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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): June 6, 2024
XPO,
INC.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-32172 |
|
03-0450326 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
Five
American Lane, Greenwich,
Connecticut 06831
(Address of principal executive offices)
(855)
976-6951
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.001 per share |
|
XPO |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). |
|
Emerging
growth company ¨ |
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 7.01. Regulation FD Disclosure
On June 6, 2024, XPO, Inc. (the “Company”)
issued a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for May 2024. A
copy of the press release is attached as Exhibit 99.1.
There was no change in the final operating metrics compared to the
preliminary operating metrics for the North American Less-Than-Truckload segment for the month of April 2024 provided in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
The information furnished in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any
filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically
incorporates any such information by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 6, 2024 |
XPO, INC. |
|
|
|
|
By: |
/s/ Kyle Wismans |
|
|
Kyle Wismans |
|
|
Chief Financial Officer |
Exhibit 99.1
XPO Provides
North American LTL Operating Data for May 2024
GREENWICH, Conn. – June 6,
2024 – XPO (NYSE: XPO), a leading provider of freight transportation in North
America, today reported certain preliminary LTL segment operating metrics for May 2024. LTL tonnage per day increased 2.4%,
as compared with May 2023, attributable to a year-over-year increase of 3.8% in shipments per day and a decrease of 1.4% in weight
per shipment. Actual results for May 2024 may vary from the preliminary results reported above.
Mario Harik, chief executive
officer of XPO, said, “We’re continuing to take profitable share in a soft freight market, with improved service quality
driving consistent above-market yield growth. Through May, our second quarter yield ex-fuel is tracking to a sequential improvement
from the first quarter.”
Harik continued, “Providing world
class service to our customers is a cornerstone of our growth strategy. We improved damage frequency again in May, while delivering a
3.8% year-over-year increase in shipments per day — the fourteenth consecutive month of positive performance. We’ll continue
to improve service quality and make investments that enhance our near-term profitability, while also accelerating our results when industry
demand rebounds.”
About XPO
XPO, Inc. (NYSE: XPO) is a leader
in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization
efficiently moves 18 billion pounds of freight per year, enabled by its proprietary technology. XPO serves approximately 52,000 customers
with 610 locations and 39,000 employees in North America and Europe, with headquarters in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.
Forward-looking Statements
This release includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,”
“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”
“predict,” “should,” “will,” “expect,” “objective,” “projection,”
“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”
“trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain
assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected
future developments, as well as other factors we believe are appropriate in the circumstances.
These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks
discussed in our filings with the SEC, and the following: the effects of business, economic, political, legal, and regulatory
impacts or conflicts upon our operations; supply chain disruptions and shortages, strains on production or extraction of raw
materials, cost inflation and labor and equipment shortages; our ability to align our investments in capital assets, including
equipment, service centers, and warehouses to our customers’ demands; our ability to implement our cost and revenue
initiatives; the effectiveness of our action plan, and other management actions, to improve our North American LTL business; our
ability to benefit from a sale, spin-off or other divestiture of one or more business units or to successfully integrate and realize
anticipated synergies, cost savings and profit opportunities from acquired companies; goodwill impairment; issues related to
compliance with data protection laws, competition laws, and intellectual property laws; fluctuations in currency exchange rates,
fuel prices and fuel surcharges; the expected benefits of the spin-offs of GXO Logistics, Inc. and RXO, Inc.; our ability
to develop and implement suitable information technology systems; the impact of potential cyber-attacks and information technology
or data security breaches or failures; our indebtedness; our ability to raise debt and equity capital; fluctuations in interest
rates; seasonal fluctuations; our ability to maintain positive relationships with our network of third-party transportation
providers; our ability to attract and retain key employees including qualified drivers; labor matters; litigation; and competition
and pricing pressures. We caution that our operating results for May 2024 are not necessarily indicative of the results that
may be expected for future periods.
All forward-looking statements set
forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments
anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on
us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not
undertake any obligation to update forward-looking statements except to the extent required by law.
Investor Contact
Brian Scasserra
+1-617-607-6429
brian.scasserra@xpo.com
Media Contact
Jaycie Cooper
+1-475-400-5003
jaycie.cooper@xpo.com
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