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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): March 5, 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 March 5, 2024, XPO, Inc. (the “Company”)
issued a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for February 2024.
A copy of the press release is attached as Exhibit 99.1.
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: March 5, 2024 |
XPO, INC. |
|
|
|
By: |
/s/
Kyle Wismans |
|
|
Kyle Wismans |
|
|
Chief Financial Officer |
Exhibit 99.1
XPO Provides North American LTL Operating Data
for February 2024
GREENWICH, Conn. – March 5, 2024 – XPO (NYSE: XPO),
a leading provider of freight transportation in North America, today reported certain preliminary
LTL segment operating metrics for February 2024. LTL tonnage per day increased 3.5%, as compared with February 2023, attributable to a
year-over-year increase of 5.8% in shipments per day and a decrease of 2.2% in weight per shipment. Actual results for February 2024 may
vary from the preliminary results reported above.
About XPO
XPO, Inc. (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 52,000 customers with
596 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, X, LinkedIn, 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 February 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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