What changed in this filing

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Item 1. Business

2024-02-08 compared with 2023-02-13 · 219 added, 209 removed, 126 unchanged (77% of the section changed)

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North American LTL Segment

LTL in North America is a bedrock industry providing a critical service to the economy, with favorable pricing dynamics and a stable competitive landscape.

We have one of the largest LTL networks in North America, with approximately 8% of the $51 billion U.S.

market as of December 31, 2021.

Our LTL sales and service professionals and network of drivers, tractors, trailers and terminals serve approximately 27,000 customers in North America.

We provide shippers with critical geographic density and day-definite domestic and cross-border services to approximately 99% of U.S.

LTL in North America is a bedrock industry providing a critical service to the economy, with favorable pricing dynamics and an established competitive landscape.

XPO is one of the largest LTL networks in North America, with approximately 8% share of the U.S.

market, estimated to be $59 billion in 2022.

We provide approximately 31,000 shippers in North America with critical geographic density and day-definite domestic and cross-border services to approximately 99% of U.S.

zip codes, as well as Mexico, Canada and the Caribbean.

Together, our capacity and reach give us the ability to manage large freight volumes efficiently and balance our network to leverage fixed costs.

For the year ended December 31, 2022, we delivered approximately 18 billion pounds of freight.

Our capacity and reach give us the ability to manage large freight volumes efficiently and balance our network to leverage fixed costs.

For the full year 2023, our customer-focused organization of truck drivers, service center teams and sales professionals worked together to move approximately 18 billion pounds of freight through our network to its destinations.

Importantly, our LTL business historically has generated a high return on invested capital and robust free cash flow.

This supports our ongoing investments in the expansion of our network capacity and the enhancement of our proprietary technology.

We are managing the business to specific objectives, such as high customer service scores for on-time delivery and damage-free freight, the optimal sourcing of linehaul transportation, and the addition of 900 net new doors to our terminal footprint by the first quarter of 2024 from an October 2021 baseline.

As of December 31, 2022, we had added six terminals to our network, representing 369 net new doors.

Additionally, we are continuing to execute a host of initiatives that are specific to XPO and largely independent of the macroeconomic environment.

We added a second production line at our in-house trailer manufacturing facility in January 2022 and produced 4,705 trailers in 2022, nearly doubling the 2021 output.

We also invested in expanding the number of drivers trained at our 130 commercial driver schools.

Our in-house trailer manufacturing and driver schools are examples of idiosyncratic, self-reliant capabilities that are advantageous to XPO, particularly when industry constraints on equipment or drivers exist.

Specific to our technology, we believe we have a large opportunity to drive further growth and profitability in our LTL network through innovation.

For further information, see the “Proprietary Technology and Intellectual Property” section below.

This supports our ongoing investments in our people, network capacity and proprietary technology.

We manage the business to specific objectives, such as high customer service scores for on-time delivery and damage-free freight, the optimal sourcing of linehaul transportation, and the expansion of our service center footprint in strategic markets with long-term demand.

Since implementing our LTL 2.0 growth plan in the fourth quarter of 2021, we have added 551 net new doors to our network through organic expansion.

In December 2023, we completed the acquisition of 28 service centers previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), representing approximately 2,900 doors.

Additionally, in 2023, we continued to advance a host of initiatives that are specific to XPO and largely independent of the macroeconomic environment.

We produced over 6,400 trailers at our in-house trailer manufacturing facility, surpassing our goal of more than 6,000 trailers, and continued to invest in training drivers at our 130 commercial driver schools.

Our in-house trailer manufacturing and driver schools are examples of self-reliant capabilities that are competitively advantageous to us, particularly when industry conditions make it difficult to source equipment or drivers.

Specific to our technology, we believe that we have a large opportunity to drive further growth and profitability in our LTL network through innovation.

For more information, see “Proprietary Technology and Intellectual Property” below.

European Transportation Segment

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and a top-tier dedicated truckload provider in the U.K., where we also have the largest single-owner LTL network.

We serve a large base of customers within the consumer, trade and industrial markets, including many sector leaders that have long-tenured relationships with us.

Our range of services in Europe encompasses dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding and, increasingly, multimodal solutions, such as road-rail and road-short sea combinations that we tailor to customer needs.

Our operators use our proprietary XPO Connect® technology to manage these services within our digital ecosystem in Europe.

Strategic Actions

On November 1, 2022, we completed the previously announced spin-off of our tech-enabled brokered transportation platform as a publicly traded company.

The spin-off resulted in LTL being XPO’s sole business in North America, and created a new public company, RXO, Inc.

(“RXO”), comprised of our former services for truck brokerage, managed transportation, last mile and freight forwarding.

Additionally, in March 2022, we completed the planned sale of our North American intermodal operation.

Our Board of Directors previously authorized the divestiture of our European business.

We serve an extensive base of customers within the consumer, trade and industrial markets, including many sector leaders that have long-tenured relationships with us.

Our range of freight services in Europe encompasses dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight forwarding and, increasingly, multimodal solutions, such as road-rail and road-short sea combinations that we tailor to customer needs.

Our operators use our proprietary technology to manage these services within our digital ecosystem in Europe.

Strategic Developments

2023 was the first full year that XPO operated solely as an asset-based LTL service provider in North America, following the completion of three key parts of our strategic plan, as previously announced:

the spin-offs of RXO, Inc.

and GXO Logistics, Inc.

in November 2022 and August 2021, respectively;

and the sale of our North American intermodal operation in March 2022.

On December 20, 2023, we acquired 28 LTL service centers in the U.S.

previously operated by Yellow Corporation.

Under the transaction, we purchased 26 of the service centers and assumed existing leases for the other two locations.

This is a strategic acquisition of assets that aligns with our commitment to invest in expanding our LTL network capacity.

Our Board of Directors has previously authorized the divestiture of our European business.

There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

Earlier, on August 2, 2021, we completed the spin-off of our logistics segment as GXO Logistics, Inc.

The historical results of RXO, intermodal and GXO are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Unless otherwise indicated, all amounts in this Annual Report refer to continuing operations, including comparisons to the prior year.

We closely monitor notable external conditions that potentially impact our employees, customers and business partners in North America and Europe, such as economic inflation, COVID-19 and supply chain challenges.

See “Impacts of Notable External Conditions” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Proprietary Technology and Intellectual Property

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it optimizes linehaul, pickup-and-delivery and pricing — the main components of the service we provide.

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology.

In 2022, we moved 18 billion pounds of freight 768 million miles, including moving linehaul freight an average of 2.5 million miles a day.

network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology.

In 2023, we moved approximately 18 billion pounds of freight 803 million miles, including moving linehaul freight an average of 2.6 million miles a day.

With intelligent route-building, we can reduce empty miles in our linehaul network, improve load factor and mitigate cargo damage.

Our proprietary bypass models make recommendations to enhance trailer utilization, assimilating massive amounts of data and taking volume, density, and freight dimensions into account.

We use our visualization tools to reduce costs with pickups and deliveries, and we developed piece-level tracking to identify individual pallets to enhance shipment loading and visibility.

We also 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 terminal operations.

We use our real-time visualization tools to reduce costs 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.

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For some marks, we have also registered or are pursuing registration in certain other countries.

Environmental Sustainability

Our innovation strategy is focused on creating highly efficient supply chains that use automation and data science to create value for our shareholders and customers.

To this end, we use proprietary technology to provide reliable transportation services that make the most of the resources within our company and reduce environmental impact.

For many of our customers, the transportation components of their supply chain account for a significant portion of their CO2 footprint.

Our technology can coordinate the movement of goods in ways that are greener, safer, more efficient and more cost-effective.

Some of our key priorities in this regard are to optimize utilization of truck and trailer capacity, invest in modern, fuel-efficient fleet, facilitate local and linehaul freight flows and train our drivers in eco-friendly techniques.

While our entire business model is based on transporting freight as safely and efficiently as possible, we are also focused on doing so responsibly.

The 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 that our activities reduce our environmental footprint and provide value for our employees and external stakeholders.

As part of our commitment to reducing the impact of our operations on the environment, especially with respect to climate change and biodiversity, we track our progress through an Environmental, Social and Governance (“ESG”) Scorecard.

This scorecard includes six categories of ESG-related targets, including environmental initiatives, and provides a means of evaluating the management of our ESG programs over a four-year period.

For example, the environmental initiatives within the scorecard encompass strategic objectives of reducing fossil fuel dependency, carbon emissions, nitrogen oxide emissions and waste, and each are underpinned by specific goals.

The scorecard not only provides a means for measuring our progress in managing ESG-related targets, but also incentivizes long-term, successive achievements, taking into account lead time requirements, category weighting and target variances.

In addition to our scorecard, which measures near-term initiatives, we’re also focused on setting short-, medium- and long-term sustainability goals that will allow us to achieve carbon neutrality by 2050.

As part of this effort, we are:

• Conducting a greenhouse gas emissions inventory and calculating our carbon footprint baseline;

• Setting short-term (2030) and long-term (2050) goals aligned with science-based targets;

• Developing targets to achieve carbon neutrality that will guide our Scope 1, 2 and 3 emissions reductions goals;

• Conducting a climate scenario analysis in accordance with the framework of the Task Force for Climate-Related Financial Disclosures (“TCFD”);

• Disclosing our comprehensive sustainability strategy and supporting goals, targets and commitments, including a TCFD report analysis.

As we work to refine our sustainability strategy, we continue to focus on three critical areas:

the technology discussed in “Proprietary Technology and Intellectual Property,” our transportation fleet and our facilities.

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 CO2 footprint.

Our technology can coordinate the movement of customer goods in ways that are greener, safer, more efficient and more cost-effective.

Some of our key priorities in this regard are to optimize the utilization of truck and trailer capacity, invest in modern, fuel-efficient fleet, streamline local and linehaul freight flows and train our drivers in eco-friendly techniques.

Transportation Fleet

Our business relies heavily on the availability and pricing of diesel fuel to provide our transportation services.

In 2021, we switched to 100% premium diesel for our LTL fleet.

Because premium diesel is higher in cetane — analogous to octane in gasoline — it burns cleaner, lubricates better and runs more smoothly.

On the road, this translates to fuel savings in the range of 1.8% to 2.5%, with commensurate reductions in carbon emissions.

Our ongoing fleet initiatives companywide include modernizing our tractors and trailers;

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expanding our use of data and analytics to improve the efficiency of routing, loading and handling freight;

and exploring the use of vehicles with a smaller environmental footprint.

In North America, we allocated more than $200 million to buy approximately 1,600 new tractors in 2023.

The supply chain challenges related to the COVID-19 pandemic delayed the retirement of older tractors in the last two years, and now that new vehicles are becoming more readily available, we will continue to introduce trucks with 15-liter engines and automatic transmissions that improve reliability and fuel economy, while lowering emissions and extending engine life.

We have a natural gas-powered fleet of more than 250 total trucks in France, the U.K., Spain and Portugal, and in Europe overall, over 95% of our diesel road fleet is compliant with Euro VI standards.

Other fleet initiatives range from our government-approved mega-trucks in Spain, which can transport more freight with fewer trips, to fully electric vehicles for certain last mile deliveries.

We are also testing the use of duo-trailer vehicles that have the potential to reduce CO2 emissions by an estimated 25% to 30% per trip, compared with traditional trucking of the same freight.

Electric vehicles show promise in commercial transport applications, particularly as an alternative to diesel for urban service.

Our fleet experts are working with manufacturers to test the commercial viability of larger electric vehicles, and we have completed two pilots of electric trucks to advance our understanding of how to best use these vehicles.

In the U.S., we have placed an order for 20 electric trucks to deploy in California, and we recently announced an agreement to purchase more than 100 all-electric trucks in France to improve our fleet sustainability, supported by the installation of more than 80 electric charging stations at our sites.

Additionally in Europe, we are expanding our use of hydrotreated vegetable oil (“HVO”)-fueled trucks, particularly in the U.K., and we are responding to customer demand for multimodal solutions designed to significantly reduce the carbon footprint of freight movements by relying less on diesel trucks.

Our expertise in the circular economy continues to enhance the eco-profile of our facilities.

and exploring the commercial viability of alternative vehicles that have a lower environmental impact.

COVID-19 created supply chain challenges that temporarily disrupted the retirement of older LTL tractors industrywide.

Now, new equipment is more readily available, and we will 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 2024, we intend to purchase approximately 2,000 new LTL tractors for our North American LTL network.

In Europe, our diesel road fleet is over 97% compliant with Euro 6 standards, and we have a natural gas-powered fleet of more than 230 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” home 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 as an alternative to diesel, particularly in urban areas.

Our fleet experts are working with manufacturers of larger electric trucks, and we have completed two pilot programs to advance our understanding of the commercial viability of these vehicles.

In the U.S., we have placed an order for six all-electric trucks to deploy in California, and we announced an agreement to purchase more than 100 all-electric trucks in France supported by the ongoing installation of more than 80 electric charging stations at our facilities.

Our expertise in the circular economy helps us to continually improve the eco-profile of our facilities.

We have ongoing initiatives underway to install LED lighting in our buildings, reuse pallets, right-size packaging and incorporate other environmentally friendly practices in our operations.

We cut waste by recycling it and we reuse materials where feasible.

Additional Information

For more information on how XPO is working to improve sustainability through operational excellence, innovation and a progressive employment environment, see sustainability.xpo.com .

Our strategy is to help customers move goods efficiently through their supply chains using our transportation capacity of drivers, fleet, terminals and proprietary technology.

We also reduce waste by recycling or reusing materials where feasible.

XPO’s strategy is to help customers move goods efficiently through their supply chains by using our transportation capacity, organizational strengths and proprietary technology.

We deliver value in the form of technological innovations, process efficiencies, cost efficiencies and reliable outcomes.

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Most important, we have instilled a culture that defines success as mutually beneficial results for our company and our customers.

Management’s growth and optimization strategy is to increasingly:

• Market our expertise, our transportation capacity and the benefits of our technology to customers of all sizes, and provide irreplaceable service to create enduring relationships;

• Leverage our positioning to capitalize on secular trends in demand, such as nearshoring of industrial manufacturing, heightened customer interest in moving supply chains closer to consumers, and growing customer demand for visibility and productivity;

• Recruit and retain highly motivated employees who take satisfaction in solving challenges for our customers, and continuously improve their productivity with state-of-the-art training and technology;

• Integrate industry best practices into our operations, with a focus on efficiency, profitability and market share gains.

In late 2021, we launched our LTL 2.0 growth plan in North America to focus on four pillars of value creation:

provide best-in-class customer service, invest in adding capacity and enhancing our network for the long term, accelerate yield growth, and drive cost efficiencies.

We made considerable progress with these initiatives in 2022 and again in 2023, and we see significant potential for further improvements with all four pillars of our plan:

• Provide best-in-class service .

We are committed to building a premium service organization by aligning employee incentives and accountability with tangible quality-of-service results for our customers.

In 2023, we improved our damage claims ratio to 0.3% in the fourth quarter, from 1.2% at the launch of LTL 2.0, and we improved our full year on-time performance by 8% year-over-year.

We support our team with ongoing investments in employee training programs, state-of-the-art equipment and technological enhancements to elevate service quality and productivity.

• Invest in network capacity for the long-term .

We are expanding our linehaul fleet with fuel-efficient tractors and in-house trailer manufacturing and adding new doors in capacity-constrained markets.

Since the launch of LTL 2.0, we have added more than 11,000 trailers — including over 6,400 in 2023 — as well as more than 2,400 tractors and 551 net new doors through organic expansion.

Our average tractor age at year-end 2023 was 5.0 years, compared with 5.9 years at year-end 2022.

Together, these investments enable us to transport more freight while improving service and maintaining strong network fluidity.

Excluding the Yellow Asset Acquisition, more than two-thirds of our capital expenditures in 2023 were deployed to increase the capacity of our fleet.

• 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 service improvements and, to a lesser extent, the expansion of both our accessorial services and local customer base, accelerated yield growth throughout the year, driving full year growth of 4.9%, compared with 2022.

• Drive cost efficiencies .

We aim to improve cost efficiency by optimizing our purchased transportation, variable costs and overhead.

In the fourth quarter of 2023, we lowered our cost for third-party purchased

transportation by reducing the number of outsourced linehaul miles as a percentage of total linehaul miles to 19.6%, compared with 22.7% at the start of LTL 2.0, and by negotiating lower contract rates for the miles we outsourced.

We expect that the investments we are making in expanding capacity will enhance our network fluidity and drive productivity gains, thereby accelerating cost efficiencies.

Customers and Markets

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Our customers span every major industry, giving us a presence in verticals that are bedrocks of the economy, such as industrial and manufacturing, retail and e-commerce, food and beverage, and consumer goods.

Our revenue is derived primarily from the United States and Europe — we generated approximately 59% of our 2022 revenue in the U.S., 17% in France, 11% in the U.K.

Our revenue is derived primarily from the United States and Europe — in 2023, we generated approximately 59% of our revenue in the U.S., 17% in France, 12% in the U.K.

and 11% in the rest of Europe.

The diversification of our customer base minimizes concentration risk.

In 2022, the combined revenue from our top five customers companywide accounted for approximately 6% of our global revenue, with our largest customer accounting for just 2% of revenue.

In North American LTL, the combined revenue from our top five customers accounted for approximately 9% of 2022 revenue, with our largest customer accounting for just 2% of revenue.

Globally, the combined revenue from our top five customers in 2023 accounted for approximately 7% of revenue, with our largest customer accounting for less than 2% of revenue.

In North American LTL, the combined revenue from our top five customers accounted for approximately 8% of segment revenue in 2023, with our largest customer accounting for less than 3% of revenue.

We operate in highly competitive marketplaces where customers can choose from among many different transportation providers with distinct value propositions.

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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 of services provided;

for example, full truckload versus LTL.

Our competitors in Europe vary based on the types of services provided;

for example, LTL transportation versus dedicated or brokered full truckload transportation or multimodal solutions.

Due to the competitive nature of our marketplaces, we strive daily to strengthen existing business relationships and forge new relationships.

The health of the freight transportation industry overall will continue to be a function of domestic and global economic growth.

However, we believe that we have positioned XPO to benefit from secular trends in the retail and industrial economies, such as the shipper trend toward outsourcing freight transportation in all parts of the cycle, and the trend in some sectors toward more frequent shipments of freight volumes that require less than a full truckload.

Our strategy of making targeted investments in the business is an ongoing competitive strength of XPO, because it increasingly provides customers with the critical capacity, technological solutions and problem-solving expertise they seek from their supply chain partners.

In 2023, the market environment was significantly hampered by the ongoing freight recession, which continues to impact industry volumes.

In the third quarter of 2023, Yellow Corporation, a national LTL provider in North America, ceased operations and filed for bankruptcy.

This exit of a major competitor temporarily disrupted supply and demand in the industry and diverted more freight to other large LTL carriers, including XPO.

We believe that we have positioned XPO to benefit from secular trends in the retail and industrial economies, such as the shipper trend toward outsourcing freight transportation in all parts of the cycle, and the trend in some sectors toward more frequent shipments of freight volumes that are smaller than a full truckload, and that our ongoing expansion of capacity will facilitate the onboarding of significantly more freight when market conditions improve.

Our ability to continually invest in the business is a compelling competitive strength of XPO, because we can increasingly provide our customers with the reliable capacity, technological solutions and problem-solving expertise they value.

Our operations are regulated and licensed by various governmental agencies in the U.S.

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Our motor carrier subsidiaries and the third-party motor carriers we contract with in the U.S.

must comply with the safety and fitness regulations of the DOT, including those related to, without limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, unsafe driving, and minimum insurance requirements, as well as the 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”).

System (“SMS”) to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories (“BASICs”).

Other federal and state agencies, such as the U.S.

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Department of Homeland Security (“DHS”) and the California Air Resources Board (“CARB”), also regulate our equipment, operations, and cargo.

In 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks and also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California.

While CARB’s Advanced Clean Truck regulation and proposed Advanced Clean Fleets regulation may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained and there are virtually no zero-emissions vehicles currently widely available that are suitable replacements for current technology used in less-than-truckload operations.

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.

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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, fuel storage tanks and related fuel spillage and seepage, discharge and retention of storm water, and other environmental matters.

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 any spill or other incident involving hazardous materials caused by our business.

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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 nor condition that reasonably would be expected to have a material adverse effect on

our business, capital expenditures, or operating results.

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.

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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.

Our revenue and profitability in the first and fourth quarters are typically lower than those during the second and third quarters of the calendar year.

The productivity of our fleet historically decreases during the winter season, as it does for the industry in general, because inclement weather impedes operations.

Additionally, we believe the decrease in the first quarter of the calendar year is due in part to the post-holiday reduction in demand experienced by many of our customers, which leads to less need for our services.

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 operations.

Additionally, we believe that many of our customers historically ship less freight in the first quarter, due in part to lower post-holiday demand for their products.

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-centric company with a strong customer service culture, we know that our ability to be an employer of choice and a business partner of choice are intertwined.

We maintain an unwavering commitment to workplace inclusion and safety, professional growth opportunities and competitive total compensation.

These and many other aspects of our culture create an engaging workplace for our employees and attract a high caliber of talent to our organization.

Our success also relies on our robust governance structure, our Code of Business Ethics and our commitment to being a good corporate citizen.

And, ultimately, our actions are guided by our values — we are safe, accountable, forward-looking, respectful and committed to being world-class in every way.

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

As of December 31, 2022, XPO had locations in 17 countries, with approximately 23,000 employees in North America, 14,500 employees in Europe and 300 employees in Asia.

Our workforce is supplemented with approximately 3,400 temporary workers.

By geography, approximately 61% of our total employees are based in North America, 38% in Europe and less than 1% in Asia.

By job description, approximately 65% of our employees work as drivers and dockworkers, 22% as operations and facility workers and the remainder work in support roles and other positions.

Based on December 31, 2023 data, XPO has locations in 17 countries, with approximately 23,300 employees in North America, 14,300 employees in Europe and 400 employees in Asia, supplemented by approximately 2,900 temporary workers.

By geography, approximately 61% of our global employees are based in North America, 38% in Europe and 1% in Asia.

By job description, approximately 65% of our employees work as drivers and dockworkers, 23% as operations and facility workers, and the remainder in support roles and other positions.

In North America, approximately 85% of our employees have hourly roles and 15% have salaried positions.

By management level, 9% of our employees work in field supervisory and management positions.

In 2022, we continued to expand our pipeline of women and ethnically or racially diverse employees at the middle and senior management level (manager or supervisor and above).

The absolute number of females in managerial positions grew 23% cumulatively since 2020, while ethnically or racially diverse representation grew 34% in the same period.

By gender, approximately 14% of our total employees are female.

When excluding drivers, dockworkers and mechanics, female representation reaches 38% globally.

In North America, approximately 30% of our executive

positions (vice president and above) and over 49% of our professional management positions, are held by women, representing increases of 2.7% and 4.2%, respectively, from 2021.

In 2022, our diversity representation continued to build, with over 55% of our new hire employees in the U.S.

self-identifying as ethnically or racially diverse, representing a 1.4% increase from 2021.

Over 41% of our U.S.

employee population is ethnically or racially diverse, with our representation of Black and African American employees reflecting 20% of our total U.S.

employee workforce, surpassing the U.S.

census by eight percentage points.

Approximately 30% of employees in managerial positions at XPO (manager or supervisor and above) in the U.S.

identify as ethnically or racially diverse.

50% of our 2022 managerial promotions were earned by ethnically or racially diverse employees, up from 45% in 2021.

Ethnically or racially diverse employees represent 23% of executive leadership positions (vice president and above), 29% of professional management roles, and 30% of operational management roles.

We are committed to transparency and promoting diversity of our workforce.

In 2022, we publicly disclosed our 2022 EEO-1 report on our website, and expect to publish our 2023 EEO-1 report in the second quarter of 2023.

In the U.S., less than 1% of our employees are represented by a union with employee-initiated union decertifications at several of our facilities in California, New York and New Jersey.

As of December 31, 2022, 85% of our employees in Europe are covered by a collective bargaining or similar agreement, a decrease of 3% from December 31, 2021.

Throughout 2022, we continued to make significant investments in direct employee communications, conducting both quarterly and annual engagement surveys and holding almost 3,000 roundtable discussions and safety and engagement committee meetings across our North American LTL network.

We continue to be responsive to employee feedback in developing new, and enhancing existing, programs and experiences that support our culture of respect, appreciation and opportunity.

Diversity, Equity and Inclusion (“DE&I”) .

We take pride in having an inclusive workplace that encourages a diversity of skills and perspectives.

We welcome employees of every gender identity, sexual orientation, race, ethnicity, national origin, religion, life experience and disability.

Our employees take inclusivity training through our XPO University e-learning portal, and we engage in academic partnerships that advance diversity in higher education;

these partnerships include our collaborations with Historically Black Colleges and Universities and the Hispanic Association of Colleges and Universities.

We celebrate Black history, women’s history, LGBTQ+ pride, Hispanic heritage, Native American heritage, Asian American heritage and military veterans, and we sponsor multicultural employee resource groups.

ESG Initiatives in Long-Term Incentives .

Our commitment to a culture of successive ESG achievements is demonstrated by our ESG scorecard, which defines more than 40 deliverables spanning a four-year period through 2023.

The scorecard deliverables are linked to 25% of our top executives’ long-term incentive compensation and organized into six categories tied to performance:

workforce and talent management, employee safety, sustainability, information security, diversity, equity and human capital management, and governance.

Goals include targets for turnover rates, gender and ethnic diversity growth in managerial positions, and DOT recordable preventable accident frequency.

By gender, approximately 14% of our global employees are women — this increases to 37% when excluding drivers, dockworkers and technicians.

In North America, 52% of our professional management positions are held by women, representing an increase of 2.9% from 2022.

We are continuing to make steady progress on being an employer of choice for employees of all races and backgrounds.

In 2023, 56% of our newly hired U.S.

employees self-identified as ethnically or racially diverse, representing a 1.4% increase from 2022, and approximately 43% 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 eight percentage points higher than the U.S.

population, based on the most recent census data.

Additionally, we continued to expand our pipeline of women and ethnically or racially diverse employees at the middle and senior management levels (manager or supervisor and above).

In our total workforce, the absolute number of females in managerial positions grew by 20% cumulatively from 2021 to 2023;

the absolute number of ethnically or racially diverse employees in managerial positions grew by 20% cumulatively in the same period.

Ethnically or racially diverse employees earned 34% of managerial promotions in 2023, up significantly from 9% in 2022, and held 17% of executive leadership positions (vice president and above), 28% of professional management roles and 31% of operational management roles.

XPO is committed to being transparent about the composition of our workforce.

We have publicly disclosed our 2023 EEO-1 report on our website, and expect to publish our 2024 EEO-1 report in the second quarter of this year.

As of December 31, 2023, none of our employees were represented by a union in the U.S.

and 85% of our employees in Europe were covered by a collective bargaining or similar agreement, consistent with our December 31, 2022 position.

Throughout 2023, we continued to make substantial investments in direct employee communications, conducting both quarterly and annual engagement surveys and holding approximately 8,000 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 our top priority, and we have numerous protocols in place to ensure a safe work environment.

We work to decrease occupational injuries and illnesses through our Road to Zero program.

Road to Zero instills safety and compliance awareness through education, mentoring, communication and on-the-job training.

As part of this safety program, we track accident-free miles and recognize XPO drivers who have achieved a million-mile safety milestone.

As of December 31, 2022, over 2,400 of our drivers have achieved the million-mile accident-free safety designation at XPO, with 252 drivers hitting this threshold in 2022.

Our 2022 milestones included our first driver to reach four million accident-free miles and the highest driver safety record in XPO’s history.

Further to our record on driver safety, our LTL driver training schools are led by veteran XPO drivers and reinforce our culture of safety.

In addition to physical well-being, we also 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 to ensure all employees feel welcome at work.

Employees are provided with multiple channels to report any incidents, including through our open door policy, which allows employees to speak with any supervisor, manager or member of the HR team.

Employees are also encouraged to report incidents anonymously through our EthicsPoint hotline or website.

We are diligent about prioritizing the physical and mental health of our employees, and have continued to improve our benefit offerings heading into 2023, including virtual physical therapy, “physicals on the go”, and improved employee assistance programs focused specifically on mental health support.

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, 2023, more than 2,475 of our LTL drivers have achieved a safety designation of at least one million accident-free miles, with 194 of these drivers meeting this threshold in 2023.

In 2022, we announced a landmark achievement by a driver on our team — our first driver to reach four million accident-free miles, 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 2024 benefit plans, we introduced new options for virtual physical therapy and “physicals on the go,” and enhanced our employee assistance programs specifically for mental health.

Employee Engagement and Development

At XPO, we regularly solicit feedback from our employees to gauge our progress, assess satisfaction and encourage constructive suggestions.

Each quarter, our executive leadership asks 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, in addition to holding regular roundtables and town halls.

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.

Our annual engagement survey of the North American LTL business and our quarterly engagement survey both yielded approximately 80% participation rate in 2022, and employee satisfaction scores rose to their highest historical levels.

Additionally, we foster career development at all levels to recruit and retain the best talent available.

Our career development infrastructure includes these areas of focus, among others:

In 2023, our annual engagement survey yielded a participation rate of over 80%, and employee satisfaction scores rose to their highest historical levels.

XPO was named a 2023 “Top Company for Women to Work for in Transportation” by the Women in Trucking Association, a 2024 “Top 25 Veteran Employer” by military.com, and one of “America’s Best Large Employers” by Forbes for the third time.

Additionally, we foster career development at all levels to recruit and retain high-caliber employees.

Our career development infrastructure includes these nine areas of focus, among others:

We tailor our recruitment efforts by geography and job function using an array of channels and recruiting partnerships.

This allows us to tailor our messaging to a diversity of candidates.

For example, we advertise open positions on recruitment websites designed to reach women, the LGBTQ+ community, Blacks and African Americans, Hispanics, military veterans and those who are disabled.

This enables us to reach a diversity of candidates with tailored messaging.

For example, we advertise open positions on recruitment websites designed to reach women, the LGBTQ+ community, Blacks and African Americans, Hispanics, military veterans and individuals with disabilities.

Our goal is to identify candidates who have the skills our customers need, or the desire to learn those skills.

In 2022, we partnered with Partnership for Your Success (“PaYS”) to attract military veterans and WorkFit, the Down’s Syndrome Association’s employment program, among others.

In 2023, 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, self-scheduled interviews, and pre-employment assessments to personalize the candidate experience for critical roles.

Candidates who connect with us can choose roles that best match their interests and do so at their convenience.

Our platform provides an efficient way for candidates to learn about XPO and our open positions, ensuring they choose roles that best match their interests and skill set, which then improves their onboarding experience and our employee retention rates.

Our hourly employee training program offers tailored skills development and mentoring for employees who aspire to grow into higher-paying positions with more responsibility.

The program includes partnership with a “Grow Ambassador,” who helps guide experiential learning experience, curated courses from XPO University, job shadowing and intermittent “skills inventories” to evaluate progress.

Grow at XPO is intended primarily to create opportunities for our hourly employees to ladder up to salaried positions.

Our executive training program for high-potential managers launched in North America in 2021.

It reflects our company’s commitment to promote from within and increase gender diversity in executive management roles.

This initiative provides cross-functional leadership experience via special projects, peer-to-peer collaboration and mentoring from XPO executives.

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.

Data from our new hire survey indicates that the majority of hourly employees join XPO for professional growth and learning opportunities.

The Grow at XPO program is structured to cultivate continuous learning for our hourly population — it includes development tracks that teach, for example, computer skills, safety knowledge, people skills, work-life integration and commercial driving fundamentals.

Employees are paid while completing the courses and are supported by on-site management and our field HR team.

As of December 31, 2023, 93% of employees who completed the Grow at XPO program have been retained.

XPO Accelerate.

Our entry to mid-level training program is designed as a bridge between Grow at XPO and XPO RISE, and was launched in North America in September 2022.

It prepares high-potential service center managers and support staff managers to be ready-now successors for director roles.

XPO Freight Management Training (“FMT”) Program .

Our newly launched FMT program prepares individuals for supervisor roles in the field.

Among our approximately 70 graduates this year, almost 56% were ethnically or racially diverse, almost 18% were female and over 26% formerly worked in the military.

XPO Graduate Programs (LTL) .

We maintain a strong “ready now” pipeline of future leaders for our operations by using blended learning techniques.

These programs are designed to develop internal candidates who demonstrate high potential in supervisory roles, preparing them to become site leaders.

The programs also help retain top talent by defining personalized development paths, and they attract new talent by differentiating XPO from our competitors.

Launched in September 2022, XPO Accelerate prepares high-potential service center, sales and support staff leaders to be “ready now” successors for director-level 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 over 60 supervisors in 2023, of which more than two-thirds were ethnically or racially diverse, or female.

Frontline Leadership Training.

XPO’s Freight Leadership Certification is part of a robust onboarding process for newly hired frontline leaders.

The program equips employees with fundamental skills to succeed in our operations, and offers weekly live, instructor-led training sessions to reinforce those skills.

Freight operations supervisors who complete all sessions and achieve certification have an 83% retention rate.

LTL Driver Training Schools.

XPO’s commercial truck driver training schools are essential to recruiting new drivers to XPO, as well as providing an avenue of career growth for XPO employees, such as our dockworkers.

We offer free tuition to attend our driver schools, along with pay during training and an opportunity to gain full-time employment after earning a CDL-A.

We also offer tuition reimbursement of up to $5,000 for any approved non-XPO driver training schools.

In 2022, we operated 130 driver training locations and graduated over 1,700 students.

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 2023, we graduated nearly 800 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 encompasses online and in-person programs, including JumpStart onboarding, management training and skills development.

In 2022, close to 1.7 million training hours were completed by our employees worldwide.

Our learning and development platform, XPO University, delivers approximately 25,000 online and in-person learning and assessment programs in areas such as onboarding, management training and professional skills development.

XPO University supports approximately 38,000 employees in North America and Europe, and tracks their progress.

In 2023, more than a million training hours were completed by our employees worldwide.

Expansive Total Rewards

Our total compensation package is instrumental to our rewarding workplace culture, and conveys our appreciation to employees for choosing XPO, including:

Competitive Wages.

Separate from our annual merit and hourly pay increases covering the broader employee population in North America, we extended numerous additional wage increases throughout 2022 to approximately 5,000 eligible employees in over 80 locations.

Additionally, in total across our North American LTL and European Transportation segments, we expanded our permanent employee population by 4% year-over-year with a net 1,384 new employees, as part of our ongoing investments in growth.

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 1,000 eligible LTL employees at over 35 locations received additional wage increases throughout 2023.

Further, across our North American and European operations, our ongoing investments in growth expanded our total permanent workforce by 1.4% year-over-year with a net 401 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, with many programs responsive to employee feedback.

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:

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• Family Bonding Policy:

Provides an additional six weeks of 100% paid time off for the primary caregiver of a newborn or newly adopted child, and 100% paid time off for two weeks for a secondary caregiver.

Provides 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:

Includes up to $5,250 annual reimbursement for continuing education, as well as academic discounts for more than 80 fields of online study and tuition-free commercial driver training.

Provides for up to $5,250 of annual reimbursement for continuing education, academic discounts in more than 80 fields of online study and tuition-free commercial driver training.

• Additional Benefits:

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

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 healthcare and risk insurances, employee assistance programs covering mental, physical and financial well-being, commercial driver training, vocational coaching and training, and a full flexible benefits program in the U.K.

Community Involvement

In 2022, there were hundreds of examples of our company and employees giving back, including renewed support of Truckers Against Trafficking, Soles4Souls and Elves & More, among others.

In Europe, XPO supported Over the Wall and expanded our 42-year partnership with the Tour de France through our selection as the official transport partner for the inaugural women’s competition, the Tour de France Femmes avec Zwift.

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 2023, our company served as 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 60,000 pairs of socks, and participated in the Pat Tillman Run.

Local teams from our North American LTL service centers helped Scouts complete their Trucking Merit Badge in Oregon, assisted Habitat for Humanity with a build in Wisconsin, and cleaned up trash in an Illinois community, as a few examples.

On the safety front, our employees take pride in XPO being the official transport partner for the Tour de France competition for 43 years.

Information about our Executive Officers

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Mario Harik 43 Chief Executive Officer

Carl Anderson 53 Chief Financial Officer

Kyle Wismans 40 Chief Financial Officer

David Bates 58 Chief Operating Officer

Wendy Cassity 48 Chief Legal Officer and Corporate Secretary

Brad Jacobs has served as XPO’s executive chairman since November 2022, and served as the Company’s chairman and chief executive officer from September 2011 through October 2022.

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Mario Harik has served as XPO’s chief executive officer since November 2022, after previously leading the Company’s North American less-than-truckload segment as president from October 2021 to October 2022.

Additionally, he served as XPO’s chief information officer from November 2011 to October 2022 and XPO’s chief customer officer from 2021 to 2022.

Additionally, he served as XPO’s chief information officer from November 2011 to October 2022 and XPO’s chief customer officer from February 2021 to January 2022.

Harik has led numerous technological developments for global transportation and logistics operations, built comprehensive technology organizations and consulted to Fortune 100 companies.

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Harik holds a master’s degree in engineering – information technology from Massachusetts Institute of Technology, and a degree in engineering – computer and communications from the American University of Beirut, Lebanon.

Carl Anderson has served as XPO’s chief financial officer since November 2022.

Prior to XPO, he served as senior vice president and chief financial officer of Meritor, Inc.

from March 2019 until October 2022.

Meritor is a premier global supplier to the commercial vehicle, transportation and industrial sectors.

Anderson’s prior positions with Meritor include group vice president of finance (March 2018 to March 2019);

vice president and treasurer (February 2012 to March 2018);

assistant treasurer (August 2009 to February 2012);

and director of capital markets (September 2006 to August 2009).

Earlier, he held leadership positions with General Motors Acceptance Corporation and First Chicago Corporation.

He holds a master’s degree in business administration from Wayne State University and a bachelor’s degree in economics from Michigan State University.

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.

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.

Wismans holds a degree in business administration from the University of Michigan, Stephen M.

Ross School of Business.

David Bates joined XPO as chief operating officer in 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.

Bates received his Bachelor's degree in Business Management from Junita College.

Wendy Cassity joined XPO in March 2023 as chief legal officer and corporate secretary.

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 & Emery, LLP and Cravath Swaine & Moore, LLP in their New York offices.

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 reports on Forms 10-K, 10-Q and 8-K, as well as specialized disclosure reports on Form SD, Proxy Statements on Schedule 14A and amendments to these materials.

Materials are available online as soon as reasonably practicable after we electronically submit them to the SEC.

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.

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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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business