XPO (NYSE: XPO) today announced its financial results
for the fourth quarter 2022. Revenue was $1.83 billion for the
quarter, compared with $1.77 billion for the same period in
2021.
The company reported a net loss from continuing
operations attributable to common shareholders of $36 million for
the fourth quarter 2022, or a diluted loss from continuing
operations per share of $0.31, compared with net income from
continuing operations attributable to common shareholders of $47
million, or diluted earnings from continuing operations per share
of $0.40, for the same period in 2021. The fourth quarter 2022 net
loss includes three impacts primarily related to the RXO spin-off
completed in November: i) a $64 million non-cash goodwill
impairment charge related to European Transportation, which became
a new segment of XPO, requiring goodwill to be evaluated on a
disaggregated basis; ii) $42 million of transaction and integration
costs; and iii) $35 million of restructuring charges.
Adjusted net income from continuing operations
attributable to common shareholders, a non-GAAP financial measure,
increased to $113 million for the fourth quarter, compared with $74
million for the same period in 2021. Adjusted diluted earnings from
continuing operations per share (“adjusted EPS”), a non-GAAP
financial measure, was $0.98 for the fourth quarter, compared with
$0.64 for the same period in 2021.
Adjusted earnings before interest, taxes,
depreciation and amortization (“adjusted EBITDA”), a non-GAAP
financial measure, increased to $262 million for the fourth
quarter, compared with $190 million for the same period in
2021.
For the fourth quarter 2022, the company generated
$196 million of cash flow from operating activities and $107
million of free cash flow, a non-GAAP financial measure.
Reconciliations of non-GAAP financial measures
used in this release are provided in the attached financial
tables.
CEO Comments
Mario Harik, chief executive officer of XPO,
said, “In the fourth quarter, we reported solid revenue growth
and strong year-over-year increases in adjusted EBITDA, adjusted
EPS and free cash flow. Our North American LTL business achieved a
26% increase in operating income and a 20% increase in adjusted
EBITDA. We’re pleased that we delivered over $1 billion of LTL
adjusted EBITDA for our shareholders in 2022, exceeding our
target.
“Our growth plan for LTL is to invest in capacity
ahead of demand and earn market share by providing best-in-class
service. In the fourth quarter, we grew tonnage and shipment count
year-over-year at a time when the industry saw these metrics
decline. Yield came in at the low end of our outlook, reflecting a
strategic change in channel mix that we believe will be a tailwind
for both volume and yield as freight demand improves. In January,
our tonnage was up year-over-year and trended better than typical
seasonality.”
Harik continued, “We’re excited by the strong
trajectory we’ve created, and the tangible ways we're strengthening
our positioning. In LTL, our employee satisfaction was up sharply
to the highest rating in more than a decade. In Europe, the
business is continuing to perform above expectations. We’re
confident that we’ll achieve our long-term LTL outlook and deliver
superior shareholder value."
Results by Business
Segment
Fourth Quarter 2022 Summary Segment Results |
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Three months ended December 31, |
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Revenue |
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Operating Income (Loss) |
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Adjusted EBITDA(1) |
(in millions) |
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2022 |
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2021 |
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2022 |
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2021 |
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2022 |
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2021 |
North American Less-Than-Truckload Segment |
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$ |
1,093 |
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$ |
1,006 |
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$ |
172 |
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$ |
137 |
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$ |
252 |
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$ |
210 |
European Transportation Segment |
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738 |
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766 |
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(60) |
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(3) |
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39 |
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39 |
Corporate |
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- |
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- |
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(108) |
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(68) |
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(29) |
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(59) |
Total(2) |
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$ |
1,831 |
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$ |
1,772 |
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$ |
4 |
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$ |
66 |
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$ |
262 |
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$ |
190 |
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Year ended December 31, |
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Revenue |
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Operating Income (Loss) |
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Adjusted EBITDA(1) |
(in millions) |
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2022 |
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2021 |
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2022 |
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2021 |
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2022 |
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2021 |
North American Less-Than-Truckload Segment |
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$ |
4,645 |
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$ |
4,125 |
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$ |
703 |
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$ |
619 |
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$ |
1,012 |
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$ |
906 |
European Transportation Segment |
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3,073 |
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3,077 |
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(34) |
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2 |
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169 |
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165 |
Corporate |
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- |
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- |
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(292) |
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(309) |
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(184) |
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(259) |
Total(2) |
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$ |
7,718 |
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$ |
7,202 |
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$ |
377 |
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$ |
312 |
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$ |
997 |
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$ |
812 |
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(1) Reconciliations of adjusted EBITDA are provided in the
attached financial tables |
(2) See the Non-GAAP Financial Measures section in this
release |
- North American
Less-Than-Truckload (LTL): The segment generated revenue
of $1.09 billion for the fourth quarter 2022, compared
with $1.01 billion for the same period in 2021. Yield, excluding
fuel, increased by 1.4% year-over-year, reflecting a strategic
change in channel mix; and tonnage increased by 0.9%, driven by a
1.5% increase in shipment count. Operating income for the
segment was $172 million for the fourth quarter 2022, compared with
$137 million for the same period in 2021. Adjusted EBITDA for
the fourth quarter 2022 was $252 million, compared with $210
million for the same period in 2021. Adjusted EBITDA reflects a $55
million gain on the sale of real estate in the fourth quarter 2022,
compared with a $35 million gain for the same period in 2021.
Excluding real estate sales in both periods, LTL adjusted EBITDA
grew year-over-year by 13%. The fourth quarter 2022 operating ratio
for North American LTL was 84.2%. Excluding real estate sales, the
adjusted operating ratio improved by 60 basis points to
87.1%.
- European Transportation: Revenue for the segment was $738
million for the fourth quarter 2022, compared with $766 million for
the same period in 2021. The year-over-year decrease in
revenue was due to unfavorable foreign currency exchange. In
constant currency, revenue in the quarter increased year-over-year
by 9%. Fourth quarter 2022 operating loss for the segment was
$60 million, compared with an operating loss of $3 million for the
same period in 2021. Adjusted EBITDA was $39 million for the fourth
quarters in both 2022 and 2021. The fourth quarter operating loss
includes a $64 million non-cash goodwill impairment charge related
to a change in the company’s segment structure following the RXO
spin-off. Prior to the spin-off, the European transportation
business was a single reporting unit and goodwill was evaluated for
impairment at that level. Following the spin-off, the European
transportation business is comprised of four reporting units and
impairment testing is required to be performed on a disaggregated
basis for each of the new reporting units.
- Corporate: Corporate expense was $108 million for the
fourth quarter 2022, compared with $68 million for the same period
in 2021. Corporate adjusted EBITDA was an expense of $29 million
for the fourth quarter 2022, compared with an expense of $59
million for the same period in 2021. The decrease in corporate
adjusted EBITDA expense was due primarily to a $32 million
reduction in SG&A expense as the company continued to
rationalize overhead following the RXO spin-off.
Full Year 2022 Financial
Results
For the full year 2022, the company reported total
revenue of $7.7 billion, compared with $7.2 billion for
2021. Net income from continuing operations attributable to
common shareholders was $184 million for 2022, compared with $96
million for 2021. Operating income was $377 million for 2022,
compared with $312 million for 2021. Diluted earnings from
continuing operations per share was $1.59 for 2022, compared with
$0.83 for 2021.
Adjusted EBITDA for 2022 was $997 million,
compared with $812 million for 2021. Adjusted net income from
continuing operations attributable to common shareholders for the
full year 2022 was $408 million, compared with $222 million
for 2021. Adjusted EPS was $3.53 for 2022, compared with $1.94 for
2021.
Liquidity
As of December 31, 2022, the company had $930
million of total liquidity, including $460 million of cash and cash
equivalents and approximately $470 million of borrowing
capacity. On February 6, 2023, the company extended the maturity of
its ABL facility by two years to April 2026.
Conference Call
The company will hold a conference call on
Thursday, February 9, 2023, at 8:30 a.m. Eastern Time. Participants
can call toll-free (from US/Canada) 1-877-269-7756; international
callers dial +1-201-689-7817. A live webcast of the conference will
be available on the investor relations area of the company’s
website, xpo.com/investors. The conference will be archived
until March 9, 2023. To access the replay by phone, call toll-free
(from US/Canada) 1-877-660-6853; international callers dial
+1-201-612-7415. Use participant passcode 13735446.
About XPO
XPO (NYSE: XPO) is one of the largest providers of
asset-based less-than-truckload (LTL) transportation in North
America, with proprietary technology that moves goods efficiently
through its network. Together with its business in Europe, XPO
serves approximately 48,000 customers with 554 locations and
38,000 employees. The company is headquartered in Greenwich,
Conn., USA. Visit xpo.com for more information, and
connect with XPO
on Facebook, Twitter, LinkedIn, Instagram and YouTube.
Non-GAAP Financial
Measures
As required by the rules of the Securities and
Exchange Commission (“SEC”), we provide reconciliations of the
non-GAAP financial measures contained in this press release to the
most directly comparable measure under GAAP, which are set forth in
the financial tables attached to this press release.
XPO’s non-GAAP financial measures in this press
release include: adjusted earnings before interest, taxes,
depreciation and amortization (“adjusted EBITDA”) on a consolidated
basis and for corporate and intersegment eliminations; adjusted
EBITDA margin on a consolidated basis; adjusted net income from
continuing operations attributable to common shareholders and
adjusted diluted earnings from continuing operations per share
(“adjusted EPS”); free cash flows; adjusted operating income
(including and excluding gains on real estate transactions) for our
North American less-than-truckload segment; adjusted operating
ratio (including and excluding gains on real estate
transactions) for our North American less-than-truckload
segment; adjusted EBITDA excluding gains on real estate
transactions for our North American less-than-truckload segment;
and constant currency revenue growth for our European
Transportation segment.
We believe that the above adjusted financial
measures facilitate analysis of our ongoing business operations
because they exclude items that may not be reflective of, or are
unrelated to, XPO and its business segments’ core operating
performance, and may assist investors with comparisons to prior
periods and assessing trends in our underlying businesses. Other
companies may calculate these non-GAAP financial measures
differently, and therefore our measures may not be comparable to
similarly titled measures of other companies. These non-GAAP
financial measures should only be used as supplemental measures of
our operating performance.
Adjusted EBITDA, adjusted EBITDA margin, adjusted
net income from continuing operations attributable to common
shareholders and adjusted EPS include adjustments for transaction
and integration costs, as well as restructuring costs and other
adjustments as set forth in the attached tables. Transaction and
integration adjustments are generally incremental costs that result
from an actual or planned acquisition, divestiture or spin-off and
may include transaction costs, consulting fees, stock-based
compensation, retention awards, and internal salaries and wages (to
the extent the individuals are assigned full-time to integration
and transformation activities) and certain costs related to
integrating and converging IT systems. Restructuring costs
primarily relate to severance costs associated with business
optimization initiatives. Management uses these non-GAAP financial
measures in making financial, operating and planning decisions and
evaluating XPO’s and each business segment’s ongoing
performance.
We believe that free cash flow is an important
measure of our ability to repay maturing debt or fund other uses of
capital that we believe will enhance stockholder value. We
calculate free cash flow as net cash provided by operating
activities from continuing operations, less payment for purchases
of property and equipment plus proceeds from sale of property and
equipment. We believe that adjusted EBITDA and adjusted EBITDA
margin improve comparability from period to period by removing the
impact of our capital structure (interest and financing expenses),
asset base (depreciation and amortization), goodwill impairment
charge, tax impacts and other adjustments as set out in the
attached tables that management has determined are not reflective
of core operating activities and thereby assist investors with
assessing trends in our underlying businesses. We believe that
adjusted net income from continuing operations attributable to
common shareholders and adjusted EPS improve the comparability of
our operating results from period to period by removing the impact
of certain costs and gains that management has determined are not
reflective of our core operating activities, including amortization
of acquisition-related intangible assets, transaction and
integration costs, restructuring costs and other adjustments as set
out in the attached tables. We believe that adjusted operating
income and adjusted operating ratio improve the comparability of
our operating results from period to period by (i) removing the
impact of certain transaction and integration costs and
restructuring costs, as well as amortization expenses and (ii)
including the impact of pension income incurred in the reporting
period as set out in the attached tables. We believe that constant
currency revenue growth improves the comparability of our revenue
from period to period by adding foreign exchange rates to our
reported revenue.
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. However, the absence of these words does not mean
that the statements are not forward-looking. These forward-looking
statements are based on certain assumptions and analyses made by 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 our ability to
achieve the expected benefits of the spin-off of RXO, the risks
discussed in our filings with the SEC, and the following: economic
conditions generally; the severity, magnitude, duration and
aftereffects of the COVID-19 pandemic, including supply chain
disruptions due to plant and port shutdowns and transportation
delays, the global shortage of certain components such as
semiconductor chips, strains on production or extraction of raw
materials, cost inflation and labor and equipment shortages, which
may lower levels of service, including the timeliness, productivity
and quality of service, and government responses to these factors;
our ability to align our investments in capital assets, including
equipment, service centers, and warehouses and other network
facilities, 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 or other divestiture
of one or more business units; our ability to successfully
integrate and realize anticipated synergies, cost savings and
profit improvement opportunities with respect to acquired
companies; goodwill impairment, including in connection with a
business unit sale or other divestiture; matters related to our
intellectual property rights; fluctuations in currency exchange
rates; fuel price and fuel surcharge changes; natural disasters,
terrorist attacks, wars or similar incidents, including the
conflict between Russia and Ukraine and increased tensions between
Taiwan and China; the impact of the prior spin-offs of GXO and RXO
on the size and business diversity of our company; the ability of
the spin-off of a business unit to qualify for tax-free treatment
for U.S. federal income tax purposes; our ability to develop and
implement suitable information technology systems and prevent
failures in or breaches of such systems; our indebtedness; our
ability to raise debt and equity capital; fluctuations in fixed and
floating interest rates; our ability to maintain positive
relationships with our network of third-party transportation
providers; our ability to attract and retain qualified drivers;
labor matters; litigation; risks associated with our self-insured
claims; risks associated with defined benefit plans for our current
and former employees; the impact of potential sales of common stock
by our chairman; governmental regulation, including trade
compliance laws, as well as changes in international trade
policies, sanctions and tax regimes; governmental or political
actions, including the United Kingdom’s exit from the European
Union; and competition and pricing pressures.
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 to reflect subsequent events or
circumstances, changes in expectations or the occurrence of
unanticipated events, except to the extent required by law.
Investor ContactTavio
Headley+1-203-413-4006tavio.headley@xpo.com
Media ContactKarina
Frayter+1-203-484-8303karina.frayter@xpo.com
XPO, Inc. |
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Consolidated Statements of Income (Loss) |
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(Unaudited) |
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(In millions, except per share data) |
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Three Months Ended |
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Years Ended |
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December 31, |
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December 31, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue |
$ |
1,831 |
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$ |
1,772 |
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$ |
7,718 |
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$ |
7,202 |
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Cost of transportation and services (exclusive of depreciation and
amortization) |
|
1,179 |
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|
1,168 |
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4,945 |
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4,604 |
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Direct operating expense (exclusive of depreciation and
amortization) |
|
249 |
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|
256 |
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1,154 |
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|
1,090 |
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Sales, general and administrative expense |
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155 |
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172 |
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678 |
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756 |
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Depreciation and amortization expense |
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103 |
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96 |
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392 |
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385 |
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Goodwill impairment |
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64 |
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- |
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64 |
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- |
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Transaction and integration costs |
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42 |
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11 |
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58 |
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36 |
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Restructuring costs |
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35 |
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3 |
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50 |
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19 |
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Operating income |
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4 |
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66 |
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|
377 |
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|
312 |
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Other income |
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(13) |
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(15) |
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(55) |
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(60) |
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Debt extinguishment loss |
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13 |
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- |
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39 |
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|
54 |
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Interest expense |
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32 |
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|
35 |
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|
135 |
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|
211 |
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Income (loss) from continuing operations before income tax
provision (benefit) |
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(28) |
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46 |
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|
258 |
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|
107 |
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Income tax provision (benefit) |
|
8 |
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(1) |
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74 |
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|
11 |
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Income (loss) from continuing
operations |
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(36) |
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|
47 |
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|
184 |
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|
96 |
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Income (loss) from discontinued operations, net of taxes |
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(58) |
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|
75 |
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|
482 |
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|
245 |
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Net income (loss) |
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(94) |
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|
122 |
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|
666 |
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|
341 |
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Net income from discontinued operations attributable to
noncontrolling interests |
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- |
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- |
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- |
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(5) |
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Net income (loss) attributable to XPO |
$ |
(94) |
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$ |
122 |
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$ |
666 |
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$ |
336 |
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Net income (loss) attributable to common
shareholders |
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Continuing operations |
$ |
(36) |
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$ |
47 |
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$ |
184 |
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$ |
96 |
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Discontinued operations |
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(58) |
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|
75 |
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|
482 |
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|
240 |
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Net income (loss) attributable to common shareholders |
$ |
(94) |
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$ |
122 |
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$ |
666 |
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$ |
336 |
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Basic earnings (loss) per share attributable to common
shareholders (1) |
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Continuing operations |
$ |
(0.31) |
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$ |
0.40 |
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$ |
1.60 |
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$ |
0.85 |
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Discontinued operations |
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(0.50) |
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|
0.66 |
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|
4.19 |
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|
2.14 |
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Basic earnings (loss) per share attributable to common
shareholders |
$ |
(0.81) |
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$ |
1.06 |
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$ |
5.79 |
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$ |
2.99 |
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Diluted earnings (loss) per share attributable to common
shareholders (1) |
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|
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Continuing operations |
$ |
(0.31) |
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$ |
0.40 |
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$ |
1.59 |
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$ |
0.83 |
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Discontinued operations |
|
(0.50) |
|
|
0.65 |
|
|
4.17 |
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|
2.10 |
|
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Diluted earnings (loss) per share attributable to common
shareholders |
$ |
(0.81) |
|
$ |
1.05 |
|
$ |
5.76 |
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$ |
2.93 |
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Weighted-average common shares outstanding |
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Basic weighted-average common shares outstanding |
|
115 |
|
|
115 |
|
|
115 |
|
|
112 |
|
|
Diluted weighted-average common shares outstanding |
|
115 |
|
|
116 |
|
|
116 |
|
|
114 |
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(1) The sum of quarterly earnings (loss) per share may not
equal year-to-date amounts due to differences in the
weighted-average number of shares outstanding during the respective
periods. |
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XPO, Inc. |
Consolidated Balance Sheets |
(Unaudited) |
(In millions, except per share data) |
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December 31, |
|
December 31, |
|
2022 |
|
2021 |
ASSETS |
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Current assets |
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Cash and cash equivalents |
$ |
460 |
|
$ |
228 |
Accounts receivable, net of allowances of $43 and $36,
respectively |
|
954 |
|
|
908 |
Other current assets |
|
199 |
|
|
219 |
Current assets of discontinued operations |
|
17 |
|
|
1,332 |
Total current assets |
|
1,630 |
|
|
2,687 |
Long-term assets |
|
|
|
|
|
Property and equipment, net of $1,679 and $1,526 in accumulated
depreciation, respectively |
|
1,832 |
|
|
1,675 |
Operating lease assets |
|
719 |
|
|
697 |
Goodwill |
|
1,472 |
|
|
1,594 |
Identifiable intangible assets, net of $392 and $347 in accumulated
amortization, respectively |
|
407 |
|
|
470 |
Other long-term assets |
|
209 |
|
|
231 |
Long-term assets of discontinued operations |
|
- |
|
|
1,363 |
Total long-term assets |
|
4,639 |
|
|
6,030 |
Total assets |
$ |
6,269 |
|
$ |
8,717 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable |
$ |
521 |
|
$ |
519 |
Accrued expenses |
|
774 |
|
|
822 |
Short-term borrowings and current maturities of long-term debt |
|
59 |
|
|
58 |
Short-term operating lease liabilities |
|
107 |
|
|
107 |
Other current liabilities |
|
30 |
|
|
58 |
Current liabilities of discontinued operations |
|
16 |
|
|
984 |
Total current liabilities |
|
1,507 |
|
|
2,548 |
Long-term liabilities |
|
|
|
|
|
Long-term debt |
|
2,473 |
|
|
3,513 |
Deferred tax liability |
|
319 |
|
|
247 |
Employee benefit obligations |
|
93 |
|
|
122 |
Long-term operating lease liabilities |
|
606 |
|
|
596 |
Other long-term liabilities |
|
259 |
|
|
272 |
Long-term liabilities of discontinued operations |
|
- |
|
|
281 |
Total long-term liabilities |
|
3,750 |
|
|
5,031 |
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
Common stock, $0.001 par value; 300 shares authorized; 115 issued
and outstanding |
|
|
|
|
|
as of December 31, 2022 and 2021 |
|
- |
|
|
- |
Additional paid-in capital |
|
1,238 |
|
|
1,179 |
Retained earnings (accumulated deficit) |
|
(4) |
|
|
43 |
Accumulated other comprehensive loss |
|
(222) |
|
|
(84) |
Total equity |
|
1,012 |
|
|
1,138 |
Total liabilities and equity |
$ |
6,269 |
|
$ |
8,717 |
XPO, Inc. |
Consolidated Statements of Cash Flows |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
Cash flows from operating activities of continuing
operations |
|
|
|
|
|
Net income |
$ |
666 |
|
$ |
341 |
Income from discontinued operations, net of taxes |
|
482 |
|
|
245 |
Income from continuing operations |
|
184 |
|
|
96 |
Adjustments to reconcile income from continuing operations
to net cash from operating activities |
|
|
|
|
|
|
Depreciation, amortization and net lease activity |
|
392 |
|
|
385 |
|
Goodwill impairment |
|
64 |
|
|
- |
|
Stock compensation expense |
|
77 |
|
|
31 |
|
Accretion of debt |
|
16 |
|
|
18 |
|
Deferred tax expense |
|
80 |
|
|
7 |
|
Debt extinguishment loss |
|
39 |
|
|
54 |
|
Gains on sales of property and equipment |
|
(60) |
|
|
(72) |
|
Other |
|
31 |
|
|
1 |
Changes in assets and liabilities |
|
|
|
|
|
|
Accounts receivable |
|
(100) |
|
|
(171) |
|
Other assets |
|
(3) |
|
|
23 |
|
Accounts payable |
|
62 |
|
|
98 |
|
Accrued expenses and other liabilities |
|
42 |
|
|
20 |
Net cash provided by operating activities from continuing
operations |
|
824 |
|
|
490 |
Cash flows from investing activities of continuing
operations |
|
|
|
|
|
|
Payment for purchases of property and equipment |
|
(521) |
|
|
(269) |
|
Proceeds from sale of property and equipment |
|
88 |
|
|
131 |
|
Proceeds from settlement of cross currency swaps |
|
29 |
|
|
- |
|
Other |
|
- |
|
|
(3) |
Net cash used in investing activities from continuing
operations |
|
(404) |
|
|
(141) |
Cash flows from financing activities of continuing
operations |
|
|
|
|
|
|
Repayment of borrowings related to securitization program |
|
- |
|
|
(24) |
|
Repurchase of debt |
|
(1,068) |
|
|
(2,769) |
|
Proceeds from borrowings on ABL facility |
|
275 |
|
|
- |
|
Repayment of borrowings on ABL facility |
|
(275) |
|
|
(200) |
|
Repayment of debt and finance leases |
|
(61) |
|
|
(80) |
|
Payment for debt issuance costs |
|
- |
|
|
(5) |
|
Issuance of common stock |
|
- |
|
|
384 |
|
Change in bank overdrafts |
|
(20) |
|
|
- |
|
Payment for tax withholdings for restricted shares |
|
(27) |
|
|
(28) |
|
Distribution from RXO and GXO spins, net |
|
312 |
|
|
794 |
|
Other |
|
3 |
|
|
(5) |
Net cash used in financing activities from continuing
operations |
|
(861) |
|
|
(1,933) |
Cash flows from discontinued operations |
|
|
|
|
|
|
Operating activities of discontinued operations |
|
8 |
|
|
231 |
|
Investing activities of discontinued operations |
|
649 |
|
|
(136) |
|
Financing activities of discontinued operations |
|
(1) |
|
|
(301) |
Net cash provided by (used in) discontinued
operations |
|
656 |
|
|
(206) |
Effect of exchange rates on cash, cash equivalents and restricted
cash |
|
(18) |
|
|
(2) |
Net increase (decrease) in cash, cash equivalents and
restricted cash |
|
197 |
|
|
(1,792) |
Cash, cash equivalents and restricted cash, beginning of
period |
|
273 |
|
|
2,065 |
Cash, cash equivalents and restricted cash, end of
period |
|
470 |
|
|
273 |
Less: Cash, cash equivalents and restricted cash of
discontinued operations, end of period |
|
- |
|
|
35 |
Cash, cash equivalents and restricted cash of continuing
operations, end of period |
$ |
470 |
|
$ |
238 |
North American Less-Than-Truckload Segment |
|
|
Summary Financial Table |
|
|
(Unaudited) |
|
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
|
|
|
2022 |
|
2021 |
|
Change % |
|
2022 |
|
2021 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (excluding fuel surcharge revenue) |
$ |
851 |
|
$ |
840 |
|
1.3% |
|
$ |
3,631 |
|
$ |
3,493 |
|
4.0% |
|
|
Fuel surcharge revenue |
|
242 |
|
|
166 |
|
45.8% |
|
|
1,014 |
|
|
632 |
|
60.4% |
|
|
Revenue |
|
1,093 |
|
|
1,006 |
|
8.6% |
|
|
4,645 |
|
|
4,125 |
|
12.6% |
|
|
Salaries, wages and employee benefits |
|
521 |
|
|
474 |
|
9.9% |
|
|
2,079 |
|
|
1,909 |
|
8.9% |
|
|
Purchased transportation |
|
106 |
|
|
118 |
|
-10.2% |
|
|
499 |
|
|
452 |
|
10.4% |
|
|
Fuel and fuel-related taxes |
|
103 |
|
|
75 |
|
37.3% |
|
|
424 |
|
|
282 |
|
50.4% |
|
|
Other operating expenses |
|
102 |
|
|
123 |
|
-17.1% |
|
|
601 |
|
|
556 |
|
8.1% |
|
|
Depreciation and amortization |
|
64 |
|
|
58 |
|
10.3% |
|
|
239 |
|
|
227 |
|
5.3% |
|
|
Rents and leases |
|
24 |
|
|
21 |
|
14.3% |
|
|
92 |
|
|
79 |
|
16.5% |
|
|
Transaction and integration costs |
|
1 |
|
|
- |
|
NM |
|
|
3 |
|
|
1 |
|
200.0% |
|
|
Restructuring costs |
|
- |
|
|
- |
|
0.0% |
|
|
5 |
|
|
- |
|
NM |
|
|
Operating income |
|
172 |
|
|
137 |
|
25.5% |
|
|
703 |
|
|
619 |
|
13.6% |
|
|
Operating ratio (1) |
|
84.2% |
|
|
86.4% |
|
|
|
|
84.9% |
|
|
85.0% |
|
|
|
|
Other income (2) |
|
15 |
|
|
15 |
|
|
|
|
60 |
|
|
58 |
|
|
|
|
Amortization expense |
|
8 |
|
|
8 |
|
|
|
|
34 |
|
|
34 |
|
|
|
|
Transaction and integration costs |
|
1 |
|
|
- |
|
|
|
|
3 |
|
|
1 |
|
|
|
|
Restructuring costs |
|
- |
|
|
- |
|
|
|
|
5 |
|
|
- |
|
|
|
|
Adjusted operating income (3) |
$ |
196 |
|
$ |
160 |
|
22.5% |
|
$ |
805 |
|
$ |
712 |
|
13.1% |
|
|
Adjusted operating ratio (3) (4) |
|
82.0% |
|
|
84.2% |
|
|
|
|
82.7% |
|
|
82.7% |
|
|
|
|
Depreciation expense |
|
56 |
|
|
50 |
|
12.0% |
|
|
205 |
|
|
193 |
|
6.2% |
|
|
Other |
|
- |
|
|
- |
|
NM |
|
|
2 |
|
|
1 |
|
100.0% |
|
|
Adjusted EBITDA (5) |
$ |
252 |
|
$ |
210 |
|
20.0% |
|
$ |
1,012 |
|
$ |
906 |
|
11.7% |
|
|
Adjusted EBITDA margin (6) |
|
23.1% |
|
|
20.9% |
|
|
|
|
21.8% |
|
|
22.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on real estate transactions |
|
(55) |
|
|
(35) |
|
|
|
|
(55) |
|
|
(62) |
|
|
|
|
Adjusted EBITDA, excluding gains on real estate
transactions (3) |
|
197 |
|
|
175 |
|
12.6% |
|
$ |
957 |
|
$ |
844 |
|
13.4% |
|
|
Adjusted operating income, excluding gains on real estate
transactions (3) |
$ |
141 |
|
$ |
125 |
|
12.8% |
|
$ |
750 |
|
$ |
650 |
|
15.4% |
|
|
Adjusted operating ratio, excluding gains on real estate
transactions (3) (4) |
|
87.1% |
|
|
87.7% |
|
|
|
|
83.9% |
|
|
84.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM - Not meaningful. |
|
|
Effective in the fourth quarter of 2022, the financial results of
the Company's trailer manufacturing operations are reported in the
North American Less-Than-Truckload segment and prior period results
have been recast to reflect the current presentation. |
|
|
(1) Operating ratio is calculated as (1 - (Operating income
divided by Revenue)). |
|
|
(2) Other income primarily consists of pension income. |
|
|
(3) See the “Non-GAAP Financial Measures” section of the press
release. |
|
|
(4) Adjusted operating ratio is calculated as (1 - (Adjusted
operating income divided by Revenue)); adjusted operating margin is
the inverse of adjusted operating ratio |
|
|
(5) Adjusted EBITDA is used by our chief operating decision
maker to evaluate segment profit (loss) in accordance with ASC
280. |
|
|
(6) Adjusted EBITDA margin is calculated as Adjusted EBITDA
divided by Revenue. |
|
|
Note: Effective in the first quarter 2023, the Company expects
making the following changes: (i) adjusted operating income to
exclude pension income and (ii) both adjusted EBITDA and adjusted
operating income to reflect an allocation of incremental corporate
costs annually, with approximately $80 million for full year
2023. |
|
|
|
|
North American Less-Than-Truckload |
Summary Data Table |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
|
2022 |
|
2021 |
|
Change % |
|
2022 |
|
2021 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pounds per day (thousands) |
|
67,996 |
|
|
67,372 |
|
0.9% |
|
|
70,163 |
|
|
71,739 |
|
-2.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipments per day |
|
48,622 |
|
|
47,910 |
|
1.5% |
|
|
49,257 |
|
|
50,392 |
|
-2.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average weight per shipment (in pounds) |
|
1,398 |
|
|
1,406 |
|
-0.6% |
|
|
1,424 |
|
|
1,424 |
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue per shipment |
$ |
368.27 |
|
$ |
343.49 |
|
7.2% |
|
$ |
373.10 |
|
$ |
324.94 |
|
14.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue per hundredweight (including fuel surcharges) |
$ |
27.03 |
|
$ |
24.93 |
|
8.4% |
|
$ |
26.90 |
|
$ |
23.30 |
|
15.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue per hundredweight (excluding fuel surcharges) |
$ |
21.19 |
|
$ |
20.90 |
|
1.4% |
|
$ |
21.18 |
|
$ |
19.80 |
|
7.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average length of haul (in miles) |
|
832.3 |
|
|
843.1 |
|
|
|
|
831.1 |
|
|
839.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average load factor (1) |
|
23,099 |
|
|
23,309 |
|
-0.9% |
|
|
23,718 |
|
|
24,018 |
|
-1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average age of tractor fleet (years) |
|
5.90 |
|
|
5.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of working days |
|
61.0 |
|
|
61.0 |
|
|
|
|
252.5 |
|
|
251.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Total average load factor equals freight pound miles
divided by total linehaul miles. |
Note: Table excludes the Company's trailer manufacturing
operations. |
European Transportation Segment |
Summary Financial Table |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
|
2022 |
|
2021 |
|
Change % |
|
2022 |
|
2021 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
738 |
|
$ |
766 |
|
-3.7% |
|
$ |
3,073 |
|
$ |
3,077 |
|
-0.1% |
Cost of transportation and services |
|
544 |
|
|
576 |
|
-5.6% |
|
|
2,291 |
|
|
2,286 |
|
0.2% |
Direct operating expense |
|
99 |
|
|
98 |
|
1.0% |
|
|
401 |
|
|
404 |
|
-0.7% |
Sales, general and administrative expense |
|
56 |
|
|
51 |
|
9.8% |
|
|
211 |
|
|
221 |
|
-4.5% |
Depreciation and amortization |
|
32 |
|
|
35 |
|
-8.6% |
|
|
128 |
|
|
140 |
|
-8.6% |
Goodwill impairment |
|
64 |
|
|
- |
|
NM |
|
|
64 |
|
|
- |
|
NM |
Transaction and integration costs |
|
1 |
|
|
8 |
|
-87.5% |
|
|
6 |
|
|
14 |
|
-57.1% |
Restructuring costs |
|
2 |
|
|
1 |
|
100.0% |
|
|
6 |
|
|
10 |
|
-40.0% |
Operating income (loss) |
$ |
(60) |
|
$ |
(3) |
|
NM |
|
$ |
(34) |
|
$ |
2 |
|
NM |
Other expense |
|
- |
|
|
(2) |
|
|
|
|
(1) |
|
|
(1) |
|
|
Depreciation and amortization |
|
32 |
|
|
35 |
|
|
|
|
128 |
|
|
140 |
|
|
Goodwill impairment |
|
64 |
|
|
- |
|
|
|
|
64 |
|
|
- |
|
|
Transaction and integration costs |
|
1 |
|
|
8 |
|
|
|
|
6 |
|
|
14 |
|
|
Restructuring costs |
|
2 |
|
|
1 |
|
|
|
|
6 |
|
|
10 |
|
|
Adjusted EBITDA (1) |
$ |
39 |
|
$ |
39 |
|
0.0% |
|
$ |
169 |
|
$ |
165 |
|
2.4% |
Adjusted EBITDA margin (2) |
|
5.2% |
|
|
5.2% |
|
|
|
|
5.5% |
|
|
5.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM - Not meaningful. |
(1) Adjusted EBITDA is used by our chief operating decision
maker to evaluate segment profit (loss) in accordance with ASC
280. |
(2) Adjusted EBITDA margin is calculated as Adjusted EBITDA
divided by Revenue. |
Corporate |
Summary Financial Table |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
|
2022 |
|
2021 |
|
Change % |
|
2022 |
|
2021 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, general and administrative expense |
$ |
28 |
|
$ |
60 |
|
-53.3% |
|
$ |
179 |
|
$ |
261 |
|
-31.4% |
Depreciation and amortization |
|
7 |
|
|
3 |
|
133.3% |
|
|
25 |
|
|
18 |
|
38.9% |
Transaction and integration costs |
|
40 |
|
|
3 |
|
NM |
|
|
49 |
|
|
21 |
|
133.3% |
Restructuring costs |
|
33 |
|
|
2 |
|
NM |
|
|
39 |
|
|
9 |
|
333.3% |
Operating loss |
$ |
(108) |
|
$ |
(68) |
|
58.8% |
|
$ |
(292) |
|
$ |
(309) |
|
-5.5% |
Other income (expense) (1) |
|
(1) |
|
|
1 |
|
|
|
|
(5) |
|
|
2 |
|
|
Depreciation and amortization |
|
7 |
|
|
3 |
|
|
|
|
25 |
|
|
18 |
|
|
Transaction and integration costs |
|
40 |
|
|
3 |
|
|
|
|
49 |
|
|
21 |
|
|
Restructuring costs |
|
33 |
|
|
2 |
|
|
|
|
39 |
|
|
9 |
|
|
Adjusted EBITDA (2) |
$ |
(29) |
|
$ |
(59) |
|
-50.8% |
|
$ |
(184) |
|
$ |
(259) |
|
-29.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM - Not meaningful. |
(1) Other income (expense) consists of foreign currency gain
(loss) and other income (expense). |
(2) See the “Non-GAAP Financial Measures” section of the press
release. |
XPO, Inc. |
Reconciliation of Non-GAAP Measures |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Years Ended December 31, |
|
2022 |
|
2021 |
|
Change % |
|
2022 |
|
2021 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income (Loss) from Continuing
Operations to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to common
shareholders |
$ |
(36) |
|
$ |
47 |
|
-176.6% |
|
$ |
184 |
|
$ |
96 |
|
91.7% |
Debt extinguishment loss |
|
13 |
|
|
- |
|
|
|
|
39 |
|
|
54 |
|
|
Interest expense |
|
32 |
|
|
35 |
|
|
|
|
135 |
|
|
211 |
|
|
Income tax provision (benefit) |
|
8 |
|
|
(1) |
|
|
|
|
74 |
|
|
11 |
|
|
Depreciation and amortization expense |
|
103 |
|
|
96 |
|
|
|
|
392 |
|
|
385 |
|
|
Goodwill impairment |
|
64 |
|
|
- |
|
|
|
|
64 |
|
|
- |
|
|
Transaction and integration costs |
|
42 |
|
|
11 |
|
|
|
|
58 |
|
|
36 |
|
|
Restructuring costs |
|
35 |
|
|
3 |
|
|
|
|
50 |
|
|
19 |
|
|
Other |
|
1 |
|
|
(1) |
|
|
|
|
1 |
|
|
- |
|
|
Adjusted EBITDA (1) |
$ |
262 |
|
$ |
190 |
|
37.9% |
|
$ |
997 |
|
$ |
812 |
|
22.8% |
Revenue |
$ |
1,831 |
|
$ |
1,772 |
|
3.3% |
|
$ |
7,718 |
|
$ |
7,202 |
|
7.2% |
Adjusted EBITDA margin (1) (2) |
|
14.3% |
|
|
10.8% |
|
|
|
|
12.9% |
|
|
11.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See the “Non-GAAP Financial Measures” section of the press
release. |
(2) Adjusted EBITDA margin is calculated as Adjusted EBITDA
divided by Revenue. |
XPO, Inc. |
Reconciliation of Non-GAAP Measures (cont.) |
(Unaudited) |
(In millions, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Years Ended |
|
|
December 31, |
|
December 31, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income (Loss) from Continuing
Operations and Diluted Earnings Per Share from Continuing
Operations to Adjusted Net Income from Continuing Operations and
Adjusted Earnings Per Share from Continuing
Operations |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
attributable to common shareholders |
$ |
(36) |
|
$ |
47 |
|
$ |
184 |
|
$ |
96 |
|
Debt extinguishment loss |
|
13 |
|
|
- |
|
|
39 |
|
|
54 |
|
Unrealized loss on foreign currency option and forward
contracts |
|
- |
|
|
- |
|
|
- |
|
|
1 |
|
Amortization of acquisition-related intangible assets |
|
14 |
|
|
14 |
|
|
54 |
|
|
55 |
|
ABL amendment cost |
|
- |
|
|
- |
|
|
- |
|
|
1 |
|
Goodwill impairment |
|
64 |
|
|
- |
|
|
64 |
|
|
- |
|
Transaction and integration costs |
|
42 |
|
|
11 |
|
|
58 |
|
|
36 |
|
Restructuring costs |
|
35 |
|
|
3 |
|
|
50 |
|
|
19 |
|
Income tax associated with the adjustments above (1) |
|
(19) |
|
|
- |
|
|
(41) |
|
|
(35) |
|
Discrete and other tax-related adjustments (2) |
|
- |
|
|
(1) |
|
|
- |
|
|
(5) |
Adjusted net income from continuing operations attributable
to |
|
|
|
|
|
|
|
|
|
|
|
|
common shareholders (4) |
$ |
113 |
|
$ |
74 |
|
$ |
408 |
|
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings from continuing operations per
share (4) |
$ |
0.98 |
|
$ |
0.64 |
|
$ |
3.53 |
|
$ |
1.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average common shares outstanding |
|
115 |
|
|
116 |
|
|
116 |
|
|
114 |
|
Incremental dilutive effect of stock-based awards |
|
1 |
|
|
- |
|
|
- |
|
|
- |
|
Adjusted diluted weighted-average common shares outstanding |
|
116 |
|
|
116 |
|
|
116 |
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This line item reflects the aggregate tax (expense)
benefit of all non-tax related adjustments reflected in the table
above. The detail by line item is as follows: |
|
Debt extinguishment loss |
$ |
3 |
|
$ |
(2) |
|
$ |
9 |
|
$ |
11 |
|
Amortization of acquisition-related intangible assets |
|
3 |
|
|
1 |
|
|
12 |
|
|
12 |
|
Goodwill impairment (3) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Transaction and integration costs |
|
7 |
|
|
1 |
|
|
11 |
|
|
8 |
|
Restructuring costs |
|
6 |
|
|
- |
|
|
9 |
|
|
4 |
|
|
$ |
19 |
|
$ |
- |
|
$ |
41 |
|
$ |
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax rate applied to reconciling items is based on the
GAAP annual effective tax rate, excluding discrete items and
contribution- and margin-based taxes. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Discrete tax items reflect a tax benefit related to a tax
planning initiative that resulted in the recognition of a long-term
capital loss offset by tax expense due to valuation allowances that
were recognized as a result of the spin-off of our logistics
business. |
(3) Goodwill impairment is a non-deductible charge. |
(4) See the "Non-GAAP Financial Measures" section of the press
release. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Years Ended |
|
|
December 31, |
|
December 31, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Reconciliation of Cash Flows from Operating Activities of
Continuing Operations to Free Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities from continuing
operations |
$ |
196 |
|
$ |
75 |
|
$ |
824 |
|
$ |
490 |
|
Payment for purchases of property and equipment |
|
(167) |
|
|
(90) |
|
|
(521) |
|
|
(269) |
|
Proceeds from sale of property and equipment |
|
78 |
|
|
60 |
|
|
88 |
|
|
131 |
Free Cash Flow (1) |
$ |
107 |
|
$ |
45 |
|
$ |
391 |
|
$ |
352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See the "Non-GAAP Financial Measures" section of the press
release. |
XPO, Inc. |
Reconciliation of Constant Currency Revenue |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
2022 |
|
2021 |
Reconciliation of Constant Currency Revenue for European
Transportation Segment |
|
|
|
|
|
Revenue |
$ |
738 |
|
$ |
766 |
Foreign exchange rates |
|
94 |
|
|
- |
Constant currency revenue (2) |
$ |
832 |
|
$ |
766 |
Constant currency revenue growth (1) |
|
8.7% |
|
|
|
|
|
|
|
|
|
(1) Constant currency revenue growth is calculated as the
relative change in year-over-year constant currency revenue,
expressed as a percentage of 2021 constant currency revenue. |
(2) See the “Non-GAAP Financial Measures” section of the press
release. |
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