have investment grade credit ratings for our secured debt, however, we may not be able to maintain these ratings or obtain investment grade credit ratings for our unsecured debt. Without investment grade credit ratings, we incur increased interest expense and borrowing costs and may have reduced access to financial markets to obtain additional debt financing or refinance our existing debt, potentially adversely affecting our financial condition and results of operations. If we cannot raise funds on acceptable terms, we may not be able to grow our business as planned or respond to competitive pressures.

at all, and our failure to raise capital when needed could harm our business and/or our ability to execute our strategy. Further debt financing may involve restrictive covenants and could reduce our profitability. We currently have investment grade credit ratings for our secured debt, however, we may not be able to maintain these ratings or obtain investment grade credit ratings for our unsecured debt. Without investment grade credit ratings, we may incur increased interest expense and borrowing costs and may have reduced access to financial markets to obtain additional debt financing or refinance our existing debt, potentially adversely affecting our financial condition and results of operations. If we cannot raise funds on acceptable terms, we may not be able to grow our business as planned or respond to competitive pressures.

We may be adversely affected by interest rate changes because of our floating rate credit facilities.

The ~~Second Amended and Restated~~ Revolving ~~Loan~~ Credit Agreement, as amended (the “~~ABL~~Revolving Credit Facility”), ~~and~~provides for an interest rate based on the ~~senior~~Secured ~~secured~~Overnight ~~term~~Financing ~~loan~~Rate ~~credit~~(“SOFR”), the Canadian Overnight Repo Rate (“CORRA”) or a Base Rate, as defined in the agreement, plus an applicable margin. The Senior Secured Term Loan Credit Agreement, as amended (the “Term Loan Facility”), ~~provide~~provides for an interest rate based on ~~the Secured Overnight Offering Rate (“~~SOFR”) or a Base Rate, as defined in the ~~agreements~~agreement, plus an applicable margin. Our European trade receivables securitization program (the “Receivables Securitization Program”) provides for an interest rate at lenders’ cost of funds plus an applicable margin. Our financial position may be affected by fluctuations in interest rates since the ~~ABL~~Revolving Credit Facility, Term Loan Facility and Receivables Securitization Program are subject to floating interest rates. Refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for the impact on interest expense of a hypothetical 1% increase in the interest rate. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could have an adverse effect on our financial position and results of operations.

Risks related to Third-Party Relationships

We depend on third parties in the operation of our business.

Our European business heavily relies on subcontracting and we use a large number of temporary employees in these operations. As a result, we are exposed to various risks related to managing our subcontractors, such as the risk that they do not fulfill their assignments in a satisfactory manner or within the specified deadlines. Moreover, we cannot guarantee that temporary employees are as well-trained as our other employees. Specifically, we may be exposed to the risk that temporary employees may not perform their assignments in a satisfactory manner or may not comply with our safety rules in an appropriate manner, whether as a result of their lack of experience or otherwise. Such failures could compromise our ability to fulfill our commitments to our customers, comply with applicable regulations or otherwise meet our customers’ expectations. Such failures could also harm our reputation and ability to win new business and could lead to us being liable for contractual damages. Furthermore, in the event of a failure by our subcontractors or temporary employees to fulfill their assignments in a satisfactory manner, we could be required to perform unplanned work or additional services in line with the contracted service, without receiving any additional compensation. As a result, any failure to properly manage our subcontractors or temporary employees in Europe or elsewhere could have a material adverse impact on our revenues, earnings, financial position and outlook.

Increases in driver compensation and difficulties with attracting and retaining drivers could adversely affect our revenues and profitability.

Our LTL services in North America and Europe and our full truckload services in Europe are conducted primarily with employee drivers. Our industry may experience intense competition for qualified drivers in the transportation industry due to a shortage of drivers. The availability of qualified drivers may be affected from time to time by changing workforce demographics, competition from other transportation companies and industries for employees, the availability and affordability of driver training schools, changing industry regulations, and the demand for drivers in the labor market. If an industry-wide shortage of qualified drivers occurs, our global LTL operations and our European truckload operation could experience difficulty in attracting and retaining enough qualified drivers to fully satisfy customer demand. During periods of increased competition in the labor market for drivers, our LTL and full truckload operations may be required to increase driver compensation and benefits in the future to attract and retain a sufficient number of qualified drivers or face difficulty meeting customer demand, all of which could adversely affect our profitability. Additionally, a shortage of drivers could result in the underutilization of our truck fleet, lost revenue, increased costs for purchased transportation or increased costs for driver recruitment.

adversely affect our profitability. Additionally, a shortage of drivers could result in the underutilization of our truck fleet, lost revenue, increased costs for purchased transportation or increased costs for driver recruitment.

If we are unable to attract and retain management talent and key employees, our business, results of operations and financial position could be adversely affected.

Our success is dependent upon our ability to attract and retain qualified management in a highly competitive environment and the experience and leadership of our key employees. Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly at the executive level. We may face difficulty in attracting, retaining and compensating key talent for a number of reasons, including competitive market conditions. Replacing departing executives, directors or other key personnel can involve organizational disruption and uncertainty. If we fail to attract and retain management talent and key employees or fail to manage integration of new management talent or key employees successfully, we could experience significant delays or difficulty in the achievement of our strategic objectives and our business, financial condition and results of operations could be materially and adversely harmed.

Our business may be materially adversely affected by labor disputes.

Our business could be adversely affected by strikes and labor negotiations at seaports, labor disputes between railroads and their union employees, or by a work stoppage at one or more railroads or local trucking companies servicing rail or port terminals. Strikes and work stoppages also could occur at our own facilities. Port shutdowns and similar disruptions to major points in national or international transportation networks, most of which are beyond our control, could result in terminal embargoes, disrupt equipment and freight flows, depress volumes and revenues, increase costs and have other negative effects on our operations and financial results.

Labor disputes involving our customers could affect our operations. If our customers experience plant slowdowns or closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively impacted.

Our European business activities require a large amount of labor, which represents one of our most significant costs. It is essential that we maintain good relations with employees, trade unions and other staff representative institutions. A deteriorating economic environment may result in tensions in industrial relations, which may lead to industrial action within our European operations; this could have a direct impact on our business operations. Generally, any deterioration in industrial relations in our European operations, such as general strike activities or other material labor disputes, could have an adverse effect on our revenues, earnings, financial position and outlook.

Efforts by labor organizations to organize employees at certain locations in North America, if successful, may impact costs and efficiencies at those locations.

Since 2014, in the U.S., the International Brotherhood of Teamsters (“Teamsters”) has attempted to organize employees at dozens of our LTL locations, and the International Association of Machinists (“Machinists”) has attempted to organize a small number of mechanics at three LTL maintenance shops. The majority of our employees involved in these organizing efforts rejected union representation. As of December 31, ~~2024~~2025, our employees had voted against union representation in 19 of the 28 union elections held since 2014. As of December 31, ~~2024~~2025, none of our employees were represented by a union in North America, consistent with our December 31, ~~2023~~2024 position. We cannot predict with certainty whether further organizing efforts may result in the unionization of any additional locations in the U.S. If union efforts are successful, these efforts may impact costs and efficiencies at the specific locations where representation is elected and have an adverse effect on our results of operations, cash flows and business.

Risks related to Litigation and Regulations

We are involved in multiple lawsuits and are subject to various claims that could result in significant expenditures and impact our operations.

The nature of our business exposes us to the potential for various types of claims and litigation, including matters related to commercial disputes, labor and employment, workers’ compensation, personal injury, cargo and other property damage, product liability, environmental liability, insurance coverage, securities and other matters, including with respect to claims asserted under various other theories of agency or employer liability. Claims against us may exceed the amount of insurance coverage that we have or may not be covered by insurance at all. Businesses that we acquire may also increase our exposure to litigation. Material increases in the frequency or severity of vehicular accidents, liability claims or workers’ compensation claims, or the unfavorable resolution of claims, or our failure to recover, in full or in part, under subrogation or indemnity provisions with third-party transportation providers, could materially and adversely affect our operating results. Our involvement in the transportation of certain goods, including but not limited to hazardous materials, could also increase our exposure in the event that we or one of our third-party transportation providers is involved in an accident resulting in injury or contamination. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims and industry-wide factors affecting insurance availability and cost could reduce our profitability. Under some agreements, we maintain the inventory of our customers, some of which may be significant in value. Our failure to properly handle and safeguard such inventory, or damages occurring as a result of acts of God, exposes us to potential claims and expenses.

property damage, product liability, environmental liability, insurance coverage, securities and other matters, including with respect to claims asserted under various other theories of agency or employer liability. Claims against us may exceed the amount of insurance coverage that we have or may not be covered by insurance at all. Businesses that we acquire may also increase our exposure to litigation. Material increases in the frequency or severity of vehicular accidents, liability claims or workers’ compensation claims, or the unfavorable resolution of claims, or our failure to recover, in full or in part, under subrogation or indemnity provisions with third-party transportation providers, could materially and adversely affect our operating results. Our involvement in the transportation of certain goods, including but not limited to hazardous materials, could also increase our exposure in the event that we or one of our third-party transportation providers is involved in an accident resulting in injury or contamination. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims and industry-wide factors affecting insurance availability and cost could reduce our profitability. Under some agreements, we maintain the inventory of our customers, some of which may be significant in value. Our failure to properly handle and safeguard such inventory, or damages occurring as a result of acts of God, exposes us to potential claims and expenses.

An increase in the number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on us.

We use a combination of self-insurance programs and purchased insurance to provide for the costs of employee medical, vehicular collision and accident (including personal injury), cargo loss and damage, property damage, and workers’ compensation claims. Our estimated liability for self-retained insurance claims reflects certain actuarial assumptions and judgments, which are subject to a degree of variability and uncertainty. We reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience and exposure expectation. Estimating the number and severity of claims, as well as related potential judgment or settlement amounts, is inherently difficult. This inherent difficulty, along with legal expenses, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates. Our operating results could be adversely affected if any of the following were to occur: (i) the number or the severity of claims increases; (ii) we are required to accrue or pay additional amounts because claims as they develop prove to be more severe than our initial assessment; or (iii) claims exceed our coverage. Accordingly, our ultimate results may differ from our initial estimates, which could result in losses over our reserved amounts. We periodically evaluate our level of insurance coverage and adjust insurance levels based on targeted risk tolerance and premium expense. An increase in the number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on us, while higher self-insured retention levels may increase the impact of loss occurrences on our results of operations.

inherent difficulty, along with legal expenses, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates. Our operating results could be adversely affected if any of the following were to occur: (i) the number or the severity of claims increases; (ii) we are required to accrue or pay additional amounts because claims as they develop prove to be more severe than our initial assessment; or (iii) claims exceed our coverage. Accordingly, our ultimate results may differ from our estimates, which could result in losses over our reserved amounts. We periodically evaluate our level of insurance coverage and adjust insurance levels based on targeted risk tolerance and premium expense. An increase in the number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on us, while higher self-insured retention levels may increase the impact of loss occurrences on our results of operations.

In addition, the cost of providing benefits under our medical plans is dependent on a variety of factors, including governmental laws and regulations, healthcare cost trends, claims experience and healthcare decisions by plan participants. As a result, we are unable to predict how the cost of providing benefits under medical plans will affect our financial condition, results of operations or cash flows.

We are subject to risks associated with defined benefit plans for our current and former employees, which could have a material adverse effect on our earnings and financial position.

We maintain defined benefit pension plans and a postretirement medical plan. Our defined benefit pension plans include funded and unfunded plans in the U.S. A decline in interest rates and/or lower returns on funded plan assets may cause increases in the expense and funding requirements for these defined benefit pension plans and for our postretirement medical plan. Despite past amendments that froze our defined benefit pension plans to new participants and curtailed benefits, these pension plans remain subject to volatility associated with interest rates, inflation, returns on plan assets, other actuarial assumptions and statutory funding requirements. In addition to being subject to volatility associated with interest rates, our postretirement medical plan remains subject to volatility associated with actuarial assumptions and trends in healthcare costs. Any of the aforementioned factors could lead to a significant increase in the expense of these plans and a deterioration in the solvency of these plans, which could significantly increase our contribution requirements. As a result, we are unable to predict the effect on our financial statements associated with our defined benefit pension plans and our postretirement medical plan.

Changes in income tax regulations for U.S. and multinational companies may increase our tax liability.

We are subject to income taxes in the United States and many foreign jurisdictions. Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition, results of operations and cash flows. The U.S. Congress, the Organization for Economic Co-operation and Development (“OECD”), the EU and other government agencies in jurisdictions in which we and our affiliates do business have maintained a focus on the taxation of multinational companies. The OECD has recommended changes to numerous long-standing international tax principles through its base erosion and profit shifting (“BEPS”) project, and many jurisdictions have begun codifying those recommendations into law. During 2023, the OECD issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. Many Pillar Two rules were effective for fiscal years beginning on January 1, 2024, with other aspects effective from 2025. On July 4, 2025, the One Big Beautiful Bill Act (P.L. 119-21) was signed into law. The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective through 2027. These and other tax laws and related regulations changes, to the extent adopted, may increase tax uncertainty and/or our effective tax rate, result in higher compliance cost and adversely affect our provision for income taxes, results of operations and/or cash flows.

We are subject to governmental regulations, political conditions, and emissions-control regulations which could substantially increase operating expenses or negatively impact our business.

Our operations are regulated and licensed by various governmental agencies in the U.S. and in foreign countries where we operate. These regulatory agencies have authority and oversight of domestic and international transportation services and related activities, licensure, motor carrier operations, safety and security and other matters. We must comply with various insurance and surety bond requirements to act in the capacities for which we are licensed. Our subsidiaries and third-party transportation providers must also comply with applicable regulations and requirements of various agencies. Through our subsidiaries and operations, we hold various licenses required to carry out our domestic and international services. These licenses permit us to provide services as a motor carrier and property broker. In addition, we are subject to regulations and requirements promulgated by the DOT, EPA, FMCSA, DHS, CBP, Canada Border Services Agency and various other international, domestic, state and local agencies and port authorities.

FMCSA, DHS, CBP, Canada Border Services Agency and various other international, domestic, state and local agencies and port authorities.

Certain of our businesses engage in the transportation of hazardous materials, the movement, handling and accidental discharge of which are highly regulated. Our failure to obtain or maintain the required licenses, or to comply with applicable regulations, could have a material adverse impact on our business and results of operations. See the “Regulation” section under Item 1, “Business” for more information.

InState ~~2021,~~and ~~the~~federal ~~EPA~~governmental ~~announced~~agencies ahave ~~series~~announced of regulations to be implemented to decrease emissions from new heavy-duty vehicles and, ~~in 2022 and 2024, finalized new stringent emission standards to reduce nitrogen oxides and~~ establish new standards for greenhouse gas emissions from heavy-duty engines. ~~In December 2021, CARB adopted its Advanced Clean Truck regulation requiring manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales.~~ At this point, there are virtually no zero-emissions vehicles widely available that are suitable replacements for current technology used in less-than-truckload operations. If ~~zero-~~emission compliant vehicles are not available or not commercially viable for the less-than-truckload market, we may be required to modify or curtail our operations in ~~California.~~applicable ~~The~~jurisdictions ~~transition~~which ~~to utilizing zero-emission vehicles~~ could have a material adverse effect on our financial condition, results of operations, and cash flows or may require us to incur significant additional costs, any of which could negatively impact our business.

Future laws and regulations may be more stringent and may require changes to our operating practices that influence the demand for our services or require us to incur significant additional costs. We are unable to predict the impact that recently enacted and future regulations may have on our business. In particular, it is difficult to predict which, and in what form, ~~EPA,~~emissions ~~CARB and FMCSA~~ regulations may be modified or enforced, and what impact these regulations may have on motor carrier and less-than-truckload operations. If higher costs are incurred by us as a result of future changes in regulations, or by third-party transportation providers who pass increased costs on to us, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers.

regulations, or by third-party transportation providers who pass increased costs on to us, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers.

Furthermore, political conditions at the federal, state, or local levels may alter the regulations that impact our business, may require changes to our operating practices, may influence demand for our services, or may require us to incur significant additional costs, any of which could negatively impact our business.

Failure to comply with trade compliance and anti-corruption laws and regulations applicable to our operations could expose us to potential fines, criminal sanctions, or reputational harm.

We are a global company subject to changing laws, policies, sanctions, and other regulatory requirements in the U.S., the U.K. and the E.U. relating to trade compliance and anti-corruption. Economic sanctions and other trade compliance restrictions in the U.S., the U.K., the E.U., and other countries may prohibit us from engaging in business activities with restricted entities or sanctioned countries. The U.S. and other export controls may restrict us from exporting specific products or arranging transportation or other services to or for the benefit of certain entities in specified countries. An imposition of tariffs on imports or other changes to U.S. trade policy could cause demand for shipping from international markets to decrease, and if the declines are significant enough, it could have a material adverse effect on our results of operations, financial condition, and liquidity. Global developments such as the ongoing conflict in Ukraine may result in new and evolving sanctions and trade restrictions. Non-compliance with trade compliance laws, policies, sanctions, and other regulatory requirements could result in reputational harm, operational delays, monetary fines and penalties, loss of revenues, increased costs, loss of export privileges, and criminal sanctions.

The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, Sapin II and other anti-corruption laws and regulations prohibit corrupt payments by our employees, vendors, or agents. While we have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments, our employees, vendors, or agents may violate our policies and controls. Our failure to comply with anti-corruption laws and regulations could result in monetary fines and penalties, criminal sanctions against us, our officers, or our employees, restrictions on the conduct of our business, and reputational harm.

We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-offs of GXO or RXO.

Although we believe that separating our logistics segment and tech-enabled broker transportation platform into stand-alone, publicly traded companies (the “Spin-offs”) has provided financial, operational and other benefits to us and our stockholders, we cannot provide assurance that we will achieve the full strategic and financial benefits expected from the Spin-offs. If we do not realize the intended benefits of the Spin-offs, we could suffer a material adverse effect on our business, financial conditions, results of operations and cash flows.

If the spin-offs of GXO and/or RXO, together with certain related transactions, do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, XPO and XPO stockholders could be subject to significant tax liabilities. In addition, if certain internal restructuring transactions were to fail to qualify as transactions that are generally tax-free for U.S. federal or non-U.S. income tax purposes, we could be subject to significant tax liabilities.

In connection with the spin-offs of GXO and RXO, we received opinions from outside counsel regarding the qualification of each spin-off, together with certain related transactions, as a “reorganization” within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code. The opinions of counsel were based upon and relied on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of XPO, GXO, and RXO, including those relating to the past and future conduct of each company. If any of these facts, assumptions, representations, statements or undertakings was, or becomes, inaccurate or incomplete, or if XPO, GXO, or RXO breaches any of its representations or covenants contained in the separation agreement and certain other agreements and documents or in any documents relating to the related opinion of counsel, the opinion of counsel may be invalid, and the conclusions reached therein could be jeopardized.

Notwithstanding receipt of the opinion of counsel, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will not assert that either spin-off and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail with such challenge, XPO and XPO stockholders could be subject to significant U.S. federal income tax liability.

INDUSTRY RISK

Risks related to Our Markets and Competition

We operate in a highly competitive industry and, if we are unable to adequately address factors that may adversely affect our revenue and costs, our business could suffer.

Competition in the transportation services industry is intense. Increased competition may lead to a reduction in revenues, reduced profit margins, or a loss of market share, any one of which could harm our business. There are many factors that could impair our profitability, including the following: (i) competition from other transportation services companies, some of which offer different services or have a broader coverage network, more fully developed information technology systems and greater capital resources than we do; (ii) a reduction in the rates charged by our competitors to gain business, especially during times of declining economic growth, which may limit our ability to maintain or increase our rates, maintain our operating margins or achieve significant growth in our business; (iii) shippers soliciting bids from multiple transportation providers for their shipping needs, which may result in the depression of freight rates or loss of business to competitors; (iv) the establishment by our competitors of cooperative relationships to increase their ability to address shipper needs; (v) decisions by our current or prospective customers to develop or expand internal capabilities for some of the services we provide; and (vi) the development of new technologies or business models that could result in our disintermediation in certain services we provide.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

XPO employs a robust system of information technology and information security controls and measures to assess, identify, and manage risks from cybersecurity threats which we consider to be critically important to maintaining our business and ensuring our business continuity. Our information security program is overseen by our Chief Information Security Officer (“~~CIO~~CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident response processes. Our ~~CIO~~CISO has ~~over~~more 15than ~~years~~a decade of ~~information~~executive ~~technology~~leadership ~~and~~experience with blue chip companies in the areas of information ~~security~~technology, ~~experience~~cybersecurity, ~~and~~risk hemanagement and ~~his~~compliance ~~team~~across ~~have~~multiple ~~experience~~industries. inHe ~~cybersecurity~~ and ~~risk~~his ~~management,~~team ~~including~~have experience assessing, designing, building and operating security platforms, identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and compliance initiatives. The information security team provides periodic reports to our ~~CIO~~Chief Information Officer, Board of Directors, ~~as well as our~~ Chief Executive Officer and other members of our senior management as appropriate. Our ~~CIO~~CISO meets regularly with his team as well as other key personnel to share information about potential cybersecurity events and monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, including the results of security breach simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material cybersecurity incidents and our information security program includes procedures for calling a special session of the Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also discusses relevant incidents in the industry and the evolving threat landscape.

As part of our information security program, our ~~CIO~~CISO and his team integrate our information security measures into our overall risk management processes to identify, evaluate, and quantify risks based on internal and external available information and classify the severity of potential cybersecurity incidents. XPO employs technical measures to protect against cybersecurity attacks that align with functions identified in the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. The information security team continuously reviews our information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and unusual traffic on our systems. The information security leadership team meets regularly to ensure our processes to identify, assess, and manage cybersecurity threats, including those posed by third-party service providers who provide services to our business, are effective and current. Our information security team also reviews relevant legislative and regulatory developments and conducts regular and tailored information security training for our global workforce, in various formats.

provide services to our business, are effective and current. Our information security team also reviews relevant legislative and regulatory developments and conducts regular and tailored information security training for our global workforce, in various formats.

In the event of a cybersecurity incident, our incident response team, composed of members of our information security team as well as other key personnel, identifies, evaluates, and quantifies the relevant risks based on the available information and classifies the severity of the cybersecurity incident based on the level of risk to the Company. Our incident response measures include procedures to provide incident updates and developments to our senior management and the Board of Directors in the event of an ongoing cybersecurity incident. We also maintain an information security risk insurance policy. We conduct internal exercises to prepare our leadership and cross-functional teams to respond in the event of a cybersecurity incident and to help us test and consider revisions to our incident response procedures. We also actively engage with key consultants, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security program. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported to senior management and the Board of Directors. To date, we have not experienced any cybersecurity threats or incidents which have materially affected or are reasonably likely to materially affect the Company.

While we have dedicated significant resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition. For an additional discussion of certain risks associated with cybersecurity see Item 1A, “Risk Factors” above.

ITEM 2. PROPERTIES

As of December 31, ~~2024~~2025, we had ~~approximately~~592 ~~614~~ locations, primarily in North America and Europe. These facilities are located in all 48 contiguous U.S. states, as well as globally.

Segment

Leased Facilities

Owned Facilities

Customer Facilities (1)

Total

North American LTL

~~225~~206

~~144~~150

—

~~369~~356

European Transportation

~~218~~212

1714

~~239~~230

Corporate

—

Total

~~449~~424

~~161~~164

~~614~~592

(1) Includes locations owned or leased by customers.

We lease our current executive ~~office~~offices located in Greenwich, Connecticut and Boston, Massachusetts, as well as various office facilities in the U.S., France, the U.K. and India to support our global executive and shared-services functions. We believe that our facilities are sufficient for our current needs.

ITEM 3. LEGAL PROCEEDINGS

Information with respect to certain legal proceedings is included in Note 1817—Commitments and Contingencies to our Consolidated Financial Statements (included in Part II, Item 8 of this Annual Report) and is incorporated herein by reference. For an additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol XPO.

As of January 3130, ~~2025~~2026, there were approximately 5749 registered holders of our common stock. We have never paid, and have no immediate plans to pay, cash dividends on our common stock.

Stock Performance Graph

The graph below compares the cumulative five-year total return of holders of our common stock with the cumulative performance of the S&P Transportation Select Industry index and the S&P 400 MidCap index, of which we are a component. The graph assumes that the value of the investment in our common stock and each index was $100 on December 31, ~~2019~~2020 and that all dividends and other distributions, including the effect of Spin-offs, were reinvested. The comparisons in the graph below are based on historical data and not indicative of, or intended to forecast, future performance of our common stock.


	12/31/20		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
XPO, Inc.	$	100.00	$	113.76	$	77.59	$	204.16	$	305.69	$	316.78
S&P Transportation Select Industry	$	100.00	$	134.42	$	96.77	$	121.64	$	127.78	$	136.28
S&P 400 MidCap	$	100.00	$	124.76	$	108.47	$	126.29	$	143.88	$	154.68

	12/31/19		12/31/20		12/31/21		12/31/22		12/31/23		12/31/24
XPO, Inc.	$	100.00	$	149.56	$	170.14	$	116.05	$	305.34	$	457.19
S&P Transportation Select Industry	$	100.00	$	112.07	$	150.64	$	108.44	$	136.32	$	143.20
S&P 400 MidCap	$	100.00	$	113.66	$	141.80	$	123.28	$	143.54	$	163.54

Issuer Purchases of Equity Securities

~~Unregistered~~The ~~Sales~~following table summarizes our purchases of ~~Equity~~our ~~Securities~~common ~~and~~stock ~~Use~~for ofthe ~~Proceeds~~quarter ended December 31, 2025:

None.


(In millions, except share and per share data)	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2025 - October 31, 2025	—	$	—	—	$	690
November 1, 2025 - November 30, 2025	393,355	134.15		393,355	637
December 1, 2025 - December 31, 2025	89,998	135.86		89,998	625
Total	483,353	$	134.47	483,353	$	625

(1) Based on trade date.

(2) On March 27, 2025, we announced that our Board of Directors authorized repurchases of up to $750 million of our common stock. The program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue the program at any time. For further details, refer to Note 13—Stockholders’ Equity to our Consolidated Financial Statements.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

XPO is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through ~~our customers’~~ supply chains for approximately 55,000 customers in North America and Europe.

Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component of our business,; and European Transportation. Our North American LTL segment includes the results of our trailer manufacturing operation.

Within the tables presented, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, for a discussion of our financial condition and results of operations for ~~the~~full year ~~ended December 31~~2024, ~~2023~~ compared towith ~~the~~full year ~~ended December 31, 2022~~2023.

Strategic Developments

XPO has operated solely as an asset-based LTL service provider in North America since November 2022, when we completed the spin-off of RXO, Inc. (“RXO”). This followed the completion of two additional components of our strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the sale of our North American intermodal operation in March 2022.

In December 2023, we completed the Yellow Asset Acquisition, purchasing 26 LTL service centers and assuming existing leases for two additional locations.

The historical results of operations and financial positions of RXO and our intermodal operation are presented as discontinued operations during the periods presented and, as such, have been excluded from both continuing operations and segment results. We completed the sale of our intermodal operation for cash proceeds of approximately $705 million, net of cash disposed. The pre-tax gain on the sale was $430 million, net of transaction costs and working capital adjustments, and was included in Income from discontinued operations, net of taxes, for the year ended December 31, 2022.

Impacts of Notable External Conditions

As a leading provider of freight transportation services, our business can be impacted to varying degrees by factors beyond our control. The overall freight environment continues to be recessionary, due to a mix of macroeconomic pressures on supply and demand. Importantly, we see significant growth potential ahead in our major markets, and we intend to continue expanding ~~the~~our business by investing in capacity for the long-term, gaining profitable market share, and aligning price with the value we provide.

Examples of ~~macroeconomic~~ factors that ~~can~~may affect our results ~~are~~include ~~volatility~~elevated in interest rates; ~~and~~ economic inflation, which may have a negative ~~impact~~effect on certain of our operating costs, such as salaries, wages and employee benefits, fuel, ~~purchased transportation~~ and insurance.; Weuncertainty ~~mitigate~~regarding ~~these~~the impacts ~~with~~of ~~mechanisms~~tariffs inimposed, ~~our~~revoked ~~customer~~or ~~contracts~~reciprocated between the U.S. and its trading partners, including ~~fuel~~impacts ~~surcharge~~on ~~clauses~~import costs, export competitiveness and ~~general~~end-market ~~rate~~demand ~~increases~~for our customers’ products; and the ongoing reluctance of some shippers to route goods through areas unsettled by conflict.

~~Examples~~We ofmitigate ~~supply~~inflationary ~~chain~~pressure ~~constraints~~with ~~that~~mechanisms ~~may~~in ~~affect~~ our ~~results~~customer ~~include~~contracts, ~~potentially~~including ~~higher~~fuel ~~tariffs~~surcharge onclauses ~~goods~~and ~~produced~~general ~~outside~~rate ~~the~~increases; ~~United States,~~ and ~~the~~we ~~increasing~~believe ~~reluctance~~that ~~of shippers to route goods through areas with regional conflict~~U.S. ~~Regarding~~demand ~~the~~for ~~war~~LTL ~~between~~services ~~Russia~~may ~~and~~increase ~~Ukraine~~when ~~and~~interest ~~the~~rates ~~unrest~~decrease inor ~~the~~tariff ~~Middle~~uncertainties ~~East~~subside, weas ~~have~~both nodynamics ~~direct~~historically ~~exposure~~correlate to ~~these~~a ~~geographies.~~rebound in industrial activity.

We cannot predict how future macroeconomic conditions, supply chain constraints or conflicts may adversely affect our results of operations.

We cannot predict how future macroeconomic conditions, supply chain constraints or global conflicts, if any, may adversely affect our results of operations.

Consolidated Summary Financial Results

	Years Ended December 31,				Percent of Revenue
(Dollars in millions)	~~2024~~2025		~~2023~~2024			~~2024~~2025		~~2023~~2024
Revenue	$	8,~~072~~157	$	78,~~744~~072
Salaries, wages and employee benefits	3,~~377~~424		3,~~159~~377			4142.80	%	4041.8	%
Purchased transportation	1,~~701~~662		1,~~760~~701			2120.14	%	2221.71	%
Fuel, operating expenses and supplies	1,~~589~~571		1,~~623~~589			19.73	%	2119.07	%
Operating taxes and licenses	8083		6080			1.0	%	01.80	%
Insurance and claims	~~134~~167		~~167~~134			12.70	%	21.27	%
Gains on sales of property and equipment	(4017)		(540)			(0.52)	%	(0.15)	%
Depreciation and amortization expense	~~490~~521		~~432~~490			6.14	%	5.6.1	%
Goodwill impairment	—		—			—	%	—	%
Pre-Con-way acquisition environmental matter	35		—			0.4	%	—	%
Litigation matter	—		8			—	%	0.1	%
Legal matters	(13)		—			(0.2)	%	—	%
Transaction and integration costs	538		5853			0.71	%	0.7	%
Restructuring costs	2759		4427			0.37	%	0.63	%
Operating income	~~660~~656		~~438~~660			8.20	%	58.72	%
Other income	(376)		(1537)			(0.51)	%	(0.25)	%
Debt extinguishment loss	—6		25—			—0.1	%	~~0.3~~—	%
Interest expense	~~223~~219		~~168~~223			2.87	%	2.28	%
Income from continuing operations before income tax provision	473		260			5.9	%	3.4	%
Income before income tax provision	437		473			5.4	%	5.9	%
Income tax provision	86121		6886			1.15	%	01.91	%
Income from continuing operations	387		192			4.8	%	2.5	%
Net income	$	316	$	387		3.9	%	4.8	%
Income (loss) from discontinued operations, net of taxes	—		(3)			—	%	—	%
Net income	$	387	$	189		4.8	%	2.4	%

Year Ended December 31, ~~2024~~2025 Compared with Year Ended December 31, ~~2023~~2024

Our consolidated revenue for ~~2024~~2025 increased by 41.21% to $8.12 billion, compared with ~~2023~~2024. ~~The~~Foreign ~~increase~~currency ~~reflects~~movement ~~growth~~increased inrevenue ~~both~~by ofapproximately ~~our~~1.4 ~~reportable~~percentage ~~segments,~~points ~~partially offset by a decline~~ in ~~fuel~~2025. ~~surcharge~~After ~~revenue~~taking ininto ~~our~~effect ~~North~~the ~~American~~impact ~~LTL~~of ~~segment.~~foreign ~~Foreign~~ currency ~~movement~~movements, ~~increased~~ revenue bywas ~~approximately~~essentially ~~0.5~~flat ~~percentage~~compared ~~points~~with in 2024.

Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions. Salaries, wages and employee benefits in ~~2024~~2025 was $3.442 billion, or 4142.80% of revenue, compared with $3.238 billion, or 4041.8% of revenue, in ~~2023~~2024. The year-over-year increase as a percentage of revenue primarily reflects ~~the~~higher ~~impact~~costs ofdue ~~inflation~~to ~~on our cost base and~~ the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment and wage inflation.

Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation in ~~2024~~2025 was $1.766 billion, or 2120.14% of revenue, compared with $1.870 billion, or 2221.71% of revenue, in ~~2023~~2024. The year-over-year decrease as a percentage of revenue primarily reflects the insourcing of a greater proportion of linehaul from third-party transportation providers ~~and, to a lesser extent, lower rates paid to third-party providers for purchased transportation miles~~ in our North American LTL segment, partially offset by higher purchased transportation in our European Transportation segment.

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense. Fuel, operating expenses and supplies was $1.57 billion in 2025, or 19.3% of revenue, compared with $1.59 billion, or 19.7% of revenue, in 2024. The year-over-year decrease as a percentage of revenue primarily reflects lower fuel costs.

~~Fuel,~~Operating ~~operating~~taxes ~~expenses~~ and ~~supplies~~licenses includes ~~the~~tax ~~cost~~expenses ofrelated ~~fuel~~to ~~purchased for use in~~ our vehicles ~~as well as related taxes, maintenance~~ and ~~lease costs for~~ our ~~equipment, including tractors and trailers, costs related to operating our~~ owned and leased facilities, ~~bad~~as ~~debt~~well ~~expense,~~as ~~third-party~~license ~~professional fees, information technology~~ expenses ~~and~~to ~~supplies~~operate ~~expense~~our vehicles. ~~Fuel,~~Operating ~~operating~~taxes ~~expenses~~ and ~~supplies~~licenses ~~was $1.59 billion~~ in ~~2024,~~2025 orwas ~~19.7%~~$83 ~~of revenue~~million, compared with $~~1.62~~80 ~~billion,~~million ~~or 21.0% of revenue,~~ in ~~2023~~2024. ~~The year-over-year decrease as a percentage of revenue primarily reflects lower fuel costs due to lower diesel prices.~~

~~Operating~~Insurance ~~taxes~~ and ~~licenses~~claims includes ~~tax~~costs ~~expenses~~ related to ~~our~~vehicular ~~vehicles~~ and ~~our~~cargo ~~owned~~claims ~~and~~for ~~leased~~both ~~facilities~~purchased asinsurance ~~well~~and asself-insurance ~~license expenses to operate our vehicles~~programs. ~~Operating~~Insurance ~~taxes~~ and ~~licenses~~claims in ~~2024~~2025 was $80167 million, compared with $60134 million in ~~2023~~2024. The year-over-year increase primarily reflects ~~property~~higher ~~taxes~~vehicular oninsurance ~~service~~costs ~~centers acquired~~ in ~~the~~our ~~Yellow~~North ~~Asset~~American ~~Acquisition~~LTL segment.

~~Insurance~~Gains ~~and~~on ~~claims~~sales ~~includes~~of ~~costs~~property ~~related to vehicular~~ and ~~cargo~~equipment ~~claims for both purchased insurance and self-insurance programs. Insurance and claims~~ in ~~2024~~2025 was $~~134~~17 million, compared with $~~167~~40 million in ~~2023~~2024. The year-over-year decrease primarily reflects lower ~~expense~~gains ~~due~~on toreal ~~improved~~estate ~~damage~~transactions ~~frequency,~~in ~~partially~~our ~~offset~~North byAmerican ~~higher~~LTL ~~vehicular~~segment ~~insurance~~in ~~costs~~2025 compared with 2024.

~~Gains~~Depreciation ~~on sales of property~~ and ~~equipment~~amortization expense in ~~2024~~2025 was $40521 million, compared with $5490 million in ~~2023~~2024. The year-over-year increase ~~primarily~~ reflects ~~$34~~the ~~million~~impact inof ~~gains~~capital oninvestments ~~real~~in ~~estate~~property, ~~transactions~~tractors and trailers in our North American LTL segment ~~in 2024 from a planned service center relocation with no comparable gains in 2023~~.

~~Depreciation~~Pre-Con-way ~~and~~acquisition ~~amortization~~environmental ~~expense~~matter infor ~~2024~~2025 was a charge of $~~490~~35 million, ~~compared~~ with ~~$432~~no ~~million~~comparable charges in ~~2023~~2024. ~~The~~This ~~year-over-year~~matter ~~increase~~relates ~~reflects~~to ~~the~~environmental ~~impact~~and product liability claims involving truck and part manufacturing plants of ~~capital~~a ~~investments~~former subsidiary of Con-way, inwhich ~~particular~~they ~~tractors~~sold ~~and~~in ~~trailers,~~1981 aslong ~~well~~before asXPO's ~~service~~acquisition ~~centers~~of ~~acquired~~Con-way in 2015. The matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to the ~~Yellow~~operations ~~Asset~~of ~~Acquisition.~~our North American LTL segment.

~~Litigation~~Legal ~~matter~~matters was a gain of $813 million in ~~2023~~2025, with no comparable ~~expense~~gain in 2024. ~~See~~The ~~Note~~gain ~~18—Commitments~~recognized ~~and~~in ~~Contingencies~~2025 reflects the settlement of claims against certain truck manufacturers related to purchases by our ~~Consolidated~~European ~~Financial~~Transportation ~~Statements~~segment ~~for~~covering ~~further~~periods ~~information~~prior to our acquisition of Norbert Dentressangle SA in 2015.

Transaction and integration costs in ~~2024~~2025 were $538 million, compared with $5853 million in ~~2023~~2024. ~~Transaction~~The ~~and~~year-over-year ~~integration~~decrease ~~costs~~primarily ~~for~~relates ~~2024~~to ~~and~~no ~~2023~~further ~~are primarily comprised of~~ stock-based compensation ~~for~~costs ~~certain~~in ~~employees~~the ~~related~~current toyear ~~strategic initiatives, as well as retention awards~~ for certain employees related to strategic initiatives ~~in 2023~~. ~~Stock-based compensation costs related to our previously announced strategic initiatives concluded in the fourth quarter of 2024.~~

Restructuring costs in ~~2024~~2025 were $2759 million, compared with $4427 million in ~~2023~~2024. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. In 2025, ~~including~~restructuring ~~actions~~costs primarily reflect share-based compensation in Corporate, and severance and related charges incurred in connection with ~~spin-offs~~headcount ~~and~~reduction ~~divestment~~initiatives ~~activities~~in our European Transportation segment. In 2024, restructuring costs primarily related to headcount reduction initiatives in our European Transportation segment. For more information, see Note 65—Restructuring Charges to our Consolidated Financial Statements.

Other income primarily consists of pension income for both ~~2024~~2025 and ~~2023~~2024, while 2024 also includes investment income. Other income for ~~2024~~2025 was $376 million, compared with $1537 million in ~~2023~~2024. The year-over-year ~~increase~~decrease reflects a $1319 million ofdecline ~~investment income~~ in ~~2024~~pension inincome ~~Corporate~~and on a ~~past~~$13 ~~investment~~million decline in ainvestment ~~private~~income ~~company~~related ~~that~~to ~~was sold during~~ the ~~year,~~sale ~~compared~~of ~~with~~a nopast investment ~~income~~ in ~~2023,~~a asprivate ~~well~~company ~~as an increase~~ in ~~net periodic pension income in~~ 2024.

Debt extinguishment loss was $06 million in ~~2024~~2025, ~~compared~~which ~~with $25 million in 2023. The debt extinguishment loss in 2023~~ related to the refinancing of our ~~Existing~~term ~~Term~~loan ~~Loan~~facility ~~Facility~~in ~~(as defined below) and~~ the ~~redemption~~first quarter of ~~our outstanding 6~~2025.~~25%~~ ~~senior~~There ~~notes~~was ~~due~~no ~~2025~~debt ~~(“Senior~~extinguishment ~~Notes~~loss ~~due~~in ~~2025”)~~2024.

Interest expense for ~~2024~~2025 ~~increased~~decreased 321.78% to $~~223~~219 million, from $~~168~~223 million in ~~2023~~2024. The ~~increase~~decrease is primarily due to ~~the~~a reduction in our debt ~~issuance~~coupled inwith ~~the~~lower ~~fourth~~interest ~~quarter~~rates ofon ~~2023~~our tovariable ~~finance~~rate ~~the~~debt, ~~Yellow~~partially ~~Asset~~offset ~~Acquisition~~by lower interest income. We anticipate interest expense to be between $~~220~~205 million and $~~230~~215 million in ~~2025~~2026.

Our consolidated income ~~from continuing operations~~ before income ~~taxes~~tax provision in ~~2024~~2025 was $~~473~~437 million, compared with $~~260~~473 million in ~~2023~~2024. The ~~increase~~decrease was primarily driven by ~~higher~~lower other income and operating income. With respect to our U.S. operations, income before income tax provision was $456 million in 2025, compared with income of $486 million in 2024. The decrease was primarily due to lower revenue, higher insurance and claims, lower gains on real estate transactions, higher depreciation and amortization, higher costs related to legal matters, higher restructuring costs, and lower other income, partially offset by ~~higher~~lower ~~interest~~purchased ~~expense~~transportation and lower transaction and integration costs. With respect to our non-U.S. operations, loss before income ~~from~~tax ~~continuing~~provision ~~operations~~was ~~before~~$19 ~~income~~million ~~taxes~~in ~~was~~2025, compared

~~income of $486 million in 2024, compared~~ with ~~income~~a loss of $~~286~~13 million in ~~2023~~2024. The increase ~~was~~in the loss is primarily due to higher ~~revenue, lower~~ purchased transportation ~~and higher gains on real estate transactions~~, ~~partially offset by higher~~ salaries, wages and employee benefits, ~~depreciation~~ and ~~amortization~~restructuring ~~and interest expense. With respect to our non-U.S. operations~~costs, ~~loss from continuing operations before income taxes was $13 million in 2024, compared with a loss of $26 million in 2023. The decrease in the loss is primarily due to higher revenue,~~ partially offset by higher ~~purchased~~revenue ~~transportation~~ and ~~salaries,~~a ~~wages~~gain ~~and~~on ~~employee~~legal ~~benefits~~matters in ~~2024~~2025.

Our effective income tax rates were 1827.18% and 2618.01% in ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~increase in our effective income tax rate for ~~2024~~2025 compared to ~~2023~~2024 was primarily driven by a one-time tax benefit of $41 million associated with the legal entity reorganization in our European Transportation business ~~and~~that aoccurred ~~reduced~~in ~~impact~~the ~~from~~second ~~non-deductible~~quarter ~~executive~~of ~~compensation~~2024, ~~expense~~partially asoffset aby ~~result~~$6 ofmillion ~~higher~~in ~~pre-~~U.S. foreign tax ~~income~~credits recognized in ~~2024~~2025. ~~compared~~For ~~to 2023~~2025, ~~partially~~our ~~offset~~effective tax rate was impacted by ~~the~~$12 ~~impact~~million offrom non-deductible compensation and $12 million from losses for which no tax benefit can be recognized partially offset by $6 million in U.S. foreign tax credits. For 2024, our effective tax rate was impacted by $49 million of discrete tax benefits, the largest of which was a $41 million benefit from the legal entity reorganization in our European Transportation business, offset by $16 million from non-deductible compensation and $9 million from losses for which no tax benefit can be recognized. For 2023, our effective tax rate was impacted by $15 million from non-deductible compensation partially offset by $9 million of discrete tax benefits, the largest of which was a $4 million benefit from changes in reserves for uncertain tax positions.

WeAs ~~expect~~previously disclosed, we expected the legal entity reorganization in our European Transportation business to generate a net cash refund of approximately $45 million. In 2024, towe bemade ~~received~~tax ~~primarily~~payments of $7 million and in 2025 we received a cash refund of $49 million. We expect to receive the remaining $3 million cash refund in 2026.

Segment Financial Results

Our chief operating decision maker (“CODM”) regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. For our North American LTL and European Transportation segments, our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income from continuing operations before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, ~~goodwill~~legal ~~impairment charges, litigation~~ matters, transaction and integration costs, restructuring costs and other adjustments. Segment adjusted EBITDA includes an allocation of corporate costs. See Note 43—Segment Reporting and Geographic Information for further information and a reconciliation of adjusted EBITDA to Income from continuing operations.

North American Less-Than-Truckload Segment

Years Ended December 31,

Percent of Revenue

(Dollars in millions)

~~2024~~2025

~~2023~~2024

~~2024~~2025

~~2023~~2024

Revenue

4,~~899~~832

4,~~671~~899

Adjusted EBITDA (1)

1,~~115~~142

~~864~~1,115

2223.86

1822.58

Depreciation and amortization expense

~~346~~381

~~291~~346

7.19

67.21

(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Year Ended December 31, ~~2024~~2025 Compared with Year Ended December 31, ~~2023~~2024

Revenue in our North American LTL segment ~~increased~~decreased 41.94% to $4.98 billion in ~~2024~~2025, compared with $4.79 billion in ~~2023~~2024. Revenue included fuel surcharge revenue of $~~785~~731 million and $~~857~~785 million, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The decrease in fuel surcharge revenue was primarily driven by lower diesel prices and lower volume.

We evaluate the revenue performance of our LTL business using several commonly used metrics, including ~~volume~~tonnage (weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends. We measure yield using gross revenue per hundredweight, excluding fuel surcharges. Impacts on yield can include weight per shipment and length of haul, among other factors, while impacts on ~~volume~~tonnage can include shipments per day and weight per shipment. The following table summarizes our key revenue metrics:

	Years Ended December 31,
	2024		2023		Change %
Pounds per day (thousands)	69,606		70,196		(0.8)	%
Shipments per day	51,508		51,322		0.4	%
Average weight per shipment (in pounds)	1,351		1,368		(1.2)	%
Gross revenue per hundredweight, excluding fuel surcharges	$	23.94	$	22.21	7.8	%


	Years Ended December 31,
	2025		2024		Change %
Pounds per day (thousands)	65,268		69,606		(6.2)	%

Shipments per day	49,420		51,508		(4.1)	%

Average weight per shipment (in pounds)	1,321		1,351		(2.3)	%





Gross revenue per hundredweight, excluding fuel surcharges	$	25.39	$	23.94	6.0	%

Percentages presented are calculated using the underlying unrounded amounts.

The year-over-year ~~increase~~decrease in revenue for ~~2024~~2025, excluding fuel surcharge revenue, reflects lower tonnage, almost entirely offset by higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives~~, partially offset by slightly lower volume~~. The decrease in ~~volume~~tonnage per day reflects lower ~~average~~shipments ~~weight~~ per ~~shipment~~day ~~partially~~and ~~offset~~lower byaverage ~~higher~~weight ~~shipments~~ per ~~day~~shipment.

InAdjusted ~~the~~EBITDA ~~month~~was of$1.14 ~~January~~billion in 2025, ~~weight~~compared ~~per~~with ~~day~~$1.12 ~~decreased~~billion 8in 2024.~~5%,~~ asAdjusted ~~compared~~EBITDA ~~with~~included ~~January~~gains ~~2024,~~from ~~attributable~~real toestate atransactions of $15 million for the year~~-over-year~~ ~~decrease~~ended ofDecember 31, 62025 and $34 million in 2024.0% Excluding these gains, the increase in ~~shipments~~adjusted ~~per~~EBITDA ~~day~~reflected higher yield, lower purchased transportation, productivity improvements and alower ~~decrease~~maintenance ofcosts, ~~2.7%~~partially inoffset ~~weight~~by ~~per~~lower ~~shipment~~tonnage, lower fuel surcharge revenue, wage inflation, higher vehicular insurance costs and lower pension income.

~~Adjusted~~Depreciation ~~EBITDA~~and ~~was~~amortization expense increased to $~~1,115~~381 million in ~~2024,~~2025 compared with $~~864~~346 million in ~~2023.~~2024 ~~Adjusted~~due ~~EBITDA~~to ~~included~~the ~~gains~~impact ~~from real estate transactions~~ of ~~$34~~capital ~~million~~investments ~~for the year ended December 31, 2024 with no comparable gains~~ in ~~2023. Excluding these gains~~property, ~~the~~tractors ~~increase in adjusted EBITDA reflected higher revenue, excluding fuel surcharge revenue, driven by the pricing~~ and ~~volume dynamics explained above, and lower purchased transportation, damage claims, fuel costs, maintenance costs, and bad debt expense~~trailers. ~~These items were partially offset by lower fuel surcharge revenue and higher salaries, wages and employee benefits and vehicular insurance costs.~~

Depreciation and amortization expense increased to $346 million in 2024 compared with $291 million in 2023 due to the impact of capital investments, in particular tractors and trailers, as well as service centers acquired in the Yellow Asset Acquisition.

European Transportation Segment

Years Ended December 31,

Percent of Revenue

(Dollars in millions)

~~2024~~2025

~~2023~~2024

~~2024~~2025

~~2023~~2024

Revenue

3,~~173~~324

3,~~073~~173

Adjusted EBITDA (1)

~~158~~147

~~163~~158

54.04

5.30

Depreciation and amortization expense

~~140~~136

~~136~~140

4.41

4.4

(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Year Ended December 31, ~~2024~~2025 Compared with Year Ended December 31, ~~2023~~2024

Revenue in our European Transportation segment increased 34.38% to $3.23 billion in ~~2024~~2025, compared with $3.12 billion in ~~2023~~2024. Foreign currency movement increased revenue by approximately 1.3.6 percentage points in ~~2024~~2025. ~~The increase in revenue compared to 2023, after taking into effect the impact of foreign currency movement, primarily reflects higher yield.~~

Adjusted EBITDA was $~~158~~147 million in ~~2024~~2025, compared with $~~163~~158 million in ~~2023~~2024. The decrease in adjusted EBITDA was primarily driven by higher purchased transportation, and salaries, wages and employee benefits, ~~and lease and facility costs. These items were~~ partially offset by ~~the~~higher ~~increase in~~ revenue ~~after taking into effect the impact of foreign currency movement, described above, and lower fuel costs and insurance and claims~~.

Depreciation and amortization expense ~~increased~~decreased to $~~140~~136 million in ~~2024~~2025 compared with $~~136~~140 million in ~~2023 primarily due to the impact of capital investments~~2024.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $~~246~~310 million as of December 31, ~~2024~~2025, compared to $~~412~~246 million as of December 31, ~~2023~~2024. Our principal existing sources of cash are (i) cash generated from operations; (ii) borrowings available under our ~~Second Amended and Restated~~ Revolving ~~Loan~~ Credit ~~Agreement,~~Facility (as ~~amended~~defined ~~(the “ABL Facility”~~below); and (iii) proceeds from the issuance of other debt. As of December 31, ~~2024~~2025, we have $~~511~~600 million available to draw under our ~~ABL~~Revolving Credit Facility, ~~based~~after onconsidering ~~a borrowing base of $512 million and~~ outstanding letters of credit of less than $1 million. ~~Commitments under our ABL Facility are $600 million and the maturity date is April 30, 2026.~~ Additionally, ~~under a credit agreement,~~ we have a $200 million uncommitted secured evergreen letter of credit facility, under which we have issued $~~137~~133 million in aggregate face amount of letters of credit as of December 31, ~~2024~~2025.

As of December 31, 2024, we had approximately $757 million of total liquidity. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months. 35

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended, and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”). See Note 11—Debt to our Consolidated Financial Statements for further information.

As of December 31, 2025, we had approximately $910 million of total liquidity. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months.

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We also sell trade accounts receivable under a securitization program for our European transportation business. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. For more information, see Note 2 —~~Basis of Presentation and~~ Significant Accounting Policies to our Consolidated Financial Statements.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $~~207~~235 million as of December 31, ~~2024~~2025). As of December 31, ~~2024~~2025, the maximum amount available under the program was utilized. Under the securitization program, we service the receivables we sell on behalf of the purchasers. ~~The~~In January 2026, the program ~~expires~~was inamended ~~July~~to ~~2026~~extend the maturity date through March 2029.

Information related to the trade receivables sold was as follows:

Years Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

Securitization programs

Receivables sold in period

1,~~762~~881

1,~~815~~762

Cash consideration

1,~~762~~881

1,~~815~~762

Factoring programs

Receivables sold in period

7970

~~103~~79

Cash consideration

7867

~~103~~78

Term Loan Facility

In ~~2015~~February 2025, we ~~entered~~amended ~~into~~our aSenior Secured Term Loan Credit Agreement. ~~that~~Pursuant to the amendment, the lenders provided ~~for~~the company (a) ~~single~~a ~~borrowing~~term loan B facility in an aggregate principal amount of $~~1.6~~700 ~~billion~~million, ~~which~~maturing ~~was~~on ~~subsequently~~May ~~amended~~24, to2028 ~~increase~~ (the ~~principal~~“Refinancing ~~balance~~Term toLoan $B-2.0 ~~billion~~Facility”), and to(b) ~~extend~~a ~~the~~term ~~maturity~~loan ~~date~~B tofacility in an aggregate principal amount of $400 million, maturing on February ~~2025~~1, 2031 (the “~~Existing~~Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing.

In ~~May~~the ~~2023,~~second wehalf ~~amended~~of ~~the~~2025, ~~Term~~we ~~Loan~~used ~~Credit~~cash ~~Agreement~~on hand to ~~obtain~~repay $~~700~~115 million of ~~new~~outstanding ~~term~~principal ~~loans~~under (the ~~“New~~Refinancing Term Loan ~~Facility”)~~B-2 ~~having substantially similar terms as the Existing Term Loan~~ Facility, ~~except~~which ~~with~~was ~~respect~~scheduled to ~~maturity~~mature ~~date, issue price, interest rate, prepayment premiums~~ in ~~connection with certain voluntary prepayments and certain other provisions. The New Term Loan Facility was issued at 99.5% of the face amount and will mature on May 24,~~ 2028.

InThe ~~the~~Refinancing ~~same~~Term ~~period,~~Loan weFacilities ~~used~~bear ~~net~~interest ~~proceeds~~at ~~from~~a ~~the~~rate ~~New~~per ~~Term~~annum ~~Loan~~equal ~~Facility~~to, at the ~~Senior~~Company’s option, either alternate base rate (“ABR”) or Term Secured ~~Notes~~Overnight ~~due~~Financing ~~2028~~Rate ~~and~~(“SOFR”) plus (i) in the ~~Senior~~case ~~Notes~~of ~~due~~ABR ~~2031~~Loans, as0.75% ~~described below~~or, ~~together~~(ii) ~~with~~in ~~cash~~the oncase ~~hand,~~of toTerm ~~repay~~SOFR $2Loans, 1.75%, which shall be reduced by 0.25% ~~billion~~upon the achievement of ~~outstanding~~a ~~principal~~Consolidated ~~under~~First Lien Net Leverage Ratio (as defined in the ~~Existing~~Amended Term Loan ~~Facility,~~Credit ~~which~~Agreement) ~~was~~of ~~scheduled~~less tothan ~~mature~~or inequal ~~2025,~~to ~~and~~1.21 to ~~pay~~1.00. ~~related~~The ~~fees,~~Refinancing ~~expenses~~Term ~~and~~Loan ~~accrued~~Facilities ~~interest.~~are Wesecured ~~recorded~~by a ~~debt~~lien ~~extinguishment~~on ~~loss~~substantially all of ~~$23~~our ~~million~~assets inand ~~2023~~the ~~due~~assets toof ~~this~~our ~~repayment~~guarantors, with certain exceptions.

In December 2023, we entered into an incremental amendment to the Term Loan Credit Agreement to obtain $400 million of incremental term loans (the “Incremental Term Loans”). The Incremental Term Loans were issued under the Term Loan Credit Agreement, having substantially similar terms as the New Term Loan Facility, except with respect to maturity date, issue price, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The Incremental Term Loans were issued at par and will mature on February 1, 2031.36

~~Both~~The ~~the~~Amended ~~New~~ Term Loan ~~Facility~~Credit ~~and~~Agreement ~~Incremental~~contains ~~Term~~customary ~~Loans~~mandatory ~~bear~~prepayment ~~interest~~requirements, atrepresentations aand ~~rate per annum equal to~~warranties, atevents ~~our~~of ~~option~~default, ~~either~~reporting ~~(a)~~and aother ~~Term~~affirmative ~~SOFR~~covenants ~~rate~~and ~~(subject~~negative tocovenants, aincluding ~~0.00%~~limitations ~~floor)~~on orindebtedness, ~~(b)~~liens, ainvestments, ~~base~~dividends, ~~rate~~repayments ~~(subject~~of tojunior afinancings ~~0.00%~~and ~~floor)~~asset sales, in each case, ~~plus~~subject anto ~~applicable~~a ~~margin~~number of ~~2.00%~~important ~~for~~exceptions ~~Term~~and ~~SOFR loans or 1~~qualifications.~~00% for base rate loans.~~

The weighted average interest rate of our term loans was approximately 65.534% as of December 31, ~~2024~~2025.

Senior Notes

In December 2023, we completed the private placement of $585 million aggregate principal amount of senior notes due 2032 (the “Senior Notes due 2032”), which mature on February 1, 2032 and bear interest at a rate of 7.125% per annum. Interest is payable semi-annually in cash in arrears, and commenced August 1, 2024. These notes were issued at par.

In the same period, we used net proceeds from the Incremental Term Loans and the Senior Notes due 2032, together with cash on hand, to finance the Yellow Asset Acquisition, to repay in full the $112 million aggregate principal amount outstanding of our Senior Notes due 2025, and to pay related fees, expenses and accrued interest. The redemption price for the Senior Notes due 2025 was 101.563% of the principal amount plus accrued and unpaid interest. We recorded a debt extinguishment loss of $2 million due to this redemption.

In May 2023, we completed private placements of $830 million aggregate principal amount of senior secured notes due 2028 (the “Senior Secured Notes due 2028”) and $450 million aggregate principal amount of senior notes due 2031 (the “Senior Notes due 2031”). The Senior Secured Notes due 2028 mature on June 1, 2028 and bear interest at a rate of 6.25% per annum. The Senior Notes due 2031 mature on June 1, 2031 and bear interest at a rate of 7.125% per annum. Interest is payable semi-annually in cash in arrears and commenced December 1, 2023. These notes were issued at par and were used to repay our Existing Term Loan Facility as described above.

In November 2022, we repurchased $408 million of the then $520 million outstanding Senior Notes due 2025 in a cash tender offer. Holders of the Senior Notes due 2025 received total consideration of $1,022.50 per $1,000.00 principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest. We paid for the tender using cash received from RXO in connection with its spin-off. We recorded a debt extinguishment loss of $13 million due to this repurchase in the fourth quarter of 2022.

In April 2022, we redeemed $630 million of the then $1.15 billion outstanding principal amount of the Senior Notes due 2025. The redemption price for the notes was 100% of the principal amount plus a premium, as defined in the indenture, of approximately $21 million and accrued and unpaid interest. We paid for the redemption using available liquidity. We recorded a debt extinguishment loss of $26 million due to this redemption in 2022.

Share Repurchases

In ~~February~~March ~~2019~~2025, our Board of Directors authorized repurchases of up to $~~1.5~~750 million ~~billion~~ of our common stock. ~~Our~~The ~~share~~ repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business ~~conditions,~~and market conditions, alternative investment opportunities and funding considerations. We ~~are~~retire ~~not~~common ~~obligated~~shares that we repurchase upon settlement. The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. ~~and~~We may suspend or discontinue ~~the~~this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019.

~~There~~During ~~were~~2025, nowe repurchased 954 thousand shares of common stock with an aggregate value of $125 million at an average price of $130.96 per share. The share repurchases inwere ~~2024,~~funded ~~2023~~by orcash ~~2022~~on hand. ~~Our~~There ~~remaining~~were no share ~~repurchase~~repurchases ~~authorization~~in as2024 and 2023. As of December 31, ~~2024~~2025, isour remaining share repurchase authorization was $~~503~~ 625 million.

Loan Covenants and Compliance

As of December 31, ~~2024~~2025, we were in compliance with the covenants and other provisions of our debt agreements. Any failure to comply with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

Sources and Uses of Cash

Our cash flows from operating, investing and financing activities from continuing operations, as reflected on our Consolidated Statements of Cash Flows, are summarized as follows:

Years Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

Net cash provided by operating activities from continuing operations

$986

~~808~~

$808

~~694~~

Net cash used in investing activities from continuing operations

(~~702~~616)

(~~1,502~~702)

Net cash provided by (used in) financing activities from continuing operations

(~~226~~339)

~~761~~(226)

During ~~2024~~2025, we: (i) generated cash from operating activities from continuing operations of $~~808~~ 986 million and (ii) generated proceeds from sales of property and equipment of $7541 million. We used cash during this period primarily to: (i) purchase property and equipment of $~~789~~657 million; (ii) ~~make~~repurchase ~~payments~~common stock of $~~129~~ 125 million; ~~related~~(iii) torepay ~~tax~~$115 ~~withholding~~million ~~obligations~~of inoutstanding ~~connection~~principal ~~with~~under the ~~vesting~~Refinancing ofTerm ~~restricted~~Loan ~~shares~~B-2 ~~and~~Facility; (~~iii~~iv) make payments on debt and finance leases of $8273 million; and (v) make net payments of $50 million related to tax withholding obligations in connection with the vesting of restricted shares.

38During 2024, we: (i) generated cash from operating activities from continuing operations of $808 million and (ii) generated proceeds from sales of property and equipment of $75 million. We used cash during this period primarily to: (i) purchase property and equipment of $789 million; (ii) make payments of $129 million related to tax withholding obligations in connection with the vesting of restricted shares; and (iii) make payments on debt and finance leases of $82 million.

~~During~~Cash ~~2023,~~flows ~~we: (i) generated cash~~ from operating activities from continuing operations offor 2025 increased by $~~694~~ 178 million ~~and~~compared ~~(ii)~~with ~~received~~2024. ~~net~~The ~~proceeds~~increase ofin ~~$3.0~~2025 ~~billion~~compared ~~from~~with 2024 reflects: (i) the ~~issuance~~impact of ~~debt.~~operating Weassets ~~used~~and ~~cash~~liabilities ~~during~~utilizing ~~this~~$45 ~~period~~million ~~primarily~~of ~~to:~~cash ~~(i)~~in ~~purchase~~2025, ~~property~~compared ~~and~~with ~~equipment~~utilizing of $~~1.5~~194 ~~billion~~million in 2024; (ii) ~~repay~~higher ~~our~~deferred ~~Existing~~tax ~~Term~~expense ~~Loan~~of ~~Facility~~$42 ~~for~~million, ~~$2.0~~that ~~billion~~is ~~and~~added ~~(iii)~~back ~~redeem~~in ~~our~~the ~~Senior~~determination ~~Notes~~of ~~due~~operating ~~2025~~cash ~~for~~flows; ~~$114~~(iii) ~~million.~~higher non-cash depreciation and

Cash flows from operating activities from continuing operations for 2024 increased by $114 million compared with 2023. The increase in 2024 compared with 2023 reflects: (i) higher income from continuing operations of $195 million and (ii) higher non-cash depreciation and amortization of $58 million, that is added back in the determination of operating cash flows. These items were partially offset by: (i) the impact of operating assets and liabilities utilizing $194 million of cash in 2024, compared with utilizing $99 million in 2023 and (ii) higher gains on sales of property and equipment of $35 million in 2024 compared with 2023, that is subtracted in the determination of operating cash flows.37

Asamortization of ~~December~~ $31, ~~2024, we had $893~~ million ~~of operating lease and related interest payment obligations~~, ofthat ~~which $160 million~~ is ~~due~~added ~~within~~back in the ~~next~~determination ~~twelve~~of ~~months. Additionally, we had~~ operating ~~leases~~cash ~~that~~flows; ~~have~~and ~~not~~(iv) ~~yet~~lower ~~commenced~~gains ~~with~~on ~~future~~sales ~~undiscounted~~of ~~lease~~property ~~payments~~and equipment of $4523 million., ~~These~~that ~~operating~~is ~~leases~~subtracted ~~will commence~~ in ~~2025~~the ~~with~~determination ~~initial lease terms~~ of ~~3 years to 12 years. For further information on our~~ operating ~~leases~~cash ~~and their maturities, see Note 8—Leases to our Consolidated Financial Statements~~flows. AsThese ofitems ~~December~~were ~~31,~~partially ~~2024,~~offset weby ~~have~~lower ~~approximately~~net ~~$79~~income ~~million~~ of ~~purchase commitments, of which approximately~~ $4071 million ~~is due within the next twelve months~~.

~~Investing~~As ~~activities from continuing operations used $702 million~~ of ~~cash in 2024 compared with $1~~December 31,~~502~~ ~~million used in 2023. During 2024~~2025, we ~~used~~had $~~789~~941 million of ~~cash~~operating tolease ~~purchase property~~ and ~~equipment~~related ~~and~~interest ~~received~~payment ~~$75~~obligations, ~~million from sales~~ of ~~property~~which ~~and equipment, including~~ $47204 million ~~related~~is todue within the ~~sale~~next oftwelve amonths. ~~service~~Additionally, ~~center~~we inhad ~~our~~operating ~~North~~leases ~~American~~that ~~LTL~~have ~~segment~~not inyet ~~December~~commenced ~~2024~~with ~~from~~future aundiscounted ~~planned~~lease ~~service~~payments ~~center~~of ~~relocation~~$75 million. InThese ~~January~~operating ~~2025,~~leases ~~the~~will ~~proceeds~~commence ~~from~~in ~~this~~2026 ~~sale~~with ~~were~~initial ~~used~~lease toterms ~~purchase~~of ~~four~~4 ~~new~~years ~~service~~to ~~centers~~15 ~~that were previously leased~~years. ~~During~~For ~~2023,~~further weinformation ~~used~~on ~~$1,533~~our ~~million~~operating ofleases ~~cash~~and totheir ~~purchase~~maturities, ~~property~~see ~~and~~Note ~~equipment,~~7—Leases ~~including~~to ~~$878~~our ~~million~~Consolidated ~~related~~Financial toStatements. ~~the~~As ~~Yellow~~of ~~Asset~~December 31, ~~Acquisition~~2025, ~~and~~we ~~received~~have approximately $2975 million of ~~cash~~purchase ~~from~~commitments, ~~sales~~ of ~~property~~which ~~and~~approximately ~~equipment. We anticipate gross capital expenditures to be between~~ $~~600~~40 million ~~and~~is ~~$700~~due ~~million~~within ~~in 2025, including~~ the ~~four~~next ~~new~~twelve ~~service centers referenced above, funded by cash on hand and available liquidity~~months.

~~Financing~~Investing activities from continuing operations used $~~226~~616 million of cash in ~~2024~~2025 compared with $~~761~~702 million ofused ~~cash generated~~ in ~~2023~~2024. ~~The~~During ~~primary~~2025, ~~uses~~we used $657 million of cash ~~from~~to ~~financing~~purchase ~~activities~~property ~~during~~and ~~2024~~equipment ~~was~~and received $~~129~~ 41 million tofrom ~~make~~sales ~~payments~~of ~~for~~property ~~tax~~and ~~withholdings~~equipment. onDuring ~~restricted shares~~2024, ~~primarily~~we ~~driven~~used by$789 amillion ~~payment~~ of ~~approximately~~cash ~~$85~~to ~~million~~purchase ~~for~~property ~~tax~~and ~~withholdings~~equipment onand ~~XPO~~received ~~restricted~~$75 ~~stock~~million ~~units~~of ~~that~~cash ~~vested~~from ~~during~~sales ~~December,~~of property and equipment, including $82 47 million ~~used~~related to ~~repay~~the ~~borrowings,~~sale ~~primarily~~of ~~related~~a toservice ~~finance~~center ~~lease~~in ~~obligations.~~our ~~The~~North ~~primary~~American ~~source~~LTL ofsegment ~~cash~~in ~~from~~December ~~financing~~2024 ~~activities~~from ~~during~~a ~~2023~~planned ~~was~~service $3center relocation.0 ~~billion~~In ofJanuary ~~net~~2025, the proceeds from ~~the~~this ~~issuance~~sale ofwere ~~debt.~~used ~~The~~to ~~primary~~purchase ~~uses~~four ofnew ~~cash~~service ~~from~~centers ~~financing~~that ~~activities during 2023~~ were $2previously leased.1 ~~billion~~We ~~used~~anticipate togross ~~repay~~capital ~~our~~expenditures ~~Existing~~to ~~Term~~be ~~Loan~~between ~~Facility~~$500 million and ~~redeem~~$600 ~~the~~million ~~Senior~~in ~~Notes~~2026, ~~due~~funded ~~2025~~by ~~and~~cash ~~$71~~on ~~million~~hand ~~used~~and toavailable ~~repay other borrowings~~liquidity.

AsFinancing ofactivities ~~December~~from ~~31,~~continuing ~~2024,~~operations weused ~~had~~ $~~3.3~~339 ~~billion~~million ~~total outstanding principal amount~~ of ~~debt,~~cash ~~excluding~~in ~~finance~~2025 ~~leases.~~compared Wewith ~~have~~$226 nomillion ~~significant~~of ~~debt~~cash ~~maturities~~used ~~until~~in ~~2028~~2024. ~~Interest~~The onprimary ~~our~~uses ~~ABL~~of ~~and~~cash ~~Term~~from ~~Loan~~financing ~~facilities~~activities isduring ~~variable,~~2025 ~~while~~were ~~interest~~$125 onmillion ~~our~~to ~~senior~~repurchase ~~notes~~common isstock, at$115 ~~fixed~~million ~~rates.~~to ~~Future~~repay ~~interest~~outstanding ~~payments~~principal ~~associated~~under ~~with~~the ~~our~~Refinancing ~~debt~~Term ~~total~~Loan ~~$1.~~B-2 ~~billion~~Facility, atwhich ~~December~~was ~~31,~~scheduled ~~2024,~~to ~~with~~mature in 2028, $~~219~~73 million ~~payable~~to ~~within~~repay ~~12 months~~borrowings, ~~and~~primarily ~~are~~related ~~estimated~~to ~~based~~finance onlease ~~the~~obligations, ~~principal~~and ~~amount~~$50 ofmillion ~~debt~~to ~~and~~make ~~applicable~~net ~~interest~~payments ~~rates~~for astax ofwithholdings ~~December~~on ~~31,~~restricted ~~2024. Additionally~~shares, asprimarily ofduring ~~December~~the ~~31,~~first ~~2024,~~quarter weof ~~have~~2025. ~~$256~~The ~~million~~primary uses of ~~finance~~cash ~~lease~~from ~~and~~financing ~~related~~activities ~~interest~~during ~~payment~~2024 ~~obligations,~~was of$129 million ~~which~~to ~~$59~~make ~~million~~payments isfor ~~due~~tax ~~within~~withholdings ~~the~~on ~~next~~restricted ~~twelve~~shares, ~~months.~~primarily ~~For~~driven ~~further~~by ~~information~~a onpayment ~~our~~of ~~debt~~approximately ~~facilities~~$85 ~~and~~million ~~maturities,~~for ~~see~~tax ~~Note~~withholdings ~~12—Debt~~on toXPO ~~our~~restricted ~~Consolidated~~stock ~~Financial~~units ~~Statements.~~that ~~For~~vested ~~further~~during ~~information~~December, onand ~~our~~$82 million ~~finance~~used ~~lease~~to ~~maturities~~repay borrowings, ~~see~~primarily ~~Note~~related ~~8—Leases~~ to ~~our~~finance ~~Consolidated~~lease ~~Financial Statements~~obligations.

As of December 31, 2025, we had $3.2 billion total outstanding principal amount of debt, excluding finance leases. We have no significant debt maturities until 2028. Interest on our Revolving Credit Facility and the Refinancing Term Loan Facilities is variable, while interest on our senior notes is at fixed rates. Future interest payments associated with our debt total $947 million at December 31, 2025, with $202 million payable within 12 months, and are estimated based on the principal amount of debt and applicable interest rates as of December 31, 2025. Additionally, as of December 31, 2025, we have $294 million of finance lease and related interest payment obligations, of which $62 million is due within the next twelve months. For further information on our debt facilities and maturities, see Note 11—Debt to our Consolidated Financial Statements. For further information on our finance lease maturities, see Note 7—Leases to our Consolidated Financial Statements.

Defined Benefit Pension Plans

We sponsor both funded and unfunded defined benefit plans for some employees in the U.S. Historically, we have realized income, rather than expense, from these plans. We generated aggregate income from our plans of $256 million in ~~2024~~2025, $1825 million in ~~2023~~2024 and $6018 million in ~~2022~~2023. The plans have been generating income due to their funded status and because they do not allow for new plan participants or additional benefit accruals.

Defined benefit pension plan amounts are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligations and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Differences in actual experience or changes in assumptions could materially impact our obligation and future expense or income.

Discount Rate

In determining the appropriate discount rate, we are assisted by actuaries who utilize a yield-curve model based on a universe of high-grade corporate bonds (rated AA or better by Moody’s, S&P or Fitch rating services). The model determines a single equivalent discount rate by applying the yield curve to expected future benefit payments.

The discount rates used in determining the net periodic benefit costs and benefit obligations are as follows:

	Qualified Plans				Non-Qualified Plans
	2024		2023		2024	2023
	2025		2024		2025	2024
Discount rate - net periodic benefit costs	5.0833	%	5.3608	%	54.0299% - 5.0525%	5.2602% - 5.3305%
Discount rate - benefit obligations	5.6340	%	5.1563	%	54.2160% - 5.5520%	45.9821% - 5.1255%

An increase or decrease of 25 basis points in the discount rate would increase or decrease our ~~2024~~2025 pre-tax pension income by less than $1 million.

We use a full yield curve approach to estimate the interest cost component of net periodic benefit cost by applying specific spot rates along the yield curve used to determine the benefit obligation to each of the underlying projected cash flows based on time until payment.

Rate of Return on Plan Assets

We estimate the expected return on plan assets using current market data as well as historical returns. The expected return on plan assets is based on estimates of long-term returns and considers the plans’ anticipated asset allocation over the course of the next year. The plan assets are managed using a long-term liability-driven investment strategy that seeks to mitigate the funded status volatility by increasing participation in fixed-income investments generally as funded status increases. This strategy was developed by analyzing a variety of diversified asset-class combinations in conjunction with the projected liabilities of the plans.

For the year ended December 31, ~~2024~~2025, our expected return on plan assets was $9877 million, compared to the actual return on plan assets of $17130 million. The actual annualized return on plan assets for ~~2024~~2025 was approximately 110%, which was ~~below~~above the expected return on asset assumption for the year due to ~~negative~~strong ~~performance~~equity inand ~~the long duration~~ fixed income market ~~environment, which represented 90% of the portfolio~~returns. An increase or decrease of 25 basis points in the expected return on plan assets would increase or decrease our ~~2024~~2025 pre-tax pension income by approximately $43 million.

Actuarial Gains and Losses

Changes in the discount rate and/or differences between the expected and actual rate of return on plan assets results in unrecognized actuarial gains or losses. For our defined benefit pension plans, accumulated unrecognized actuarial losses were $~~195~~167 million as of December 31, ~~2024~~2025. The portion of the unrecognized actuarial gain/loss that exceeds 10% of the greater of the projected benefit obligation or the fair value of plan assets at the beginning of the year is amortized and recognized as income/expense over the estimated average remaining life expectancy of plan participants.

Effect on Results

The effects of the defined benefit pension plans on our results consist primarily of the net effect of the interest cost on plan obligations and the expected return on plan assets. We estimate that the defined benefit pension plans will contribute annual pre-tax income in ~~2025~~2026 of approximately $614 million.

Funding

In determining the amount and timing of pension contributions, we consider our cash position, the funded status as measured by the Pension Protection Act of 2006 and generally accepted accounting principles, and the tax deductibility of contributions, among other factors. We made benefit payments of $5 million in both ~~2024~~2025 and ~~2023~~2024 under the non-qualified plans and we estimate that we will make benefit payments of $5 million in ~~2025~~2026.

~~For additional information, see Note 13—Employee Benefit Plans to our Consolidated Financial Statements.~~39

For additional information, see Note 12—Employee Benefit Plans to our Consolidated Financial Statements.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles. A summary of our significant accounting policies is contained in Note 2—~~Basis of Presentation and~~ Significant Accounting Policies to our Consolidated Financial Statements. The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply judgments regarding matters that are inherently uncertain and may change based on changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified below our accounting policies that we believe could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. Although actual results may differ from estimated results, we believe the estimates are reasonable and appropriate.

Evaluation of Goodwill

We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually as of August 31, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. Application of the goodwill impairment test requires judgment, including the identification of reporting units, the assignment of assets and liabilities to reporting units, the assignment of goodwill to reporting units, and a determination of the fair value of each reporting unit.

Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors.

For our 2025 annual goodwill assessment, we performed a step-zero qualitative analysis for four of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other reporting unit, we performed a quantitative analysis using a combination of income and market approaches. The fair value of the reporting unit exceeded its carrying value, resulting in no impairment of goodwill.

For our 2024 annual goodwill assessment, we performed a step-zero qualitative analysis for two of our reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our other three reporting units, we performed a quantitative analysis using a combination of income and market approaches. All reporting units had fair values in excess of their carrying values, resulting in no impairment of goodwill.

For our 2023 annual goodwill assessment, we performed a step-zero qualitative analysis for our five reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment.

41The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The discount rates reflect management’s judgment and are based on a risk adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting units. Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of

Similarly, for our 2022 annual goodwill assessment performed as of August 31, we performed a step-zero qualitative analysis for each of the three reporting units that existed at that time and reached the same conclusion. However, in the fourth quarter of 2022 and in connection with the RXO spin-off, we performed additional impairment tests because the number of our reporting units increased from three to five to reflect our new internal organization. Specifically, while our European Transportation business was previously considered a single reporting unit, after the spin-off of RXO, it was determined that the European Transportation business was comprised of four reporting units. As a result, in the fourth quarter of 2022, we tested each of the four new reporting units for potential impairment. A quantitative test was performed for each of these four new reporting units using a combination of income and market approaches and we recorded an aggregate impairment charge of $64 million in the fourth quarter of 2022 related to two of these new reporting units. 40

The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The discount rates reflect management’s judgment and are based on a risk adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting units. Inherent in our ~~preparation of cash flow projections are assumptions and estimates derived from a review of our~~ operating results, business plans, expected growth rates, cost of capital and tax rates. Our forecasts also reflect expectations concerning future economic conditions, interest rates and other market data. The market approach of determining fair value is generally based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry. We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value.

Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment.

Self-Insurance Accruals

We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance, ~~and~~ premium expense, and insurance availability. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. We believe the actuarial methods are appropriate for measuring these self-insurance accruals. However, because of the number of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above along with other external factors. Accordingly, changes in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.

Income Taxes

Our annual effective tax rate is based on our income and statutory tax rates in the various jurisdictions in which we operate. Judgment and estimates are required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-offs of RXO and GXO. We review our tax positions quarterly and as new information becomes available. Our effective tax rate in any financial statement period may be materially impacted by changes in the mix and/or level of earnings by taxing jurisdiction.

Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating losses and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing all available evidence, including the reversal of deferred tax liabilities, carrybacks available, and historical and projected pre-tax profits generated by our operations. Valuation allowances are established when, in management’s judgment, it is more likely than not that our deferred tax assets will not be realized. In assessing the need for a valuation allowance, management weighs the available positive and negative evidence, including limitations on the use of tax losses and other carryforwards due to changes in ownership, historic information, and projections of future sources of taxable income that include and exclude future reversals of taxable temporary differences.

realized. In assessing the need for a valuation allowance, management weighs the available positive and negative evidence, including limitations on the use of tax losses and other carryforwards due to changes in ownership, historic information, and projections of future sources of taxable income that include and exclude future reversals of taxable temporary differences.

New Accounting Standards

Information related to new accounting standards is included in Note 2—~~Basis of Presentation and~~ Significant Accounting Policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk disclosures involve forward-looking statements. Actual results could differ materially from those projected in such forward-looking statements. We are exposed to market risk related to changes in interest rates, foreign currency exchange rates and commodity price risk.

Interest Rate Risk

We have exposure to changes in interest rates on our debt, as follows:

Term Loan Facility. As of December 31, ~~2024~~2025, we had an aggregate principal amount outstanding of $~~1.1~~985 ~~billion~~million on our Term Loan Facility. The interest rate fluctuates based on the Secured Overnight Financing Rate (“SOFR”) or a Base Rate, as defined in the agreement, plus an applicable margin. Assuming an average annual aggregate principal amount outstanding of $~~1.1~~985 ~~billion~~million, a hypothetical 1% increase in the interest rate would have increased our annual interest expense by $1110 million. Additionally, we utilize short-term interest rate swaps to mitigate variability in forecasted interest payments on our Term Loan Facility. The interest rate swaps convert floating-rate interest payments into fixed rate interest payments.

~~ABL~~Revolving Credit Facility. The interest rates on our ~~ABL~~Revolving Credit Facility fluctuate based on SOFR, the Canadian Overnight Repo Rate (“CORRA”) or a Base Rate, as defined in the agreement, plus an applicable margin. Assuming our ~~ABL~~Revolving Credit Facility was fully drawn throughout ~~2024~~2025, a hypothetical 1% increase in the interest rate would have increased our annual interest expense by $6 million.

Fixed Rate Debt. As of December 31, ~~2024~~2025, we had $2.23 billion of fair value of indebtedness (excluding finance leases and asset financings) that bears interest at fixed rates. A 1% decrease in market interest rates as of December 31, ~~2024~~2025 would increase the fair value of our fixed-rate indebtedness by approximately 32%. For additional information concerning our debt, see Note 1211—Debt to our Consolidated Financial Statements.

We also have exposure to changes in interest rates as a result of our cash balances, which totaled $~~246~~310 million as of December 31, ~~2024~~2025 and generally earn interest income that approximates the federal funds rate. Assuming an annual average cash balance of $~~246~~310 million, a hypothetical 1% increase in the interest rate would reduce our net interest expense by $23 million.

Foreign Currency Exchange Risk

A proportion of our net assets and income are in non-U.S. dollar (“USD”) currencies, primarily the euro (“EUR”) and British pound sterling (“GBP”). We are exposed to currency risk from potential changes in functional currency values of our foreign currency denominated assets, liabilities and cash flows. Consequently, a depreciation of the EUR or the GBP relative to the USD could have an adverse impact on our financial results.

As of December 31, ~~2024~~2025, a uniform 10% strengthening in the value of the USD relative to the EUR would have resulted in an increase in net assets of $712 million, including the impacts from cross currency swaps. As of December 31, ~~2024~~2025, a uniform 10% strengthening in the value of the USD relative to the GBP would have resulted in a decrease in net assets of $3336 million. These theoretical calculations assume that an instantaneous, parallel shift in exchange rates occurs, which is not consistent with our actual experience in foreign currency transactions. Fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the impact of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

Commodity Price Risk

We are exposed to price fluctuations for diesel fuel purchased for use in our vehicles. During the year ended December 31, ~~2024~~2025, diesel prices fluctuated by as much as 14% in France, 1332% in the United Kingdom, and 11% in the United States. We include fuel surcharge programs or other cost-recovery mechanisms in many of our customer contracts to mitigate the effect of any fuel price increases over base amounts established in the contract. For our North American LTL business, pricing agreements with customers include a fuel surcharge that is typically indexed to fuel prices published weekly by the U.S. Department of Energy. The extent to which we are able to recover increases in fuel costs may also be impacted by the amount of empty or out-of-route truck miles or engine idling time. See the applicable discussion under Item 1A, “Risk Factors.”

4442

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

			Page No.
Report of Independent Registered Public Accounting Firm			4644
Consolidated Balance Sheets as of December 31, 2024 and 2023			49
Consolidated Balance Sheets as of December 31, 2025 and 2024			47
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022			50
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023			48
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022			51
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023			49
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			52
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			50
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022			54
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023			52
Notes to Consolidated Financial Statements			5654

4543

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

XPO, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of XPO, Inc. and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

4644

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Liabilities for self-insured claims

As discussed in Note 2 to the consolidated financial statements, the Company uses a combination of self-insurance programs and purchased insurance to provide for the costs of vehicular, and workers’ compensation claims (self-insured claims). The Company records estimates of the undiscounted liability associated with claims incurred as of the balance sheet date, including estimates of claims incurred but not reported, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. These liabilities are recorded within accrued liabilities and other long-term liabilities as of December 31, ~~2024~~2025.

We identified the assessment of the estimated liabilities for self-insured claims as a critical audit matter. The evaluation of the uncertainty in the amounts that will ultimately be paid to settle these claims required subjective auditor judgment. Assumptions that may affect the estimated liability of claims include the consideration of historical cost experience, severity factors, and judgments about current and expected levels of cost per claims that have uncertainty related to future occurrences or events and conditions. Additionally, the Company’s liabilities for self-insured claims included estimates for expenses of claims that have been incurred but have not been reported, and specialized skills were needed to evaluate the actuarial methods and assumptions used to make these estimates.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance process. This included controls over the assumptions used in estimating the liabilities for self-insured claims. In addition, for a sample of claims, we compared the Company’s estimates of liabilities for individual self-insured claims to current available information, which included legal claims, incident and case reports, current and historical cost experience, or other evidence. We involved an actuarial professional with specialized skills and knowledge, who assisted in:

•comparing the Company’s actuarial reserving methodologies with accepted actuarial methods and procedures

•evaluating assumptions used in determining the liability, including expected level of cost per claim, in relation to recent historical loss payment trends and demographic and severity factors

•developing an independent expected range of liabilities, including liabilities for claims that have been incurred but have not been recorded, based on actuarial methodologies

•comparing the Company’s recorded liability to the independently developed liability range.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

New York, New York

February 75, ~~2025~~2026

4846

XPO, Inc.

Consolidated Balance Sheets

December 31,

(In millions, except per share data)

~~2024~~2025

~~2023~~2024

ASSETS

Current assets

Cash and cash equivalents

~~246~~310

~~412~~246

Accounts receivable, net of allowances of $50 and $45, respectively

977

973

Accounts receivable, net of allowances of $40 and $50, respectively

1,035

977

Other current assets

~~283~~285

~~208~~283

Total current assets

1,~~505~~630

1,~~593~~505

Long-term assets

Property and equipment, net of $2,019 and $1,853 in accumulated depreciation, respectively

3,402

3,075

Property and equipment, net of $2,360 and $2,019 in accumulated depreciation, respectively

3,664

3,402

Operating lease assets

~~727~~777

~~708~~727

Goodwill

1,~~461~~547

1,~~498~~461

Identifiable intangible assets, net of $499 and $452 in accumulated amortization, respectively

361

422

Identifiable intangible assets, net of $580 and $499 in accumulated amortization, respectively

311

361

Other long-term assets

~~254~~265

~~196~~254

Total long-term assets

6,~~206~~564

56,~~899~~206

Total assets

78,~~712~~194

7,~~492~~712

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

~~477~~455

~~532~~477

Accrued expenses

~~708~~760

~~775~~708

Short-term borrowings and current maturities of long-term debt

6260

6962

Short-term operating lease liabilities

~~127~~166

~~121~~127

Other current liabilities

46113

9346

Total current liabilities

1,~~420~~555

1,~~590~~420

Long-term liabilities

Long-term debt

3,~~325~~253

3,~~335~~325

Deferred tax liability

~~393~~482

~~337~~393

Employee benefit obligations

8586

9185

Long-term operating lease liabilities

~~603~~611

~~588~~603

Other long-term liabilities

~~283~~345

~~285~~283

Total long-term liabilities

4,~~690~~778

4,~~636~~690

Stockholders’ equity

Common stock, $0.001 par value; 300 shares authorized; 117 and 116 shares issued and outstanding as of December 31, 2024 and 2023, respectively

—

Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of December 31, 2025 and 2024, respectively

—

Additional paid-in capital

1,~~274~~160

1,~~298~~274

Retained earnings

~~572~~888

~~185~~572

Accumulated other comprehensive loss

(~~246~~187)

(~~217~~246)

Total equity

1,~~601~~861

1,~~266~~601

Total liabilities and equity

78,~~712~~194

7,~~492~~712

Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

4947

XPO, Inc.

Consolidated Statements of Income

	Years Ended December 31,
(In millions, except per share data)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue	$	8,~~072~~157	$	78,~~744~~072	$	7,~~718~~744
Salaries, wages and employee benefits	3,~~377~~424		3,~~159~~377		23,~~945~~159
Purchased transportation	1,~~701~~662		1,~~760~~701		1,~~964~~760
Fuel, operating expenses and supplies	1,~~589~~571		1,~~623~~589		1,~~687~~623
Operating taxes and licenses	8083		6080		5860
Insurance and claims	~~134~~167		~~167~~134		~~183~~167
Gains on sales of property and equipment	(4017)		(540)		(605)
Depreciation and amortization expense	~~490~~521		~~432~~490		~~392~~432
Goodwill impairment	—		—		64
Pre-Con-way acquisition environmental matter	35		—		—
Litigation matter	—		8		—
Legal matters	(13)		—		8
Transaction and integration costs	538		5853		58
Restructuring costs	2759		4427		5044
Operating income	~~660~~656		~~438~~660		~~377~~438
Other income	(376)		(1537)		(5515)
Debt extinguishment loss	—6		25—		3925
Interest expense	~~223~~219		~~168~~223		~~135~~168
Income from continuing operations before income tax provision	~~473~~437		~~260~~473		~~258~~260
Income tax provision	86121		6886		7468
Income from continuing operations	~~387~~316		~~192~~387		~~184~~192
Income (loss) from discontinued operations, net of taxes	—		(3)		482
Loss from discontinued operations, net of taxes	—		—		(3)
Net income	$	~~387~~316	$	~~189~~387	$	~~666~~189
Net income (loss)
Continuing operations	$	~~387~~316	$	~~192~~387	$	~~184~~192
Discontinued operations	—		~~(3)~~—		~~482~~(3)
Net income	$	~~387~~316	$	~~189~~387	$	~~666~~189
Earnings (loss) per share data
Basic earnings per share from continuing operations	$	32.3369	$	13.6633	$	1.6066
Basic earnings (loss) per share from discontinued operations	—		(0.02)		4.19
Basic loss per share from discontinued operations	—		—		(0.02)
Basic earnings per share	$	32.3369	$	13.6433	$	51.7964
Diluted earnings per share from continuing operations	$	32.2364	$	13.6223	$	1.5962
Diluted earnings (loss) per share from discontinued operations	—		(0.02)		4.17
Diluted loss per share from discontinued operations	—		—		(0.02)
Diluted earnings per share	$	32.2364	$	13.6023	$	51.7660
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding	~~116~~118		116		~~115~~116
Diluted weighted-average common shares outstanding	~~120~~119		~~118~~120		~~116~~118

Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

5048

XPO, Inc.

Consolidated Statements of Comprehensive Income

	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income	$	~~387~~316	$	~~189~~387	$	~~666~~189
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $(9), $12 and $(15)	$	(16)	$	28	$	(69)
Foreign currency translation gain (loss), net of tax effect of $19, $(9) and $12	$	39	$	(16)	$	28
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $—, $1 and $(1)	2		—		(2)
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $0, $0 and $1	(1)		2		—
Defined benefit plans adjustment, net of tax effect of $5, $9 and $21	(15)		(23)		(69)
Defined benefit plans adjustment, net of tax effect of $(6), $5 and $9	21		(15)		(23)
Other comprehensive income (loss)	~~(29)~~59		5(29)		~~(140)~~5
Comprehensive income	$	~~359~~375	$	~~194~~359	$	~~526~~194

Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

5149

XPO, Inc.
Consolidated Statements of Cash Flows
	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash flows from operating activities of continuing operations
Net income	$	~~387~~316	$	~~189~~387	$	~~666~~189
Income (loss) from discontinued operations, net of taxes	—		(3)		482
Loss from discontinued operations, net of taxes	—		—		(3)
Income from continuing operations	~~387~~316		~~192~~387		~~184~~192
Adjustments to reconcile income from continuing operations to net cash from operating activities
Depreciation and amortization	~~490~~521		~~432~~490		~~392~~432
Goodwill impairment	—		—		64
Stock compensation expense	77		87		78
Stock compensation expense	87		78		77
Accretion of debt	10		11		11
Accretion of debt	11		11		16
Deferred tax expense	99		57		31
Deferred tax expense	57		31		80
Gains on sales of property and equipment	(17)		(40)		(5)
Gains on sales of property and equipment	(40)		(5)		(60)
Other	24		11		54
Other	11		54		70
Changes in assets and liabilities
Accounts receivable	(47)		(4647)		(~~100~~46)
Other assets	(~~106~~38)		(9106)		(39)
Accounts payable	(822)		(488)		62(48)
Accrued expenses and other liabilities	~~(33)~~62		4(33)		424
Net cash provided by operating activities from continuing operations	~~808~~986		~~694~~808		~~824~~694
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment	(~~789~~657)		(~~1,533~~789)		(~~521~~1,533)
Proceeds from sale of property and equipment	7541		2975		8829
Proceeds from settlement of cross currency swaps	—		2—		292
Proceeds from sale of investment	12—		—12		—
Net cash used in investing activities from continuing operations	(~~702~~616)		(~~1,502~~702)		(~~404~~1,502)
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt	—		~~2,962~~—		—2,962
Repurchase of debt	—(115)		~~(2,117)~~—		(12,~~068~~117)
Proceeds from borrowings on ABL facility	—		—		275
Repayment of debt and finance leases	(73)		(82)		(71)
Repayment of borrowings on ABL facility	—		—		(275)
Payment of debt issuance costs	(3)		(4)		(27)
Repayment of debt and finance leases	(82)		(71)		(61)
Repurchase of common stock	(125)		—		—
Payment of debt issuance costs	(4)		(27)		—
Change in bank overdrafts	23		(9)		34
Change in bank overdrafts	(9)		34		(20)
Payment for tax withholdings for restricted shares	(50)		(129)		(19)
Payment for tax withholdings for restricted shares	(129)		(19)		(27)
Other	4		(1)		(1)
Distribution from RXO spin, net	—		—		312
Net cash provided by (used in) financing activities from continuing operations	(339)		(226)		761
Other	(1)		(1)		3
Net cash provided by (used in) financing activities from continuing operations	(226)		761		(861)

5250

XPO, Inc.

Consolidated Statements of Cash Flows (continued)

Years Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Cash flows from discontinued operations

Operating activities of discontinued operations

—

~~(12)~~—

8(12)

Investing activities of discontinued operations

—

3—

~~649~~3

Financing activities of discontinued operations

—

~~(1)~~—

Net cash provided by (used in) discontinued operations

—

(9)

656

Net cash used in discontinued operations

—

(9)

Effect of exchange rates on cash, cash equivalents and restricted cash

—(1)

5—

~~(18)~~5

Net increase (decrease) in cash, cash equivalents and restricted cash

~~(120)~~31

(51120)

~~197~~(51)

Cash, cash equivalents and restricted cash, beginning of year

~~419~~298

~~470~~419

~~273~~470

Cash, cash equivalents and restricted cash, end of year

~~298~~330

~~419~~298

~~470~~419

Supplemental disclosure of cash flow information from continuing operations:

Cash paid for interest

~~223~~229

~~185~~223

~~145~~185

Cash paid for income taxes

Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

5351

XPO, Inc.

Consolidated Statements of Changes in Equity

For the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

	Common Stock
(Shares in thousands, dollars in millions)		Shares	Amount		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2021		114,737	$	—	$	1,179	$	43	$	(84)	$	1,138
Net income		—	—		—		666		—		666
Other comprehensive loss		—	—		—		—		(140)		(140)
Spin-off of RXO		—	—		—		(713)		2		(711)
Exercise and vesting of stock compensation awards		698	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(23)		—		—		(23)
Stock compensation expense		—	—		77		—		—		77
Other		—	—		5		—		—		5
Balance as of December 31, 2022		115,435	$	—	$	1,238	$	(4)	$	(222)	$	1,012
Net income		—	—		—		189		—		189
Other comprehensive income		—	—		—		—		5		5
Exercise and vesting of stock compensation awards		638	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(20)		—		—		(20)
Stock compensation expense		—	—		78		—		—		78
Other		—	—		2		—		—		2
Balance as of December 31, 2023		116,073	$	—	$	1,298	$	185	$	(217)	$	1,266
Net income		—	—		—		387		—		387
Other comprehensive loss		—	—		—		—		(29)		(29)
Exercise and vesting of stock compensation awards		1,101	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(110)		—		—		(110)
Stock compensation expense		—	—		87		—		—		87
Balance as of December 31, 2024		117,174	$	—	$	1,274	$	572	$	(246)	$	1,601

5452

XPO, Inc.

Consolidated Statements of Changes in Equity (continued)

For the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

	Common Stock
(Shares in thousands, dollars in millions)		Shares	Amount		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2023		116,073	$	—	$	1,298	$	185	$	(217)	$	1,266
Net income		—	—		—		387		—		387
Other comprehensive loss		—	—		—		—		(29)		(29)
Exercise and vesting of stock compensation awards		1,101	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(110)		—		—		(110)
Stock compensation expense		—	—		87		—		—		87
Balance as of December 31, 2024		117,174	$	—	$	1,274	$	572	$	(246)	$	1,601
Net income		—	—		—		316		—		316
Other comprehensive income		—	—		—		—		59		59
Exercise and vesting of stock compensation awards		734	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(70)		—		—		(70)
Retirement of common stock		(954)	—		(125)		—		—		(125)
Stock compensation expense		—	—		77		—		—		77
Other		—	—		4		—		—		4
Balance as of December 31, 2025		116,954	$	—	$	1,160	$	888	$	(187)	$	1,861

Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

5553

XPO, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

1. ~~Organization~~Description of Business and Basis of Presentation

Nature of Operations

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. See Note 43—Segment Reporting and Geographic Information for additional information on our operations.

Strategic Developments

XPO has operated solely as an asset-based less-than-truckload (“LTL”) service provider in North America since November 2022, when we completed the spin-off of RXO, Inc. (“RXO”). This followed our completion of two additional components of our strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the sale of our North American intermodal operation in March 2022.

In December 2023, we completed the acquisition of 28 service centers previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), purchasing 26 LTL service centers and assuming existing leases for two additional locations. This targeted expansion of our network aligns with our commitment to invest in growth capacity in key markets and operate the network more efficiently.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions.

Within our consolidated financial statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions.

Consolidation

Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions.

To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European trade securitization program discussed below.

owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European trade securitization program discussed below.

We have a controlling financial interest in entities generally when we own a majority of the voting interest.

2. Significant Accounting Policies

Revenue Recognition

We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied.

We generate revenue by providing less-than-truckload and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract.

A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service.

Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.

Contract Costs

We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Salaries, wages and employee benefits on our Consolidated Statements of Income.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $5320 million, $753 million and $107 million, respectively. Our restricted cash balance as of December 31, 2024 ~~includes~~included approximately $47 million of proceeds received from the sale of a service center in our North American LTL segment in December 2024. Inthat ~~January~~was ~~2025, the proceeds from this sale were~~ used to purchase four new service centers in January 2025 that were previously leased.

Accounts Receivable and Allowance for Credit Losses

We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We ~~also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We~~ write off accounts receivable balances once the receivables are no longer deemed collectible.

The roll-forward of the allowance for credit losses was as follows:

	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Beginning balance	$	4550	$	4345	$	3643
Provision charged to expense	2126		3321		2733
Write-offs, less recoveries, and other adjustments	(1637)		(3116)		(2031)
Ending balance	$	5040	$	4550	$	4345

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program for our European transportation business. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

Under the trade receivables securitization program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries to unaffiliated entities. The program ~~expires in July 2026 and~~ contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. In January 2026, the program was amended to extend the maturity date through March 2029.

We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Consolidated Balance Sheets at the date of transfer.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $~~207~~235 million as of December 31, ~~2024~~2025). As of December 31, ~~2024~~2025, the maximum amount available under the program was utilized. The weighted average interest rate was 53.0990% as of December 31, ~~2024~~2025.

Information related to the trade receivables sold was as follows:

Years Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Securitization programs

Receivables sold in period

1,~~762~~881

1,~~815~~762

1,~~744~~815

Cash consideration

1,~~762~~881

1,~~815~~762

1,~~744~~815

Factoring programs

Receivables sold in period

7970

~~103~~79

~~111~~103

Cash consideration

7867

~~103~~78

~~111~~103

Property and Equipment

We generally record property and equipment at cost, or in the case of property and equipment acquired in a business combination, at fair value at the date of acquisition.

In connection with the Yellow Asset Acquisition in December 2023, we acquired 28 LTL service centers for a purchase price of $918 million, including a cash payment of $870 million, the assumption of certain liabilities and direct transaction costs. Under the transaction, we purchased 26 of the service centers, primarily consisting of land and buildings, and assumed existing leases for the other two locations. The transaction was accounted for as an asset acquisition, with the assets recorded at cost. The Consolidated Statements of Cash Flows for the year ended December 31, 2023 reflects an $878 million investing cash outflow for this transaction.

Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internal-use technology.

We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:


Classification						Estimated Useful Life
Buildings and leasehold improvements						Term of lease to 40 years
Vehicles, tractors and trailers						3 to 14 years

Machinery and equipment						3 to 10 years
Computer software and equipment						1 to 5 years

Leases

We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the corresponding index that matches our credit rating, and then adjusts as if the borrowings were collateralized.

We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments not based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 87—Leases.

Asset Retirement Obligations

A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset. ~~In connection with the Yellow Asset Acquisition, in December 2023, we recognized $6 million of Asset Retirement Obligations.~~

Goodwill

~~Similarly,~~The ~~for~~income ~~our~~approach ~~2022 annual goodwill assessment performed as~~ of ~~August~~determining ~~31,~~fair wevalue ~~performed~~is abased ~~step-zero~~on ~~qualitative~~the ~~analysis~~present ~~for~~value ~~each~~ of ~~the~~estimated ~~three~~future ~~reporting~~cash ~~units~~flows, ~~that~~discounted ~~existed~~ at ~~that~~an ~~time~~appropriate ~~and~~risk-adjusted ~~reached the same conclusion~~rate. ~~However,~~We inuse ~~the fourth quarter of 2022 and in connection with the RXO spin-off, we performed additional impairment tests because the number of~~ our ~~reporting~~internal ~~units~~forecasts ~~increased from three~~ to ~~five~~estimate tofuture ~~reflect~~cash ~~our~~flows ~~new~~and ~~internal~~include ~~organization.~~an ~~Specifically,~~estimate ~~while~~of ~~our European Transportation business was previously considered a single reporting unit, after the spin~~long-~~off~~term offuture ~~RXO,~~growth itrates ~~was~~based ~~determined~~on ~~that~~our ~~the~~most ~~European~~recent ~~Transportation~~views ~~business was comprised~~ of ~~four reporting units. As a result, in~~ the ~~fourth~~long-term ~~quarter~~outlook ~~of 2022, we tested each of the four new reporting units~~ for ~~potential~~our ~~impairment~~business. AThe ~~quantitative~~market ~~test~~approach ~~was performed for each~~ of ~~these~~determining ~~four~~fair ~~new~~value is ~~reporting~~generally ~~units~~based ~~using~~on acomparable ~~combination of income and~~ market ~~approaches~~multiples ~~and~~for wecompanies ~~recorded~~engaged ~~an aggregate impairment charge of $64 million~~ in ~~the~~similar ~~fourth~~businesses, ~~quarter~~as ofwell ~~2022~~as ~~related~~recent totransactions ~~two~~within ofour ~~these new reporting units~~industry.

The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.

Intangible Assets

Our intangible assets subject to amortization consist primarily of customer relationships and favorable leases. In connection with the Yellow Asset Acquisition, the assumed leases contained favorable terms compared to market terms for similar leases and, as result, we recognized a $65 million favorable lease intangible asset in December 2023.

We review long-lived assets to be held-and-used, including tangible assets and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for intangible assets at December 31, ~~2024~~2025 is 14 to 25 years.

Accrued Expenses

The components of accrued expenses as of December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

As of December 31,

(In millions)

~~2024~~2025

~~2023~~2024

Accrued salaries and wages

~~273~~244

~~310~~273

Accrued transportation and facility charges

~~184~~218

~~215~~184

Accrued insurance claims

88109

9988

Accrued taxes

93106

8493

Other accrued expenses

7083

6770

Total accrued expenses

~~708~~760

~~775~~708

Self-Insurance

Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than our estimates.

current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than our estimates.

Advertising Costs

Advertising costs are expensed as incurred.

Stockholders’ Equity

Shares purchased under our share repurchase program are retired ~~and~~upon ~~returned to authorized and unissued status~~settlement. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.

Accumulated Other Comprehensive Income (Loss)

The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, are as follows:

(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans Liability		AOCI Attributable to XPO
As of December 31, 2022	$	(119)	$	(2)	$	(101)	$	(222)
As of December 31, 2023	$	(91)	$	(2)	$	(124)	$	(217)
Other comprehensive income (loss)	37		3		(23)		17
Amounts reclassified from AOCI	(9)		(3)		—		(12)
Net current period other comprehensive income (loss)	28		—		(23)		5
As of December 31, 2023	(91)		(2)		(124)		(217)
Other comprehensive income (loss)	(7)		3		(16)		(20)
Amounts reclassified from AOCI	(9)		(1)		1		(9)
Net current period other comprehensive income (loss)	(16)		2		(15)		(29)
As of December 31, 2024	$(107)	~~(107)~~	$—	—	$(139)	~~(139)~~	$(246)	~~(246)~~
Other comprehensive income	49		1		18		68
Amounts reclassified from AOCI	(10)		(2)		3		(9)
Net current period other comprehensive income (loss)	39		(1)		21		59
As of December 31, 2025	$	(68)	$	(1)	$	(118)	$	(187)

Income Taxes

We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-offs of RXO and GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost.

As of December 31, 2025 and 2024, our income tax receivable included in Other current assets on our Consolidated Balance Sheets was $53 million and $77 million, ~~which was primarily comprised of the anticipated cash refund related to the legal entity reorganization in our European Transportation business~~respectively.

Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented.

We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income on our Consolidated Statements of Income.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:

•Level 1—Quoted prices for identical instruments in active markets;

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

•Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, ~~2024~~2025 and ~~2023~~2024 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program.

The fair value hierarchy of cash equivalents was as follows:

(In millions)	Carrying Value		Fair Value		Level 1
December 31, 2024	$	205	$	205	$	205
December 31, 2025	$	285	$	285	$	285
December 31, 2023	369		369		369
December 31, 2024	205		205		205

We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets. AsWe have no equity investments as of December 31, 2025, and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Consolidated Balance Sheets, was not material. During the year ended December 31, 2024, we recognized a gain on equity investments of $13 million in Other income on our Consolidated Statements of Income, while there was no material gain on equity investments in 2025.

For information on the fair value hierarchy of our derivative instruments, financial liabilities and defined benefit pension plan assets, see Note 1110—Derivative Instruments, Note 1211—Debt and Note 1312—Employee Benefit Plans, respectively.

Derivative Instruments

We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.

The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Other income on our Consolidated Statements of Income.60

63based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.

Defined Benefit Pension Plans

We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.

Stock-Based Compensation

We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur.

We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PSU award is considered probable.

Adoption of New Accounting Standard

In ~~November~~July ~~2023~~2025, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) ~~2023~~2025-0705, “~~Segment~~Financial ~~Reporting~~Instruments ~~(Topic~~– ~~280):~~Credit ~~Improvements~~Losses to(Topic ~~Reportable Segment Disclosures~~326).” ~~The~~In ~~amendments~~developing inforecasts ~~the~~as ~~ASU~~part ~~increase~~of ~~reportable~~estimating ~~segment~~expected ~~disclosure~~credit ~~requirements primarily through enhanced disclosures about significant segment expenses. In addition~~losses, the ~~amendments~~ASU ~~enhance~~allows ~~interim~~entities ~~disclosure~~to ~~requirements,~~elect ~~clarify~~a ~~circumstances~~practical inexpedient ~~which~~that anassumes ~~entity~~that ~~can~~current ~~disclose~~conditions ~~multiple~~as ~~segment measures~~ of ~~profit~~the ~~and~~balance ~~loss,~~sheet ~~and~~date ~~provide~~do ~~new~~not ~~segment~~change ~~disclosure requirements~~ for ~~entities~~the ~~with~~remaining alife ~~single~~of ~~reportable~~the ~~segment, among other disclosure requirements~~asset. We early adopted this standard onin ~~a retrospective basis for~~ the ~~2024~~fourth ~~annual~~quarter ~~period~~of 2025, and ~~for~~it ~~interim~~did ~~periods~~not ~~beginning~~have ~~January~~a 1,material ~~2025. The~~ impact ison ~~limited~~our to financial ~~statement disclosures~~statements. ~~See Note 4—Segment Reporting and Geographic Information.~~

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU modifies income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements. We adopted this standard on a

retrospective basis for the 2025 annual period. The impact is limited to financial statement disclosures. See Note 15 —Income Taxes.

Accounting Pronouncements Issued but Not Yet Effective

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029. Early adoption is permitted. We are currently evaluating the impact of the new standard.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for annual and interim periods beginning in 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

6462

~~In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures~~3.” ~~The~~Segment ~~ASU~~Reporting ~~modifies income tax disclosures by requiring (i) consistent categories~~ and ~~greater~~Geographic disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements. This ASU is effective for annual periods beginning in 2025, and should be applied on a prospective basis, with the option to apply retrospectively. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. The company expects to adopt the guidance as of the effective date.Information

3. Discontinued Operations

As discussed above, the results of RXO and our intermodal operation are presented as discontinued operations.

The following table summarizes the results of operations from discontinued operations:

	Years Ended December 31,
(In millions)		2022
Revenue		$	4,403
Salaries, wages and employee benefits		503
Purchased transportation		3,216
Fuel, operating expenses and supplies		296
Operating taxes and licenses		3
Insurance and claims		19
Depreciation and amortization expense		67
Gain on sale of business		(430)
Transaction and other operating costs		125
Operating income		604
Other income		(2)
Income from discontinued operations before income tax provision		606
Income tax provision		124
Net income from discontinued operations, net of taxes		$	482

In 2022, we completed the sale of our intermodal operation for cash proceeds of approximately $705 million, net of cash disposed. The pre-tax gain on the sale was $430 million, net of transaction costs and working capital adjustment.

Additionally, in 2022, RXO completed debt offerings and used the net proceeds of $446 million to fund a cash payment from RXO to XPO, which we used to repay a portion of our outstanding borrowings and fund any related fees and expenses. For further information, see Note 12—Debt.

In connection with the spin-off, we entered into separation and distribution agreements as well as various other agreements that provided a framework for the relationships between the parties going forward, including, among others, an employee matters agreement (“EMA”), a tax matters agreement, an intellectual property license agreement and a transition services agreement, through which XPO agreed to provide certain services for a period of time specified in the applicable agreement following the spin-off. The impact of these services on the consolidated financial statements was immaterial.

4. Segment Reporting and Geographic Information

We are organized into two reportable segments: North American LTL, the largest component of our business, and European Transportation.

In our North American LTL segment, we provide shippers with geographic density and day-definite domestic and cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment also includes the results of our trailer manufacturing operation.

In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets. We offer dedicated truckload, LTL, ~~truck~~full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding, ~~warehousing~~ and multimodal solutions~~, such as road-rail and road-short sea combinations~~.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments.

Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, including corporate costs, in segment results reported to the CODM. We do not provide asset information by segment to the CODM.

Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income from continuing operations before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, ~~goodwill~~legal ~~impairment charges, litigation~~ matters, transaction and integration costs, restructuring costs and other adjustments.

Our CODM uses adjusted EBITDA to allocate resources, including property and equipment and financial or capital resources, to the segments and to assess their performance by monitoring budget-to-actual and year-over-year variances.

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The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:


	Year Ended December 31, 2025
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,832	$	3,324	$	—	$	8,157
Salaries, wages and employee benefits	2,520		888		15		3,424
Purchased transportation	123		1,539		—		1,662
Fuel, operating expenses and supplies	885		686		1		1,571
Operating taxes and licenses	67		17		—		83
Insurance and claims	111		55		1		167
Gains on sales of property and equipment	(9)		(8)		—		(17)
Pension (income) expense	(6)		1		—		(6)
Other (income) expense	—		1		(1)		—
Adjusted EBITDA	$	1,142	$	147	$	(16)	$	1,272


	Year Ended December 31, 2024
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,899	$	3,173	$	—	$	8,072
Salaries, wages and employee benefits	2,515		846		16		3,377
Purchased transportation	248		1,454		—		1,701
Fuel, operating expenses and supplies	928		661		—		1,589
Operating taxes and licenses	65		15		—		80
Insurance and claims	80		51		3		134
Gains on sales of property and equipment	(27)		(14)		—		(40)
Pension (income) expense	(25)		1		—		(25)
Other (income) expense	—		1		(12)		(12)
Adjusted EBITDA	$	1,115	$	158	$	(7)	$	1,266

	Year Ended December 31, 2023
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,671	$	3,073	$	—	$	7,744
Salaries, wages and employee benefits	2,346		795		18		3,159
Purchased transportation	366		1,394		—		1,760
Fuel, operating expenses and supplies	956		661		6		1,623
Operating taxes and licenses	48		12		—		60
Insurance and claims	102		59		6		167
(Gains) losses on sales of property and equipment	8		(13)		—		(5)
Pension income	(17)		—		—		(17)
Pension (income) expense	(17)		—		—		(17)
Other (income) expense	(2)		2		1		1
Adjusted EBITDA	$	864	$	163	$	(31)	$	996

	Year Ended December 31, 2022
(in millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	4,645	$	3,073	$	—	$	7,718
Salaries, wages and employee benefits	2,176		717		52		2,945
Purchased transportation	499		1,465		—		1,964
Fuel, operating expenses and supplies	983		660		44		1,687
Operating taxes and licenses	48		10		—		58
Insurance and claims	123		57		3		183
Gains on sales of property and equipment	(54)		(6)		—		(60)
Pension income	(59)		—		—		(59)
Other (income) expense	(3)		1		5		3
Adjusted EBITDA	$	932	$	169	$	(104)	$	997

(1) Primarily represents unallocated corporate costs, as well as investment income of approximately $13 million within Other (income) expense in 2024.

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The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated income from continuing operations:

	Years Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Adjusted EBITDA
North American LTL	$	1,~~115~~142	$	~~864~~1,115	$	~~932~~864
European Transportation	~~158~~147		~~163~~158		~~169~~163
Corporate	(716)		(317)		(~~104~~31)
Total Adjusted EBITDA	1,~~266~~272		~~996~~1,266		~~997~~996
Less:
Debt extinguishment loss	—6		25—		3925
Interest expense	~~223~~219		~~168~~223		~~135~~168
Income tax provision	86121		6886		7468
Depreciation and amortization expense	~~490~~521		~~432~~490		~~392~~432
Goodwill impairment (1)	—		—		64
Pre-Con-way acquisition environmental matter (1)	35		—		—
Litigation matter	—		8		—
Legal matters (2)	(13)		—		8
Transaction and integration costs	538		5853		58
Restructuring costs	2759		4427		5044
Other	—		1—		1
Income from continuing operations	$	~~387~~316	$	~~192~~387	$	~~184~~192

(1) ~~See~~Relates ~~Note~~to 9—environmental ~~Goodwill~~and ~~for~~product ~~further~~liability ~~information~~claims oninvolving ~~the~~a ~~impairment~~former ~~charge~~subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015.

(2) In 2025, reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. For 2023, see Note 17— Commitments and Contingencies for further information on the California Environmental Matters.

The following table presents depreciation and amortization expense by segment:

Years Ended December 31,

(in millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Depreciation and amortization expense

North American LTL

~~346~~381

~~291~~346

~~239~~291

European Transportation

~~140~~136

~~136~~140

~~128~~136

Corporate

255

Total

~~490~~521

~~432~~490

~~392~~432

As of December 31, ~~2024~~2025 and ~~2023~~2024, we held long-lived tangible assets outside of the U.S., including right of use assets, of $~~715~~844 million and $~~727~~715 million, respectively.

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54. Revenue Recognition

Disaggregation of Revenues

Our revenue disaggregated by geographic area based on sales office location was as follows:


	Year Ended December 31, 2025
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,726	$	—	$	4,726
North America (excluding United States)	106		—		106
France	—		1,305		1,305
United Kingdom	—		1,142		1,142
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,832	$	3,324	$	8,157


	Year Ended December 31, 2024
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,792	$	—	$	4,792
North America (excluding United States)	107		—		107
France	—		1,277		1,277
United Kingdom	—		1,023		1,023
Europe (excluding France and United Kingdom)	—		873		873

Total	$	4,899	$	3,173	$	8,072


	Year Ended December 31, 2023
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,572	$	—	$	4,572
North America (excluding United States)	99		—		99
France	—		1,291		1,291
United Kingdom	—		905		905
Europe (excluding France and United Kingdom)	—		877		877

Total	$	4,671	$	3,073	$	7,744

	Year Ended December 31, 2022
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	4,549	$	—	$	4,549
North America (excluding United States)	96		—		96
France	—		1,328		1,328
United Kingdom	—		878		878
Europe (excluding France and United Kingdom)	—		867		867
Total	$	4,645	$	3,073	$	7,718

695. Restructuring Charges

6We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. ~~Restructuring~~These ~~Charges~~actions primarily relate to business optimization initiatives and generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in connection with spin-offs and other divestment activities. These actions generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

Our restructuring-related activity was as follows:

			Year Ended December 31, 2024
			Year Ended December 31, 2025
(In millions)	Reserve Balanceas of December 31, ~~2023~~2024		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, ~~2024~~2025
Severance
North American LTL	$	23	$	34	$	(35)	$	1—	$	31
European Transportation	1		1621		(1619)		—		13
Corporate	81		210		(84)		~~(1)~~—		17
Total	$	115	$	2135	$	(2728)	$	—(1)	$	511

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our North American LTL segment, European Transportation segment and Corporate of $1 million, $6 million and $16 million, respectively, during 2025, which are primarily non-cash.

We expect that the majority of the cash outlays related to the severance charges incurred in 2025 will be completed within 12 months.


			Year Ended December 31, 2024
(In millions)	Reserve Balance as of December 31, 2023		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2024
Severance
North American LTL	$	2	$	3	$	(3)	$	1	$	3
European Transportation	1		16		(16)		—		1
Corporate	8		2		(8)		(1)		1





Total	$	11	$	21	$	(27)	$	—	$	5

In addition to the severance charges noted in the table above, we recorded non-cash charges in our North American LTL segment, European Transportation segment and Corporate of $4 million, $1 million and $1 million, respectively, during 2024.

~~We expect the majority of the cash outlays related to the charges incurred in 2024 will be complete within twelve months.~~67

			Year Ended December 31, 2023
(In millions)	Reserve Balance as of December 31, 2022		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of December 31, 2023
Severance
North American LTL	$	2	$	6	$	(5)	$	(1)	$	2
European Transportation	1		12		(12)		—		1
Corporate	19		20		(30)		(1)		8
Total	$	22	$	38	$	(47)	$	(2)	$	11

6. Property and Equipment

In addition to the severance charges noted in the table above, we recorded non-cash charges in our North American LTL segment of $6 million during 2023.


	December 31,
(In millions)	2025		2024
Property and equipment
Land	$	920	$	879
Buildings and leasehold improvements	1,017		874
Vehicles, tractors and trailers	3,033		2,746
Machinery and equipment	330		291
Computer software and equipment	724		633
	6,024		5,422
Less: accumulated depreciation and amortization	(2,360)		(2,019)
Total property and equipment, net	$	3,664	$	3,402
Net book value of capitalized internally-developed software included in property and equipment, net	$	100	$	112

70Depreciation of property and equipment and amortization of computer software was $467 million, $432 million and $376 million for the years ended December 31, 2025, 2024 and 2023, respectively.

7. ~~Property and Equipment~~Leases

	December 31,
(In millions)	2024		2023
Property and equipment
Land	$	879	$	860
Buildings and leasehold improvements	874		733
Vehicles, tractors and trailers	2,746		2,476
Machinery and equipment	291		271
Computer software and equipment	633		588
	5,422		4,928
Less: accumulated depreciation and amortization	(2,019)		(1,853)
Total property and equipment, net	$	3,402	$	3,075
Net book value of capitalized internally-developed software included in property and equipment, net	$	112	$	120

Depreciation of property and equipment and amortization of computer software was $432 million, $376 million and $336 million for the years ended December 31, 2024, 2023 and 2022, respectively.

In connection with the Yellow Asset Acquisition, in December 2023, we recognized approximately $850 million of Land and Buildings and leasehold improvements, including amounts related to assumed finance leases.

8. Leases

Most of our leases are real estate leases. In addition, we lease trucks, trailers and material handling equipment.

The components of our lease expense ~~and gain realized on sale-leaseback transactions~~ were as follows:

	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating lease cost	$	~~213~~225	$	~~199~~213	$	~~170~~199
Short-term lease cost	3938		4739		5147
Variable lease cost	3325		2733		2227
Total operating lease cost	$	~~285~~288	$	~~273~~285	$	~~243~~273
Finance lease cost:
Amortization of leased assets	$	6160	$	5961	$	4959
Interest on lease liabilities	8		68		56
Total finance lease cost	$	6968	$	6569	$	5465
Total lease cost	$	~~354~~356	$	~~338~~354	$	~~297~~338
Gain recognized on sale-leaseback transactions (1)	$	—	$	—	$	40

(1) For the years ended December 31, 2024 and 2023, we did not complete any sale-leaseback transactions. For the year ended December 31, 2022, we completed multiple sale-leaseback transactions primarily for land and buildings. We received aggregate cash proceeds of $49 million in 2022. Gains on sale-leaseback transactions are included in Gains on sales of property and equipment in our Consolidated Statements of Income.68

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In millions)	2025			2024
Operating leases:
Operating lease assets	$	777		$	727

Short-term operating lease liabilities	$	166		$	127
Operating lease liabilities	611			603
Total operating lease liabilities	$	777		$	730
Finance leases:
Property and equipment, gross	$	471		$	408
Accumulated depreciation	(235)			(205)
Property and equipment, net	$	236		$	203

Short-term borrowings and current maturities of long-term debt	$	54		$	52
Long-term debt	195			158
Total finance lease liabilities	$	248		$	210
Weighted-average remaining lease term:
Operating leases	6 years			7 years
Finance leases	7 years			8 years
Weighted-average discount rate:
Operating leases	5.46		%	5.47		%
Finance leases	3.88		%	3.69		%

	December 31,
(In millions)	2024			2023
Operating leases:
Operating lease assets	$	727		$	708
Short-term operating lease liabilities	$	127		$	121
Operating lease liabilities	603			588
Total operating lease liabilities	$	730		$	709
Finance leases:
Property and equipment, gross	$	408		$	472
Accumulated depreciation	(205)			(213)
Property and equipment, net	$	203		$	259
Short-term borrowings and current maturities of long-term debt	$	52		$	64
Long-term debt	158			179
Total finance lease liabilities	$	210		$	243
Weighted-average remaining lease term:
Operating leases	7 years			8 years
Finance leases	8 years			7 years
Weighted-average discount rate:
Operating leases	5.47		%	5.24		%
Finance leases	3.69		%	3.24		%

In connection with the Yellow Asset Acquisition, in December 2023, we recognized $23 million of Property and equipment, net and Long-term debt for finance leases assumed and $3 million of Operating lease assets and Operating lease liabilities for operating leases assumed.

Supplemental cash flow information related to leases was as follows:

	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	~~216~~247	$	~~201~~216	$	~~176~~201
Operating cash flows for finance leases	8		68		56
Financing cash flows for finance leases	7263		6872		6068
Leased assets obtained in exchange for new lease obligations:
Operating leases	~~207~~220		~~118~~207		~~191~~118
Finance leases	4780		9447		4694

Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating lease liability, are reflected in operating activities on our Consolidated Statements of Cash Flows.

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Maturities of lease liabilities as of December 31, ~~2024~~2025 were as follows:

(In millions)	Finance Leases		Operating Leases
2025	$	59	$	160
2026	$	62	$	204
2026	44		158
2027	59		188
2027	39		129
2028	46		145
2028	29		104
2029	36		105
2029	20		78
2030	28		78
Thereafter	6563		~~264~~220
Total lease payments	~~256~~294		~~893~~941
Less: interest	(4645)		(163)
Present value of lease liabilities	$	~~210~~248	$	~~730~~777

As of December 31, ~~2024~~2025, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $4575 million. These operating leases will commence in ~~2025~~2026 with initial lease terms of 34 years to 1215 years.

98. Goodwill

(In millions)	North American LTL		European Transportation (1)		Total
Goodwill as of December 31, 2022	$	726	$	746	$	1,472
Goodwill as of December 31, 2023	$	726	$	772	$	1,498
Impact of foreign exchange translation	—		26		26
Goodwill as of December 31, 2023	726		772		1,498
Impact of foreign exchange translation	—		(37)		(37)
Goodwill as of December 31, 2024	$726	~~726~~	$735	~~735~~	$1,461	~~1,461~~
Impact of foreign exchange translation	—		85		85
Goodwill as of December 31, 2025	$	726	$	820	$	1,547

As(1) European ~~described~~Transportation ingoodwill ~~Note~~balances 2—presented ~~Basis~~above ofare ~~Presentation~~net ~~and~~of ~~Significant~~$64 million ~~Accounting~~accumulated ~~Policies, we recorded no~~ impairment losses ~~in 2024 and 2023~~.

WeAs ~~recorded~~described ~~an aggregate impairment charge of $64 million~~ in ~~2022~~Note ~~related~~2—Significant toAccounting ~~reporting~~Policies, ~~units~~we ~~within~~recorded ~~our~~no ~~European~~impairment ~~Transportation~~losses ~~reportable~~in ~~segment. Prior to the 2022 impairment~~2025, ~~there~~2024 ~~were~~and ~~no impairment losses~~2023.

109. Intangible Assets

December 31, 2024

December 31, 2023

December 31, 2025

December 31, 2024

(In millions)

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Definite-lived intangibles

Customer relationships

~~795~~825

~~497~~574

~~809~~795

~~452~~497

Favorable leases

—3

Total

~~860~~891

~~499~~580

~~874~~860

~~452~~499

InWe ~~connection~~did ~~with~~not ~~the~~recognize ~~Yellow~~any ~~Asset~~impairment ~~Acquisition, in December 2023, we recognized $65 million~~ of ~~Favorable~~our ~~leases.~~identified ~~For~~intangible ~~further~~assets ~~information~~in 2025, ~~see~~2024 ~~Note 2—Basis of Presentation~~ and ~~Significant Accounting Policies~~2023.

~~We did not recognize any impairment of our identified intangible assets in 2024, 2023 and 2022.~~70

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:

(In millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						Thereafter
Estimated amortization expense						$	5659					$	5659					$	5646					$	4536					$	36					$	~~112~~75

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, future impairment of intangible assets, accelerated amortization of intangible assets and other events.

Intangible asset amortization expense was $5758 million, $5457 million and $54 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

1110. Derivative Instruments

In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. Historically, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default.

The fair value of our derivative instruments and the related notional amounts were as follows:


	December 31, 2025
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	284	Other current assets	$	—	Other current liabilities	$	(32)

Cross-currency swap agreements	369		Other long-term liabilities	—		Other long-term liabilities	(44)
Interest rate swaps	550		Other current assets	—		Other current liabilities	(2)



Total				$	—		$	(78)


	December 31, 2024
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	652	Other long-term assets	$	7	Other long-term liabilities	$	(5)


Interest rate swaps	200		Other current assets	—		Other current liabilities	—



Total				$	7		$	(5)

	December 31, 2023
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	652	Other current assets	$	—	Other current liabilities	$	(34)
Interest rate swaps	350		Other current assets	—		Other current liabilities	(2)
Interest rate swaps	200		Other long-term assets	—		Other long-term liabilities	—
Total				$	—		$	(36)

The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices such as foreign exchange rates and yield curves.

7471

The effect of derivative and nonderivative instruments designated as hedges on our Consolidated Statements of Income was as follows:

	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives						Amount of Gain Reclassified from AOCI into Net Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Years Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025		~~2023~~2024		~~2022~~2023
Derivatives designated as cash flow hedges
Interest rate swaps	$	(2)	$	~~(1)~~2	$	—(1)	$	12	$	31	$	—3	$	—	$	—	$	—
Derivatives designated as net investment hedges
Cross-currency swap agreements	36(79)		~~(21)~~36		27(21)		—		—		—		910		9		79
Total	$	38(81)	$	~~(22)~~38	$	27(22)	$	12	$	31	$	—3	$	910	$	9	$	79

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt.

During the term of the swap contracts, we receive interest on a quarterly basis from the counterparties based on USD fixed interest rates, and we pay interest, also on a quarterly basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2027.

We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

During 2023 ~~and 2022~~, we received approximately $2 million ~~and $29 million, respectively,~~ related to cross-currency swaps that were settled during the period. The fair value adjustments related to these swaps remain in AOCI and partially offset foreign currency translation adjustment losses on our net investments in foreign subsidiaries. The proceeds were included in Cash flows from investing activities of continuing operations on our Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our ~~Senior~~Refinancing ~~Secured~~ Term Loan ~~Credit~~Facilities ~~Agreement~~ (~~the~~defined ~~“Term Loan Credit Agreement”~~below). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. ~~The~~Our outstanding interest rate ~~swap~~swaps atmature ~~December 31, 2024 matured~~ in ~~January~~the ~~2025,~~fourth atquarter ~~which time we executed two new interest rate swaps with a notional amount~~ of ~~$550 million maturing in~~ 2026.

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows.

~~12. Debt~~ 72

	December 31, 2024				December 31, 2023
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
Term loan facility	$	1,100	$	1,089	$	1,100	$	1,087
6.25% senior secured notes due 2028	830		823		830		822
7.125% senior notes due 2031	450		445		450		445
7.125% senior notes due 2032	585		576		585		575
6.70% senior debentures due 2034	300		225		300		221
Finance leases, asset financing and other	228		228		254		254
Total debt	3,493		3,387		3,519		3,404
Short-term borrowings and current maturities of long-term debt	62		62		69		69
Long-term debt	$	3,431	$	3,325	$	3,450	$	3,335

11. Debt


	December 31, 2025				December 31, 2024
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	985	$	978	$	1,100	$	1,089




6.25% senior secured notes due 2028	830		825		830		823
7.125% senior notes due 2031	450		446		450		445
7.125% senior notes due 2032	585		577		585		576
6.70% senior debentures due 2034	300		230		300		225

Finance leases, asset financing and other	257		257		228		228
Total debt	3,407		3,313		3,493		3,387
Short-term borrowings and current maturities of long-term debt	60		60		62		62
Long-term debt	$	3,347	$	3,253	$	3,431	$	3,325

The fair value of our debt and classification in the fair value hierarchy was as follows:

(In millions)	Fair Value		Level 1		Level 2
December 31, 2024	$	3,541	$	2,223	$	1,318
December 31, 2025	$	3,499	$	2,254	$	1,246
December 31, 2023	3,583		2,235		1,348
December 31, 2024	3,541		2,223		1,318

We valued Level 1 debt using quoted prices in active markets. Weand ~~valued~~ Level 2 debt using bid evaluation pricing models ~~or quoted prices of securities with similar characteristics~~. The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

Our principal payment obligations on debt (excluding finance leases and asset financing) for the next five years and thereafter was as follows:

(In millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						Thereafter
Principal payments on debt						$	—					$	—					$	1,415					$	~~1,530~~—					$	—					$	1,~~736~~735

~~ABL~~Revolving Credit Facility

In ~~2015~~February 2025, we ~~entered~~terminated ~~into~~our ~~the~~Second ~~ABL~~Amended ~~Facility~~and ~~which~~Restated ~~provided~~Revolving ~~commitments~~Credit ofAgreement, upas toamended ~~$1.0~~(the ~~billion~~“ABL ~~with~~Facility”), and entered into a ~~maturity~~Revolving ~~date~~Credit ofAgreement ~~October~~(the ~~30,~~“Revolving ~~2020~~Credit Agreement”). ~~This~~The ~~facility~~Revolving ~~was~~Credit ~~subsequently~~Agreement ~~amended~~provides tofor ~~adjust~~revolving ~~the~~credit commitments in an aggregate amount of $600 million (the ~~commitment~~“Revolving ~~and~~Credit toFacility”), ~~extend~~of ~~the~~which $200 million is available for issuances of letters of credit. The maturity date toof the Revolving Credit Facility is April 30, ~~2024~~2030.

InAs ~~connection with the spin-off~~ of ~~RXO~~December 31, ~~effective November 4~~2025, ~~2022,~~we ~~the~~have ~~commitments~~approximately ~~under the facility were reduced from~~ $~~1.0 billion to $~~600 million. ~~There~~available ~~were no other significant changes made~~ to ~~the~~draw ~~terms~~under ofour ~~the~~Revolving ~~facility~~Credit ~~at that time. In February 2023~~Facility, weafter ~~amended~~considering ~~the~~outstanding ~~facility~~letters toof ~~extend~~credit ~~the maturity date to April 30, 2026, among other changes. The aggregate commitment~~ of ~~all~~less ~~lenders~~than ~~under the amended ABL Facility remains~~ $~~600~~ 1 million.

Our ~~availability~~borrowings under the ~~ABL~~Revolving Credit Facility isbear interest at a rate equal to: ~~the~~(a) ~~borrowing~~for ~~base~~loans ~~less~~denominated ~~advances~~in ~~and~~U.S. ~~outstanding~~Dollars, ~~letters~~Term ofSecured ~~credit.~~Overnight ~~Our~~Financing ~~borrowing~~Rate ~~base~~(“SOFR”) ~~includes~~or athe ~~fixed~~Base ~~percentage~~Rate ~~of:~~and (ib) ~~our~~for ~~eligible~~loans ~~U.S.~~denominated ~~and~~in Canadian ~~accounts~~Dollars, ~~receivable;~~Term Canadian Overnight Repo Rate (“CORRA”) or the Canadian base rate plus (iii) ~~any~~in the case of ~~our~~base ~~eligible~~rate ~~U.S.~~loans, ~~and~~an ~~Canadian~~applicable ~~rolling~~rate ~~stock~~ranging ~~and~~from ~~equipment~~0.25% Ato ~~maximum~~1.00% or, (ii) in the case of 30Term SOFR or Term CORRA loans, an applicable rate ranging from 1.25% ofto ~~our~~2.00%, ~~borrowing~~which ~~base~~is ~~can~~determined bebased ~~equipment~~on ~~and~~our ~~rolling~~Consolidated ~~stock~~Total Net Leverage Ratio (as defined in the ~~aggregate~~Revolving Credit Agreement). AsIn addition, we are required to pay an unused commitment fee of ~~December 31,~~between ~~2024,~~0.20% ~~our~~and ~~borrowing~~0.30% ~~base~~on the undrawn commitments under the Revolving Credit Facility, determined based on our Consolidated Total Net Leverage Ratio.

7673

~~ABL~~The ~~facility~~Revolving ~~was~~Credit ~~$512~~Facility ~~million~~is secured by a lien on substantially all of our assets and the assets of our ~~availability~~guarantors, ~~was~~with ~~$511~~certain ~~million~~exceptions, ~~after~~and ~~considering~~contains ~~outstanding~~representations ~~letters~~and warranties, affirmative and negative covenants, and events of ~~credit~~default customary for agreements of ~~less~~this ~~than~~nature. $1Security ~~million~~interests and certain covenants under the Revolving Credit Agreement will release, terminate or be amended upon, among other things, the Company’s achievement of investment grade ratings from at least two rating agencies. As of December 31, ~~2024~~2025, we were in compliance with the ~~ABL~~Revolving Credit Facility’s financial covenants.

Our loans under the ABL Facility bear interest at a rate equal to: SOFR or base rate plus (i) an applicable margin of 1.25% to 1.50% for SOFR loans or (ii) 0.25% to 0.50%, for base rate loans.

The ABL Facility is secured on a first lien basis by the assets of the credit parties as priority collateral and on a second lien basis by certain other assets. The priority collateral consists primarily of our U.S. and Canadian accounts receivable and any of our U.S. and Canadian rolling stock and equipment included in our borrowing base. The ABL Facility contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature.

The covenants in the ABL Facility can limit our ability to incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. We may also be required to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 if availability under the ABL Facility is below certain thresholds. As of December 31, 2024, we were compliant with this financial covenant.

Letters of Credit Facility

In 2020, we entered into a $200 million uncommitted secured evergreen letter of credit facility. The letter of credit facility had an initial one-year term, which automatically renews with one-year terms until the letter of credit facility terminates. As of December 31, ~~2024~~2025, we have $~~137~~133 million in aggregate face amount of letters of credit outstanding under the facility.

Term Loan Facility

In ~~2015~~February 2025, we ~~entered~~amended ~~into~~our aSenior Secured Term Loan Credit Agreement ~~that~~(“Amended Term Loan Credit Agreement”). Pursuant to the amendment, the lenders provided ~~for~~the company (a) ~~single~~a ~~borrowing~~term loan B facility in an aggregate principal amount of $~~1.6~~700 ~~billion~~million, ~~which~~maturing ~~was~~on ~~subsequently~~May ~~amended~~24, to2028 ~~increase~~ (the ~~principal~~“Refinancing ~~balance~~Term toLoan $B-2~~.0 billion~~ Facility”), and to(b) ~~extend~~a ~~the~~term ~~maturity~~loan ~~date~~B tofacility in an aggregate principal amount of $400 million, maturing on February ~~2025~~1, 2031 (the “~~Existing~~Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing.

InThe ~~the~~Refinancing ~~same~~Term ~~period,~~Loan weFacilities ~~used~~bear ~~net~~interest ~~proceeds~~at ~~from~~a ~~the~~rate ~~New~~per ~~Term~~annum ~~Loan~~equal ~~Facility~~to, at the ~~Senior~~Company’s ~~Secured~~option, ~~Notes~~either ~~due~~alternate ~~2028~~base ~~and~~rate (“ABR”) or Term SOFR plus (i) in the ~~Senior~~case ~~Notes~~of ~~due~~ABR ~~2031~~Loans, as0.75% ~~described below~~or, ~~together~~(ii) ~~with~~in ~~cash~~the oncase ~~hand,~~of toTerm ~~repay~~SOFR $2Loans, 1.75%, which shall be reduced by 0 ~~billion~~.25% upon the achievement of ~~outstanding~~a ~~principal~~Consolidated ~~under~~First Lien Net Leverage Ratio (as defined in the ~~Existing~~Amended Term Loan ~~Facility,~~Credit ~~which~~Agreement) ~~was~~of ~~scheduled~~less tothan ~~mature~~or inequal ~~2025,~~to ~~and~~1.21 to ~~pay~~1.00. ~~related~~The ~~fees,~~Refinancing ~~expenses~~Term ~~and~~Loan ~~accrued~~Facilities ~~interest.~~are Wesecured ~~recorded~~by a ~~debt~~lien ~~extinguishment~~on ~~loss~~substantially all of ~~$23 million~~our inassets ~~2023~~and ~~due~~the toassets ~~this~~of ~~repayment~~our guarantors, with certain exceptions.

InThe ~~December~~Amended ~~2023, we entered into an incremental amendment to the~~ Term Loan Credit Agreement tocontains ~~obtain~~customary ~~$400 million~~mandatory ofprepayment ~~incremental~~requirements, ~~term~~representations ~~loans~~and ~~(the~~warranties, ~~“Incremental~~events ~~Term~~of ~~Loans”).~~default, ~~The~~reporting ~~Incremental~~and ~~Term~~other ~~Loans~~affirmative ~~were~~covenants ~~issued~~and ~~under~~negative ~~the~~covenants, ~~Term~~including ~~Loan~~limitations ~~Credit~~on ~~Agreement~~indebtedness, ~~having substantially similar terms as the New Term Loan Facility~~liens, ~~except with respect to maturity date~~investments, ~~issue price~~dividends, ~~prepayment~~repayments ~~premiums~~of injunior ~~connection~~financings ~~with certain voluntary prepayments~~ and ~~certain~~asset ~~other~~sales, ~~provisions.~~in ~~The~~each ~~Incremental~~case ~~Term~~subject ~~Loans~~to ~~were~~a ~~issued~~number atof ~~par~~important exceptions and ~~will mature on February 1, 2031~~qualifications.

Both the New Term Loan Facility and Incremental Term Loans bear interest at a rate per annum equal to, at our option, either (a) a Term SOFR rate (subject to a 0.00% floor) or (b) a base rate (subject to a 0.00% floor), in each case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The weighted average interest rate of our term loans was approximately 65.534% as of December 31, ~~2024~~2025.

We must prepay an aggregate principal amount of the term loan facility equal to (a) 50% of any Excess Cash Flow, as defined in the agreement, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments of loans during the fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during the fiscal year if accompanied by a corresponding permanent reduction in the

commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), if such prepayments are funded with internally generated cash flow, as defined in the agreement. If our Consolidated Secured Net Leverage Ratio, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00 and greater than 2.50:1.00, the Excess Cash Flow percentage will be 25%. If our Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50:1.00, the Excess Cash Flow percentage will be 0%. The remaining principal is due at maturity. As of December 31, 2024, our Consolidated Secured Net Leverage Ratio was less than 2.50:1.00, and no excess cash payment was required.

Senior Notes

In December 2023, we completed the private placement of $585 million aggregate principal amount of senior notes due 2032 (the “Senior Notes due 2032”), which mature on February 1, 2032 and bear interest at a rate of 7.125% per annum. Interest is payable semi-annually in cash in arrears~~, and commenced August 1, 2024~~. These notes were issued at par.

In ~~the~~May ~~same period~~2023, we ~~used~~completed ~~net~~private ~~proceeds~~placements ~~from~~of ~~the~~$830 million ~~Incremental~~aggregate ~~Term~~principal ~~Loans~~amount ~~and~~of ~~the~~senior ~~Senior~~secured ~~Notes~~notes due ~~2032,~~2028 ~~together with cash on hand, to finance~~ (the ~~Yellow~~“Senior ~~Asset~~Secured ~~Acquisition,~~Notes todue ~~repay~~2028”) inand ~~full the~~ $~~112~~450 million aggregate principal amount ~~outstanding~~ of ~~our~~senior ~~6.25%~~notes ~~Senior Notes~~ due ~~2025~~2031 (the “Senior Notes due ~~2025~~2031”),. ~~and~~The toSenior ~~pay~~Secured ~~related~~Notes ~~fees~~due 2028 mature on June 1, ~~expenses~~2028 and ~~accrued~~bear interest. ~~The~~at ~~redemption~~a ~~price~~rate ~~for~~of ~~the~~6.25% per annum. The Senior Notes due ~~2025~~2031 ~~was~~mature ~~101.563%~~on ofJune ~~the~~1, ~~principal~~2031 ~~amount~~and ~~plus~~bear ~~accrued~~interest ~~and~~at ~~unpaid~~a ~~interest~~rate of 7.125% Weper ~~recorded~~annum. aInterest ~~debt~~is ~~extinguishment~~payable ~~loss~~semi-annually ofin ~~$2 million~~cash ~~due~~in toarrears. ~~this~~These ~~redemption~~notes were issued at par.

InThe ~~May 2023, we completed private placements of $830 million aggregate principal amount of~~ senior ~~secured~~ notes ~~due~~are ~~2028~~guaranteed ~~(the~~by ~~“Senior~~each ~~Secured~~of ~~Notes~~our ~~due~~direct ~~2028”)~~ and ~~$450 million~~indirect ~~aggregate~~wholly-owned ~~principal~~restricted ~~amount~~subsidiaries ~~of senior notes due 2031~~ (~~the~~other ~~“Senior~~than ~~Notes~~certain ~~due~~excluded ~~2031”~~subsidiaries). ~~The~~that ~~Senior~~are ~~Secured~~obligors ~~Notes~~under, ~~due~~or ~~2028~~guarantee ~~mature~~obligations ~~on June 1~~under, ~~2028~~our ~~and~~existing ~~bear~~secured ~~interest~~Revolving atCredit aFacility ~~rate~~or ofthe ~~6.25%~~Amended ~~per~~Term ~~annum.~~Loan ~~The~~Credit ~~Senior~~Agreement ~~Notes~~(or ~~due~~certain ~~2031~~replacements ~~mature~~thereof) onor ~~June~~guarantee 1,certain ~~2031 and bear interest at a rate~~ of ~~7.125% per annum. Interest is payable semi-annually in cash in arrears and commenced December 1, 2023. These notes were issued at par and were used to repay~~ our ~~Existing~~other ~~Term Loan Facility as described above~~indebtedness.

InThe ~~April~~Senior ~~2022,~~Secured weNotes ~~redeemed~~due ~~$630 million~~2028 ofand the ~~then~~guarantees ~~$1.15 billion~~thereof ~~outstanding~~are ~~principal~~secured ~~amount~~by substantially all of ~~the~~our ~~Senior~~assets ~~Notes~~and ~~due~~our ~~2025.~~guarantors ~~The~~equally ~~redemption~~and ~~price~~ratably ~~for~~with the ~~notes~~indebtedness ~~was~~under ~~100% of~~ the ~~principal~~Amended ~~amount~~Term ~~plus~~Loan aCredit ~~premium,~~Agreement as(subject ~~defined~~to inpermitted ~~the~~liens ~~indenture, of approximately $21 million~~ and ~~accrued~~certain ~~and~~other ~~unpaid interest~~exceptions). WeAll ~~paid~~other ~~for~~senior ~~the~~notes ~~redemption~~and ~~using~~the ~~available~~guarantees ~~liquidity.~~thereof Weare ~~recorded~~unsecured, aunsubordinated ~~debt~~indebtedness ~~extinguishment~~for ~~loss~~us ofand ~~$26 million~~our ~~due to this redemption in 2022~~guarantors.

The senior notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, our existing secured ABL Facility or the Term Loan Credit Agreement (or certain replacements thereof) or guarantee certain of our other indebtedness.

The Senior Secured Notes due 2028 and the guarantees thereof are secured by substantially all of our assets and our guarantors equally and ratably with the indebtedness under the Term Loan Credit Agreement (subject to permitted liens and certain other exceptions). All other senior notes and the guarantees thereof are unsecured, unsubordinated indebtedness for us and our guarantors.

The senior notes contain covenants and events of default customary for notes of this nature. If the Senior Secured Notes due 2028 and the Company are each assigned investment grade ratings from at least two of the major rating agencies and no default has occurred, then certain covenant requirements will permanently cease to be in effect, and the collateral, security interests, and guarantees securing the Senior Secured Notes due 2028 will automatically be released.

Senior Debentures

In conjunction with a 2015 acquisition, we assumed 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. Including amortization of the fair value adjustment recorded on the acquisition date, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%.

1312. Employee Benefit Plans

Defined Benefit Pension Plans

We sponsor both funded and unfunded defined benefit pension plans for some employees in the U.S. These pension plans include qualified plans that are eligible for beneficial treatment under the Internal Revenue Code and non-qualified plans that provide additional benefits for employees who are impacted by limitations on compensation eligible for benefits available under the qualified plans. We also maintain a defined benefit pension plan for one of our foreign subsidiaries that is excluded from the disclosures below due to immateriality.

We measure defined benefit pension plan obligations based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date, assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. We determine the net periodic benefit costs using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit costs are recorded in Other income on our Consolidated Statements of Income. We calculate the funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, on a plan-by-plan basis.

Funded Status of Defined Benefit Pension Plans

The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows:

(In millions)

~~2024~~2025

~~2023~~2024

Projected benefit obligation at beginning of year

1,~~466~~338

1,~~424~~466

Interest cost

7268

7472

Plan amendment

~~(3)~~—

—(3)

Actuarial (gain) loss

~~(59)~~27

65(59)

Benefits paid

(~~137~~104)

(97137)

Projected benefit obligation at end of year

1,~~338~~329

1,~~466~~338

The actuarial ~~gain~~loss in ~~2024~~2025 was a result of assumption changes, including ana ~~increase~~decrease in the discount rate and other assumptions for plan participants. The actuarial ~~loss~~gain in ~~2023~~2024 was a result of assumption changes, including aan ~~decrease~~increase in the discount rate and other ~~changes to~~ assumptions for plan participants.

(In millions)	2024		2023
Fair value of plan assets at beginning of year	$	1,507	$	1,475
Actual return on plan assets	17		124
Employer contributions to non-qualified plans	5		5
Benefits paid	(137)		(97)
Fair value of plan assets at end of year	$	1,392	$	1,507

The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows:


(In millions)	2025		2024
Fair value of plan assets at beginning of year	$	1,392	$	1,507
Actual return on plan assets	130		17
Employer contributions to non-qualified plans	5		5
Benefits paid	(104)		(137)

Fair value of plan assets at end of year	$	1,423	$	1,392

The funded status of the plans as of December 31 was as follows:

(In millions)	~~2024~~2025		~~2023~~2024
Funded status at end of year	$	5493	$	4154
Amount recognized in balance sheet:
Long-term assets	$	~~104~~142	$	95104
Current liabilities	(5)		(5)
Long-term liabilities	(4544)		(4945)
Net pension asset recognized	$	5493	$	4154
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)	$	5049	$	5450

(1) Relates to our non-qualified plans which are unfunded.

The funded status of our qualified plans and non-qualified plans was $~~104~~142 million and $(5049) million, respectively, as of December 31, ~~2024~~2025.

The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $~~195~~167 million and $~~174~~195 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows:

(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net periodic benefit income:
Interest cost	$	7268	$	7472	$	4574
Expected return on plan assets	(9877)		(9298)		(~~106~~92)
Amortization of actuarial loss	13		—1		1—
Net periodic benefit income	$	(256)	$	(1825)	$	(6018)
Amounts recognized in Other comprehensive income (loss):
Actuarial loss	$	23	$	32	$	99
Actuarial loss (gain)	$	(26)	$	23	$	32
Prior-service cost	~~(3)~~—		—(3)		—
Amortization of actuarial loss	(13)		—(1)		—
Loss recognized in Other comprehensive income (loss)	$	19	$	32	$	99
Loss (gain) recognized in Other comprehensive income (loss)	$	(28)	$	19	$	32

The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31 were as follows:

	Qualified Plans					Non-Qualified Plans
	2024		2023		2022	2024	2023	2022
	2025		2024		2023	2025	2024	2023
Discount rate - net periodic benefit costs	5.0833	%	5.3608	%	25.4336%	54.0299% - 5.0525%	5.2602% - 5.3305%	15.7026% - 25.2333%
Discount rate - benefit obligations	5.6340	%	5.1563	%	5.4215%	54.2160% - 5.5520%	45.9821% - 5.1255%	54.2998% - 5.4212%
Expected long-term rate of return on plan assets	65.75	%	6.4075	%	56.40%

No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals.

Expected benefit payments for the defined benefit pension plans for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.

(In millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						~~2030~~2031-~~2034~~2035
Expected benefit payments						$	110					$	109					$	109					$	~~109~~108					$	~~108~~107					$	~~521~~511

Plan Assets

We manage the assets in the U.S. plans using a long-term liability-driven investment strategy that seeks to mitigate the funded status volatility by increasing participation in fixed income investments as the plan’s funded status increases. We developed this strategy by analyzing a variety of diversified asset-class combinations with the projected liabilities.

Our current investment strategy is to achieve an investment mix of approximately 9095% in fixed income securities and 105% of investments in equity securities. The fixed income allocation consists primarily of domestic fixed income securities and targets to hedge approximately 100% of projected liabilities. The target allocations for equity securities includes approximately 5060% in U.S. equities and approximately 5040% in non-U.S. equities. Investments in equity and fixed income securities cons

Filing Compare · XPO, Inc.