What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-07 compared with 2024-02-08 · 122 added, 130 removed, 215 unchanged (54% of the section changed)

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We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe.

As of December 31, 2023, we had approximately 38,000 employees and 596 locations in 17 countries serving approximately 52,000 customers.

As of December 31, 2024, we had approximately 38,000 employees serving approximately 55,000 customers through 614 locations in 17 countries.

Our company has two reportable segments:

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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 an established competitive landscape.

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 is one of the largest LTL networks in North America, with approximately 9% share of the U.S.

market, estimated to be $52 billion in 2023.

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.

We provide approximately 36,000 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 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.

For the full year 2024, 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.

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

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.

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

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

Since implementing 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 previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), completed in December 2023.

As of December 31, 2024, we had opened 23 of these acquired locations.

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

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

In 2024, we produced over 4,400 trailers and continued to invest in training commercial drivers at our 130 XPO driver schools.

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

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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 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.

We serve an extensive base of customers in 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, full truckload brokerage, managed transportation, last mile, freight forwarding, warehousing and, increasingly, multimodal solutions customized for our customers, such as road-rail and road-short sea combinations.

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.

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.

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.

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In our North American LTL business, the caliber of our technology is mission-critical to our success;

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

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

it optimizes pricing, linehaul, pickup-and-delivery and dock operations — 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 2024, we moved approximately 18 billion pounds of freight 815 million miles, including moving linehaul freight an average of 2.6 million miles a day.

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We use XPO Smart® to improve our labor in a safe, disciplined and cost-effective manner.

XPO Connect® is our fully automated, cloud-based digital platform for transportation procurement used by our European operations — it encompasses our Freight Optimizer system, shipper interface, pricing engine, carrier interface and our Drive XPO® mobile app for carriers.

When our customers in Europe have freight to move, XPO Connect® tracks the freight movement from end-to-end with the optimal transportation provider, giving us a key lever to earn customer loyalty and share.

The “XPO” trademark, service mark, and trade name are essential to our business and critical to our success.

XPO, XPO Smart, XPO Connect, 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.

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.

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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.

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, our European business was awarded the prestigious EcoVadis Gold Medal for its 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, biogas and electricity;

deploying cleaner fuels where practical, such as natural gas, biodiesel, 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 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.

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, we bolstered our North American fleet with the addition of over 1,400 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 4.1 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 98% compliant with Euro 6 standards, and we have a natural gas-powered fleet of more 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” home deliveries.

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 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 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.

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., we purchased nine all-electric trucks for use in our operations in California.

In Europe we have more than 75 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.

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 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 network resources, technological innovations, process and cost efficiencies and reliable outcomes.

Our services are both highly responsive to customer goals, such as mitigating environmental impacts over time, and proactive in identifying potential improvements.

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

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:

We have instilled a culture that defines success as mutually beneficial results for our company and our customers.

Our comprehensive growth plan in North America focuses on four levers 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 have made considerable progress in each of these areas since launching our growth plan in the fourth quarter of 2021, and we see significant potential for further improvements:

• 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.

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

In the fourth quarter of 2024, we delivered a damage claims ratio of 0.2%, 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, approximately two-thirds of our capital expenditures were deployed to increase the capacity of our fleet — we added more than 4,400 trailers and 2,300 tractors, including sleeper cab trucks for linehaul insourcing.

Our average tractor age at year-end 2024 was 4.1 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.

Since the launch of our growth plan in late 2021, we have added more than 15,500 trailers and 4,700 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 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.

Our full-year yield growth of 7.8%, compared with 2023, 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 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.

For the full year 2024, we lowered our cost of third-party purchased transportation by over 32% compared with 2023.

These cost savings were driven by reducing the number of outsourced linehaul miles as a percentage of total linehaul miles to 14.7% 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 of 2024, we accelerated this initiative, reducing the number of outsourced linehaul miles as a percentage of total linehaul miles to 10.7%.

We expect that the investments we are making in capacity will further enhance our service quality, network fluidity and productivity, thereby accelerating cost efficiencies.

Customers and Markets

We provide services to approximately 52,000 customers ranging in size from small, entrepreneurial businesses to Fortune 500 companies.

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 — in 2023, we generated approximately 59% of our revenue in the U.S., 17% in France, 12% in the U.K.

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 a presence 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, we generated approximately 60% of our revenue in North America, almost entirely in the U.S., 16% in France, 13% in the U.K.

and 11% in the rest of Europe.

The diversification of our customer base minimizes concentration risk.

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.

Globally, in 2024, our top five customers combined accounted for approximately 7% of revenue, with the largest customer accounting for less than 3% of revenue.

In our North American LTL segment, in 2024, our top five customers combined accounted for approximately 10% of revenue, with the largest customer accounting for less than 4% 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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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.

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.

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 invest in the business is a compelling competitive strength of XPO — it ensures that we deliver what our customers value:

reliable capacity, technological solutions and problem-solving expertise.

Strategically, this positions us to capitalize quickly in an upcycle, with substantial operating leverage built in, and accelerate profitable market share gains.

For example, while a freight recession in North America hampered demand for LTL services throughout 2024, and continues to do so, we believe that we are positioned to onboard significantly more freight when market conditions improve, due to our investments in network expansion.

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.

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 also indirectly when they regulate third-party transportation providers we arrange and/or contract with to transport freight for our customers.

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.

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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”).

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.

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

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Food and Drug Administration (“FDA”), the U.S.

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.

In foreign jurisdictions where we operate, our operations are regulated by the appropriate governmental authorities.

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 matters affecting safety or operating methods.

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.

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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.

In the past, we have been responsible for the cost to clean up diesel fuel spills caused by traffic accidents or other events, and none of these incidents materially affected our business or operations.

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.

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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.

Additionally, we believe that many of our customers experience lower post-holiday 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.

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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 North America, 50% of our professional management positions are held by women, representing a decrease of 2.0% from 2023.

In 2024, 52% 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.

employees self-identified as ethnically or racially diverse, representing a 4% decrease from 2023, 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.

employees who self-identified as Black or African American, which is seven 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 28% cumulatively from 2021 to 2024;

the absolute number of ethnically or racially diverse employees in managerial positions grew by 26% 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.

Ethnically or racially diverse employees earned 35% of managerial promotions in 2024, up from 34% in 2023, and held 20% of executive leadership positions (vice president and above), 28% of professional management roles and 31% of operational management roles.

We have publicly disclosed our 2024 EEO-1 report on our website, and expect to publish our 2025 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.

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.

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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.

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.

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.

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Based on employee feedback, we develop action plans at the business unit and facility levels to implement targeted improvements.

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.

XPO was named a 2024 “Top Company for Women to Work for in Transportation – Elite 30” by the Women in Trucking Association, a 2024 “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 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 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 career development infrastructure includes the following areas of focus, among others:

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 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.

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.

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.

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.

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.

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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.

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 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.

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.

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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.

In 2024, we graduated over 650 students from our LTL driver training locations.

Maintenance Training.

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XPO University .

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.

Our learning and development platform, XPO University, delivers approximately 21,000 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, 420,000 training hours were completed by our employees worldwide.

Expansive Total Rewards

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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 two weeks of 100% paid time off for a secondary caregiver.

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:

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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.

In 2024, 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 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.

We supported homeless shelters by donating more than 64,000 pairs of socks, donated more than $115,000 worth of schools supplies to local kids across our network, and sponsored Pat’s Run to support the Pat Tillman Foundation.

On the safety front, our employees take pride in XPO being the official transport partner for the Tour de France competition for 44 years.

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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.

Jacobs led the spin-offs of GXO Logistics, Inc.

and RXO, Inc.

from XPO as separate public companies and has served as non-executive chairman of GXO and RXO from August 2021 and November 2022, respectively.

Additionally, he is the managing member of Jacobs Private Equity, LLC.

Jacobs led the spin-offs of GXO and RXO from XPO as separate public companies and has served as non-executive chairman of GXO and RXO from August 2021 and November 2022, respectively.

Also, since June 2024, Mr.

Jacobs has served as chairman and chief executive officer of QXO, Inc., a publicly traded company.

Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC.

Prior to XPO, Mr.

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He served as chairman and chief executive officer of United Waste Systems from 1989 to 1997.

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.

Mario Harik has served as XPO’s chief executive officer and a director since November 2022, after previously leading the Company’s North American LTL 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 February 2021 to January 2022.

Harik has served as a director of QXO, Inc.

since June 2024.

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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Ross School of Business.

David Bates joined XPO as chief operating officer in April 2023.

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.

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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.

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.

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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