36 unchanged sentences
Our company-specific action plan to enhance network efficiencies and drive growth in our North American LTL business, and other management actions to improve our North American LTL business, may not be effective or timely, and may not improve our results of operations or cash flow from operations as planned.
−Removed: We have undertaken a company-specific action plan to enhance network operating efficiencies and drive growth in our North American LTL business, including by, among other actions, growing yield by providing best-in-class customer service and enhancing business mix, expanding our tractor fleet, increasing production capacity of our trailer manufacturing facility, investing in the door count in our network of service center facilities, and driving cost efficiencies through, among other actions, insourcing linehaul from third-party transportation providers and improving productivity.
+Added: We have undertaken a company-specific action plan to enhance network operating efficiencies and drive growth in our North American LTL business, including by, among other actions, growing yield by providing best-in-class customer service and enhancing business mix, expanding our tractor fleet, managing the production capacity of our trailer manufacturing facility, investing in the door count in our network of service center facilities, and driving cost efficiencies through, among other actions, insourcing linehaul from third-party transportation providers and improving productivity.
The effectiveness and timeliness of these actions, which are and will be costly, and other management actions to improve our North American LTL business, may not result in the expected improvements in our results of operations or cash flow from operations in our North American LTL business.
6 unchanged sentences
Failure to successfully implement our cost and revenue initiatives could cause our future financial results to suffer.
−Removed: We are implementing various cost and revenue initiatives to further increase our profitability, including advanced pricing analytics and revenue management tools, cross-selling to strategic accounts, LTL process improvements, workforce productivity, European margin expansion, global procurement and further back-office optimization.
+Added: We are implementing various cost and revenue initiatives to further increase our profitability, including advanced pricing analytics and revenue management tools, LTL process improvements, workforce productivity, European margin expansion, global procurement and further back-office optimization.
If we are not able to successfully implement these cost and revenue initiatives, our future financial results may suffer.
20 unchanged sentences
The diversification of our revenues, costs and cash flows will diminish as a result of a sale or other divestiture of our European business, and our ability to fund capital expenditures, investments and service our debt may be diminished.
−Removed: We may also incur ongoing costs and
−Removed: retain certain liabilities that were previously allocated to entities that are sold or otherwise divested.
+Added: We may also incur ongoing costs and retain certain liabilities that were previously allocated to entities that are sold or otherwise divested.
Those costs may exceed our estimates or could diminish the benefits we expect to realize.
4 unchanged sentences
If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.
−Removed: At December 31, 2023, we had $1.5 billion of goodwill on our consolidated balance sheet.
+Added: At December 31, 2024, we had approximately $1.5 billion of goodwill on our consolidated balance sheet.
Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.
2 unchanged sentences
For a discussion of our goodwill impairment testing, see “Critical Accounting Policies and Estimates - Evaluation of Goodwill” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
−Removed: We have recently experienced changes in management and our future success will depend in part on our ability to manage these transitions successfully.
−Removed: We have experienced recent changes in management, including our chief executive officer, chief financial officer, chief operating officer, and a number of our other executive and non-executive officers.
−Removed: Changes in management have the potential to disrupt our business, and any such disruption could adversely affect our operations, growth, financial condition and results of operations.
−Removed: Further, new members of management may have different perspectives on our operations and opportunities for our business, which may cause us to reduce or change the emphasis on the vision for our company.
−Removed: Our success is dependent upon our ability to attract and retain qualified management in a highly competitive environment.
−Removed: Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly at the executive level.
−Removed: We may face difficulty in attracting, retaining and compensating key talent for a number of reasons, including competitive market conditions and the need to align the vision of a new executive team with our Board of Directors’ vision for our company.
−Removed: Replacing departing executives or directors can involve organizational disruption and uncertainty.
−Removed: If we fail to manage this transition successfully, we could experience significant delays or difficulty in the achievement of our strategic objectives and our business, financial condition and results of operations could be materially and adversely harmed.
Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.
36 unchanged sentences
We frequently incur costs related to snow and ice removal, towing and other maintenance activities during winter months.
+Added: Our activities in the southern United States are particularly susceptible to the occurrence of hurricanes and tropical storms and, depending on where any particular hurricane or tropical storm makes landfall, our properties and operations could experience significant damage and disruptions.
At least some of our operations are constantly at risk of extreme adverse weather conditions.
2 unchanged sentences
In the U.S., various approaches are being proposed or adopted at the federal, state, and local government levels.
−Removed: These efforts could lead to additional costs on the Company now or in the future, including increased fuel and other capital or operational costs, compliance costs, or additional legal requirements on the Company.
−Removed: In addition to the potential for additional GHG regulation or incentives, enhanced corporate, public, and stakeholder awareness of climate change could affect the Company's reputation or customer demand such as customers requesting more fuel-efficient transportation or increased transparency to carbon emissions in their supply chains.
+Added: These efforts could lead to additional compliance costs or operational disruption now or in the future, including increased fuel and other capital or operational costs or additional legal requirements on the Company.
+Added: In addition to the potential for additional GHG regulation or incentives, enhanced corporate, public, and stakeholder attention to fuel-efficiency and emissions transparency could impact the Company’s reputation or require the Company to provide additional GHG related disclosures.
Climate change concerns and GHG regulatory efforts could also affect the Company's customers themselves.
−Removed: Any of these factors, individually or combined with one or more factors, or other unforeseen factors or other impacts of climate change, could affect the Company and have an effect on our business, operations, or financial condition.
−Removed: Our reputation could be harmed if we fail to satisfy evolving stakeholder expectations regarding environmental, social and governance matters.
−Removed: Companies across all industries are facing scrutiny from stakeholders related to ESG matters, including practices and disclosures related to environmental stewardship;
−Removed: social responsibility;
−Removed: diversity, equity and inclusion;
−Removed: and workplace rights.
−Removed: If we are unable to meet stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately, our reputation could be negatively impacted.
−Removed: In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on ESG matters.
−Removed: If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions, they may reconsider their investment in our company.
−Removed: As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, including the SEC’s recently proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
−Removed: Any failure or perceived failure, whether or not valid, to pursue or fulfill our ESG expectations or to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation.
+Added: Any of these factors, individually or combined with one or more factors, or other unforeseen factors or other impacts of climate change, could affect the Company and have an adverse effect on our business, operations, or financial condition.
+Added: Our reputation could be harmed if we fail to satisfy evolving stakeholder expectations regarding environmental and social matters.
+Added: Companies across all industries have faced scrutiny from stakeholders related to environmental and social matters, including practices and disclosures related to carbon emissions and diversity, equity and inclusion.
+Added: If we are unable to meet stakeholder expectations, or if we are perceived to have not responded appropriately, our reputation could be negatively impacted or we could be the target of litigation.
+Added: In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on environmental and social matters.
+Added: If, as a result of their assessment of our environmental and social practices, certain investors are unsatisfied with our actions, they may reconsider their investment in our company.
Risks related to Our Use of Technology
22 unchanged sentences
We also may not discover the occurrence of any of the events described above for a significant period of time after the event occurs.
−Removed: These risks, as well as the number and frequency of cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries.
+Added: These risks, as well as the number and frequency of
+Added: cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries.
+Added: We operate a robust information security program that includes:
+Added: access control tools;
+Added: detection and response tools;
+Added: security awareness, penetration testing, vulnerability management, and incident response programs;
+Added: data encryption;
+Added: formal risk management, including 3rd party risk management;
+Added: and cyber insurance.
We depend on and interact with the information technology networks and systems of third parties for many aspects of our operations, including our customers and service providers such as cloud service providers and third-party delivery services.
11 unchanged sentences
Further, the delay or failure to implement information system upgrades and new systems effectively could disrupt our business, distract management’s focus and attention from our business operations, and increase our implementation and operating costs, any of which could negatively impact our operations and operating results.
−Removed: Also, due to recent advances in technology and well-known efforts on the part of computer hackers and cyber-terrorists to breach data security of companies, we face risks associated with potential failure to adequately protect critical corporate, customer and employee data, which, if released, could adversely impact our customer and employee relationships, our reputation, and even violate privacy laws.
+Added: Also, due to recent advances in technology and well-known efforts on the part of computer hackers and cyber-terrorists to breach the data security of companies, we face risks associated with the potential failure to adequately protect critical corporate, customer and employee data, which, if released, could adversely impact our customer and employee relationships, our reputation, and even violate privacy laws.
Recently, regulatory and enforcement focus on data protection has heightened in the United States and abroad, particularly in the EU.
19 unchanged sentences
Further debt financing may involve restrictive covenants and could reduce our profitability.
−Removed: We currently have investment grade credit ratings for our secured debt, however, we may not be able to maintain these ratings or obtain investment grade credit ratings for our unsecured debt or corporate ratings.
+Added: We currently have investment grade credit ratings for our secured debt, however, we may not be able to maintain these ratings or obtain investment grade credit ratings for our unsecured debt.
Without investment grade credit ratings, we incur increased interest expense and borrowing costs and may have reduced access to financial markets to obtain additional debt financing or refinance our existing debt, potentially adversely affecting our financial condition and results of operations.
4 unchanged sentences
Our financial position may be affected by fluctuations in interest rates since the ABL Facility, Term Loan Facility and Receivables Securitization Program are subject to floating interest rates.
−Removed: Refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for
−Removed: the impact on interest expense of a hypothetical 1% increase in the interest rate.
+Added: Refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for the impact on interest expense of a hypothetical 1% increase in the interest rate.
Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control.
12 unchanged sentences
Our LTL services in North America and Europe and our full truckload services in Europe are conducted primarily with employee drivers.
−Removed: Our industry is currently experiencing and may, in the future, experience intense competition for qualified drivers in the transportation industry due to a shortage of drivers.
+Added: Our industry may experience intense competition for qualified drivers in the transportation industry due to a shortage of drivers.
The availability of qualified drivers may be affected from time to time by changing workforce demographics, competition from other transportation companies and industries for employees, the availability and affordability of driver training schools, changing industry regulations, and the demand for drivers in the labor market.
−Removed: If the current industry-wide shortage of qualified drivers continues, our global LTL operations and our European truckload operation could experience difficulty in attracting and retaining enough qualified drivers to fully satisfy customer demand.
+Added: If an industry-wide shortage of qualified drivers occurs, our global LTL operations and our European truckload operation could experience difficulty in attracting and retaining enough qualified drivers to fully satisfy customer demand.
During periods of increased competition in the labor market for drivers, our LTL and full truckload operations may be required to increase driver compensation and benefits in the future to attract and retain a sufficient number of qualified drivers or face difficulty meeting customer demand, all of which could adversely affect our profitability.
Additionally, a shortage of drivers could result in the underutilization of our truck fleet, lost revenue, increased costs for purchased transportation or increased costs for driver recruitment.
−Removed: If we are unable to retain our key employees, our business, results of operations and financial position could be adversely affected.
−Removed: Our success will continue to depend upon the experience and leadership of our key employees.
−Removed: In that regard, the loss of the services of any of our key personnel could have a material adverse effect on our financial condition, results of operations and liquidity if we are unable to secure replacement personnel who have sufficient experience in our industry and in the management of our business.
−Removed: The competition for these employees is intense and the labor market is tight.
−Removed: The loss of key personnel, the inability to attract, timely hire and retain key employees with critical technical skills, or unforeseen difficulties associated with the transition of key employees, could negatively impact our business.
+Added: If we are unable to attract and retain management talent and key employees, our business, results of operations and financial position could be adversely affected.
+Added: Our success is dependent upon our ability to attract and retain qualified management in a highly competitive environment and the experience and leadership of our key employees.
+Added: Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly at the executive level.
+Added: We may face difficulty in attracting, retaining and compensating key talent for a number of reasons, including competitive market conditions.
+Added: Replacing departing executives, directors or other key personnel can involve organizational disruption and uncertainty.
+Added: If we fail to attract and retain management talent and key employees or fail to manage integration of new management talent or key employees successfully, we could experience significant delays or difficulty in the achievement of our strategic objectives and our business, financial condition and results of operations could be materially and adversely harmed.
Our business may be materially adversely affected by labor disputes.
−Removed: Our business in the past has been, and in the future could be, adversely affected by strikes and labor negotiations at seaports, labor disputes between railroads and their union employees, or by a work stoppage at one or more railroads or local trucking companies servicing rail or port terminals.
−Removed: Strikes and work stoppages also could occur at our own
+Added: Our business could be adversely affected by strikes and labor negotiations at seaports, labor disputes between railroads and their union employees, or by a work stoppage at one or more railroads or local trucking companies servicing rail or port terminals.
+Added: Strikes and work stoppages also could occur at our own facilities.
Port shutdowns and similar disruptions to major points in national or international transportation networks, most of which are beyond our control, could result in terminal embargoes, disrupt equipment and freight flows, depress volumes and revenues, increase costs and have other negative effects on our operations and financial results.
10 unchanged sentences
As of December 31, 2024, our employees had voted against union representation in 19 of the 28 union elections held since 2014.
−Removed: In May 2020, LTL technicians at our Gary Hammond, IN shop ratified a contract negotiated between XPO and the Machinists union.
−Removed: In November 2021, the Gary Hammond facility lease expired and XPO closed that shop and the contract was therefore rendered null and void.
−Removed: In July 2021, LTL drivers and dockworkers at our Miami, FL service center and drivers at our Trenton, NJ service center ratified contracts negotiated between XPO and the Teamsters.
−Removed: Less than a year later, in April 2022, the Teamsters disclaimed interest in the Trenton, NJ service center and no longer represent our employees in Trenton.
−Removed: In June 2023, Miami employees submitted a decertification petition and voted to remove the Teamsters union.
−Removed: In 2019, a majority of employees at our LTL service centers in Laredo, TX and Aurora, IL, voted to decertify the Teamsters as the employees’ representative.
−Removed: In December 2020, a majority of employees at our LTL service center in Cinnaminson, NJ also voted to decertify the Teamsters as their bargaining representative.
−Removed: Since August 2021, the Teamsters disclaimed interest in five of our LTL locations, including Bakersfield, CA, Los Angeles, CA, Trenton, NJ, Albany, NY and most recently, King of Prussia, PA.
−Removed: Since 2014, the Teamsters have withdrawn seven petitions seeking elections on behalf of LTL employees prior to the election being held, and the Machinists withdrew one petition for an LTL election on behalf of a small group of shop employees.
−Removed: Today, none of the Company’s employees in the U.S.
−Removed: are represented by a union or subject to a collective bargaining agreement.
−Removed: In January 2022, LTL employees at our Trenton, NJ service center filed a deauthorization petition with the National Labor Relations Board seeking to withdraw the authority of the Teamsters to require union employees to pay union dues to retain their XPO jobs.
−Removed: The employees voted to remove the requirement that they pay dues and then, in April 2022, the Teamsters disclaimed interest in representing employees in Trenton, NJ .
−Removed: The White House Task Force on Worker Organizing and Empowerment released a report on February 7, 2022, with numerous pro-labor recommendations regarding, among others, federal government support of union organizing efforts.
−Removed: There can be no assurance that increased government regulation and enforcement in this area will not increase our costs or have an adverse effect on our results of operations, cash flows and business.
+Added: As of December 31, 2024, none of our employees were represented by a union in North America, consistent with our December 31, 2023 position.
We cannot predict with certainty whether further organizing efforts may result in the unionization of any additional locations in the U.S.
If union efforts are successful, these efforts may impact costs and efficiencies at the specific locations where representation is elected and have an adverse effect on our results of operations, cash flows and business.
−Removed: Risks related to the Spin-Offs
−Removed: We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-offs of GXO or RXO and may be required to indemnify GXO or RXO for certain liabilities.
−Removed: Although we believe that separating our logistics segment and tech-enabled broker transportation platform into stand-alone, publicly traded companies (the “Spin-offs”) has provided financial, operational and other benefits to us and our stockholders, we cannot provide assurance that we will achieve the full strategic and financial benefits expected from the spin-offs.
−Removed: If we do not realize the intended benefits of the spin-offs, we could suffer a material adverse effect on our business, financial conditions, results of operations and cash flows.
−Removed: Pursuant to the separation and distribution agreements and certain other agreements between XPO and GXO and XPO and RXO, each party agrees to indemnify the other for certain liabilities, in each case for uncapped amounts.
−Removed: Indemnities that we may be required to provide GXO and RXO are not subject to any cap, may be significant and could negatively impact our business.
−Removed: Third parties could also seek to hold us responsible for any of the liabilities that GXO or RXO has agreed to retain.
−Removed: Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operating business.
−Removed: Further, the indemnities from GXO or RXO for our benefit may not be sufficient to protect us against the full amount of such liabilities, and GXO or RXO may not be able to fully satisfy its indemnification obligations.
−Removed: Moreover, even if we ultimately succeed in recovering from GXO or RXO any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves.
−Removed: Each of these risks could negatively affect our business, results of operations and financial condition.
−Removed: If the spin-offs of GXO and/or RXO, together with certain related transactions, do not qualify as transactions that are generally tax-free for U.S.
−Removed: federal income tax purposes, XPO and XPO stockholders could be subject to significant tax liabilities.
−Removed: In addition, if certain internal restructuring transactions were to fail to qualify as transactions that are generally tax-free for U.S.
−Removed: federal or non-U.S.
−Removed: income tax purposes, we could be subject to significant tax liabilities.
−Removed: In connection with the spin-offs of GXO and RXO, we received opinions from outside counsel regarding the qualification of each spin-off, together with certain related transactions, as a “reorganization” within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code.
−Removed: The opinions of counsel were based upon and relied on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of XPO, GXO, and RXO, including those relating to the past and future conduct of each company.
−Removed: If any of these facts, assumptions, representations, statements or undertakings was, or becomes, inaccurate or incomplete, or if XPO, GXO, or RXO breaches any of its representations or covenants contained in the separation agreement and certain other agreements and documents or in any documents relating to the related opinion of counsel, the opinion of counsel may be invalid, and the conclusions reached therein could be jeopardized.
−Removed: Notwithstanding receipt of the opinion of counsel, there can be no assurance that the U.S.
−Removed: Internal Revenue Service (the “IRS”) will not assert that either spin-off and/or certain related transactions do not qualify for tax-free treatment for U.S.
−Removed: federal income tax purposes or that a court would not sustain such a challenge.
−Removed: In the event the IRS were to prevail with such challenge, XPO and XPO stockholders could be subject to significant U.S.
−Removed: federal income tax liability.
Risks related to Litigation and Regulations
We are involved in multiple lawsuits and are subject to various claims that could result in significant expenditures and impact our operations.
−Removed: The nature of our business exposes us to the potential for various types of claims and litigation, including matters related to commercial disputes, labor and employment, workers’ compensation, personal injury, cargo and other property damage, environmental liability, insurance coverage, securities and other matters, including with respect to claims asserted under various other theories of agency or employer liability.
+Added: The nature of our business exposes us to the potential for various types of claims and litigation, including matters related to commercial disputes, labor and employment, workers’ compensation, personal injury, cargo and other property damage, product liability, environmental liability, insurance coverage, securities and other matters, including with respect to claims asserted under various other theories of agency or employer liability.
Claims against us may exceed the amount of insurance coverage that we have or may not be covered by insurance at all.
−Removed: Businesses that we acquire also increase our exposure to litigation.
−Removed: Material increases in the frequency or severity of vehicular accidents, liability claims or workers’ compensation claims, or the unfavorable resolution of claims, or our failure to recover, in full or in part, under indemnity provisions with third-party transportation providers, could materially and adversely affect our operating results.
+Added: Businesses that we acquire may also increase our exposure to litigation.
+Added: Material increases in the frequency or severity of vehicular accidents, liability claims or workers’ compensation claims, or the unfavorable resolution of claims, or our failure to recover, in full or in part, under subrogation or indemnity provisions with third-party transportation providers, could materially and adversely affect our operating results.
Our involvement in the transportation of certain goods, including but not limited to hazardous materials, could also increase our exposure in the event that we or one of our third-party transportation providers is involved in an accident resulting in injury or contamination.
−Removed: In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability.
+Added: In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims and industry-wide factors affecting insurance availability and cost could reduce our profitability.
Under some agreements, we maintain the inventory of our customers, some of which may be significant in value.
−Removed: Our failure to properly handle and safeguard such inventory exposes us to potential claims and expenses.
+Added: Our failure to properly handle and safeguard such inventory, or damages occurring as a result of acts of God, exposes us to potential claims and expenses.
An increase in the number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on us.
We use a combination of self-insurance programs and purchased insurance to provide for the costs of employee medical, vehicular collision and accident, cargo loss and damage, property damage, and workers’ compensation claims.
−Removed: Our estimated liability for self-retained insurance claims reflects certain actuarial assumptions and judgments, which are subject to a degree of variability.
+Added: Our estimated liability for self-retained insurance claims reflects certain actuarial assumptions and judgments, which are subject to a degree of variability and uncertainty.
We reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience.
−Removed: Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult.
−Removed: This inherent difficulty, along with legal expenses, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.
+Added: Estimating the number and severity of claims, as well as related potential judgment or settlement amounts, is inherently difficult.
+Added: inherent difficulty, along with legal expenses, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.
Our operating results could be adversely affected if any of the following were to occur:
(i) the number or the severity of claims increases;
−Removed: (ii) we are required to accrue or pay additional amounts because claims prove to be more severe than our original assessment;
−Removed: or (iii) claims exceed our coverage amounts.
+Added: (ii) we are required to accrue or pay additional amounts because claims as they develop prove to be more severe than our initial assessment;
+Added: or (iii) claims exceed our coverage.
Accordingly, our ultimate results may differ from our estimates, which could result in losses over our reserved amounts.
9 unchanged sentences
In addition to being subject to volatility associated with interest rates, our postretirement medical plan remains subject to volatility associated with actuarial assumptions and trends in healthcare costs.
−Removed: Any of the aforementioned factors could lead to
−Removed: a significant increase in the expense of these plans and a deterioration in the solvency of these plans, which could significantly increase our contribution requirements.
+Added: Any of the aforementioned factors could lead to a significant increase in the expense of these plans and a deterioration in the solvency of these plans, which could significantly increase our contribution requirements.
As a result, we are unable to predict the effect on our financial statements associated with our defined benefit pension plans and our postretirement medical plan.
14 unchanged sentences
These licenses permit us to provide services as a motor carrier and property broker.
−Removed: In addition, we are subject to regulations and requirements promulgated by the DOT, EPA, FMCSA, DHS, CBP, Canada Border Services Agency and various other international, domestic, state and local agencies and port authorities.
+Added: In addition, we are subject to regulations and requirements promulgated by the DOT, EPA,
+Added: FMCSA, DHS, CBP, Canada Border Services Agency and various other international, domestic, state and local agencies and port authorities.
Certain of our businesses engage in the transportation of hazardous materials, the movement, handling and accidental discharge of which are highly regulated.
−Removed: Our failure to maintain the required licenses, or to comply with applicable regulations, could have a material adverse impact on our business and results of operations.
+Added: Our failure to obtain or maintain the required licenses, or to comply with applicable regulations, could have a material adverse impact on our business and results of operations.
See the “Regulation” section under Item 1, “Business” for more information.
−Removed: In 2021, the EPA announced a series of regulations to be implemented to decrease emissions from new heavy-duty vehicles and, in 2022, finalized new stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines.
−Removed: In December 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.
−Removed: CARB’s Advanced Clean Truck regulation is designed to ensure that zero-emission vehicles are brought to market in California and regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales.
−Removed: 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.
+Added: In 2021, the EPA announced a series of regulations to be implemented to decrease emissions from new heavy-duty vehicles and, in 2022 and 2024, finalized new stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines.
+Added: In December 2021, CARB adopted its Advanced Clean Truck regulation requiring manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales.
At this point, there are virtually no zero-emissions vehicles widely available that are suitable replacements for current technology used in less-than-truckload operations.
3 unchanged sentences
We are unable to predict the impact that recently enacted and future regulations may have on our business.
−Removed: In particular, it is difficult to predict which,
−Removed: and in what form, FMCSA regulations may be modified or enforced, and what impact these regulations may have on motor carrier operations.
+Added: In particular, it is difficult to predict which, and in what form, EPA, CARB and FMCSA regulations may be modified or enforced, and what impact these regulations may have on motor carrier and less-than-truckload operations.
If higher costs are incurred by us as a result of future changes in regulations, or by third-party transportation providers who pass increased costs on to us, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers.
−Removed: Furthermore, political conditions may increase the level of intensity of regulations that impact our business, may require changes to our operating practices, may influence demand for our services, or may require us to incur significant additional costs, any of which could negatively impact our business.
+Added: Furthermore, political conditions at the federal, state, or local levels may alter the regulations that impact our business, may require changes to our operating practices, may influence demand for our services, or may require us to incur significant additional costs, any of which could negatively impact our business.
Failure to comply with trade compliance and anti-corruption laws and regulations applicable to our operations could expose us to potential fines, criminal sanctions, or reputational harm.
9 unchanged sentences
Our failure to comply with anti-corruption laws and regulations could result in monetary fines and penalties, criminal sanctions against us, our officers, or our employees, restrictions on the conduct of our business, and reputational harm.
+Added: We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-offs of GXO or RXO.
+Added: Although we believe that separating our logistics segment and tech-enabled broker transportation platform into stand-alone, publicly traded companies (the “Spin-offs”) has provided financial, operational and other benefits to us and our stockholders, we cannot provide assurance that we will achieve the full strategic and financial benefits expected from the Spin-offs.
+Added: If we do not realize the intended benefits of the Spin-offs, we could suffer a material adverse effect on our business, financial conditions, results of operations and cash flows.
+Added: If the spin-offs of GXO and/or RXO, together with certain related transactions, do not qualify as transactions that are generally tax-free for U.S.
+Added: federal income tax purposes, XPO and XPO stockholders could be subject to significant tax liabilities.
+Added: In addition, if certain internal restructuring transactions were to fail to qualify as transactions that are generally tax-free for U.S.
+Added: federal or non-U.S.
+Added: income tax purposes, we could be subject to significant tax liabilities.
+Added: In connection with the spin-offs of GXO and RXO, we received opinions from outside counsel regarding the qualification of each spin-off, together with certain related transactions, as a “reorganization” within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code.
+Added: The opinions of counsel were based upon and relied on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of XPO, GXO, and RXO, including those relating to the past and future conduct of each company.
+Added: If any of these facts, assumptions, representations, statements or undertakings was, or becomes, inaccurate or incomplete, or if XPO, GXO, or RXO breaches any of its representations or covenants contained in the separation agreement and certain other agreements and documents or in any documents relating to the related opinion of counsel, the opinion of counsel may be invalid, and the conclusions reached therein could be jeopardized.
+Added: Notwithstanding receipt of the opinion of counsel, there can be no assurance that the U.S.
+Added: Internal Revenue Service (the “IRS”) will not assert that either spin-off and/or certain related transactions do not qualify for tax-free treatment for U.S.
+Added: federal income tax purposes or that a court would not sustain such a challenge.
+Added: In the event the IRS were to prevail with such challenge, XPO and XPO stockholders could be subject to significant U.S.
+Added: federal income tax liability.
INDUSTRY RISK
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