XPO Logistics

Notice of 2025 
Annual Meeting
Proxy Statement  
2024 Annual Report

©2025 XPO, Inc.
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 55,000 customers with 614 locations and 
38,000 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.

MESSAGE FROM THE CEO
To Our Stockholders,
In a year marked by freight softness and economic headwinds, XPO stood apart. We were the only public less-than-truckload
carrier to expand margin in 2024 ― our strongest improvement since 2016. Our stock price rose 50%, creating $5.2 billion in
shareholder value.
We achieved this through a combination of intense execution, strong customer service and landmark investments in the business,
including the integration of 25 new service centers into our network. This increased our excess door capacity to about 30% ― a
vital advantage ahead of an upcycle and for the long-term. XPO is now one of only a few LTL carriers in North America that can
capitalize quickly on a surge in demand and deliver world-class service to our customers. Importantly, our progress throughout 2024
has strengthened our operating leverage and positioned the business to deliver years of margin expansion.
Full-year performance highlights
In 2024, we grew revenue year-over-year to $8.1 billion despite a soft freight environment. Additionally, we reported operating
income of $660 million and net income of $387 million, reflecting increases of 51% and 105%, respectively. We also delivered 27%
growth in adjusted EBITDA1 to $1.27 billion, and 31% growth in adjusted diluted EPS2 to $3.83.
Notably, we performed at a high level in the trough of the freight cycle and made great strides in optimizing all parts of our LTL
business. We delivered a 260-basis-point improvement in adjusted operating ratio3, which was better than our targeted range. This
was underpinned by record customer service levels, which translated to profitable market share gains and above-market yield
growth. And we have a well-defined plan to keep driving our operating ratio toward becoming industry best.
Durable potential for growth and profitability
When customers trust their freight to us, they can see firsthand that we’re serious about becoming the industry’s service leader.
The fourth quarter of 2024 was the eleventh consecutive quarter that our on-time performance trended up from the prior year. We
also improved our damage claims ratio to 0.2%, and reduced damage frequency each quarter in the year to a new company
record. To put that in perspective, we’ve now improved damage frequency by more than 80% since 2021, and we have a blueprint
to build on that improvement over time.
In addition to providing world-class service, we focus on the specific levers of our plan related to yield growth, investments in
network capacity and cost efficiency.
Yield growth is the most impactful metric underlying our margin improvement, and another long runway for further gains. This is
underpinned by a double-digit pricing opportunity in the coming years. For the full-year 2024, compared with 2023, we grew yield,
excluding fuel, by 7.8%, propelled by three dynamics: aligning price with the service value we deliver, evolving our product
offering to meet customer needs ― such as our premium service business ― and expanding our high-margin local customer
base.
Network capacity is a lever with a high return on invested capital. It balances our network, adds density in growth markets and
creates operating efficiencies, driving more margin expansion and elevating service quality over time. In addition to bringing the 25
service centers online in 2024, we manufactured over 4,400 trailers in house and lowered our average fleet age to 4.1 years with
the addition of nearly 2,400 new tractor units.
Cost efficiency in our network is predominantly driven by two levers: linehaul insourcing and variable costs. In 2024, we decreased
our purchased transportation cost by 32% through a disciplined reduction in linehaul miles outsourced to third party carriers. This
is a good example of how different parts of our plan interact to create value ― our investments ensure that we have sufficient fleet
capacity to move the freight ourselves, insulating our cost structure when demand returns and truckload rates rise, while enhancing
reliability. We’re also managing our labor costs more effectively by using predictive AI to forecast trends at the service center level.
This enables our managers to improve productivity by proactively aligning labor hours with volumes.
In summary
On behalf of our leadership team, thank you for your continued trust and investment in XPO. Everything we accomplished in 2024
reflects our commitment to disciplined execution, operational excellence, and creating long-term value for our stockholders.
© 2025 XPO, Inc.

We’re still in the early innings of realizing XPO’s full potential. With a clear strategy, a scalable network, and a team aligned around
performance, we’re positioned to deliver strong results in any market environment. We look forward to building on this momentum
and creating even greater value in the years ahead.
Mario Harik
Chief Executive Officer
XPO, Inc.
1, 2, 3 See Annex A to the company’s Proxy Statement for reconciliations of non-GAAP financial measures
Forward-Looking Statements
See Annex A to the company’s Proxy Statement for the disclaimer on Forward-Looking Statements
© 2025 XPO, Inc.
April 2, 2025

XPO, INC.
Five American Lane
Greenwich, Connecticut 06831
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 15, 2025
To the Stockholders of XPO:
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of XPO, Inc. (“XPO” or the “company”) will
be held on Thursday, May 15, 2025, at 10:00 a.m. Eastern Time. The Annual Meeting will be conducted exclusively as a live webcast.
You can access the Annual Meeting at meetnow.global/M6DAT65 with the unique control number that will be sent to you.
The Annual Meeting shall be held for the following purposes summarized below and more fully described in the Proxy Statement
accompanying this notice:
◾To elect eight members of our Board of Directors for a term to expire at the 2026 Annual Meeting of Stockholders or until their
successors are duly qualified and elected;
◾To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025;
◾To conduct an advisory vote to approve the executive compensation of our named executive officers, as disclosed in the Proxy
Statement; and
◾To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement
thereof.
Please note that we are furnishing proxy materials and access to our Proxy Statement to our stockholders electronically, and only
mailing printed copies upon request. Beginning on or about April 2, 2025, we will distribute to our stockholders a Notice of Internet
Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online, as well
as instructions on how to request a printed copy of our Proxy Statement and Annual Report on Form 10-K for the year ended
December 31, 2024 (the “2024 Form 10-K”). Stockholders who have communicated a preference for printed documents prior to the
distribution of the Notice will not receive the Notice, and instead will receive printed documents by mail.
Only stockholders of record of XPO common stock as of the close of business on March 25, 2025, are entitled to receive notice of,
and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered
stockholders will be available under the “Documents” tab on your screen during the Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be
represented. We ask that you vote your shares as soon as possible.
By order of the Board of Directors,
Brad Jacobs
Executive Chairman
Greenwich, Connecticut
April 2, 2025
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 15, 2025:
The Proxy Statement and our 2024 Form 10-K are available at investors.xpo.com.
© 2025 XPO, Inc.

TABLE OF CONTENTS
PROXY STATEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Alignment between XPO’s Board Composition, Mission and Business Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Role of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Leadership Structure
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Evaluation Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Board Refreshment and Director Succession Planning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Outside Directorships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Succession Planning and Management Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Committees of the Board and Committee Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Board Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Board Oversight of Human Resources Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Board Oversight of Sustainability Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Board Oversight of Information Technology and Cybersecurity Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Director Selection Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Director Orientation and Continuing Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Insider Trading Policies and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
No Hedging or Pledging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Compensation and Human Capital Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Corporate Governance Guidelines and Code of Business Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Stockholder Communication with the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Stockholder Proposals for Next Year’s Annual Meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
EXECUTIVE COMPENSATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Compensation and Human Capital Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Employment Agreements with NEOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
AUDIT-RELATED MATTERS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Policy Regarding Pre-Approval of Services Provided by Outside Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Services Provided by Outside Auditor
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Proposal 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025 . . . . . . . . . . 62
Proposal 3: Advisory Vote to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
ANNEX A — RECONCILIATION OF NON-GAAP MEASURES, AND FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on
May 15, 2025:
This Proxy Statement and our 2024 Form 10-K are available at investors.xpo.com.
© 2025 XPO, Inc.

PROXY STATEMENT SUMMARY
This Proxy Statement Summary highlights information contained in our Proxy Statement, which sets forth information relating to the
solicitation of proxies by the Board of Directors of XPO, Inc. (the “Board of Directors” or the “Board”) in connection with our 2025
Annual Meeting of Stockholders. The summary does not reflect all of the information you should consider, and you are urged to read
the proxy materials carefully before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS
Our Notice of Internet Availability of Proxy Materials (the “Notice”) is first being distributed on or about April 2, 2025 to stockholders of
record of our common stock as of the close of business on March 25, 2025 (the “Record Date”). The Notice provides instructions on
how to access our proxy materials and vote online.
Date and Time
Place
Record Date
Thursday, May 15, 2025
at 10:00 a.m. Eastern Time
Virtual Meeting Site:
meetnow.global/M6DAT65
You can vote if you were an
XPO stockholder of record as of the
close of business on March 25, 2025
Admission Using Your Control Number: The Annual Meeting will be conducted exclusively as a live webcast that you can access
with the control number you receive on your proxy card. At the time of the Annual Meeting, go to meetnow.global/M6DAT65 and enter
your control number. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company
or other nominee (i.e., in “street name”), you will have to register in advance in order to participate and vote at the Annual Meeting and
submit questions during the live webcast. To register in advance, you must obtain a legal proxy from the bank, broker or other
nominee that holds your shares, giving you the right to vote the shares. Requests for registration should be directed to our transfer
agent, Computershare Trust Company, N.A. (“Computershare”), by email at legalproxy@computershare.com no later than 5:00 p.m.
Eastern Time on Monday, May 5, 2025. You will receive confirmation of your registration and your control number in an email from
Computershare. Enter your control number at meetnow.global/M6DAT65 to access the Annual Meeting.
VOTING MATTERS AND BOARD RECOMMENDATIONS
The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.
Board Vote
Recommendation
Page Reference
(for more detail)
PROPOSAL 1: Election of Directors
To elect eight members of our Board of Directors for a term to expire at the 2026 Annual Meeting of
Stockholders or until their successors are duly qualified and elected.
FOR
each Director
Nominee
8-22, 61
PROPOSAL 2: Ratification of the Appointment of KPMG LLP as our Registered Independent
Public Accounting Firm for Fiscal Year 2025
To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for
fiscal year 2025.
FOR
55-56, 62
PROPOSAL 3: Advisory Vote to Approve Executive Compensation
To conduct an advisory vote to approve the executive compensation of the company’s named executive
officers.
FOR
63
ABOUT XPO
XPO is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary
technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of December 31, 2024,
we had approximately 38,000 employees serving approximately 55,000 customers through 614 locations in 17 countries.
Our North American Less-Than-Truckload (“LTL”) segment is the largest component of our business, with an expansive network of
professional drivers and owned trucks and service centers. Shippers value our premium service and network coverage, which
extends to 99% of all U.S. postal codes and all 50 states, as well as Canada, Mexico and the Caribbean.
Our culture ensures a superior customer service experience by prioritizing the attributes that LTL customers value most, such as
on-time performance and damage-free shipping. In addition, we are committed to continuously improving our network efficiency and
labor productivity, while optimizing freight flows at all levels of demand. For the full year 2024, our customer-focused organization of
truck drivers, service center teams and sales professionals worked together to move approximately 18 billion pounds of freight
through our LTL network.
1
© 2025 XPO, Inc.

2024 COMPANY PERFORMANCE HIGHLIGHTS
In 2024, our named executive officers (“NEOs”) were instrumental in driving XPO’s achievement of numerous strategic, financial and
operational goals through the execution of our strategy and LTL growth plan. Despite a soft industry freight environment, the strong
leadership of our NEOs delivered financial results that outpaced expectations, enhanced service quality, realized record levels of
customer satisfaction and employee engagement, and positioned the business to generate sustainable long-term stockholder value:
Generated robust, year-over-year growth in 2024 financial results company-wide:
Operating
Income
$660M
up 51%
Net
Income
$387M
up 105%
Adjusted
EBITDA(1)
$1,266M
up 27%
Diluted Earnings
Per Share
$3.23
up 102%
Achieved major progress on all four levers of our LTL growth plan in 2024:
PROVIDE BEST-IN-CLASS
SERVICE
INVEST IN NETWORK
GROWTH FOR
THE LONG TERM
ACCELERATE YIELD
GROWTH
DRIVE COST
EFFICIENCIES
◾Damage claims ratio of
0.2% in Q4, compared
with 1.2% at year-end
2021
◾Improved on-time
performance from 2023
• Q4 was the eleventh
consecutive quarter of
year-over-year
improvement
◾Added 2,300+ tractors and
4,400+ trailers
• Reduced tractor age to
4.1 years at year-end
2024, compared with
5.9 years at year-end
2022
◾Seamlessly integrated 25
new service centers into our
network, bringing our
footprint to 303 service
centers
◾Grew yield ex-fuel by 7.8%
from 2023
• Driven by enhanced
service quality, expansion
of accessorial services
and sales growth with
local customers
◾Reduced purchased
transportation expense
by 32% from 2023
◾Reduced linehaul miles
outsourced to third
parties by 890 basis
points to 14.7% of total
miles
◾Exited the year at
10.7% linehaul miles
outsourced to third
parties in Q4, best level
in company history
◾Leveraged proprietary
technology to drive
productivity gains
Delivered above-market LTL growth and profitability:
◾Generated 2024 segment revenue (excluding fuel surcharge revenue) of $4.1 billion, up 7.9% year-over-year
◾Grew operating income to $735 million, up 36% year-over-year
◾Improved adjusted operating ratio(1) by 260 basis points year-over-year to 84.8%, ahead of our target range
◾Grew adjusted EBITDA to $1.1 billion, up 29% year-over-year
◾Improved adjusted EBITDA margin by 430 basis points year-over-year to 22.8%
(1) See Annex A for reconciliations of non-GAAP measures.
Attained all-time-high employee engagement:
◾Globally, overall satisfaction rose for another year, showing sequential year-over-year improvement among the company’s
total wired employee population; Q1 2024 was a new company record
◾Most recent North American Dockworker, Driver and Manufacturing Survey response rate was 86.7%, with over 13,000
LTL employees participating
◾Increased 2024 job satisfaction to the highest score in the company’s recorded history for LTL
◾Reduced voluntary turnover in three key LTL employee groups by year-end 2024: a 7% decrease in dockworker turnover,
and a 3% decrease in turnover for both driver sales representatives and freight operations supervisors
2
© 2025 XPO, Inc.

Enhanced brand reputation with external recognitions
◾Newsweek named XPO one of America’s Most Reliable Companies for 2025
◾Viqtory designated XPO as a Military Friendly® Gold Employer for 2025
◾VETS Indexes recognized XPO as a 2024 4-Star Employer for hiring and supporting veterans
◾The Women in Trucking Association named XPO one of the Top Companies For Women to Work For in Transportation for the
fourth year in a row
◾FreightWaves named XPO a 2025 FreightTech 25 Company for innovation in freight technology
◾The American Opportunity Index named XPO a 2024 Employer of Choice
Delivered a 50% increase in total shareholder return (TSR) for 2024
◾XPO’s stock price significantly outperformed the transportation sector and the broader market, generating more than $5.2 billion
in stockholder value creation during the year
◾XPO was the top-performing surface transportation stock in the S&P Transportation Select Index in both 2023 and 2024
◾TSR was driven by a robust combination of financial results and operational improvements
The chart below illustrates XPO’s Total Shareholder Return (TSR), as compared to the S&P 500 and S&P Transportation Select Index:
50%
25%
5%
2024 Total Shareholder Return
XPO
S&P 500
S&P TransportaƼon Select Index
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Jul-24
Aug-24
Sep-24
Oct-24
Nov-24
Dec-24
Our NEOs are moving XPO forward from a position of strength as one of the largest LTL networks in North America, with approximately
9% share of the $52 billion LTL market, based on 2023 industry revenue. We are making significant progress in executing our plan for
profitable growth and margin expansion, and we see a long runway ahead to continue to deliver outsized stockholder value.
3
© 2025 XPO, Inc.

2025 BOARD OF DIRECTORS NOMINEES
Our Board aims to create a diverse and highly skilled team of directors who provide our company with valuable oversight. When
selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity,
ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth
drivers, and willingness to devote adequate time to Board duties — all in the context of the needs of the Board at that point in time,
and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. Our Board endeavors to include highly
qualified women and individuals from historically underrepresented groups in the candidate pool and has engaged in a purposeful
process of regular refreshment. The composition of our Board as of the Record Date was:
AGE
TENURE
GENDER & RACIAL / ETHNIC DIVERSITY
2
ethnically /
racially diverse
3
gender
diverse
63 years
average age
4.9 years
average tenure
40s
50s
60s
70s
0-4
5+
2
1
2
3
years
63%
diverse
The following table provides summary information about each director nominee and their committee memberships as of the date of
this Proxy Statement. Each director is elected annually by a majority of the votes cast.
Committee
Memberships
Name
Director
Since
Age
Occupation
Independent
AC
CHCC
NCGSC
OEC
Brad Jacobs
2011
68
Executive Chairman of the Board, XPO
Chairman and Chief Executive Officer, QXO, Inc.
Bella Allaire
2022
71
Chief Administrative Officer, Raymond James Financial, Inc.
Y
C
J. Wes Frye
2023
77
Former Senior Vice President and Chief Financial Officer, Old Dominion
Freight Line, Inc.
Y
✓
✓
Mario Harik
2022
44
Chief Executive Officer, XPO
C
Michael G.
Jesselson
2011
73
President and Chief Executive Officer, Jesselson Capital Corporation
Y
✓
Allison Landry
2021
46
Former Senior Transportation Research Analyst, Credit Suisse
Y
✓
✓
✓
Irene Moshouris*
2022
64
Former Senior Vice President-Treasurer, United Rentals, Inc.
Y
C
✓
✓
Johnny C. Taylor, Jr.
2021
56
President and Chief Executive Officer, Society of Human Resources
Management
Y
C
AC = Audit Committee
CHCC = Compensation and Human Capital Committee
NCGSC = Nominating, Corporate Governance and
Sustainability Committee
OEC = Operational Excellence Committee
C = Committee Chair
✓= Committee Member
* = Audit Committee Financial Expert
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SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES
Brad
Jacobs
Bella
Allaire
J. Wes
Frye
Mario
Harik
Michael G.
Jesselson
Allison
Landry
Irene
Moshouris
Johnny C.
Taylor, Jr.
BUSINESS OPERATIONS experience provides a practical
understanding of developing, implementing and assessing
our operating plan and business strategy.
CORPORATE GOVERNANCE experience bolsters Board
and management accountability, transparency and a focus
on stockholder interests.
ENVIRONMENTAL SUSTAINABILITY AND CORPORATE
RESPONSIBILITY experience enables our Board’s
oversight to guide long-term value creation for our
stockholders in sustainable ways.
EFFECTIVE CAPITAL ALLOCATION experience is crucial
to our Board’s evaluation of our financial statements and
capital structure.
CRITICAL ANALYSIS OF CORPORATE FINANCIAL
STATEMENTS AND CAPITAL STRUCTURES experience
assists our Board in overseeing our financial reporting and
internal controls.
HUMAN RESOURCES MANAGEMENT experience
enables our Board to further our goals of making XPO an
inclusive workplace and aligning human resources
objectives with our strategic and operational priorities.
MULTINATIONAL CORPORATE MANAGEMENT
experience informs the Board’s strategic thinking, given
the global nature of our business.
RISK MANAGEMENT experience is critical to our Board’s
role in overseeing the risks facing our company, including
mitigation measures.
TALENT MANAGEMENT AND ENGAGEMENT
experience helps our company attract, motivate and retain
top candidates for leadership roles and innovation teams.
CUSTOMER SERVICE experience brings important
perspectives to our Board, given the essential role of
customer retention in our business model.
SALES AND MARKETING experience enables our Board
to assist with our growth strategy, including the
development of new services and customer sectors.
M&A, INTEGRATION AND OPTIMIZATION experience
helps our company identify the optimal strategic
opportunities for profitable growth and meaningful
synergies.
TRANSPORTATION AND LOGISTICS INDUSTRY
experience is important in understanding our competitive
environment and market positioning.
TECHNOLOGY AND INFORMATION SYSTEMS
experience provides our Board with valuable insights and
best practices relevant to enhancing customer outcomes,
internal efficiencies and cybersecurity.
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GOVERNANCE HIGHLIGHTS
Board and Committee
Independence
Six of our eight directors are independent. The Audit Committee, the Compensation and Human
Capital Committee, and the Nominating, Corporate Governance and Sustainability Committee
each consist entirely of independent directors.
Separation of Chairman and CEO Roles
Effective November 1, 2022, upon the completion of the RXO, Inc. (“RXO”) spin-off, Mr. Jacobs,
our founder who had been our chairman and chief executive officer (“CEO”) since 2011, became
our executive chairman, and Mr. Harik became our CEO. To facilitate a smooth CEO transition,
our Board determined that splitting the chairman and CEO roles would be in the best interests of
the company and our stockholders. The Board believes that the executive chairman Board
leadership structure ensures stability for the company after years of transformation and provides
strong strategic leadership and key support for management, particularly in the initial years of
Mr. Harik’s tenure as CEO.
Independent Board Oversight and
Leadership Roles
We are committed to independent Board oversight. Alongside our executive chairman, our Board
leadership structure includes a lead independent director and an independent vice chair. Our lead
independent director is responsible for, among other duties, coordinating with the chairman with
respect to meeting agendas, and calling and chairing sessions of the independent directors. Our
vice chair is responsible for assisting the lead independent director in carrying out his duties and
acting on his behalf when he is not present. The Board believes its leadership structure, as well as
the leadership structure of the company, function cohesively and serve the best interests of our
stockholders.
Board Refreshment
Our Board is committed to ensuring that its composition includes a range of expertise aligned
with the company’s business, as well as fresh perspectives on strategy. One of the ways the
Board acts on this commitment is through the thoughtful refreshment of directors when
appropriate. Upon the RXO spin-off, the composition of the Board changed to align more closely
with XPO’s remaining business operations and strategy. Three directors stepped down from the
Board, five directors, including Mr. Jacobs, remained on the Board, and three new directors,
including Mr. Harik, our CEO, joined the Board. In March 2023, the Board appointed an additional
new independent director with an operations background directly relevant to LTL.
Committee Rotations
As part of its annual review of committee assignments, the Board reconstitutes its committees
and committee chairs as needed to support the evolving needs of the company. The committees
were most recently reconstituted in June 2024.
Director Elections
All directors of the Board are elected annually for one-year terms or until their successors are
qualified and elected.
Majority Voting for Director Elections
Our bylaws provide for a majority voting standard in uncontested elections, and further require
that a director who fails to receive a majority vote must tender his or her resignation to the Board.
Board Evaluations
Our Board reviews committee and director performance through an annual process of self-
evaluation.
Risk Oversight and Financial Reporting
Our Board aims to provide robust oversight of current and potential risks facing our company by
engaging in regular deliberations and participating in management meetings. Our Audit Committee
contributes to strong financial reporting oversight through regular meetings with management
and dialogue with our auditors.
Active Board Participation
Our Board held four meetings during 2024. Each person currently serving as a director attended
at least 75% of the aggregate meetings of the Board and any committee(s) on which he or she
served while providing Board service.
Direct Oversight of Sustainability
The Nominating, Corporate Governance and Sustainability Committee is tasked in its charter with
supporting the Board in its oversight of the company’s sustainability strategies and external
disclosures; this includes engaging with management on material sustainability matters and
stakeholder perspectives.
Political Activity Disclosure and
Oversight
In December 2022, the company adopted a Political Activity Policy that gives the Nominating,
Corporate Governance and Sustainability Committee final approval over all political contributions
by the company. The Policy also includes a commitment to publicly disclose any political
contributions by the company via a dedicated webpage that is easily accessible on the company’s
website.
Established Operational Excellence
Committee
In April 2023, the Board established the Operational Excellence Committee to review the
company’s strategies and objectives with respect to continuous improvement of quality and
service, operational efficiency, cost control, occupational safety, environmental compliance and
technological innovation. Alongside management, the Committee also reviews reports and key
performance indicators relating to the company’s trends in operational excellence and its
achievements against strategies and objectives.
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SUSTAINABILITY APPROACH
Our approach to sustainability is guided by our commitment to deliver long-term value to our stockholders. We regularly engage with
our stockholders to obtain their input on evolving expectations related to sustainability. The key sustainability issues that we believe
can have a meaningful impact on our delivery of stockholder value, and that align with stockholder feedback, include health and
safety, employee engagement, talent management, data security and privacy, compliance with applicable laws and regulations
related to the environment, fleet management and innovation, network optimization, corporate governance and ethical conduct.
The Nominating, Corporate Governance and Sustainability Committee of the Board oversees the company’s sustainability strategies,
performance and disclosures, and engages with management to provide oversight in these areas.
STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS
The Board considers engagement with stockholders on corporate governance, executive compensation and risk oversight to be a
critical component of its stewardship responsibilities. We have established a robust, year-round stockholder engagement program to
foster dialogue and seek stockholder perspectives on a broad range of topics, informing the Board’s decision-making.
At our 2024 Annual Meeting of Stockholders, our directors received 99% support on average, and our say-on-pay proposal received
97% support. These results reflect strong support for the Board and for XPO’s executive compensation program, which we designed
in direct response to stockholder feedback. The Board is appreciative of our stockholders’ support and remains committed to
ongoing engagement.
As a part of our annual engagement efforts, in the autumn of 2024, we reached out to stockholders representing 69% of XPO’s
common stock, as well as to the leading proxy advisory firms. We met with each stockholder and proxy advisor who accepted our
request for engagement, representing 37% of our common stock.
Scope of Autumn 2024 Stockholder Outreach
Aggregate Stockholders Holding % of Shares Outstanding(1)
69% O/S
Contacted
Total Stockholders Contacted
37% O/S
Engaged
Total Stockholders Engaged With
(1)
Calculated based on stockholder positions and shares outstanding as of September 6, 2024, representing time of outreach and engagement.
During these engagements, we discussed a range of topics, including Board composition, the Board’s approach to risk oversight,
and our executive compensation program. Stockholders voiced their appreciation for XPO’s responsiveness to prior feedback in
designing an executive compensation program with a formulaic short-term incentive structure based on key operational metrics and
an annual long-term incentive award with multi-year performance and vesting periods. Stockholders also appreciated the robust
Compensation Discussion and Analysis (“CD&A”) disclosures that were further enhanced in last year’s CD&A in response to feedback,
including the Compensation and Human Capital Committee’s approach to establishing executive pay levels based on market pay
practices and individual qualifications. Overall, stockholders expressed support for our compensation program, its strong alignment
of pay with performance, its ability to drive long-term stockholder value, and its effectiveness in retaining key executive talent.
After considering the 2024 say-on-pay result and the feedback received during our engagement with stockholders, the Compensation
and Human Capital Committee determined that our current executive compensation program design continues to best serve XPO
and its stockholders. This year’s CD&A continues to provide robust disclosures on our program’s alignment of pay with performance.
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BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE
ALIGNMENT BETWEEN XPO’S BOARD COMPOSITION, MISSION AND BUSINESS STRATEGY
XPO’s mission is to be the customer service leader in providing freight transportation services, by helping shippers move goods efficiently
through their supply chains. We have approximately 38,000 employees at 614 locations in 17 countries across North America and
Europe, serving approximately 55,000 customers. We care deeply about our responsibilities to our stockholders, customers and
employees, and we view safety, sustainability, strong governance, and a purpose-driven culture as essential components of our business.
Our company has two reportable segments: North American Less-Than-Truckload (“North American LTL”), the largest component of
our business, and European Transportation. LTL is a bedrock industry providing a critical service to the economy, with favorable
pricing dynamics and an established competitive landscape in North America. We have one of the largest LTL networks in North
America, with approximately 9% share of the U.S. market, estimated to be $52 billion in annual revenue in 2023. Our national network
of service centers, drivers and road equipment provides critical geographic density and day-definite domestic and cross-border
services to approximately 99% of U.S. zip codes, as well as Canada, Mexico and the Caribbean. For the year ended December 31,
2024, our customer-focused organization of truck drivers, service center teams and sales professionals worked together to move
approximately 18 billion pounds of freight through our network to its destinations.
Our company’s current needs and future potential are important considerations in determining the composition of our Board of
Directors. XPO’s Board is comprised of a highly skilled group of leaders who share our values and reflect our culture. Many of our
directors serve or have served as executive officers or board members of major public companies and have an extensive
understanding of the principles of corporate governance. As summarized on page 5, our Board members have complementary
expertise and skill sets, all of which are relevant to our company’s business, industry and strategy.
DIRECTORS
Our Board of Directors currently consists of eight members. The term of each of our directors will expire at the Annual Meeting. Our
Board has nominated all of the current directors to stand for re-election at our Annual Meeting, as set forth in Proposal 1 on page 61
of this Proxy Statement.
Below is information regarding our eight director nominees, including the experience, qualifications, attributes and skills that led our
Board to conclude each nominee should serve as a director.
Brad Jacobs
Age: 68
Director since 2011
Executive Chairman since 2022
Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was
previously chairman and chief executive officer from September 2, 2011 to October 31, 2022. He has
served as chairman and chief executive officer of QXO, Inc. (NYSE: QXO) since June 6, 2024, and as
non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. Mr. Jacobs has
served as non-executive chairman of RXO, Inc. (NYSE: RXO) since November 1, 2022 and is not standing
for re-election in 2025. Additionally, he is the managing member of Jacobs Private Equity, LLC and
Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc.
(NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989.
Mr. Jacobs served as chairman and chief executive officer of United Rentals for its first six years, and as executive chairman for
an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems.
Board Committees: None
Other Public Company Boards: GXO Logistics, Inc. (NYSE: GXO); QXO, Inc. (NYSE: QXO)
Mr. Jacobs’ Skills and Experience Align with XPO’s Strategy:
▪As XPO’s founder and chief executive officer, Mr. Jacobs’ in-depth knowledge of the company’s business from his more than
a decade of service provides invaluable perspectives on operations and long-term strategic planning and priorities;
▪Leadership experience as chief executive officer of large public companies and as a thought leader on building successful
businesses enables Mr. Jacobs to foster productive Board engagement and decision-making in his role as executive
chairman; and
▪Extensive past and current experience as chairman of large public companies equips Mr. Jacobs to provide strong leadership
of the Board in its oversight of management and company performance, long-term strategic decision-making, risk
management and creation of long-term stockholder value.
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Bella Allaire
Age: 71
Independent Director since 2022
Ms. Allaire has served as a director of the company since November 1, 2022. She has served as chief
administrative officer of Raymond James Financial, Inc. (NYSE: RJF) since October 2024, and earlier as
Raymond James’ executive vice president of technology and operations from June 2011 to
October 2024. Previously, she was managing director and chief information officer of UBS Wealth
Management, Americas, and held a variety of technology roles at Prudential Securities, including
executive vice president and chief information officer. Ms. Allaire holds a bachelor’s degree from
Lviv University in Ukraine.
Board Committees:
▪Chair of the Nominating, Corporate Governance and Sustainability Committee
Other Public Company Boards: None
Ms. Allaire’s Skills and Experience Align with XPO’s Strategy:
▪Deep technical knowledge gained through executive roles overseeing technological transformation and operations provides
the Board with important expertise in operational excellence and technological innovation; and
▪Ms. Allaire’s extensive experience with cybersecurity, enterprise risk management and talent management contribute valuable
perspectives to the Board relevant to XPO’s technology and service ecosystems.
J. Wes Frye
Age: 77
Independent Director since 2023
Mr. Frye has served as a director of the company since March 8, 2023. He retired from Old Dominion
Freight Line, Inc. (NYSE: ODFL) in 2015, after serving as senior vice president and chief financial officer
for the last 18 years of his 30-year tenure with the LTL transportation industry leader. Mr. Frye holds an
MBA degree in finance from the University of North Carolina at Charlotte, and a bachelor’s degree in
business administration from Appalachian State University.
Board Committees:
▪Member of the Nominating, Corporate Governance and Sustainability Committee
▪Member of the Operational Excellence Committee
Other Public Company Boards: None
Mr. Frye’s Skills and Experience Align with XPO’s Strategy:
▪Thirty years of direct LTL operational experience brings important industry expertise to the Board as XPO executes its growth
plan as a pure-play LTL business in North America; and
▪Extensive finance and accounting knowledge gained through his role as an operationally oriented chief financial officer with
Old Dominion Freight Line enables Mr. Frye to contribute important insights to the Board based on his understanding of
financial undertakings and risks associated with XPO’s business and the industry at large.
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Mario Harik
Age: 44
Director since 2022
Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022.
Previously, he served as president of XPO’s North American Less-Than-Truckload business unit from
October 2021 to October 2022, and additionally held roles as XPO’s chief information officer from
November 2011 to October 2022 and chief customer officer from February 2021 to January 2022. Prior
to XPO, he was chief information officer and senior vice president of research and development with
Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder and chief architect
of web and voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc.
(NYSE: QXO) since June 2024. He holds a master’s degree in engineering, information technology from Massachusetts Institute
of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon.
Board Committees:
▪Chair of the Operational Excellence Committee
Other Public Company Boards: QXO, Inc. (NYSE: QXO)
Mr. Harik’s Skills and Experience Align with XPO’s Strategy:
▪In-depth leadership of XPO’s North American LTL unit brings a comprehensive understanding of company-specific business
opportunities to the Board, including strategic and operational execution, customer-centric culture-building and avenues for
profitable growth within the LTL industry; and
▪Extensive technical knowledge gained by Mr. Harik through his leadership of XPO’s global innovation strategy and proprietary
technology development is directly relevant to the freight transportation sector and highly valuable to the Board.
Michael G. Jesselson
Independent Director since 2011
Age: 73
Mr. Jesselson has served as a director of the company since September 2, 2011, and served as lead
independent director from March 2016 to October 31, 2022. He has been president and chief executive
officer of Jesselson Capital Corporation since 1994 and has served as a director of Centurion Acquisition
Corp. (Nasdaq: ALF) since June 2024. Previously, Mr. Jesselson served as a director of Ascendant
Digital Acquisition Corp. III from November 2021 to February 2023 and as a director of Ascendant Digital
Acquisition Corp. I from July 2020 to July 2021. He was a director of American Eagle Outfitters, Inc.
(NYSE: AEO) from November 1997 to May 2017, including a tenure as lead independent director. Earlier,
he worked at Philipp Brothers, a division of Engelhard Industries, from 1972 to 1981, then at Salomon Brothers Inc., in the
financial trading sector. He is a director of C-III Capital Partners LLC, Sigma Clarity Capital and other private companies, as well
as numerous philanthropic organizations. Mr. Jesselson recently concluded his term as the chairman of Bar Ilan University in
Israel. He attended New York University School of Engineering.
Board Committees:
▪Member of the Audit Committee
Other Public Company Boards: Centurion Acquisition Corp. (Nasdaq: ALF)
Mr. Jesselson’s Skills and Experience Align with XPO’s Strategy:
▪Significant experience with public company governance through prior service on the board of directors of American Eagle
Outfitters, including as its lead independent director, contributes to the effective, independent oversight of XPO’s Board and
thoughtful approach to governance practices; and
▪Mr. Jesselson’s extensive investment expertise is important to XPO’s business model as the company continues to invest in
growth to generate value for its stockholders.
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Allison Landry
Age: 46
Independent Director since 2021
Vice Chair since 2022
Allison Landry has served as a director of the company since August 2, 2021, and as vice chair since
November 1, 2022. From September 2005 to July 2021, she was a senior transportation research
analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries. Previously,
Ms. Landry served as a financial analyst and senior accountant with OneBeacon Insurance Company
(now Intact Insurance Specialty Solutions). Ms. Landry has served as the lead independent director of
QXO, Inc. (NYSE: QXO) since June 2024. She holds an MBA degree from Boston University’s Questrom
School of Business, and a bachelor’s degree in psychology from College of the Holy Cross.
Board Committees:
▪Member of the Audit Committee
▪Member of the Compensation and Human Capital Committee
▪Member of the Operational Excellence Committee
Other Public Company Boards: QXO, Inc. (NYSE: QXO)
Ms. Landry’s Skills and Experience Align with XPO’s Strategy:
▪More than 15 years of experience in the transportation sector, equity markets, research and analysis give Ms. Landry an
invaluable investor perspective and understanding of stockholder value creation; and
▪Significant experience in investments, financial analysis and valuation enables Ms. Landry to help guide XPO in identifying
optimal strategic opportunities for profitable growth.
Irene Moshouris
Independent Director since 2022
Age: 64
Ms. Moshouris has served as a director of the company since November 1, 2022. She served as senior
vice president-treasurer of United Rentals, Inc. (NYSE: URI) from April 2011 until her retirement in
June 2023, and previously held the position of vice president and treasurer from August 2006 to
April 2011. Prior to United Rentals, Ms. Moshouris was vice president and deputy treasurer with Avon
Products, Inc., corporate tax manager with GTE Corporation, tax director, pharmaceutical group with
Sterling Winthrop Inc. and tax manager with Arthur Andersen & Co. She served as a member of the
board of directors of Summit Materials, Inc. (NYSE: SUM) from January 2024 to February 2025.
Ms. Moshouris holds a master of laws degree in taxation from New York University School of Law, a juris
doctorate degree from Brooklyn Law School and a bachelor’s degree from Queens College.
Board Committees:
▪Chair of the Audit Committee
▪Member of the Compensation and Human Capital Committee
▪Member of the Nominating, Corporate Governance and Sustainability Committee
Other Public Company Boards: None
Ms. Moshouris’ Skills and Experience Align with XPO’s Strategy:
▪Senior financial leadership experience gained through her roles with United Rentals, as well as her numerous treasury and tax
management positions with global corporations, provide Ms. Moshouris with the strong oversight skills necessary to chair
the Audit Committee; and
▪International business experience, including roles in international treasury and global finance in Europe and Latin America,
contributes to the Board’s oversight of strategy, given the global nature of XPO’s business.
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Johnny C. Taylor, Jr.
Age: 56
Independent Director since 2021
Lead Independent Director since 2022
Mr. Taylor has served as a director of the company since August 2, 2021, and as lead independent
director since November 1, 2022. He has served as president and chief executive officer of the Society
of Human Resources Management (SHRM) since December 2017. Previously, Mr. Taylor was president
and chief executive officer of the Thurgood Marshall College Fund from May 2010 to December 2017.
He has served as a member of the board of directors of Guild Education since February 2021 and of
Flores & Associates, LLC since January 2023. He has served as a trustee of the University of Miami since
June 2017, as a corporate member of Jobs for America’s Graduates since January 2018, and as a
member of the National Board of Governors of the American Red Cross since June 2018. Previously he served as chairman of
the President’s Advisory Board on Historically Black Colleges and Universities and on the White House American Workforce
Policy Advisory Board from February 2018 until January 2021, and as a member of the board of directors of iCIMS, Inc. from
March 2021 until January 2023. Mr. Taylor holds a juris doctorate degree and a master’s degree from Drake University, and a
bachelor’s degree from the University of Miami.
Board Committees:
▪Chair of the Compensation and Human Capital Committee
Other Public Company Boards: None
Mr. Taylor’s Skills and Experience Align with XPO’s Strategy:
▪More than 25 years of experience in senior human resources, legal and business roles across a variety of industries and
organizations contributes to the Board’s oversight of business operations, while incorporating crucial legal and human capital
considerations; and
▪Expertise in human capital strategy and management, collective bargaining and labor relations, executive compensation,
diversity and inclusion, workplace culture and leadership training comprise a critical skill set for the Board, given XPO’s
continued focus on human capital oversight.
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ROLE OF THE BOARD
XPO’s business and affairs are managed under the direction of our Board of Directors, except with respect to those matters reserved
to our stockholders. Our Board establishes our overall corporate policies, selects and evaluates our senior management team,
monitors the performance of our company and management, and provides advice and counsel to management. Our directors have
full access to our management, internal and external auditors, and outside advisors to assist them in fulfilling the Board’s
responsibilities and furthering its mission to maximize long-term stockholder value.
BOARD LEADERSHIP STRUCTURE
Executive Chairman
Effective on November 1, 2022, upon the completion of the RXO spin-off, Mr. Jacobs, our company’s founder, who had served as
chairman and CEO since 2011, became executive chairman. Mr. Harik became CEO in a smooth transition, according to a previously
announced succession plan. Our Board determined that splitting the chairman and CEO roles would be in the best interests of the
company and our stockholders in order to position the company for success as a pure-play freight transportation company in
North America. The Board believes that the executive chairman structure ensures stability for the company after years of
transformation and provides strong strategic leadership and key support for management, particularly in the initial years of Mr. Harik’s
tenure as CEO.
As executive chairman, Mr. Jacobs is responsible for leading the Board and overseeing overall corporate strategy. His duties include
facilitating strategic investor and other key stakeholder relationships, overseeing corporate development, driving technological
innovation, and leading strategic risk oversight for the organization by focusing company leadership on critical risks, including but not
limited to cyber readiness. Mr. Jacobs consults regularly with our CEO, Mr. Harik, and other members of management on growth
strategies, human capital strategies, AI and other technology strategies, key stakeholder engagements and other strategic matters,
and joins business operating review meetings to provide direction to leaders across the business.
Mr. Jacobs, in his capacity as executive chairman, plays a critical role in XPO’s accomplishments. His collaboration with the rest of the
Board, including Mr. Harik, supports the company in achieving outstanding results, while he also serves as an external leadership
voice for the company’s interests. Mr. Jacobs:
◾Oversaw the successful execution of the company’s LTL growth plan, resulting in outperformance on critical financial metrics,
including revenue, operating income, EPS and relative stock price performance;
◾Worked to garner investor trust and support of the new leadership team and increase interest in XPO from the broad investment
community, contributing to our stock’s meaningful outperformance in 2023 and 2024;
◾Leveraged his decades of experience with successful M&A transactions to oversee the Board’s approval of the company’s
acquisition of 28 strategically important LTL service centers formerly operated by Yellow Corporation, which our company believes
will drive profitable growth through the accelerated expansion of our North American LTL network;
◾Worked with the Nominating, Corporate Governance and Sustainability Committee to recruit a key new member of the Board in
response to stockholder feedback, and to form the new Operational Excellence Committee of the Board to provide additional
guidance to management on operational strategy and improvements;
◾Worked with Mr. Harik to recruit new members of the leadership team, including Mr. Bates, a seasoned leader from a top-tier LTL
competitor, to fill the new role of chief operating officer (“COO”);
◾Worked with the Compensation and Human Capital Committee to increase its focus on human capital; and
◾Provided leadership on strategic risk oversight, increasing the focus of the Board and the executive team on management of critical
risks, including cyber readiness.
The Board regularly reviews XPO’s leadership structure to determine the most appropriate structure for the company and its
stockholders at a given time, considering the company’s needs, circumstances and opportunities, in accordance with the Board’s
fiduciary duty. Based on its review, the Board believes the current leadership structure is best suited for the business at this time. The
Board will continue to evaluate the company’s leadership structure on an ongoing basis.
Lead Independent Director
Our Board is committed to providing effective independent oversight of our business. To strengthen its independent decision-making,
our Board has approved Corporate Governance Guidelines (the “Guidelines”) which provide that the Board’s independent directors
may appoint a lead independent director who presides over executive sessions of the independent directors. The position of lead
independent director includes, among other duties:
◾Presiding at executive sessions of outside directors and at meetings of the Board where the chairman is not present;
◾Coordinating with the chairman with respect to meeting agendas and approving final meeting agendas, to maintain a focus on
critical matters and ensure sufficient time for informed discussion of issues;
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◾Coordinating with the chairman as to appropriate Board meeting schedules to ensure sufficient time is available for discussion of
all agenda items;
◾Coordinating with the chairman on the materials sent to the Board, and approving final meeting materials;
◾Calling and chairing sessions of the independent directors;
◾Ensuring availability for consultation and direct communication as appropriate;
◾Serving as a liaison between the chairman and the independent directors; and
◾Meeting with major stockholders as required.
Mr. Taylor has served the Board as lead independent director since November 1, 2022.
Vice Chair
In addition, the Guidelines establish an independent vice chair position as a component of strong corporate governance. The Board’s
vice chair is an independent director with authorities and duties that include, among others:
◾Presiding at meetings of the Board when the executive chairman and lead independent director are not present;
◾Assisting the executive chairman, when appropriate, in carrying out his or her duties;
◾Assisting the lead independent director, when appropriate, in carrying out his or her duties; and
◾Such other duties, responsibilities and assistance as the Board or the executive chairman may determine, including stockholder
engagement.
Ms. Landry has served the Board as vice chair since November 1, 2022.
Further information regarding the positions of lead independent director and vice chair is set forth in the Guidelines, which are
available on our Investor Relations website at investors.xpo.com under the heading Corporate Governance — Highlights.
BOARD EVALUATION PROCESS
The Board is responsible for conducting a self-evaluation as a whole and for each Board committee annually, for the purpose of
determining whether the Board and the committees are functioning effectively. The Nominating, Corporate Governance and
Sustainability Committee is responsible for establishing the evaluation criteria each year to reflect XPO’s business needs and evolving
market practices, and for implementing the evaluation processes.
BOARD REFRESHMENT AND DIRECTOR SUCCESSION PLANNING
Our Board is committed to ensuring that its composition includes a range of expertise aligned with the company’s business, as well
as providing fresh perspectives on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment
of directors when appropriate. When selecting new directors, the Board considers, among other things, the nominee’s breadth of
experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment,
skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties — all in the context of the needs
of the Board at that point in time, and with the objective of ensuring a diversity of backgrounds, expertise, and viewpoints. Our Board
has engaged in a purposeful process of regular refreshment through a smooth onboarding process, and endeavors to include highly
qualified women and individuals from historically underrepresented groups in the candidate pool. The Nominating, Corporate
Governance and Sustainability Committee assesses the effectiveness of the Board’s diversity efforts through periodic evaluations of
the Board composition.
With the completion of the RXO spin-off, the composition of the Board changed to align more closely to the remaining company’s
business and strategy. Three directors stepped down from the Board, five directors, including Mr. Jacobs, remained on the Board,
and three new directors, including Mr. Harik, our CEO, joined the Board in a smooth transition. In March 2023, the Board appointed
an additional new director. In June 2024, a director resigned, and the Board reduced the size of the Board from nine to eight directors.
Each director brings valuable experience and perspectives that complement those of the other directors. The Board believes that the
current mix of director tenures provides XPO with a balance of long-term institutional knowledge and fresh perspectives.
See Director Selection Process below for further information on the Board’s procedures in selecting director candidates.
OUTSIDE DIRECTORSHIPS
Each director on the Board is expected to ensure that current and future commitments outside of XPO, including employment
responsibilities and service on the boards of other entities, do not materially interfere with the director’s service to our company. As
codified in the Guidelines, directors are instructed to advise the chairman, the vice chair, the lead independent director and the chair
of the Nominating, Corporate Governance and Sustainability Committee in advance of accepting an invitation to serve on another
public company board.
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The Nominating, Corporate Governance and Sustainability Committee regularly reviews each director’s ability to serve on XPO’s
Board, taking into consideration the number of each director’s outside public company board commitments and conducting a
particularly focused review of a director’s availability to fulfill his or her responsibilities as a director if he or she serves on more than
three other public company boards. No members of XPO’s Board currently serve on more than three other public company boards.
The Committee has reviewed XPO’s nominees for the Annual Meeting and has determined that all directors have the willingness and
capacity to serve effectively on XPO’s Board.
SUCCESSION PLANNING AND MANAGEMENT DEVELOPMENT
XPO’s succession planning is a Board-driven, collaborative process. The Compensation and Human Capital Committee is responsible
for conducting succession planning for the executive officers and for reviewing management’s succession planning and talent
assessment for the company’s leadership team and other key employees. While the current CEO has an important role to play, the
Board is also responsible for the succession plan and collaborates with the CEO in deciding the timing and the necessary
qualifications. Additionally, the Board will determine policies regarding CEO succession in the event of an emergency or the retirement
of the CEO.
COMMITTEES OF THE BOARD AND COMMITTEE MEMBERSHIP
The Audit Committee, the Compensation and Human Capital Committee, and the Nominating, Corporate Governance and
Sustainability Committee have written charters that comply with applicable rules of the U.S. Securities and Exchange Commission
(the “SEC”) and with the rules set forth in the Listed Company Manual (the “NYSE Rules”) of the New York Stock Exchange (the
“NYSE”). The Operational Excellence Committee has a charter approved by the Board. These charters are available on our Investor
Relations website at investors.xpo.com under the heading Corporate Governance — Highlights. You may obtain a printed copy of
any of these charters, without charge, by sending a request to: Corporate Secretary, XPO, Inc., Five American Lane, Greenwich,
Connecticut 06831.
The Audit Committee, the Compensation and Human Capital Committee, and the Nominating, Corporate Governance and
Sustainability Committee are each comprised entirely of independent directors within all applicable standards, as discussed below.
Our Board’s general policy is to review and approve committee assignments annually. After consulting with our executive chairman
and considering director qualifications, the Nominating, Corporate Governance and Sustainability Committee is responsible for
recommending to our Board all committee assignments, including the roles of committee chairs. Each committee is authorized to
retain, in its sole authority, its own outside counsel and other advisors as it desires, at the company’s expense. Also, each committee
may form and delegate authority to subcommittees when appropriate. Our Board may eliminate or create additional committees as it
deems appropriate.
The following table sets forth the membership of each of our Board committees as of the date of this Proxy Statement. Mr. Jacobs
does not serve on any Board committees.
Name
Audit Committee
Compensation and
Human Capital Committee
Nominating, Corporate
Governance and
Sustainability Committee
Operational Excellence
Committee
Bella Allaire
C
J. Wes Frye
✓
✓
Mario Harik
C
Michael G. Jesselson
✓
Allison Landry
✓
✓
✓
Irene Moshouris*
C
✓
✓
Johnny C. Taylor, Jr.
C
C = Committee chair
✓= Committee member
* = Audit Committee Financial Expert
A summary of the committees’ responsibilities is as follows:
Audit Committee. Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), to assist our Board in fulfilling its responsibilities in a number of areas, including, without
limitation, oversight of: (i) our accounting and financial reporting processes, including our systems of internal controls and disclosure
controls; (ii) the integrity of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications
and independence of our independent registered public accounting firm; (v) the performance of our independent registered public
accounting firm and internal audit function; and (vi) related-party transactions. Each member of the Audit Committee satisfies all
applicable independence standards, has not participated in the preparation of our financial statements at any time during the past
three years, and is able to read and understand fundamental financial statements. From January 1, 2024 to June 6, 2024, the Audit
Committee was comprised of the following three directors: Mr. Jason Aiken (chair), Mr. Jesselson and Ms. Moshouris. Mr. Aiken
resigned from the company’s Board on June 6, 2024. From June 6, 2024 to the date of this Proxy Statement, the Audit Committee
has been comprised of the following three directors: Ms. Moshouris (chair), Mr. Jesselson and Ms. Landry. Our Board has determined
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that Ms. Moshouris qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K under the
Exchange Act. During 2024, the Audit Committee met six times and acted once via unanimous written consent.
Compensation and Human Capital Committee. The primary responsibilities of the Compensation and Human Capital Committee
are, among other things: (i) to oversee the administration of our compensation programs; (ii) to review and approve the compensation
of our executive management; (iii) to review company contributions to qualified and non-qualified plans; (iv) to prepare any report on
executive compensation required by SEC rules and regulations; and (v) to retain independent compensation consultants and oversee
the work of such consultants. During 2024, the Compensation and Human Capital Committee met six times and acted three times via
unanimous written consent to deliberate on a range of matters relating to compensation, including:
◾Certification of goal attainment for performance-based restricted stock unit (“PSU”) awards;
◾Director and executive compensation benchmarking, compared to market levels of pay;
◾Trends in executive pay practices and relevant developments within the regulatory landscape;
◾Executive compensation decision frameworks and strategies for cash and long-term incentive (“LTI”) compensation;
◾Thresholds, targets and/or maximum values related to cash compensation;
◾Risk assessment of incentive compensation plans;
◾NEO performance evaluations with respect to financial and non-financial goals and expectations;
◾Approval of compensation decisions for directors and executive officers;
◾Evaluation of share utilization (i.e., burn rate and dilution) in our employee equity plan;
◾Compliance with executive stock ownership guidelines;
◾Material changes in benefit plans across the company;
◾Cash bonus accruals for employees in our company’s annual incentive plan, based on financial performance of each business;
◾Review and certification of compensation advisor independence; and
◾Inclusion of the compensation, discussion and analysis disclosure in the company’s annual proxy statement and its incorporation
by reference into the company’s 2024 Form 10-K.
From January 1, 2024 to the date of this Proxy Statement, the Compensation and Human Capital Committee has been comprised of
the following three directors: Mr. Taylor (chair), Ms. Landry and Ms. Moshouris.
Nominating, Corporate Governance and Sustainability Committee. The primary responsibilities of the Nominating, Corporate
Governance and Sustainability Committee are, among other things: (i) to identify individuals qualified to become Board members and
recommend that our Board select such individuals to be presented for stockholder consideration at the Annual Meeting or to be
appointed by the Board to fill a vacancy; (ii) to make recommendations to the Board concerning committee appointments; (iii) to
develop, recommend to the Board and annually review the Guidelines and oversee corporate governance matters; (iv) to support the
Board in its oversight of our company’s sustainability strategies, performance and external disclosures; and (v) to oversee an annual
evaluation of our Board and its committees. From January 1, 2024 to June 6, 2024, the Nominating, Corporate Governance and
Sustainability Committee was comprised of the following three directors: Ms. Landry (chair), Ms. Allaire and Ms. Moshouris. From
June 6, 2024 to the date of this Proxy Statement, the Nominating, Corporate Governance and Sustainability Committee has been
comprised of the following three directors: Ms. Allaire (chair), Mr. Frye and Ms. Moshouris. The Nominating, Corporate Governance
and Sustainability Committee met twice during 2024 and acted once via unanimous written consent.
Operational Excellence Committee. The Operational Excellence Committee is a standing committee of the Board formed on
April 12, 2023. The primary responsibilities of the Operational Excellence Committee are to review the company’s strategies and
objectives with respect to operational excellence, including financial and operational performance, and continuous improvement of
service quality, efficiency, cost control, safety and technological innovation. The Operational Excellence Committee will also review,
with management, the reports and key performance indicators relating to our company’s progress with operational excellence and
achievement against the company’s strategic expectations and objectives. From its inception in April 2023 to the date of this Proxy
Statement, the Operational Excellence Committee has been comprised of the following three directors: Mr. Harik (chair), Mr. Frye and
Ms. Landry. The Operational Excellence Committee met five times during 2024.
Our Board of Directors held four meetings during 2024 and acted four times via unanimous written consent. Each person currently
serving as a director attended at least 75% of the aggregate meetings of the Board and any committee(s) on which he or she served
during the time he or she served on the Board or committee(s).
Our directors are expected to attend our annual meetings. Any director who is unable to attend is expected to notify our Board
chairman in advance of the meeting date. All of our directors then serving and standing for re-election, except Mr. Taylor, attended the
2024 Annual Meeting of Stockholders.
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BOARD RISK OVERSIGHT
Our Board of Directors provides overall risk oversight, with a focus on the most significant risks facing our company. In addition, the
Board is responsible for ensuring that appropriate crisis management and business continuity plans are in place. The management of
risks to our business, and the execution of contingency plans, are primarily the responsibility of our senior management team.
Our Board and senior management team regularly discuss the company’s business strategy, operations, policies, controls, prospects,
and current and potential risks. These discussions include approaches for assessing, monitoring, mitigating, and controlling risk
exposure. The full Board oversees the company’s cybersecurity risk management program (see Board Oversight of Information
Technology and Cybersecurity Risk Management for more information below). The Board has delegated responsibility for the
oversight of other specific risks to its committees as follows:
AUDIT
COMMITTEE
COMPENSATION
AND HUMAN CAPITAL COMMITTEE
NOMINATING, CORPORATE
GOVERNANCE AND
SUSTAINABILITY COMMITTEE
◾Oversees the policies that govern the
process by which our exposure to risk
is
assessed
and
managed
by
management. In that role, the Audit
Committee discusses major financial
risk exposures with our management
and
discusses
the
steps
that
management has taken to monitor and
control these exposures.
◾Reviews
risks
arising
from
related-party transactions involving our
company, and for overseeing our
company-wide
Code
of
Business
Ethics and overall compliance with
legal and regulatory requirements.
◾Monitors the risks associated with our
compensation
philosophy
and
programs.
◾Ensures
that
the
company’s
compensation structure strikes an
appropriate balance in motivating our
senior executives to deliver long-term
results
for
the
company’s
stockholders,
while
simultaneously
holding our senior leadership team
accountable.
◾Oversees
risks
related
to
our
governance structure and processes,
as well as risks associated with the
company’s
corporate
sustainability
practices and reporting.
◾Oversees
the
company’s
political
activity and, pursuant to our Political
Activity Policy, has final approval over
all proposed political contributions by
the company.
BOARD OVERSIGHT OF HUMAN RESOURCES MANAGEMENT
As a people-driven company with a strong customer service culture, our ability to be an employer of choice and a business partner
of choice are intertwined. Our management team and Board are committed to attracting a high caliber of talent to our organization
and ensuring a workplace culture that prioritizes safety and engagement, as well as professional growth and competitive total
compensation that meets the needs of our employees and their families. Our success relies in large part on our robust governance
structure and Code of Business Ethics, our good corporate citizenship and, importantly, highly engaged employees with a strong
customer service mentality. Our management team and Board work together in a transparent manner that enables open
communication, including with respect to human resources-related matters. Our directors have access to information about our
human resources operations and plans, and our Chief Human Resources Officer (“CHRO”) regularly attends and presents at meetings
of our Board. Additionally, all Board members are invited to attend internal monthly operating review meetings with our business
leaders. These meetings include discussions about human capital management topics, such as employee health and safety,
sustainability initiatives and employee engagement. The Committee discussions focused on executive compensation, workplace
culture and other items related to human resources management.
Our CHRO has primary responsibility for our human capital management strategy, including recruiting, developing, engaging and
retaining employees who share our work ethic and the XPO values that ultimately guide our decisions and actions. These values are:
overachieve for customers, be safe, be accountable, always improve, respect each other and be world-class in every way. We are
responsive to employee feedback in enhancing our workplaces to support the safety, well-being and satisfaction of our team in the
following areas, among others:
◾Workplace Belonging: We take pride in having an inclusive workplace that encourages a diversity of skills and perspectives. We
welcome employees of every race, ethnicity, national origin, religion, life experience and disability. We celebrate Black history,
women’s history, LGBTQ+ pride, Hispanic heritage, Native American heritage, Asian American heritage, and military veterans.
◾Health and Safety: The physical and emotional safety of our employees is paramount, and we have numerous protocols in place to
ensure a safe work environment. We developed our Road to Zero program to decrease occupational injuries and illnesses through
education, mentoring, communication and on-the-job training that instills awareness and reduces risk. These same priorities are
emphasized when we train new commercial driver candidates at our inhouse LTL driver training schools nationwide, where veteran
XPO driver-instructors reinforce our safety culture. As part of Road to Zero, we track accident-free miles and recognize XPO drivers
who have achieved million-mile safety milestones. As of December 31, 2024, more than 2,500 of our LTL drivers have achieved a
safety designation of at least one million accident-free miles, with 246 of these drivers meeting this threshold in 2024. Since the
inception of Road to Zero in 2022, we have had four drivers reach four million accident-free miles during their career, which is the
highest driver safety record in XPO’s history.
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◾Employee Engagement and Development: XPO’s executive leadership team regularly solicits feedback from employees to gauge
satisfaction and encourage constructive suggestions. Each quarter, we ask our “wired” employees to submit their input through an
anonymous online satisfaction survey. In the U.S., we also conduct an annual satisfaction survey of our “non-wired” frontline
employees and hold regular roundtables and town halls. Based on employee feedback, we develop action plans at the business
unit and facility levels to implement targeted improvements. XPO has been named a 2024 “Top Company For Women To Work For
In Transportation — Elite 30” by the Women in Trucking Association, a 2024 “StarEmployer by VETS Index, and a “2025 Military
Friendly Employer — Gold Ranking” by Viqtory. We emphasize professional development and foster talent through ongoing
company initiatives, including XPO Accelerate, our internal driving schools and our XPO Freight Management Training program.
◾Expansive Total Rewards: Our total compensation package is instrumental in providing a superior employment experience and
conveys how much we appreciate each employee’s choice of XPO. We offer comprehensive health plan options, a pregnancy care
policy, family bonding policy, tuition reimbursement and company contributions to 401(k) retirement accounts, as well as virtual
preventive health care, virtual physical therapy and diabetes management services at no cost to employees, optional supplemental
insurance and short-term loans, and a personalized Total Rewards Statement.
For additional information about our global organization and culture, see Human Capital Management included in Part I, Item 1 of our
2024 Form 10-K.
BOARD OVERSIGHT OF SUSTAINABILITY MATTERS
Our commitment to advancing sustainability is reflected in our efforts to continually improve our performance on matters that serve
the interests of our stakeholders — our stockholders, customers, employees and the communities in which we work and live. The
XPO Board of Directors supports these efforts by providing oversight of, and engagement with management regarding, various
sustainability initiatives. Since 2020, the Board’s Nominating, Corporate Governance and Sustainability Committee has operated
under a charter that describes the Nominating, Corporate Governance and Sustainability Committee’s purpose as, in part, overseeing
the work of management regarding the development of sustainability strategies and associated performance and disclosures. The
chair and members of the Nominating, Corporate Governance and Sustainability Committee periodically meet with management to
discuss sustainability matters, including the preparation and publication of XPO’s externally facing sustainability disclosures.
BOARD OVERSIGHT OF INFORMATION TECHNOLOGY AND CYBERSECURITY RISK MANAGEMENT
Our Board of Directors maintains direct oversight over information technology and cybersecurity risk. Directors receive regular updates
from management regarding information technology and cybersecurity governance processes, the status of projects to strengthen
internal cybersecurity, and the results of security breach simulations. The Board provides feedback on these matters and also
discusses relevant incidents in the industry and the evolving threat landscape. Our Board is informed of all material cybersecurity
incidents, and our information security program includes procedures for calling a special session of the Board in the event of a
high-risk or critical-risk cybersecurity incident. In addition, our response measures include procedures to provide updates to senior
management and the Board in the event of an ongoing incident.
Our company has a robust cybersecurity team overseen by our Chief Information Officer (“CIO”), whose team is responsible for
leading enterprise-wide cybersecurity strategy, policy, standards, architecture, threat prevention, threat detection, and incident
response processes. The cybersecurity team continuously reviews legislative, regulatory, and technical developments related to
cybersecurity, and enhances our information security capabilities in order to protect against potential threats. The information security
team provides periodic reports to our CIO, Board of Directors, as well as our CEO and other members of our senior management as
appropriate. To foster a strong cybersecurity business environment, our CIO meets regularly with his team and key personnel to share
information about potential cybersecurity events, monitor, prevent and detect potential cybersecurity incidents, and develop reports
for senior management.
As part of our information security program, our CIO and his team integrate our information security measures and evaluation of
potential cybersecurity risks into our company’s overall risk management processes.
In the event that a cybersecurity incident occurs, our incident response team, composed of members of our information security team
and other key personnel, identifies, evaluates and quantifies the relevant risk based on available information, and classifies the
severity of the cybersecurity incident based on the level of risk to the company. Our measures are regularly evaluated by internal and
external experts, with the results of those reviews reported to senior management and the Board. To date, XPO has not experienced
any cybersecurity threats or incidents which have materially affected, or are reasonably likely to materially affect, the company.
We are committed to continually improving our detection and recovery processes and have implemented an information security
training program that all employees are required to complete at regular intervals. Additionally, our company has obtained an information
security risk insurance policy.
For additional information about the Board’s oversight of information technology and cybersecurity risk management, see
Cybersecurity included in Part I, Item 1C of our 2024 Form 10-K.
DIRECTOR SELECTION PROCESS
The Nominating, Corporate Governance and Sustainability Committee is responsible for recommending to our Board of Directors all
nominees for election to the Board, including nominees for re-election to the Board, after consultation with the chairman of the Board
and in accordance with our company’s contractual obligations.
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Under the terms of the Investment Agreement dated June 13, 2011 (the “Investment Agreement”), by and among Jacobs Private
Equity, LLC (“JPE”), the other investors party thereto (collectively with JPE, the “Investors”), and our company, JPE has the right to
designate certain percentages of the nominees for our Board of Directors so long as JPE owns securities representing
specified percentages of the total voting power of our capital stock on a fully-diluted basis. JPE does not currently own securities
representing the required voting power to qualify for the right to designate nominees for our Board. The foregoing rights of JPE under
the Investment Agreement are in addition to, and not in limitation of, JPE’s voting rights as a holder of capital stock of our company.
The Investment Agreement does not grant special voting rights to JPE or the other Investors; each share of our company’s stock
votes equally for each director. JPE is controlled by Mr. Jacobs, our executive chairman. The Investment Agreement and the terms
contemplated therein were approved by our stockholders at a special meeting on September 1, 2011. None of the foregoing will
prevent our Board from acting in accordance with its fiduciary duties or applicable law or stock exchange requirements or from acting
in good faith in accordance with our governing documents, while giving due consideration to the intent of the Investment Agreement.
In considering new nominees for election to our Board (subject to the contractual rights granted to JPE pursuant to the Investment
Agreement), the Nominating, Corporate Governance and Sustainability Committee considers, among other things, breadth of
experience, financial expertise, wisdom, integrity, an ability to make independent analytical inquiries, an understanding of our
company’s business environment, knowledge and experience in areas such as technology, marketing and other disciplines relevant
to our company’s businesses, the nominee’s ownership interest in our company, and a willingness and ability to devote adequate
time to Board duties, all in the context of the needs of the Board at that point in time and with the objective of ensuring diversity in the
background, experience and viewpoints of Board members. The Nominating, Corporate Governance and Sustainability Committee
assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition. Our Board also endeavors
to include diverse individuals in the candidate pool and has engaged in a purposeful process of regular refreshment.
Subject to the contractual rights granted to JPE pursuant to the Investment Agreement, the Nominating, Corporate Governance and
Sustainability Committee may identify potential nominees for election to our Board from a variety of sources, including
recommendations from current directors or management, recommendations from our stockholders or any other source the committee
deems appropriate, including engaging a third-party consulting firm to assist in identifying independent director candidates.
Our Board will consider nominees submitted by our stockholders, subject to the same factors that are brought to bear when it
considers nominees referred by other sources. Any stockholder who wishes to nominate a potential director candidate must follow
the specific requirements set forth in our bylaws, which are summarized below. We did not receive any director nominees from our
stockholders for our Annual Meeting.
Our bylaws require that a stockholder who wishes to nominate an individual for election as a director at our annual meeting must give
us advance written notice. The notice must be delivered to or mailed and received by the secretary of our company not less than
90 days, and not more than 180 days, prior to the earlier of the date of the annual meeting and the first anniversary of the preceding
year’s annual meeting. As more specifically provided in our bylaws, any nomination must include: (i) the nominator’s name and
address and the number of shares of each class of our capital stock that the nominator owns; (ii) a representation that the nominator
is a holder of record of stock entitled to vote at the annual meeting, will continue to be a stockholder of record through the date of the
annual meeting and intends to appear in person or by proxy at the annual meeting; (iii) the name and address of any person with
whom the nominator is acting in concert and the number of shares of each class of our capital stock that any such person owns; (iv) a
certification that each such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in
concert therewith, has complied with all applicable federal, state and other legal requirements in connection with its acquisition of
XPO shares or other securities; (v) the information with respect to each such proposed director nominee that would be required to be
(a) set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a), and (b) provided in a proxy
statement prepared in accordance with applicable SEC rules; (vi) the consent of the proposed candidate to serve as a member of our
Board; and (vii) a completed director questionnaire signed by such nominee. A copy of our bylaws may be obtained by sending a
request to: Corporate Secretary, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831.
DIRECTOR ORIENTATION AND CONTINUING EDUCATION
Pursuant to the Guidelines, our company provides new directors with an orientation program to familiarize them with, among other
things, the company’s business, strategic plans, significant financial, accounting and risk management issues, compliance programs,
conflict policies, Code of Business Ethics, the Guidelines, principal officers, and internal and external auditors.
Each director is expected to participate in continuing education programs in order to maintain the necessary level of expertise to
perform his or her responsibilities as a director. The company reimburses directors for the reasonable costs of attending such
programs.
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DIRECTOR COMPENSATION
The following table sets forth information concerning the compensation of each person who served as a non-employee director of our
company during 2024.
2024 Director Compensation Table(1)
Name
Fees Earned
in Cash(2)
Stock Awards(3)
Total
Jason Aiken(4)
$ 45,288
$183,341
$228,629
Bella Allaire(5)
91,374
183,341
274,715
J. Wes Frye(6)
100,000
183,341
283,341
Michael G. Jesselson(7)
80,000
183,341
263,341
Allison Landry(8)
130,275
183,341
313,616
Irene Moshouris(9)
94,217
183,341
277,558
Johnny C. Taylor, Jr.(10)
125,000
183,341
308,341
(1)
Compensation information for Mr. Jacobs and Mr. Harik, who are NEOs of our company, is disclosed in this Proxy Statement under the heading Executive
Compensation — Compensation Tables. Mr. Jacobs and Mr. Harik did not receive additional compensation for their service as a director.
(2)
The amounts reflected in this column represent the fees earned by each director for his or her Board service during 2024. Because the fees are paid in arrears and fourth quarter
payments are received during the following calendar year, fees earned more accurately represent the compensation received by our directors.
(3)
The amounts reflected in this column represent an annual grant amount made in 2024 as discussed in more detail below, and represent a full or prorated grant date fair value of
the awards made in 2024,as computed in accordance with FinancialAccounting Standards BoardAccounting Standards Codification 718“Compensation — Stock Compensation”
(“ASC 718”). For further discussion of the assumptions used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements — Note 15.
Stock-Based Compensation” of the 2024 Form 10-K. Each director serving on January 2, 2024 was granted an award of 2,160 time-based restricted stock units (“Time-Based
RSUs”), corresponding to the value of $183,341.These awards vested on January 2, 2025. Mr.Aiken resigned from the company’s Board on June 6, 2024 and his award forfeited
as a result.
(4)
As of June 6, 2024, Mr.Aiken held 6,200 RSUs and 6,400 shares of our common stock. Mr.Aiken resigned from the company’s Board on June 6, 2024. Effective upon Mr.Aiken’s
resignation 4,040 RSUs, which had been previously deferred, vested and 2,160 RSUs, which were unvested as of his resignation date, were forfeited.
(5)
As of December 31, 2024, Ms. Allaire held 2,160 RSUs. As of the Record Date, Ms. Allaire directly owns 8,542 shares of our common stock as disclosed in this Proxy Statement
under the heading Security Ownership of Certain Beneficial Owners and Management.
(6)
As of December 31, 2024, Mr. Frye held 2,160 RSUs.As of the Record Date, Mr. Frye directly and indirectly owns a total of 9,607 shares of our common stock as disclosed in this
Proxy Statement under the heading Security Ownership of Certain Beneficial Owners and Management.
(7)
As of December 31, 2024, Mr. Jesselson held 18,048 RSUs. As of the Record Date, Mr. Jesselson directly and indirectly owns a total of 313,557 shares of our common stock as
disclosed in this Proxy Statement under the heading Security Ownership of Certain Beneficial Owners and Management.
(8)
As of December 31, 2024, Ms. Landry held 2,160 RSUs.As of the Record Date, Ms. Landry directly owns 9,125 shares of our common stock as disclosed in this Proxy Statement
under the heading Security Ownership of Certain Beneficial Owners and Management.
(9)
As of December 31, 2024, Ms. Moshouris held 2,160 RSUs. As of the Record Date, Ms. Moshouris directly owns 8,542 shares of our common stock as disclosed in this Proxy
Statement under the heading Security Ownership of Certain Beneficial Owners and Management.
(10)
As of December 31, 2024, Mr. Taylor held 6,200 RSUs. As of the Record Date, Mr. Taylor directly owns 12,600 shares of our common stock as disclosed in this Proxy Statement
under the heading Security Ownership of Certain Beneficial Owners and Management.
The compensation of our directors is subject to approval by our Board of Directors, which is based, in part, on the recommendation
of the Compensation and Human Capital Committee. Directors who are employees of our company do not receive additional
compensation for service as members of our Board or its committees. The Compensation and Human Capital Committee annually
reviews all forms of independent director compensation paid to directors, with Exequity LLP, the Compensation and Human Capital
Committee’s independent compensation consultant, providing competitive benchmarking and guidance. Following a review of director
compensation relative to peer group practices (same group used to evaluate executive compensation), no changes were
recommended for 2024 as compensation was determined to be competitive and reflective of market practices.
For service during calendar year 2024, our non-employee directors received an annual cash retainer of $80,000 and Time-Based
RSUs with a fair market value of $183,341. The annual grant of such Time-Based RSUs was made on the first business day of 2024
(the “RSU Grant Date”). The number of units was determined by dividing $190,000 by the average of the closing prices of the
company’s common stock on the ten trading days immediately preceding the RSU Grant Date. The grant vested on the first business
day of 2025. The vice chair of the Board and the lead independent director each received an additional $25,000 annual cash retainer.
Additionally, the chairs of the Audit Committee, Compensation and Human Capital Committee, and Nominating, Corporate
Governance and Sustainability Committee received a cash retainer of $25,000, $20,000 and $20,000, respectively. The non-employee
members of the Operating Excellence Committee each received an annual $20,000 cash retainer. All cash compensation is paid
quarterly in arrears.
No other fees were paid to our directors for their attendance at or participation in meetings of our Board or its committees in 2024. We
reimbursed our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel
expenses.
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In 2016, our Board adopted a stock ownership policy establishing guidelines for stock retention requirements that apply to our
non-employee directors and executive officers. Non-employee directors are subject to stock ownership guidelines of six times the
annual cash retainer. To determine compliance with these guidelines, generally, common shares held directly or indirectly, vested
RSUs subject to deferred delivery of stock, and unvested RSUs subject solely to time-based vesting count toward meeting the stock
ownership guidelines. Stock options and equity-based awards subject to performance-based vesting conditions do not count toward
meeting stock ownership guidelines until they have been exercised or the performance conditions are met, as applicable. Until the
guidelines are met, 70% of the net shares (after tax withholding) received upon settlement of equity-based awards are required to be
retained by the director. A revised policy was adopted by the Board in June 2023, extending the period by when a newly appointed
director is required to reach the required ownership level from three years to five years from the date of his or her appointment. As of
the Record Date, all members of our Board were in compliance with this policy.
INSIDER TRADING POLICIES AND PROCEDURES
We maintain an Insider Trading Policy that governs the purchase and sale of our securities by our directors, officers, and key employees
that is reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as the NYSE rules. This
policy prohibits purchasing or selling XPO securities when any of these individuals are in possession of material non-public information
about XPO. The policy also provides for “black-out periods” during each quarter in which certain individuals are prohibited from
purchasing or selling XPO securities, as well as pre-clearance procedures for certain individuals, including all executive officers and
directors, before engaging in certain transactions. The policy also prohibits certain hedging and pledging transactions, short selling,
and option trading that may lead to inadvertent violations of the policy or otherwise create the appearance of impropriety or violations.
The Insider Trading Policy is available on our Investor Relations website at investors.xpo.com under the heading Corporate
Governance — Highlights.
NO HEDGING OR PLEDGING
Certain transactions in XPO securities such as: (i) short sales; (ii) transactions in publicly traded options or other derivative securities;
(iii) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or other
transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of XPO’s securities; or
(iv) purchasing securities of the company on margin, holding securities of the company in a margin account or pledging company
securities as collateral for a loan, create a heightened compliance risk or could create the appearance of misalignment between our
directors, employees and stockholders. As a result, our insider trading policy prohibits such transactions and any other transactions
that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities.
COMPENSATION AND HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of our Compensation and Human Capital Committee have been an officer or employee of our company. During
2024, there were no material reportable transactions between the company and the members of the Compensation and Human
Capital Committee and none of our executive officers served on any compensation committee or board of directors of any entity that
has one or more executive officers serving on our Compensation and Human Capital Committee or on our Board of Directors.
CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS ETHICS
Our Board of Directors is committed to sound corporate governance principles and practices. Our Corporate Governance Guidelines
(the “Guidelines”) serve as a framework within which our Board conducts its operations. Among other things, the Guidelines include
criteria for determining the qualifications and independence of our Board members, requirements for the standing Board committees,
and the responsibilities of our Board members, including meeting attendance and the responsibility to conduct an annual evaluation
of the effectiveness of our Board and its committees. The Nominating, Corporate Governance and Sustainability Committee is
responsible for reviewing the Guidelines annually, or more frequently as appropriate, and recommending appropriate changes to our
Board in light of applicable laws and regulations, the governance standards identified by leading governance authorities, and our
company’s evolving needs.
XPO has a Code of Business Ethics (the “Code”) that applies to our directors and executive officers, as well as to our company at
large. The Code is designed to deter wrongdoing, promote the honest and ethical conduct of all employees, promote compliance
with applicable governmental laws, rules and regulations, and provide clear channels for reporting concerns. The Code constitutes a
“code of ethics” as defined by the SEC in Item 406(b) of Regulation S-K. We intend to satisfy the disclosure requirements under
applicable SEC rules relating to amendments to the Code or waivers of any provision of the Code as applicable to our principal
executive officer, our principal financial officer and our principal accounting officer by posting such disclosures on our website pursuant
to SEC rules. The Guidelines and the Code are available on our Investor Relations website at investors.xpo.com, under the heading
Corporate Governance — Highlights. In addition, you may obtain a printed copy of these documents without charge by sending a
request to: Corporate Secretary, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831.
DIRECTOR INDEPENDENCE
Under the Guidelines, our Board of Directors is responsible for making independence determinations annually with the assistance of
the Nominating, Corporate Governance and Sustainability Committee. Such independence determinations are made by reference to
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the independence standard under the Guidelines and the definition of “independent director” under Section 303A.02 of the NYSE
Rules. Our Board has affirmatively determined that each person who served as a director during any part of 2024, except for
Mr. Jacobs, the executive chairman of the Board, and Mr. Harik, our CEO, satisfies the independence standards under the Guidelines
and the NYSE Rules.
In addition to the independence standards provided in the Guidelines, our Board has determined that each director who serves on
our Audit Committee satisfies standards for independence of Audit Committee members established by the SEC and the NYSE
Rules; that is, the director may not: (i) accept directly or indirectly any consulting, advisory or other compensatory fee from our
company other than their director compensation; or (ii) be an affiliated person of our company or any of its subsidiaries. Our Board has
also determined that each member of the Compensation and Human Capital Committee satisfies the NYSE standards for
independence of Compensation and Human Capital Committee members. In making the independence determinations for each
director, our Board and the Nominating, Corporate Governance and Sustainability Committee analyzed certain relationships of the
directors, including both those that were not required to be disclosed pursuant to Item 404(a) of Regulation S-K and those required
to be disclosed pursuant to Item 404(a) of Regulation S-K as set forth below in the section titled “Certain Relationships and
Related-Party Transactions.” For Mr. Taylor, the relationships not required to be disclosed below include ordinary course commercial
transactions between our company and the companies at which Mr. Taylor serves in a leadership capacity.
STOCKHOLDER COMMUNICATION WITH THE BOARD
Stockholders and other parties interested in communicating with our Board of Directors, any Board committee, any individual director,
including our lead independent director, or any group of directors (such as our independent directors) should send written
correspondence to: Board of Directors c/o Corporate Secretary, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831.
Note that we will not forward communications to the Board that qualify as spam, junk mail, mass mailings, resumes or other forms of
job inquiries, surveys, business solicitations or advertisements.
STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING
Stockholder proposals intended to be presented at our 2026 Annual Meeting of Stockholders must be received by our Corporate
Secretary no later than December 3, 2025, in order to be considered for inclusion in our proxy materials, pursuant to Rule 14a-8
under the Exchange Act.
As more specifically provided for in our bylaws, no business may be brought before an annual meeting of our stockholders unless it
is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of our Board
of Directors or by a stockholder entitled to vote and who has delivered proper notice to us not less than 90 days, and not more than
180 days, prior to the earlier of the date of the annual meeting and the first anniversary of the preceding year’s annual meeting. For
example, assuming that our 2026 Annual Meeting of Stockholders is held on or after May 15, 2026, any stockholder proposal to be
considered at the 2026 Annual Meeting of Stockholders, including nominations of persons for election to our Board, must be properly
submitted to us no earlier than November 16, 2025 and no later than February 14, 2026.
Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees
other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange
Act no later than March 16, 2026.
Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written request
sent to: Corporate Secretary, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831.
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CERTAIN RELATIONSHIPS AND
RELATED-PARTY TRANSACTIONS
Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving or ratifying any
transaction between our company and a related person (as defined in Item 404 of Regulation S-K) that is required to be disclosed
under the rules and regulations of the SEC. Our management is responsible for bringing any such transaction to the attention of the
Audit Committee. In approving or rejecting a related-person transaction, the Audit Committee considers the relevant facts and
circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or
products and, if applicable, the impact on a director’s independence.
During 2024, we subleased an average of approximately 1,500 square feet of office space to JPE at our Greenwich, Connecticut
office. Pursuant to the terms of the sublease, JPE paid monthly rent based on the amount of square feet subleased as well as a share
of common area maintenance charges and certain overhead costs. During 2024, JPE paid XPO a total of $131,164. Mr. Jacobs, our
executive chairman, is the managing member of JPE. This related party transaction was approved by the Audit Committee.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership of our voting securities as of the Record Date by:
(i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any class
of our outstanding voting securities; (ii) each director; (iii) each NEO; and (iv) all executive officers and directors as a group. None of the
foregoing persons beneficially owned any shares of equity securities of our subsidiaries as of the Record Date.
Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either
investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a
number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial
owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held solely by the
beneficial owner, and which are exercisable or convertible within 60 days, have been exercised or converted. Unless otherwise
indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all voting
securities shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table below is:
c/o XPO, Inc., Five American Lane, Greenwich, Connecticut 06831.
Name of Beneficial Owner
Shares of
Common Stock
Beneficially Owned
Percentage of
Common Stock
Outstanding(1)
Beneficial Ownership of 5% or more:
Capital Research Global Investors(2)
13,810,938
11.7%
BlackRock, Inc.(3)
11,812,633
10.0%
MFN Partners, LP(4)
11,425,369
9.7%
The Vanguard Group(5)
10,923,106
9.3%
Capital World Investors(6)
7,753,883
6.6%
Directors:
Bella Allaire
8,542
*
J. Wes Frye(7)
9,607
*
Michael G. Jesselson(8)
313,557
*
Allison Landry
9,125
*
Irene Moshouris
8,542
*
Johnny C. Taylor, Jr.
12,600
*
NEOs:
Brad Jacobs+(9)
2,619,700
2.2%
Mario Harik+
337,536
*
Kyle Wismans
35,232
*
Dave Bates(10)
54,260
*
Wendy Cassity
9,871
*
Current Directors and Executive Officers as a Group: (11 People)(11)
3,418,572
2.9%
*
Less than 1%
+
Director and Executive Officer
(1)
For purposes of this column, the number of shares of the class outstanding for each person reflects the sum of: (i) 117,787,124 shares of our common stock that were outstanding
as of the Record Date; and (ii) the number of RSUs held, if any, that are or will become vested within 60 days of the Record Date.
(2)
Based on Amendment No. 2 to the Schedule 13G filed on November 7, 2024 by Capital Research Global Investors, which reported that, as of October 31, 2024, Capital Research
Global Investors beneficially owned 13,810,938 shares or our common stock, with sole voting power over 13,793,548 shares of our common stock and sole dispositive power
over 13,810,938 shares of our common stock.The address of the principal business office of Capital Research Global Investors is 333 South Hope Street, 55th Floor, Los Angeles,
CA 90071.
(3)
Based on the Schedule 13G filed on January 8, 2025 by BlackRock, Inc., which reported that, as of December 31, 2024, BlackRock, Inc. beneficially owned 11,812,633 shares of
our common stock, with sole voting power over 11,477,072 shares of our common stock and sole dispositive power over 11,812,633 shares of our common stock. The address
of the principal business office of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
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(4)
Based on Amendment No. 2 to the Schedule 13G filed on November 12, 2024 by: (i) MFN Partners, LP (the “Partnership”); (ii) MFN Partners GP, LLC (“MFN GP”), as the general
partner of the Partnership; (iii) MFN Partners Management, LP (“MFN Management”), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC (“MFN
LLC”), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member
of MFN GP and of MFN LLC (each, a “Reporting Person” and collectively, the “Reporting Persons”), which reported that, as of September 30, 2024, the Reporting Persons
collectively owned 11,425,369 shares of our common stock with shared voting power and shared dispositive power. The address of the principal business office of each of the
Partnership, MFN GP, MFN Management, MFN LLC and Messrs. DeMichele and Nanji is c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116.
(5)
Based on Amendment No. 9 to the Schedule 13G filed on February 13, 2024 by The Vanguard Group, which reported that, as of December 29, 2023, The Vanguard Group
beneficially owned 10,923,106 shares of our common stock, with shared voting power over 41,086 shares of our common stock, sole dispositive power over 10,758,747 shares
of our common stock and shared dispositive power over 164,359 shares of our common stock.The address of the principal business office ofTheVanguard Group is 100Vanguard
Blvd., Malvern, PA 19355.
(6)
Based on Amendment No 1 to the Schedule 13G filed on February 13, 2025 by Capital World Investors, which reported that, as of December 31, 2024, Capital World Investors
beneficially owned 7,753,883 shares of our common stock, with sole voting power over 7,753,069 shares of our common stock and sole dispositive power over 7,753,883 shares
of our common stock. The address of the principal business office of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
(7)
Consists of: (i) 6,607 directly held shares of our common stock; and (ii) 3,000 shares of our common stock held in an individual retirement account of Mr. Frye.
(8)
Consists of: (i) 56,499 directly held shares of our common stock; (ii) 5,000 shares of our common stock held in an individual retirement account of Mr. Jesselson; (iii) 6,000 shares
of our common stock owned by Mr. Jesselson’s spouse; (iv) 201,001 shares of our common stock beneficially owned by the Michael G. Jesselson 4/8/71 Trust and the Michael G.
Jesselson 12/18/80 Trust, of which trusts Mr. Jesselson is the beneficiary; (v) 8,000 shares of our common stock beneficially owned by the JJJ Irrevocable Trust, of which
Mr. Jesselson is a trustee; (vi) 8,000 shares of our common stock beneficially owned by the RAJ Irrevocable Trust, of which Mr. Jesselson is a trustee; (vii) 8,000 shares of our
common stock beneficially owned by the SJJ Irrevocable Trust, of which Mr. Jesselson is a trustee; and (viii) 21,057 shares of our common stock beneficially owned by Michael G.
Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson.
(9)
Consists of: (i) 1,318,999 directly held shares of our common stock; and (ii) 1,300,701 shares of our common stock owned by JPE. Mr. Jacobs has indirect beneficial ownership
of the shares of our common stock owned by JPE as a result of being its managing member.
(10)
Consists of: (i) 24,160 directly held shares of our common stock; and (ii) 30,100 RSUs that are or will become vested within 60 days of the Record Date.
(11)
Includes 30,100 RSUs that are or will become vested within 60 days of the Record Date.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) explains the guiding principles, policies and practices upon which our executive
compensation program is based, as well as our decision-making process, including our consideration of stockholder feedback, and
the 2024 compensation paid to our named executive officers (“NEOs”).
NAMED EXECUTIVE OFFICERS FOR 2024
The following individuals were our named executive officers for 2024:
Name
Position
Brad Jacobs
Executive Chairman
Mario Harik
Chief Executive Officer
Kyle Wismans
Chief Financial Officer
Dave Bates
Chief Operating Officer
Wendy Cassity
Chief Legal Officer and Corporate Secretary
Brad Jacobs
Executive Chairman
Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was
previously chairman of the board and chief executive officer from September 2, 2011 to October 31,
2022. He has served as chairman of the board and chief executive officer of QXO, Inc. (NYSE: QXO)
since June 6, 2024, and as non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2,
2021. Mr. Jacobs has served as non-executive chairman of RXO, Inc. (NYSE: RXO) since November 1,
2022 and is not standing for re-election in 2025. Additionally, he is the managing member of Jacobs
Private Equity, LLC and Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two public companies:
United Rentals, Inc., which he founded in 1997, and United Waste Systems, Inc., which he founded in
1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for its first six years,
and as executive chairman for an additional four years. He served eight years as chairman and chief
executive officer of United Waste Systems.
Mario Harik
Chief Executive Officer
Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022.
Previously, he served as president of XPO’s North American Less-Than-Truckload unit from October 2021
to October 2022, and additionally held roles as XPO’s chief information officer from November 2011 to
October 2022, and chief customer officer from February 2021 to January 2022. Prior to XPO, he was
chief information officer and senior vice president of research and development with Oakleaf Waste
Management, chief technology officer with Tallan, Inc., and co-founder and chief architect of web and
voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc. (NYSE: QXO) since
June 2024. He holds a master’s degree in engineering, information technology from Massachusetts
Institute of Technology, and a degree in engineering, computer and communications from the American
University of Beirut in Lebanon.
Kyle Wismans
Chief Financial Officer
Kyle Wismans has led the company’s finance organization since 2023. He joined XPO in 2019 as senior
vice president, financial planning and analysis and later served as senior vice president, revenue
management and finance. Mr. Wismans has held numerous senior financial positions during his 19-year
career with global public companies. Prior to XPO, he was an executive with General Electric Company
and Baker Hughes, holding leadership positions as head of global financial planning and analysis for two
divisions and chief financial officer for a global GE business. He also held senior roles on GE’s global audit
staff. He holds a degree in business administration from the University of Michigan, Stephen M. Ross
School of Business.
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Dave Bates
Chief Operating Officer
Dave Bates is responsible for all day-to-day operations in XPO’s LTL business in North America, including
quality of service and the customer experience, network optimization, workforce productivity and sales.
Additionally, he leads the execution of initiatives specific to XPO’s growth strategy, such as capital
deployments and the company’s in-house driver school operations. Mr. Bates joined XPO in 2023
following 27 years with Old Dominion Freight Line, Inc., including 12 years as senior vice president,
operations, with responsibility for all operations in North America. He started his career with roles at
Carolina Freight Carriers and Roadway Express.
Wendy Cassity
Chief Legal Officer and
Corporate Secretary
Wendy Cassity leads XPO’s legal and compliance functions, including corporate governance, litigation
and commercial matters. Prior to joining the company in March 2023, Ms. Cassity served as chief legal
officer with Nuance Communications, Inc., and previously held general counsel positions at Zaya Group,
a publicly traded communications infrastructure company, and at Thompson Creek Metals, a publicly
traded natural resources company. Ms. Cassity has also served in private practice as a corporate
transactional attorney with McDermott Will & Emery, LLP, and with Cravath Swaine & Moore, LLP. She
holds a bachelor’s degree in English and history from the University of Arizona, and a juris doctorate
degree from Columbia Law School.
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EXECUTIVE SUMMARY
2024 Company Performance Highlights
In 2024, our NEOs were instrumental in driving XPO’s achievement of numerous strategic, financial and operational goals through the
execution of our strategy and LTL growth plan. Despite a soft industry freight environment, the strong leadership of our NEOs
delivered financial results that outpaced expectations, enhanced service quality, realized record levels of customer satisfaction and
employee engagement, and positioned the business to generate sustainable long-term stockholder value:
Generated robust, year-over-year growth in 2024 financial results company-wide:
Operating
Income
$660M
up 51%
Net
Income
$387M
up 105%
Adjusted
EBITDA(1)
$1,266M
up 27%
Diluted Earnings
Per Share
$3.23
up 102%
Achieved major progress on all four levers of our LTL growth plan in 2024:
PROVIDE BEST-IN-CLASS
SERVICE
INVEST IN NETWORK
GROWTH FOR
THE LONG TERM
ACCELERATE YIELD
GROWTH
DRIVE COST
EFFICIENCIES
◾Damage claims ratio of
0.2% in Q4, compared with
1.2% at year-end 2021
◾Improved on-time
performance from 2023
• Q4 was the eleventh
consecutive quarter of
year-over-year
improvement
◾Added 2,300+ tractors
and 4,400+ trailers
• Reduced tractor age to
4.1 years at year-end
2024, compared with
5.9 years at year-end
2022
◾Seamlessly integrated 25
new service centers into
our network, bringing our
footprint to 303 service
centers
◾Grew yield ex-fuel by 7.8%
from 2023
• Driven by enhanced
service quality, expansion
of accessorial services
and sales growth with
local customers
◾Reduced purchased
transportation expense
by 32% from 2023
◾Reduced linehaul miles
outsourced to third
parties by 890 basis
points to 14.7% of total
miles
◾Exited the year at 10.7%
linehaul miles outsourced
to third parties in Q4,
best level in company
history
◾Leveraged proprietary
technology to drive
productivity gains
Delivered above-market LTL growth and profitability:
◾Generated 2024 segment revenue (excluding fuel surcharge revenue) of $4.1 billion, up 7.9% year-over-year
◾Grew operating income to $735 million, up 36% year-over-year
◾Improved adjusted operating ratio(1) by 260 basis points year-over-year to 84.8%, ahead of our target range
◾Grew adjusted EBITDA to $1.1 billion, up 29% year-over-year
◾Improved adjusted EBITDA margin by 430 basis points year-over-year to 22.8%
(1) See Annex A for reconciliations of non-GAAP measures.
Attained all-time-high employee engagement:
◾Globally, overall satisfaction rose for another year, showing sequential year-over-year improvement among the company’s
total wired employee population; Q1 2024 was a new company record
◾Most recent North American Dockworker, Driver and Manufacturing Survey response rate was 86.7%, with over 13,000
LTL employees participating
◾Increased 2024 job satisfaction to the highest score in the company’s recorded history for LTL
◾Reduced voluntary turnover in three key LTL employee groups by year-end 2024: a 7% decrease in dockworker turnover,
and a 3% decrease in turnover for both driver sales representatives and freight operations supervisors
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Enhanced brand reputation with external recognitions
◾Newsweek named XPO one of America’s Most Reliable Companies for 2025
◾Viqtory designated XPO as a Military Friendly® Gold Employer for 2025
◾VETS Indexes recognized XPO as a 2024 4-Star Employer for hiring and supporting veterans
◾The Women in Trucking Association named XPO one of the Top Companies For Women to Work For in Transportation for the
fourth year in a row
◾FreightWaves named XPO a 2025 FreightTech 25 Company for innovation in freight technology
◾The American Opportunity Index named XPO a 2024 Employer of Choice
Delivered a 50% increase in total shareholder return (TSR) for 2024
◾XPO’s stock price significantly outperformed the transportation sector and the broader market, generating more than $5.2 billion
in stockholder value creation during the year.
◾XPO was the top-performing surface transportation stock in the S&P Transportation Select Index in both 2023 and 2024
◾TSR was driven by a robust combination of financial results and operational improvements
The chart below illustrates XPO’s Total Shareholder Return (TSR), as compared to the S&P 500 and S&P Transportation Select Index:
50%
25%
5%
2024 Total Shareholder Return
XPO
S&P 500
S&P TransportaƼon Select Index
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Jul-24
Aug-24
Sep-24
Oct-24
Nov-24
Dec-24
Our NEOs are moving XPO forward from a position of strength as one of the largest LTL networks in North America, with approximately
9% share of the $52 billion LTL market, based on 2023 industry revenue. We are making significant progress in executing our plan for
profitable growth and margin expansion, and we see a long runway ahead to continue to deliver outsized stockholder value.
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Stockholder Engagement and Responsiveness
The Compensation and Human Capital Committee considers engagement with stockholders to be a critical component in formulating
XPO’s executive compensation philosophy and structure. We have a robust, year-round stockholder engagement program, in which
Committee members play an active role. During these engagements, we seek stockholder input through dialogue on a broad range
of topics, including our executive compensation program, which informs the Committee’s decisions regarding the program and
related disclosures.
At our 2024 Annual Meeting of stockholders, our directors received 99% support on average, and our say-on-pay proposal, received
97% support. These results reflect strong support for the Board and for XPO’s executive compensation program, which we designed
in direct response to stockholder feedback. The Board is appreciative of our stockholders’ support and remains committed to
ongoing engagement.
As a part of XPO’s annual engagement efforts, in the autumn of 2024, we reached out to stockholders representing 69% of our
common stock, as well as to the leading proxy advisory firms. We met with each stockholder and proxy advisor who accepted our
request for engagement, representing 37% of our common stock.
Scope of Autumn 2024 Stockholder Outreach
Aggregate Stockholders Holding % of Shares Outstanding(1)
69% O/S
Contacted
Total Stockholders Contacted
37% O/S
Engaged
Total Stockholders Engaged With
(1)
Calculated based on stockholder positions and shares outstanding as of September 6, 2024, representing time of outreach and engagement.
During these engagements, stockholders voiced their appreciation for XPO’s responsiveness to prior feedback in designing an
executive compensation program with a formulaic short-term incentive structure based on key operational metrics and an annual
long-term incentive award with multi-year performance and vesting periods. Stockholders also appreciated the robust CD&A
disclosures that were further enhanced in last year’s CD&A in response to feedback, including the Committee’s approach to
establishing executive pay levels based on market pay practices and individual qualifications. Overall, stockholders expressed support
for our compensation program, its strong alignment of pay with performance, its ability to drive long-term stockholder value, and its
effectiveness in retaining key executive talent.
After considering the 2024 say-on-pay result and the feedback received during our engagement with stockholders, the Compensation
and Human Capital Committee determined that our current executive compensation program design continues to best serve XPO
and its stockholders. This year’s CD&A continues to provide robust disclosures on our program’s alignment of pay with performance.
30
© 2025 XPO, Inc.

OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
Compensation Philosophy
Our executive compensation program is designed to incent and reward outstanding performance and retain exceptional leadership
talent. The Compensation and Human Capital Committee’s pay-for-performance philosophy is focused on rewarding our NEOs for
performance that creates substantial, long-term value for our stockholders. Awards are designed to tie closely to the company’s
strategic operating plans, as communicated broadly to our investor community, and to ensure alignment with public expectations.
The Committee’s goal is to ensure our executives remain focused on executing to exceptional operational standards, are incentivized
to outperform industry competitors, and are motivated to drive long-term stockholder value creation.
Our guiding principles and sound compensation practices align the compensation of our NEOs with company performance, taking
into consideration the size, scope and success of the business as follows:
Pay-for-Performance
A significant portion of our NEOs’ total compensation should be at risk and performance-
based, with metrics aligned to the company’s short-term and long-term financial performance.
Performance-related compensation should align to our culture of goal achievement,
accountability and continuous improvement.
Stockholder Alignment
The pay elements of our NEOs’ compensation should align directly with the long-term interests
of our stockholders and cultivate the NEOs’ ownership of, and accountability for, executing the
company’s vision and strategy.
Attraction and Retention
Our executive compensation program should provide overall target compensation that is
market-competitive and enables the company to attract and retain top talent from a diversity of
industries.
Simplified Approach
Our executive compensation program should be straightforward, transparent and consistent.
Compensation Policies and Practices
The Compensation and Human Capital Committee is committed to sound executive compensation policies and practices, to
incentivize a high caliber of performance as highlighted in the following table.
WHAT WE DO
WHAT WE DON’T DO
Significant emphasis on variable, at-risk compensation. XPO’s
compensation program is heavily weighted toward variable compensation
through short-term incentives and long-term incentives. This allows the
Committee to closely align total compensation values with company
performance on an annual and long-term basis.
No exceptional perquisites. Our NEOs have no relocation benefits,
supplemental pension or retirement savings or financial planning services
beyond what is provided broadly to all XPO employees.
Substantial portion of compensation linked to creation of stockholder
value. Performance-based awards are, and have been, subject to
meaningful stock price and/or earnings-related performance goals
measured over service-based vesting periods. In addition, the Committee
regularly reviews the full portfolio of XPO stockholdings for each NEO to
ensure there is a sufficient amount of compensation at risk if objectives
are not met, further aligning compensation with stockholder returns and
value creation.
No pledging or hedging of company stock. Under our insider trading
policy, our company’s directors and executive officers, including the
NEOs, are prohibited from pledging or holding company securities in a
margin account. In addition, they are prohibited from engaging in hedging
transactions, such as prepaid variable forwards, equity swaps, collars
and exchange funds or any other transactions that are designed to or
have the effect of hedging or offsetting any decrease in the market value
of company equity securities.
Stock ownership policies. The Board has established meaningful
stock ownership guidelines and stock retention requirements that
encourage a strong ownership mindset among our NEOs. Our ownership
guidelines specify 6x annual base salary for our CEO and 3x annual base
salary for our other NEOs.
No guaranteed annual salary increases. Salary increases are not
guaranteed annually and are instead determined based on review of our
peer group, market survey data, an executive’s experience, tenure,
company and individual performance, scope and scale of responsibility,
unique skills, internal equity, and stockholder feedback.
Clawback policy. Our NEOs are subject to clawback restrictions with
respect to incentive compensation that is compliant with and exceeds
NYSE listing standards.
No stock option repricing or discounted exercise price. XPO’s equity
incentive plan does not permit either stock option repricing without
stockholder approval or stock option awards with an exercise price below
fair market value.
Restrictive covenants. Our NEOs are subject to comprehensive non-
competition and other restrictive covenants.
No golden parachute excise tax gross-ups. XPO does not provide
golden parachute excise tax gross-ups.
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WHAT WE DO
WHAT WE DON’T DO
Engage with stockholders. Our Board values stockholder feedback
and carefully considers investor perspectives in its decision-making
processes for governance, compensation and sustainability practices.
No consultant conflicts. The Committee retains an independent
compensation consultant who performs services only for the Committee,
as described in more detail below under the heading Role of the
Committee’s Independent Compensation Consultant.
Components of NEO Compensation
The compensation design for our NEOs has three components: annual base salary, short-term cash incentive and long-term incentive:
◾Annual base salary is a fixed form of competitive pay that corresponds to an executive’s experience and job scope.
◾Short-term cash incentive is a performance-based, at-risk component that offers competitive incentive pay designed to motivate
and recognize performance in a given year.
◾Long-term incentive is an at-risk component that offers a combination of performance-based and time-based restricted stock units
and is designed to motivate sustained performance over time. It is granted in equity to reinforce long-term stockholder value
creation. The long-term incentive component also strives to increase the retention of top talent over time.
Pay Mix and At-Risk Compensation
The Compensation and Human Capital Committee believes that the majority of compensation for the NEOs should be performance-
based, at-risk compensation designed specifically to incent both short-term and long-term company performance. This is delivered
through a short-term annual cash incentive award and a long-term performance-based equity award. The amount the NEOs eventually
earn from their at-risk compensation should align with stockholders’ returns over similar time periods.
The Committee may utilize a different mix of these at-risk compensation elements for NEOs depending on the unique aspects of their
roles or depending on the circumstances of their hire or promotion. The Committee commits to aligning executive pay with
performance.
The charts below show the mix of 2024 target total annual compensation for our NEOs, including the portions at-risk versus fixed
compensation. As noted below, approximately 77% of the CEO’s total compensation is at-risk, and an average of approximately 67%
of other NEOs’ compensation is at-risk. This compensation allocation ensures alignment of executive pay to company performance.
2024 Target Total Annual Compensation Allocation
Performance-Based RSUs
Target Annual Incentive
Time-Based RSUs
Base Salary
Brad Jacobs
9%
15%
14%
62%
8%
15%
17%
60%
20%
21%
39%
17%
30%
27%
16%
27%
60%
10%
13%
20%
Mario Harik
Kyle Wismans
Dave Bates
Wendy Cassity
76% At Risk
24% Fixed
77% At Risk
23% Fixed
59% At Risk
41% Fixed
77% At Risk
23% Fixed
57% At Risk
43% Fixed
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© 2025 XPO, Inc.

2024 EXECUTIVE COMPENSATION OVERVIEW
Our executive compensation program emphasizes performance-based compensation and is designed to incent and retain our key
executives. The 2024 compensation program design is shown below:
ELEMENT
HIGHLIGHTS OF 2024 COMPENSATION DESIGN
BASE SALARY
Fixed cash compensation corresponds to experience and job scope, and is aligned with market
levels
SHORT-TERM
INCENTIVE
EC, CEO, CFO and CLO
COO(1)
100% based on performance against the
company’s annual adjusted EBITDA target
–
Adjusted EBITDA is a mainstay financial
performance metric in each of XPO’s
reportable segments
Profit-sharing cash incentive program with
0.56% participation factor of LTL adjusted
operating income
–
Adjusted operating income incentivizes
improving profitability
LONG-TERM
INCENTIVES
EC and CEO:
80% PSU
20% RSU
CFO, COO and CLO:
65% PSU
35% RSU
Performance-Based Restricted Stock Units (PSUs) based on three-year performance period
–
35% LTL adjusted EBITDA growth
–
40% LTL adjusted operating ratio Improvement
–
25% relative TSR vs. S&P Transportation Select Index TSR
PSU cliff vesting performance target hurdles include:
–
LTL adjusted EBITDA growth of at least 12%
–
LTL adjusted operating ratio Improvement of at least 450 basis points
–
TSR ranking at or above the 55th percentile relative to S&P Transportation Select Industry
Index TSR
Restricted Stock Units (RSUs) that vest annually over three years
(1)
Chief operating officer profit-sharing cash incentive program paid out quarterly and subject to: (i) Mr. Bates’ continuing employment through the date on which the quarterly
earnings are publicly announced; and (ii) the terms and conditions of the company’s profit-sharing cash incentive program approved by the Compensation and Human Capital
Committee.
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© 2025 XPO, Inc.

Target Pay Levels for Current NEOs
In setting total target pay levels for our NEOs, the Committee considers several factors, including competitive market compensation,
company and individual performance, scope and scale of responsibility, unique skills, tenure, internal equity and stockholder feedback.
The Committee reviews the competitiveness of the total target pay level and practices relative to the established peer group and
published survey data provided by its independent compensation consultant (see Peer Group and Market Analysis on page 37).
The Committee determined not to increase the 2024 total target direct compensation for each of Messrs. Jacobs, Harik, and Bates
or Ms. Cassity, including base salary, the STI target or the LTI target, which is a combination of PSUs and RSUs. For Ms. Cassity, the
Committee determined to adjust her LTI mix to 65% PSUs and 35% RSUs (previously 50% PSUs and 50% RSUs in 2023) to align the
mix of her equity award with the broader NEO team.
The Committee approved an increase in Mr. Wismans’ total target direct compensation for 2024 as supported by competitive market
practices data provided by our independent compensation consultant and in recognition of outstanding performance driving key
strategic objectives, including his pivotal role in financing and overseeing the implementation of the real estate acquired through the
Yellow Corporation bankruptcy. The following table provides an overview of the year-over-year changes the Committee approved for
Mr. Wismans’ target compensation:
NEO
2023 Base
Salary
($)
2024 Base
Salary
($)
Change
YoY
(%)
2023
Target STI
($)
2024
Target STI
($)
Change
YoY
(%)
2023
Target LTI
($)
2024
Target LTI
($)
Change
YoY
(%)
Kyle Wismans
550,000
600,000
9%
550,000
600,000
9%
1,300,000
1,800,000
38%
The following table provides 2024 annual target compensation components for the current NEOs included in this Proxy Statement:
NEO
Base
Salary ($)
Target
STI ($)
Total Target
Cash
Compensation ($)
Target
PSUs ($)
Target
RSUs ($)
Total Target
Direct
Compensation ($)
Brad Jacobs
600,000
900,000
1,500,000
4,000,000
1,000,000
6,500,000
Mario Harik
850,000
1,700,000
2,550,000
6,000,000
1,500,000
10,050,000
Kyle Wismans
600,000
600,000
1,200,000
1,170,000
630,000
3,000,000
Dave Bates
750,000
3,420,000
4,170,000
975,000
525,000
5,670,000
Wendy Cassity
575,000
575,000
1,150,000
650,000
350,000
2,150,000
All NEOs’ annual LTI awards were granted at the target value shown above in 2024, except for Messrs. Harik and Wismans, whose
LTI awards were granted above target, valued at $9.8 million and $4 million, respectively, in recognition of their exceptional leadership
in 2024, which drove robust year-over-year growth in financial results across the company and significantly enhanced shareholder
value.
Executive Chairman Pay Approach
The Board and the Compensation and Human Capital Committee regularly review the Board’s leadership structure and executive
compensation program to determine the most appropriate structure and incentives to benefit XPO and its stockholders. The Board
evaluated Mr. Jacobs’ roles, responsibilities and contributions to XPO over 2024, and concluded that he remains instrumental in
overseeing the company’s leadership, which has resulted in XPO’s outperformance on critical financial metrics and performance of
our stock price. He brings unparalleled knowledge of the company and industry given his service as XPO’s chairman and former CEO
since 2011. The extensive foundation of talent and the trust he has established, as well as his collaborative value to management,
continue to be instrumental factors in the company’s ongoing success.
The Committee considered Mr. Jacobs’ ongoing role and contributions as executive chairman and determined to maintain his total
target compensation of $6.5 million for 2024, which is 65% of Mr. Harik’s target total compensation as CEO for 2024. Mr. Jacobs’
compensation reflects the framework established in 2022 upon his transition from CEO to executive chairman, including the following
considerations:
◾Experience and value he has brought to the company as CEO and continues to bring as executive chairman;
◾Compensation practices of S&P 500 companies with a CEO who transitioned to executive chairman; and
◾Analysis of executive chairman pay relative to the current CEO’s target total compensation across S&P 500 companies,
which indicated a ratio ranging from 50% to 80%.
The Board and the Committee will continue to conduct robust reviews and analyses to ensure the executive chairman structure and
pay best serves XPO and its stockholders, considering the company’s evolving needs, circumstances and opportunities, in
accordance with the Board’s fiduciary duty.
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© 2025 XPO, Inc.

EXECUTIVE COMPENSATION OUTCOMES FOR 2024
Annual Short-Term Incentive Awards
The company’s annual short-term incentive (“STI”) awards are designed to reward our NEOs for performance against pre-established
metrics set by the Compensation and Human Capital Committee at the beginning of the fiscal year. Each NEO (excluding the COO)
is assigned an annual short-term incentive target, as a percentage of base salary, based on the NEO’s level of responsibility, scope
of role and impact, and market data. Actual annual short-term incentive payouts are based on results achieved against the pre-
established performance metrics determined by the Committee and can range from 0% to 200% of target. Short-term incentive
payouts are made in cash.
For fiscal year 2024, achievement of the annual short-term incentive for our NEOs (excluding the COO) was measured using XPO’s
adjusted EBITDA target. Adjusted EBITDA was selected because it is a key metric in our financial performance and demonstrates
how well the company operates in serving its customers. Adjusted EBITDA focuses on the financial outcome of operating decisions
by eliminating the impact of non-operating items, such as income tax provision, interest expense and depreciation and amortization
expense. Because it reflects the operating profitability of our business, it can be compared to other companies by our leaders, current
and potential investors, and others with an interest in XPO. It is important to assess adjusted EBITDA performance on both a
short-term and long-term basis, which is oriented to stockholder expectations. While a version of adjusted EBITDA is utilized in both
the annual short-term incentive and long-term plan, adjusted EBITDA in the long-term plan measures LTL adjusted EBITDA growth,
thereby ensuring that short-term adjusted EBITDA performance is aligned with long-term growth objectives and stockholder
expectations. This performance metric reflects our company’s progress with our strategic objectives of driving profitable growth,
deploying capital for superior returns over time, and increasing the value of XPO’s common stock.
NEO STI Payouts Excluding COO
For 2024, XPO’s annual adjusted EBITDA* of $1,266 million exceeded the 2024 target of $1,158 million by approximately 9.4%.
Based on the linear payout curve below, this yielded an STI payout of 146.8%.
STI Payout Curve
~109.4% achievement against 2024 adjusted
EBITDA target = 146.8% payout
90
91
92
93
94
95
96
97
98
99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120
50
55
60
65
70
75
80
85
90
95 100 105 110 115 120 125 130 135 140 145 150 155 160 165 170 175 180 185 190 195 200
% of Adjusted
EBITDA
Achieved
% of Target
Bonus Earned
The following table provides the 2024 short-term incentive targets and actual payouts for our NEOs, excluding our COO.
NEO
Base
Salary ($)
Target STI
Payout
Achievement
Final
Payout ($)
%
$
Brad Jacobs
600,000
150%
900,000
146.8%
1,321,110
Mario Harik
850,000
200%
1,700,000
146.8%
2,495,430
Kyle Wismans
600,000
100%
600,000
146.8%
880,740
Wendy Cassity
575,000
100%
575,000
146.8%
844,043
*
See Annex A for reconciliations of non-GAAP financial measures.
35
© 2025 XPO, Inc.

COO STI Payouts
In order to secure Mr. Bates’ commitment to join XPO in 2023 from a top-tier competitor, the Compensation and Human Capital
Committee designed a short-term incentive program based on the program provided to him by his previous employer. Under XPO’s
program, Mr. Bates receives 0.56% of the company’s North American LTL adjusted operating income on a quarterly basis. This
metric was specifically chosen because it fully aligns with Mr. Bates’ responsibilities as COO; that is, to deliver best-in-class customer
service, improve network efficiency, and increase yield performance. North American LTL adjusted operating income is also a key
comparative measure against industry peers, and improvements to the metric are expected to correlate to increased stockholder
value.
The company’s 2024 North American LTL adjusted operating income* was $746 million, which resulted in a short-term incentive cash
payout for Mr. Bates of $4,177,600. This payout is directly reflective of Mr. Bates’ leadership throughout the year to improve cost
efficiency through operational discipline, including increases in labor productivity and linehaul transportation insourcing from third-party
carriers. In 2024, Mr. Bates helped to deliver record service levels, including a company-best damage claims ratio of 0.2%, driving a
7.8% increase in yield, excluding fuel, and a 6.8% increase in revenue per shipment. In addition, Mr. Bates continued to leverage
XPO’s proprietary technology to improve labor productivity and reduced outsourced linehaul miles to the best level in XPO’s history,
while leading the integration of 25 new service centers into our network. These efficiencies improved our cost structure and service
quality, driving year-over-year outperformance against full-year expectations for our North American LTL business, with adjusted
operating income* growth of 27% and adjusted operating ratio improvement of 260 basis points.
Long-Term Incentive Awards
The company’s long-term incentive (“LTI”) awards are designed to provide individuals with equity compensation tied to long-term
performance and stockholder alignment through a combination of performance awards and restricted stock. Performance awards
are tied to performance against pre-established long-term targets set by the Compensation and Human Capital Committee at the
beginning of each three-year performance period in alignment with the company’s long-term strategic plan. The key objective of the
plan is to encourage performance that drives stockholder value higher over the long term, align interests of executives with
stockholders, and reward and retain executives.
2024 Annual LTI Award Design
For 2024, the Committee determined to maintain the same metrics used in 2023, given their continued link to XPO’s business
strategy, with the weighting of the metrics adjusted to more accurately reflect XPO’s pure-play LTL business. Specifically, the
Committee increased the weight of LTL adjusted operating ratio improvement from 20% to 40% for 2024, given the increased
importance of this metric to the company’s business model and long-term value creation, with a modest decrease in LTL adjusted
EBITDA growth from 40% to 35% and a decrease in relative TSR from 40% to 25%. These changes in weighting align with stockholder
feedback regarding preference for increased use of operating metrics in XPO’s compensation plan.
The following table provides an overview of equity awards and performance metrics. In 2024, our NEOs received a majority of LTI
awards as PSUs, with the executive chairman and CEO receiving 80% in PSUs and 20% in RSUs. All other NEOs received 65% PSUs
and 35% RSUs.
Pay Element
Performance Measures / Details
Weight
Metric Rationale
Performance
Restricted Stock
Units (PSUs)(1)
LTL adjusted EBITDA growth
over three-year performance
period
35%
LTL adjusted EBITDA growth is a critical operating
performance measure that reflects the profitability
of the LTL business.
LTL adjusted operating ratio
improvement over three-year
performance period
40%
LTL adjusted operating ratio measures the cost-
efficiency and profitability of our LTL network
operations and informs our disciplined investments
in long-term growth.
Relative total shareholder return
(TSR) performance vs. S&P
Transportation
Select
Index,
measured over a three-year
performance period
25%
TSR targets incentivize a strong focus on XPO’s
growth in market position versus core competitors,
while directly aligning executive compensation with
stockholder value creation. Measurement over a
three-year performance period ensures that the
company is delivering increasing stockholder value
over time relative to its peers.
Restricted
Stock Units
(RSUs)
Ratable vesting annually over three years
Three-year vesting structure supports retention
and helps build stock ownership, ensuring strong
alignment with stockholder interests.
(1)
The PSU three-year cliff vesting is contingent upon the following performance target hurdles: (i) LTL adjusted EBITDA growth of at least 12% (35% of award); (ii) LTL adjusted
operating ratio improvement of at least 450 basis points (40% of award); and (iii) company TSR ranking at the completion of the performance period relative to each company in
the S&P Transportation Select Industry Index TSR (in the order of lowest to highest TSR) at a minimum of the 55th percentile (25% of award).
*
See Annex A for reconciliations of non-GAAP financial measures.
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© 2025 XPO, Inc.

2024 NEO Annual LTI Awards Granted
The Committee approved the annual LTI awards for each of our NEOs in 2024. The following table shows the economic value of the
approved annual long-term equity grants for each NEO:
NEO
Target PSUs ($)
RSUs ($)
Total ($)
Brad Jacobs
4,000,000
1,000,000
5,000,000
Mario Harik
7,840,000
1,960,000
9,800,000
Kyle Wismans
2,600,000
1,400,000
4,000,000
Dave Bates
975,000
525,000
1,500,000
Wendy Cassity
650,000
350,000
1,000,000
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE’S DECISION-MAKING PROCESS
Role of the Compensation and Human Capital Committee
The Committee is responsible for approving our compensation practices and overseeing our executive compensation program in a
manner consistent with XPO’s compensation philosophy. The Committee is tasked with: (i) reviewing the annual and long-term
performance goals for our NEOs; (ii) approving awards under incentive compensation and equity-based plans; and (iii) approving all
other compensation and benefits for our NEOs. The Committee acts independently but works closely with the full Board and executive
management in making many of its decisions. To assist it in discharging its responsibilities, the Committee has retained the services
of an independent compensation consultant, as discussed below.
Role of Management
Executive management provides input to the Committee, including with respect to the Committee’s evaluation of executive
compensation practices. In particular, our CEO, Mr. Harik, provides recommendations for proposed compensation actions with
respect to our executive team, but not with respect to his own or Mr. Jacobs’ compensation. The Committee carefully and
independently reviews the recommendations of management without members of management present and consults its independent
compensation consultant before making final determinations. We believe this process ensures that our executive compensation
program effectively aligns with XPO’s compensation philosophy and stockholder interests.
Role of the Committee’s Independent Compensation Consultant
The Committee directly retained Exequity LLP as its independent compensation consultant for 2024. In addition to compensation,
Exequity advises on governance matters, monitors trends and evolving market practices in executive compensation, and provides
general advice and support to the Committee and the Committee’s chair. Exequity’s support of the Committee in 2024 included
reviewing LTI award grant proposals providing guidance with the design of the annual STI program and reviewing the content of this
CD&A. Exequity did not provide any other services to the company.
The Committee considered the independence of Exequity in light of applicable SEC rules and NYSE listing standards. After taking into
account the absence of any relationships with management and members of the Committee, as well as Exequity’s internal policies
and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent
Exequity from serving as an independent compensation consultant to the Committee.
Peer Group and Market Analysis
XPO competes for the best talent within the transportation industry and across industries within the broader economic landscape. In
order to attract and retain high-performing talent, the Committee references prevailing pay rates when establishing target
compensation opportunities; specifically, by reviewing executive pay levels and practices across the peer group, as well as survey
data. The peer group serves as the principal reference group for evaluating our NEOs’ compensation. Survey data serves as a
secondary reference to ensure reasonableness by incorporating general industry companies with revenues between $5 billion and
$10 billion in annual revenue, which is comparable to XPO’s revenue. The Committee evaluates a range of information regarding
market pay practices, considering XPO has a longstanding history of sourcing executives from industries outside the transportation
and logistics sectors, and the number of pure-play public transportation carriers of a size similar to XPO is extremely limited.
At the end of 2023, the Committee, with support from Exequity, conducted a comprehensive annual review of the peer group. Based
on its evaluation, the Committee determined that no changes were needed to the peer group for 2024 given continued comparability
to XPO in terms of industry, revenue, market capitalization and labor market:
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© 2025 XPO, Inc.

2024 Peer Group
ArcBest Corporation
Hub Group, Inc.
Old Dominion Freight Line, Inc.
Avis Budget Group, Inc.
J.B. Hunt Transport Services, Inc.
Ryder System, Inc.
C.H. Robinson Worldwide, Inc.
Knight-Swift Transportation Holdings, Inc.
Schneider National, Inc.
CSX Corporation
Landstar System, Inc.
TFI International Inc.
Expeditors Int’l of Washington, Inc.
Matson, Inc.
Union Pacific Corporation
Hertz Global Holdings, Inc.
Norfolk Southern Corporation
Werner Enterprises, Inc.
The peer group and survey data were utilized in the benchmarking analysis conducted at the end of 2023 for evaluating 2024 total
compensation targets. In addition to reviewing peer group and survey data, the Committee considered other internal and external
factors in recommending compensation for our NEOs, including an executive’s experience and tenure, retention and succession plan
objectives, and company performance.
OTHER COMPENSATION-RELATED ITEMS
Stock Ownership Policies
We believe that executive equity ownership in the company ensures alignment with stockholders and mitigates potential risks in the
near-term at the expense of long-term value creation.
Guidelines
Stock ownership guidelines are expressed as a multiple of each NEO’s annual base salary:
◾CEO: 6x annual base salary
◾Other NEOs: 3x annual base salary
Compliance with our stock ownership guidelines is generally determined using the aggregate count of shares of common stock held
directly or indirectly by the NEO, plus unvested restricted stock units subject solely to time-based vesting. Stock options, whether
vested or unvested, and equity-based awards subject to performance-based vesting conditions, are not counted toward meeting
stock ownership guidelines until they have settled or been exercised, as applicable.
Until the stock ownership guidelines are met, an executive is required to retain 70% of the net shares (after tax withholding) received
upon settlement of equity-based awards. A newly appointed executive is required to reach his or her stock ownership guideline no
later than five years from the date of appointment.
As of the Record Date, all NEOs were in compliance with our stock ownership guidelines.
Clawback Policy
As described below under the heading Employment Agreements with NEOs — Clawbacks, Mr. Jacobs and Mr. Harik are party to
agreements in connection with their employment, which include clawback restrictions with respect to LTI and STI compensation.
Mr. Wismans, Mr. Bates and Ms. Cassity are subject to agreements in connection with their LTI compensation, which include clawback
restrictions. The Committee is focused on mitigating the company’s risk associated with its compensation program for NEOs and
believes that clawback provisions are an important tool to achieve this. In 2023, the Board adopted a clawback policy (the “Clawback
Policy”), which complies with the SEC rules and NYSE listing standards and is also more comprehensive.
Annual STI Compensation
Beyond the mandated clawback provisions under the SEC rules and NYSE listing standards, the employment agreements for
Mr. Jacobs and Mr. Harik provide that if the NEO has engaged in fraud or other willful misconduct that contributes materially to any
financial restatement or material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any
cash STI or annual STI previously paid, net of any taxes paid by the NEO on such STI; (ii) cancel any earned but unpaid cash STI or
annual STI; and/or (iii) adjust the NEO’s future compensation in order to recover an appropriate amount with respect to the restated
financial results or the material loss.
Long-Term Incentive Compensation
Beyond the mandated clawback provisions under the SEC rules and NYSE listing standards, the employment agreements for
Mr. Jacobs and Mr. Harik include a clawback provision under which the NEO may be required, upon certain triggering events, to
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repay all or a portion of LTI compensation that was previously paid (including proceeds from previously exercised and vested equity-
based awards) and to forfeit unvested equity-based awards during the term of the employment agreements. In cases where a cure is
possible, the NEO will first be provided with a specified cure period. These clawback provisions are generally triggered if any of the
following conditions apply. If the NEO:
◾Is terminated for cause, as defined in the employment agreement;
◾Has engaged in fraud or other willful misconduct that contributes materially to any significant financial restatement or material loss
to our company or any of our affiliates; and/or
◾Breaches the restrictive covenants that are applicable under the employment agreement.
The time period for the company to take action under this clawback provision is up to six months from the date of termination for
cause and, for all other specified conditions, at any time up to six months after learning of the conduct, but in no event more than
two years after the NEO engages in such conduct.
The LTI agreements for NEOs provide that if they breach any restrictive covenant contained in any arrangements with the company or
engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the company or any of
its subsidiaries, the company may require the NEO to repay any long-term incentive compensation that was previously paid (including
proceeds from vested equity-based awards) and to forfeit unvested equity-based awards. In cases where a cure is possible, the NEO
will first be provided with a specified cure period.
The Change in Control and Severance Agreements for our NEOs provide that they will be subject to any legally mandated policy
relating to the recovery of compensation, to the extent that the company is required to implement such policy pursuant to applicable
law.
The Clawback Policy provides that the company shall promptly recoup any erroneously awarded compensation received by any
covered executive in the event of an accounting restatement. The accounting restatements covered include any restatement of the
company’s financial statements due to material noncompliance with any financial reporting requirement under the securities laws,
including any required accounting restatement to correct an error in previously issued financial statements that is material to such
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected.
The amount of erroneously awarded compensation subject to recovery under the Clawback Policy is the amount of incentive-based
compensation received during the three-year period preceding the date of the accounting restatement exceeds the amount that
would have been received had it been determined based on the restated amounts.
To the extent that the rules adopted by the NYSE or the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act
are broader than the clawback provisions contained in our NEO agreements, and to the extent that the company is required to
implement any additional clawback provisions pursuant to applicable law, each NEO will be subject to additional clawback provisions
pursuant to such rules as described under the heading Employment Agreements with NEOs — Clawbacks.
Equity Granting Policy
All equity awards to NEOs are approved by the Committee with a grant date determined at the time of approval. We do not currently
grant stock options. The Committee did not take material non-public information into account when determining the timing and terms
of equity awards in 2024, and we do not time the disclosure of material non-public information for the purpose of affecting the value
of executive compensation.
Benefits
Our NEOs are provided with the same benefits as are generally offered to other eligible employees, including participation in our
company’s 401(k) plan and insurance benefit programs. Our NEOs receive minimal perquisites, as shown in the “All Other
Compensation” table following the CD&A.
Employment Agreements
We have entered into multi-year employment agreements with certain of our NEOs to promote long-term retention, while enabling the
Committee to exercise discretion in designing incentive compensation programs. The material compensation-related terms of these
agreements are described under the heading Employment Agreements with NEOs.
Mr. Jacobs and Mr. Harik each entered into employment agreements in connection with the transition to their new roles in August and
September 2022, respectively; these agreements became effective upon the RXO spin-off on November 1, 2022. Mr. Wismans
entered into an offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance
Agreement in connection with his promotion to chief financial officer (“CFO”), effective August 11, 2023. Mr. Bates entered into an
offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance Agreement in
connection with his hiring as COO, effective April 21, 2023. Ms. Cassity entered into an offer letter agreement, a Confidential
Information Protection Agreement, and a Change of Control and Severance Agreement in connection with her hiring as chief legal
officer (“CLO”), effective March 13, 2023.
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The above mentioned agreements for our NEOs (collectively, the “NEO Agreements”) outline the terms and conditions of employment
with XPO, including all restrictive covenants that benefit the company, with provisions such as non-competition and non-solicitation
of customers and employees, as well as the target compensation opportunity designated by the Committee for base salary, annual
STIs, annual LTIs, and other separation benefits that the executives would qualify for under specified circumstances. The material
terms of these agreements are described under the heading Employment Agreements with NEOs. There are no multi-year
compensation guarantees established in the NEO Agreements. The Committee may adjust compensation levels from year to year
based on its annual assessments of performance and market benchmarks. For 2024, the Committee determined that no changes to
base salary or target variable compensation levels were warranted, except for Mr. Wismans whose base salary and target STI
increased from $550,000 to $600,000 and target LTI increased from $1,300,000 to $1,800,000. These changes were based on
assessments of competitive market practices data conducted in late 2023 and early 2024.
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) disallows a federal income tax deduction to public
companies for compensation greater than $1 million paid in any tax year to covered executive officers.
As a general matter, while tax deductibility is one of several relevant factors considered by the Committee in determining compensation,
our Board believes that the tax deduction limitation imposed by Section 162(m) should not compromise the company’s access to
compensation arrangements that will attract and retain a high level of executive talent. Accordingly, the Committee and the Board
take into consideration a multitude of factors when making executive compensation decisions and may approve executive
compensation that is not tax deductible.
Risk Assessment of Incentive Compensation Programs
The Committee’s independent compensation consultant conducts an annual assessment of the Company’s compensation program
to determine whether there are material risks that could arise from our compensation plans and programs. Based on this review, the
Committee concluded that the company’s 2024 compensation plans and programs are not reasonably likely to have a material
adverse effect on the company.
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT
The following statement made by the Committee does not constitute soliciting material and should not be deemed filed or
incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange
Act, except to the extent that we specifically incorporate such statement by reference.
The Committee reviewed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K,
as set forth above. Based on this review and the resulting discussions with management, the Committee recommended to our Board
of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into
XPO’s 2024 Form 10-K.
COMPENSATION AND HUMAN CAPITAL COMMITTEE
Johnny C. Taylor, Jr., chair
Allison Landry, member
Irene Moshouris, member
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COMPENSATION TABLES
Summary Compensation Table
The following table provides information concerning the total compensation awarded to, earned by or paid to our NEOs for the year
ended December 31, 2024. We compensate our NEOs pursuant to the terms of their respective employment agreements. The
information reported in the table below reflects the terms of such agreements. More information about our NEOs’ employment
agreements is provided under the heading Employment Agreements with NEOs.
Name and Principal Position
Year
Salary ($)
Bonus(1) ($)
Stock
Awards(2)(3) ($)
Non-Equity
Incentive Plan
Compensation(4) ($)
All Other
Compensation(5) ($)
Total ($)
Brad Jacobs(6)
Executive Chairman
2024
600,000
—
5,449,879
1,321,110
15,315
7,386,304
2023
600,000
—
14,125,046
1,291,050
14,880
16,030,976
2022
929,561
—
34,600,992(7)
11,446,524
13,880
46,990,957
Mario Harik(8)
Chief Executive Officer
2024
850,000
—
10,681,790
2,495,430
15,480
14,042,700
2023
850,000
—
9,084,498
2,438,650
14,463
12,387,611
2022
557,857
—
7,381,069(7)
1,075,334
13,463
9,027,723
Kyle Wismans(9)
Chief Financial Officer
2024
591,154
—
4,292,522
880,740
15,189
5,779,605
2023
440,913
795,000
1,679,932
788,975
14,102
3,718,922
Dave Bates(10)
Chief Operating Officer
2024
750,000
—
1,609,682
4,177,600
15,480
6,552,762
2023
522,116
1,725,000
11,485,130
2,468,431
1,120
16,201,797
Wendy Cassity(11)
Chief Legal Officer
2024
575,000
—
1,073,103
844,043
15,252
2,507,398
2023
464,423
570,000
1,324,127
824,838
1,210
3,184,598
(1)
Annual cash bonus awards for 2024 and 2023 are included in the column“Non-Equity Incentive Plan Compensation”and reflect formulaic awards earned in respect of those years.
In 2023, Mr. Wismans received $795,000 in cash-based retention bonuses related to the RXO spin-off prior to becoming CFO; Mr. Bates was granted a new hire sign-on cash
award of $1.725 million, which included a payment in lieu of the short-term incentive bonus that he was forced to forfeit upon joining XPO from his previous employer; and
Ms. Cassity received a sign-on bonus of $570,000 as part of her offer letter. Annual cash bonus awards for 2022 are included in the column “Non-Equity Incentive
Plan Compensation” and reflect formulaic annual cash bonus awards earned in respect to 2022 for Mr. Jacobs and Mr. Harik.
(2)
The amounts reflected in this column generally represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with
Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” (“FASB ASC 718”). The amounts reported for the 2024
performance stock units reflect achievement of the performance goals at target.At the grant date, these awards were expected to vest at the maximum and the actual grant date
fair value calculated in accordance with FASBASC 718 was $8,449,804,$16,561,763,$6,242,504,$2,341,001 and $1,560,689,for Mr.Jacobs,Mr.Harik,Mr.Wismans,Mr.Bates
and Ms. Cassity, respectively. Note that these amounts may not correspond to the actual value realized by each NEO, as they are based upon company performance over the
three-year performance period. For additional information related to the measurement of stock-based compensation awards, see Notes to Consolidated Financial
Statements — Note 15. Stock-Based Compensation in our 2024 Form 10-K.
(3)
In order to preserve the value of the awards held by employees continuing with XPO following the RXO spin-off, including our NEOs, the number of outstanding shares underlying
outstanding awards were adjusted using the ratios and methodologies outlined in each employee matters agreement, as applicable. The RXO ratio was based on either: (i) the
closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO common stock on November 1, 2022; or (ii) a distribution
ratio of one share of RXO common stock for every share of XPO common stock. The modification of these awards in connection with the spin-off did not result in incremental
compensation cost.
(4)
The amounts reported in this column for 2024 represent the amounts earned under the annual short-term incentive awards, based on achievement of the 2024 targets, as
described under the heading Executive Compensation Outcomes for 2024 in the sections “Annual Short Term Incentive Awards — NEO STI Payouts Excluding COO” and “Annual
ShortTerm IncentiveAwards — COO STI Payouts.”The 2023 STI award for Mr.Wismans reflects combined compensation amounts of $479,870 for the prior roles he held in 2023,
as well as $309,105 for the portion of 2023 he served as our CFO. In lieu of an annual short-term incentive award, Mr. Bates receives quarterly payments equivalent to 0.56% of
our North American LTL adjusted operating income, subject to certain restrictions. Descriptions of the company’s profit-sharing cash incentive plan and Award Agreement are
provided under the heading Executive Compensation Outcomes for 2024 in the section COO STI Payouts.The amounts reflected in this column for 2022 include formulaic annual
cash bonus awards earned in respect of 2022 of $2,612,822 and $1,075,334 for Mr.Jacobs and Mr.Harik,respectively.The amounts reflected in this column for 2022 also include
a cash LTI award granted in 2020 and earned in respect of 2022 for Mr. Jacobs. On July 31, 2020, the Committee awarded Mr. Jacobs and Mr. Harik LTI awards subject to
achievement of an absolute adjusted cash flow per share goal, a relative growth in adjusted cash flow per share goal and scorecard targets related to ESG goals. The award is
earned in cash in four installments on the first anniversary of the grant (July 31, 2021) and each of January 15, 2022, 2024 and 2026. The goals underlying the 2020 LTI award
are subject to both performance-based and service-based conditions.The target award can be earned based on attainment of the absolute adjusted cash flow per share goals of
$3.04, $4.51, $5.35 and $5.95 for each of the second half of 2020 and full year 2021, 2022 and 2023, respectively (50% of award); the relative growth in adjusted cash flow per
share goal at the 55th percentile (25% of award); or achievement against goals related to ESG as outlined in a comprehensive scorecard (25% of award). The award is earned
based on a sliding scale with a minimum payout of 0% and a maximum payout of 200%. On February 9, 2023, the Committee approved the cancellation of 100% of the target
amount of the 2023 tranche of the 2020 LTI award for Mr. Jacobs and Mr. Harik and replacement with PSUs (the “PSU Replacement Awards”). Each PSU Replacement Award has
a target grant date value equal to the canceled portion of Messrs. Jacobs’ and Harik’s 2020 LTI awards.The PSU Replacement Awards are subject to a replacement of the absolute
adjusted cash flow per share and relative growth in adjusted cash flow per share performance goals from the 2020 LTI awards’ final tranche with a relative TSR performance goal,
weighted at 75%, and a continuation of the ESG scorecard goal, weighted at 25% and adjusted in connection with the RXO spin-off.The number of PSUs granted pursuant to the
PSU Replacement Award for each of Mr. Jacobs and Mr. Harik was determined based on the grant value of the 2020 LTI awards final tranche for each of Messrs. Jacobs and Harik
and the closing price of a share of the company’s common stock on February 9, 2023. The PSU Replacement Awards have an additional time-based vesting condition that
generally requires continued service through February 9, 2025, or an earlier qualifying termination of service, and are subject to a restriction on the sale or transfer of shares until
January 15, 2026 (which generally aligns with the vesting period for the corresponding canceled portion of the 2020 LTI awards).
(5)
The components of All Other Compensation for 2024 are detailed in the “All Other Compensation” table below.
(6)
Effective as of November 1, 2022, Mr. Jacobs, formerly chairman and CEO, assumed the role of executive chairman. Mr. Jacobs’ 2022 amounts reflect all of his compensation for
the full fiscal year. Mr. Jacobs did not receive any additional compensation for his service as a director.
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(7)
On November 1, 2022, in connection with the completion of the RXO spin-off, the outstanding PSUs granted in 2018 and 2019 to both Mr. Jacobs and Mr. Harik were modified by
converting the 2018 PSU award and 2019 PSU awards held by each into time-based vesting RSU awards (“2022 Converted RSUs”). The 2022 Converted RSUs: (i) vest on
December 31, 2024, generally subject to continued employment by the executive (or, in the case of Mr. Jacobs, willingness to serve on the company’s board of directors) through
the vesting date; and (ii) the after-tax shares received upon the settlement of the 2022 Converted RSUs, subject to a lock-up that prohibits transfers of such shares through
December 31, 2025.With respect to the previously awarded PSUs in 2018 and 2019 for Mr. Jacobs and Mr. Harik, the company reported the grant date values of those awards in
the tables “Summary Compensation Table” and “Grants of Plan-Based Award” in the year of grant as if the performance conditions associated with those awards were probable.
The performance conditions were not probable and the amounts that should have been reflected were $0. In 2022, these awards were modified and converted to time-based
RSUs. The fair value of the awards immediately prior to the 2022 modification were zero, as the awards were not probable. The amount shown in this column represents the
incremental fair value of the modified awards calculated in accordance with FASB ASC 718 at the 2022 modification date over the sum of the award amounts previously reported
in our 2018 and 2019 proxy statements ($12,690,463 and $7,007,415 for Mr. Jacobs, and $1,230,004 and $1,648,799 for Mr. Harik, for 2018 and 2019, respectively).The values
shown in this column (when taken together with the previously reported values) are equal to the full amount of compensation expense to be taken for these awards under FASB
ASC Topic 718. The financial statements properly reflect the accounting for these awards in accordance with FASB ASC 718 for all periods.
(8)
Effective as of November 1, 2022, Mr. Harik, formerly chief information officer, chief customer officer, and president, North American LTL, assumed the role of CEO and was
appointed a director of the company. Mr. Harik’s 2022 amounts reflect all of his compensation for the full fiscal year. Mr. Harik did not receive any additional compensation for his
service as a director.
(9)
Effective as of August 11, 2023, Mr.Wismans assumed the role of CFO. Mr.Wismans’ 2023 amounts reflect all of his compensation for the full fiscal year. Effective April 7, 2024,
Mr. Wismans’ base salary increased from $550,000 to $600,000. Mr. Wismans’ 2024 amounts reflect all of his compensation for the full fiscal year.
(10)
Effective as of April 21, 2023, Mr. Bates assumed the role of COO. Mr. Bates’ 2023 amounts reflect all of his compensation for the full fiscal year.
(11)
Effective as of March 13, 2023, Ms. Cassity assumed the role of CLO. Ms. Cassity’s 2023 amounts reflect all of her compensation for the full fiscal year.
All Other Compensation
The following table provides the amounts included in the “All Other Compensation” column in the Summary Compensation Table for
our NEOs in 2024.
Name
Matching
Contributions
to
401(k) Plan(1)
($)
Company-
Paid Life
Insurance
Premiums(2)
($)
Total
($)
Brad Jacobs
13,800
1,515
15,315
Mario Harik
13,800
1,680
15,480
Kyle Wismans
13,800
1,389
15,189
Dave Bates
13,800
1,680
15,480
Wendy Cassity
13,800
1,452
15,252
(1)
Amounts in this column represent matching contributions made by XPO to the company’s 401(k) plan. Only amounts contributed directly by our NEOs are eligible for matching
contributions, and our NEOs are eligible for matching contributions on the same basis as all other eligible employees of our company.
(2)
Amounts in this column include company-paid premiums for basic life insurance.
Grants of Plan-Based Awards
The following table provides additional details regarding grants of equity plan-based awards for our NEOs in 2024.
Estimated Future Payouts
Under Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of
Stock or
Units (#)
Grant Date
Fair Value
of Stock
Awards ($)(3)
Name
Grant
Date
Grant
Type
Threshold (#)(1)
Target (#)
Maximum (#)(2)
Brad Jacobs
3/1/2024
PSU
14,511
33,167
66,334
—
4,449,864
3/1/2024
RSU
—
—
—
8,292
1,000,015
Mario Harik
3/1/2024
PSU
28,442
65,008
130,016
—
8,721,799
3/1/2024
RSU
—
—
—
16,252
1,959,991
Kyle Wismans
3/1/2024
PSU
9,433
21,559
43,118
2,892,477
3/1/2024
RSU
—
—
—
11,609
1,400,045
Dave Bates
3/1/2024
PSU
3,537
8,085
16,170
—
1,084,710
3/1/2024
RSU
—
—
—
4,353
524,972
Wendy Cassity
3/1/2024
PSU
2,359
5,390
10,780
—
723,122
3/1/2024
RSU
—
—
—
2,902
349,981
(1)
The amounts in this column reflect the number of potential shares earned for threshold performance for each performance metric of each award.
(2)
The maximum level that may be paid is 200% of target.
(3)
The amounts in this column generally reflect the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” (“FASB ASC 718”). The amounts reported for the performance
stock units reflect achievement of the performance goals at target. At the grant date, these awards were expected to vest at the maximum, and the actual grant date fair value
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calculated in accordance with FASB ASC 718 for these awards was $7,449,789, $14,601,772, $4,842,458, $1,816,029 and $1,210,708, for Mr. Jacobs, Mr. Harik, Mr.Wismans,
Mr. Bates and Ms. Cassity, respectively. Note that these amounts may not correspond to the actual value realized by each NEO, as they are based upon company performance over
the three-year performance period. For additional information related to the measurement of stock-based compensation awards, see “Notes to Consolidated Financial
Statements — Note 15. Stock-Based Compensation” in our 2024 Form 10-K.
Additional information relevant to the awards shown in the above table, including a discussion of the applicable performance criteria
and the actual payouts under such awards, is included below under the heading Outstanding Equity Awards at Fiscal Year-End.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.
Stock Awards
Name
Number of
Shares or
Units of Stock
That Have
Not Vested (#)(1)(2)
Market Value of
Shares or
Units of Stock
That Have Not
Vested ($)(3)
Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested (#)(1)(4)
Equity Incentive
Plan Awards:
Market or Payout Value
of Unearned Shares,
Units or Other Rights That
Have Not Vested ($)(3)
Brad Jacobs
522,186(5)
68,484,694(5)
286,962(6)
37,635,066(6)
Mario Harik
183,352(7)
24,046,615(7)
806,702(8)
105,798,967(8)
Kyle Wismans
30,696(9)
4,025,780(9)
66,574(10)
8,731,180(10)
Dave Bates
42,404(11)
5,561,285(11)
264,920(12)
34,744,258(12)
Wendy Cassity
20,483(13)
2,686,345(13)
41,092(14)
5,389,216(14)
Note:Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in connection with a qualifying
termination of employment. See the “Potential Payments Upon Termination or Change of Control” table below for more details.
(1)
In order to preserve the value of the awards held by employees continuing with XPO following each of the spin-offs of GXO Logistics, Inc. (“GXO”) and RXO, as applicable, including
our NEOs, the numbers of outstanding shares underlying outstanding awards were adjusted using the ratios and methodologies outlined in each employee matters agreement, as
applicable. The GXO ratio was based on the closing price per share of XPO common stock on July 30, 2021, compared with the closing price per share of XPO common stock on
August 2, 2021. The RXO ratio was based on either: (i) the closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO
common stock on November 1, 2022; or (ii) a distribution ratio of one share of RXO common stock for every share of XPO common stock. The modification of these awards in
connection with either spin-off did not result in incremental compensation cost.
(2)
In accordance with the RXO spin-off distribution ratio, the outstanding RXO RSUs are as follows: Mr. Harik received 28,031 RXO PSUs that have been certified at 52% and
converted to time-based RXO RSUs through the remainder of the vesting period valued at $668,259; and Mr. Wismans received 1,713 RXO RSUs valued at $40,838 calculated
using $23.84,the closing price of RXO common stock on the NYSE on December 31,2024,the last trading day of our fiscal year 2024.The value of these RXO RSUs is not reflected
in the table above.
(3)
The values reflected in this column were calculated using $131.15, the closing price per share of XPO common stock on the NYSE on December 31, 2024, the last trading day of
our fiscal year 2024.
(4)
In accordance with the RXO spin-off distribution ratio,the outstanding RXO PSUs are as follows:Mr.Harik received 28,031 RXO PSUs valued at $668,259 using $23.84,the closing
price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024.These PSUs have been certified at 52% and have converted
to time-based RXO RSUs for the remainder of the vesting period. The value of these RXO RSUs is not reflected in the table above.
(5)
Consists of: (i) 99,102 PSUs and 396,406 PSUs that vest on February 9, 2025, resulting from performance certifications at 150% and 200%, respectively, and are counted as
time-based RSUs through the remainder of the vesting period; (ii) 18,386 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (iii) 8,292 RSUs that
vest in equal installments on March 15, 2025, March 15, 2026, and March 15, 2027.
(6)
Consists of: (i) 110,314 target PSUs that vest on March 6, 2026; and (ii) 33,167 target PSUs that vest on March 1, 2027, subject to achievement of the performance criteria defined
below. PSUs are reflected at the maximum level. The 99,102 PSUs and 396,406 PSUs that resulted from the performance certification at 150% and 200%, respectively, are
converted to time-based RSUs through the remainder of the vesting period on February 9, 2025.
a.
PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance criteria. The PSUs are shown at the maximum level, with achievement of target
performance goals as follows: (i) LTL adjusted EBITDA growth of at least 8% (40% of award); (ii) LTL adjusted operating ratio Improvement of at least 300 basis points (20%
of award); and (iii) our company’s TSR ranking at the completion of the performance period relative to each company in the S&P Transportation Select Industry Index TSR
(in the order of lowest to highest TSR) at a minimum of the 60th percentile (40% of award).
b.
PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance criteria. The PSUs are shown at the maximum level, with achievement of target
performance goals as follows: (i) LTL adjusted EBITDA growth of at least 12% (35% of award); (ii) LTL adjusted operating ratio Improvement of at least 450 basis points
(40% of award); and (iii) our company’s TSR ranking at the completion of the performance period relative to each company in the S&P Transportation Select Industry Index
TSR (in the order of lowest to highest TSR) at the 55th percentile (25% of award).
(7)
Consists of: (i) 28,031 PSUs that resulted from performance certification at 52% and converted to time-based RSUs through the remainder of the vesting period; (ii) 22,298 PSUs
and 89,192 PSUs that vest February 9, 2025, resulting from performance certifications at 150% and 200%, respectively, and are counted as time-based RSUs through the
remainder of the vesting period; (iii) 27,579 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (iv) 16,252 RSUs that vest in equal installments on
March 15, 2025, March 15, 2026 and March 15, 2027.
(8)
Consists of: (i) 165,472 target PSUs that are eligible to vest on March 6, 2026; (ii) 172,871 target PSUs that are eligible to vest on August 5, 2026 subject to the TSR Performance
Goal with a relativeTSR Multiplier; and (iii) 65,008 target PSUs that vest on March 1,2027 both as defined below.28,031 PSUs resulted from performance certification at 52% and
converted to time-based RSUs through the remainder of the vesting period, and the 22,298 and 89,192 PSUs that resulted from performance certifications at 150% and 200%,
respectively, are converted to time-based RSUs through the remainder of the vesting period.The PSUs that vest on March 6, 2026 and August 5, 2026 are restricted from sale until
one year after the settlement date, except in death or change of control termination. The PSUs are reflected at a maximum payout of 200% of target. The target award can be
earned based on individual or aggregate attainment of the performance goals as detailed below.The award is earned based on a sliding scale with a minimum payout of 0% and
a maximum payout of 200% of target.
43
© 2025 XPO, Inc.

a.
PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs.
b.
PSUs noted as vesting on August 5, 2026, subject to achievement of a relative TSR goal with a relative TSR multiplier; cannot be earned until after the four-year
performance period ending August 5, 2026. The goals underlying these PSUs are: (i) company TSR ranking at the completion of the performance period relative to each
company in the S&P Midcap 400 Index TSR (in the order of lowest to highest TSR) at a minimum of the 67th percentile (the “TSR Performance Goal”); and (ii) a multiplier
of company TSR over the performance period that exceeds the aggregate weighted TSR of certain pre-selected transportation peers over the performance period by a
minimum of 200 basis points (the “TSR Multiplier”).
c.
PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs.
(9)
Consists of:(i) 1,087 RSUs that vest on March 10,2025; (ii) 626 RSUs that vest on November 14,2025; (iii) 7,945 RSUs that vest in substantially equal installments on February 15,
2025 and February 15, 2026; (iv) 5,975 RSUs that vest in substantially equal installments on March 15, 2025 and March 15, 2026; (v) 3,454 RSUs that vest on August 15, 2027;
and (vi) 11,609 RSUs that vest in equal installments on March 15, 2025, March 15, 2026 and March 15, 2027.
(10)
Consists of: (i) 8,274 target PSUs that vest on March 6, 2026; (ii) 21,559 target PSUs that vest on March 1, 2027; and (iii) 3,454 target PSUs that vest on August 15, 2027, subject
to achievement of certain performance goals. PSUs are reflected at the maximum level.
a.
PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs.
b.
PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs.
c.
PSUs noted as vesting on August 15, 2027, subject to achievement of the TSR performance goals as follows: (i) achievement of threshold opportunity at 50% payout for the
company’s Total Shareholder Return Percentile Position vs. Index Companies in the S&P Transportation Select Industry Index for performance at the 40th percentile
performance; and (ii) the maximum payout level of 200% of target for performance at the 75th percentile or greater.The target award can be earned based on attainment
of the company’s Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 55th percentile performance
for the period August 15, 2023 through August 15, 2027 (100% of award).The PSUs are reflected at a maximum payout of 200% of target.The award is earned based on
a sliding scale with a minimum payout of 0% and a maximum payout of 200%.
(11)
Consists of: (i) 7,951 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; (ii) 30,100 RSUs that vest on April 21, 2025; and (iii) 4,353 RSUs that vest in
equal installments on March 15, 2025, March 15, 2026 and March 15, 2027.
(12)
Consists of: (i) 22,149 target PSUs that vest on March 6, 2026; (ii) 8,085 target PSUs that vest on March 1, 2027; and (iii) 102,226 target PSUs that vest on April 21, 2028, subject
to achievement of certain performance goals. PSUs are reflected at the maximum level.
a.
PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs.
b.
PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs.
c.
PSUs noted as vesting on April 21, 2028, subject to achievement of the TSR performance goals as follows: (i) achievement of threshold opportunity at 50% payout for the
company’s Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 40th percentile performance; and
(ii) the maximum payout level of 200% of target for performance at the 75th percentile or greater.The target award can be earned based on attainment of the company’s
Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 55th percentile performance for the period
April 21, 2023 through April 21, 2028 (100% of award). PSUs are reflected at the maximum level.
(13)
Consists of: (i) 17,581 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (ii) 2,902 RSUs that vest in equal installments on March 15, 2025,
March 15, 2026 and March 15, 2027.
(14)
Consists of: (i) 15,156 target PSUs that vest on March 6, 2026; and (ii) 5,390 target PSUs that vest on March 1, 2027, subject to achievement of certain performance goals. PSUs
are reflected at the maximum level. See footnote 6a and 6b above, respectively, for additional terms of these PSUs.
Option Exercises and Stock Vested
The following table sets forth the options exercised and stock vested for our NEOs during 2024.
Stock Awards(1)
Name
Number of Shares
Acquired on Vesting (#)
Value Realized on
Vesting ($)(2)
Brad Jacobs
1,183,688
155,162,633
Mario Harik
235,712
30,796,560
Kyle Wismans
8,675
1,073,835
Dave Bates
34,075
3,933,723
Wendy Cassity
8,791
1,078,304
(1)
In accordance with the RXO spin-off distribution ratio, certain outstanding LTI awards on November 1, 2022 received corresponding LTI awards covering shares of stock of RXO,
Inc.These RXO LTI awards vested as follows:(i) Mr.Jacobs vested in 1,174,495 RXO RSUs valued at $27,999,961; (ii) Mr.Harik vested in 221,923 RXO RSUs valued at $5,290,644;
and (iii) Mr.Wismans vested in 1,089 RXO RSUs valued at $22,771 and 626 RXO RSUs valued at $17,209.The values reflected were calculated by multiplying the number of RXO
shares that vested in 2024 by the closing price per share of RXO common stock on the NYSE on each applicable vesting date. The values of these RXO awards are not reflected
in the table above.
(2)
The values reflected in this column were calculated by multiplying the number of shares that vested in 2024 by the closing price of one share of XPO common stock on the NYSE
on each applicable vesting date.
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Potential Payments Upon Termination or Change of Control
The following table sets forth the amounts of compensation that would be due to each of Messrs. Jacob and Harik pursuant to their
respective employment agreements and equity award agreements (or in the cases of each of Messrs. Wismans and Bates and
Ms. Cassity, pursuant to their Change of Control and Severance Agreement and equity award agreements), as applicable, upon the
termination events as summarized below, as if each such event had occurred on December 31, 2024. The amounts shown below are
estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will be determined upon
the occurrence of any such event.
Brad Jacobs
($)
Mario Harik
($)
Kyle Wismans
($)
Dave Bates
($)
Wendy Cassity
($)
Termination without Cause:
Continuation of cash compensation(1)(2)(3)(4)
4,500,000
3,400,000
1,800,000
5,775,000
1,725,000
Acceleration of equity-based awards(5)(6)
87,302,227(8)
49,564,339
3,097,370
9,828,119
2,415,390
Continuation of medical / dental benefits(7)
20,744
28,893
11,460
12,530
12,216
Total
91,822,971
52,993,232
4,908,830
15,615,649
4,152,606
Voluntary Termination with Good Reason:
Continuation of cash compensation(1)(4)
4,500,000
—
—
—
—
Acceleration of equity-based awards(5)(6)
87,302,227
—
—
—
—
Continuation of medical / dental benefits(7)
20,744
—
—
—
—
Total
91,822,971
—
—
—
—
Termination for Cause or Voluntary
Termination without Good Reason:
Continuation of cash compensation
—
—
—
—
—
Acceleration of equity-based awards
—
—
—
—
—
Continuation of medical/dental benefits
—
—
—
—
—
Accrued paid time off (PTO) payment
—
—
—
—
—
Total
—
—
—
—
—
Disability:
Continuation of cash compensation
—
—
—
—
—
Acceleration of equity-based awards(6)
76,263,200
14,621,914
1,347,697
3,328,849
1,024,675
Continuation of medical / dental benefits
—
—
—
—
—
Total
76,263,200
14,621,914
1,347,697
3,328,849
1,024,675
Death:
Continuation of cash compensation
—
—
—
—
—
Acceleration of equity-based awards(5)(6)(7)
87,302,227
76,946,098
8,391,370
22,933,414
5,380,953
Continuation of medical / dental benefits
—
—
—
—
—
Total
87,302,227
76,946,098
8,391,370
22,933,414
5,380,953
Change of Control and No Termination:
Continuation of cash compensation
—
—
—
—
—
Acceleration of equity-based awards
—
—
—
—
—
Continuation of medical / dental benefits
—
—
—
—
—
Total
—
—
—
—
—
Change of Control and Termination without
Cause or for Good Reason:
Continuation of cash compensation(1)(2)(3)(4)
5,400,000
9,324,500
3,000,000
11,760,000
2,875,000
Acceleration of equity-based awards(5)(6)
87,302,227
76,946,098
8,391,370
22,933,414
5,380,953
Continuation of medical / dental benefits(7)
41,488
57,786
45,840
50,119
48,864
Total
92,743,715
86,328,384
11,437,210
34,743,533
8,304,817
(1)
Amounts shown do not include any payments for accrued and unpaid salary, bonuses or paid time off. In the event of a termination by the company without cause, continuation
of cash compensation payable to each of Messrs. Harik,Wismans and Bates and Ms. Cassity will be reduced, dollar for dollar, by other income earned by such NEO in accordance
with the terms of their employment agreement. The calculations of continuation of cash compensation pay for each use the applicable NEO’s base salary and target bonus
amounts effective as of December 31, 2024.
(2)
In the event of a termination for any reason, the company has the right to extend the period during which each of Messrs. Harik,Wismans and Bates and Ms. Cassity is bound by
the non-competition covenant in their employment agreement for up to 12 additional months for Mr. Harik and Ms. Cassity, and up to 18 additional months for Messrs. Wismans
and Bates. This would extend the non-compete period from three years to four years following termination for Mr. Harik, from 18 months to three years following termination for
Messrs. Wismans and Bates, and from 12 months to 24 months for Ms. Cassity. During the period the non-compete is extended, the applicable NEO would be entitled to receive
cash compensation consisting of a portion of his or her monthly base salary as in effect on the date employment is terminated, reduced dollar for dollar by any other income
earned at the time by the NEO. Fully extending the non-compete period would increase the amounts shown as continuation of cash compensation by up to $850,000 for Mr. Harik,
$900,000 for Mr. Wismans, $1,125,000 for Mr. Bates and $575,000 for Ms. Cassity.
(3)
The values reflected in this row for Mr. Jacobs consist of non-compete payments in accordance with the terms of his employment agreement, including upon termination due to
mutual agreement by our company and Mr. Jacobs. In the event of a termination for any reason, our company has the right to extend the period during which Mr. Jacobs is bound
by the non-competition covenant in his employment agreement for up to 12 additional months.This would extend the non-compete period from three years to four years following
termination. During the period the non-compete is extended, Mr. Jacobs would be entitled to receive cash compensation consisting of a portion of his monthly base salary and
1/12th of his target bonus as in effect on the date employment is terminated, reduced dollar for dollar by any other income earned at the time by Mr. Jacobs. Fully extending the
non-compete period would increase the amount shown as continuation of cash compensation by up to $1,500,000 for Mr. Jacobs.
(4)
In order to preserve the value of the awards held by employees continuing with XPO following each of the GXO and RXO spin-offs, as applicable, including our NEOs, the number
of outstanding shares underlying outstanding awards were adjusted using the ratios and methodologies outlined in each Employee Matters Agreement, as applicable. The GXO
ratio was based on the closing price per share of XPO common stock on July 30, 2021, compared with the closing price per share of XPO common stock on August 2, 2021. The
RXO ratio was based on either: (i) the closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO common stock on
45
© 2025 XPO, Inc.

November 1, 2022; or (ii) a distribution ratio of one share of RXO common stock for every share of XPO common stock.The modification of these awards in connection with either
spin-off did not result in incremental compensation cost.
(5)
The values reflected in this row for each of Messrs. Jacobs, Harik,Wismans and Bates and Ms. Cassity, as applicable, were calculated using $131.15, the closing price per share
of XPO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. The amounts shown for PSUs have been estimated assuming that the
applicable performance goals are met at target levels; the February 9, 2023 PSUs granted to Messrs. Jacobs and Harik include the vested amounts certified at 150% and 200%
respectively that would be payable on certain termination events. As of December 31, 2024, none of the NEOs had any unvested stock options. Values applicable to all NEOs
include standard pro-rata vesting upon certain terminations pursuant to the applicable award agreement.
(6)
In accordance with the RXO spin-off distribution ratio, certain outstanding RSU and PSU award counts increased on November 1, 2022, the spin-off date, to cover shares of stock
of RXO, Inc.These time-based RXO RSUs and PSUs would accelerate upon termination as follows: (i) for Mr. Harik (except in the case of a termination without cause or a voluntary
termination for good reason not in connection with a Change of Control) 28,031 RXO PSUs valued at $668,259; and (ii) for Mr. Wismans 1,087 RXO RSUs valued at $25,914 and
626 RXO RSUs valued at $14,924, calculated using $23.84, the closing price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal
year 2024.In the event of a termination without cause for Mr.Harik,his outstanding RXO PSUs would accelerate as follows:28,031 RXO PSUs valued at $668,259 calculated using
$23.84, the closing price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024.The value of these RXO RSUs and PSUs
are not reflected in the table above. The amounts shown for Mr. Harik’s PSUs have been estimated assuming that the applicable performance goals are met at target levels.
(7)
The amounts of continued medical and dental benefits shown in the table: (i) have been calculated based upon our current actual costs of providing the benefits through COBRA;
and (ii) have not been discounted for the time value of money. In the event of a termination without cause, continued medical and dental benefits would cease for Mr. Jacobs when
he receives medical or dental coverage,as applicable,in connection with other employment,for Mr.Harik when he commences employment with a new employer,and for Messrs.
Wismans and Bates and Ms. Cassity when each becomes eligible for any medical and dental benefits through a new employer.
(8)
The values reflected in this column for Mr.Jacobs include acceleration of equity-based awards upon termination without cause and termination due to mutual agreement between
the company and Mr. Jacobs.
For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or upon a
Change of Control, see the discussion in this Proxy Statement under the heading Employment Agreements with NEOs.
CEO PAY RATIO DISCLOSURE
As required by Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual
total compensation of our CEO to that of our median employee. The pay ratio and annual total compensation amount disclosed in this
section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.
Identifying the Median Employee
In accordance with the SEC executive compensation disclosure rules, we elected to run a full analysis to identify a new median
employee and selected December 31, 2024 as the measurement date. The 2024 median employee was identified based on the
same compensation parameters used to select the 2023 median employee, as follows:
◾As of December 31, 2024, we had 37,931 employees globally, including 22,796 U.S. employees and 15,135 non-U.S.
employees. We determined the identity of our median employee using this employee group, including full-time, part-time and
seasonal employees.
◾The median employee was identified by calculating the 2024 cash compensation for the population of 37,931 employees,
excluding the CEO. For this purpose, cash compensation included all earnings paid to each employee during the calendar
year, including base salary and wages, bonuses, commissions, overtime and holiday or PTO pay. Compensation was
converted into U.S. dollars using currency conversion rates as of December 31, 2024.
Annual Compensation of Median Employee using Summary Compensation Table Methodology
After identifying the median employee as described above, we calculated annual total compensation for this employee using the
same methodology we use for our CEO in the Summary Compensation Table. This compensation calculation includes, where
applicable, base salary and wages, bonuses, commissions, overtime, holiday or PTO pay, equity awards, 401(k) company match and
company-paid life insurance premiums, as applicable. The compensation for our estimated median employee was $59,304 and the
compensation for our company’s CEO was $14,042,700. We note for informational purposes that the compensation for our estimated
median employee in North American LTL was approximately $84,000.
Based on the above information, the ratio of the annual total compensation of our CEO to the estimated median employee is 237:1.
The pay ratio reported by other companies may not be comparable to our pay ratio due to variances in business mix, proportion of
seasonal and part-time employees and distribution of employees across geographies. XPO operates globally with approximately 40%
of our employee population located outside of the United States. We seek to attract, incentivize and retain our employees through a
combination of competitive base pay, bonus opportunities, 401(k) matching employer contributions and other benefits.
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K,
we are providing the following information about the relationship between executive compensation actually paid and the company’s
financial performance. For further information on the company’s executive compensation, see the CD&A beginning on page 26.
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© 2025 XPO, Inc.

Required Tabular Disclosure of Compensation Actually Paid Versus Performance
The following table discloses information on compensation actually paid (“CAP”) to our principal executive officers (“PEOs”) and (on
average) to our other NEOs (“non-PEO NEOs”) during the specified years alongside the company’s TSR and net income metrics, as
well as a company-selected measure of adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”).
The company selected adjusted EBITDA as the most important measure to use in linking PEO and NEO compensation actually paid
to company performance for 2024, as LTL adjusted EBITDA represents a 35% weighting in the March 1, 2024 PSU awards, and XPO
adjusted EBITDA represents 100% weighting in the 2024 annual incentive plan for our Executive Chairman, CEO, CFO and CLO.
Fiscal
Year(1)
(a)
Summary
Compensation
Table Total
for PEO 1(2)
($)
(b)
Compensation
Actually Paid
to PEO 1(3)
($)
(c)
Summary
Compensation
Table Total
for PEO 2(2)
($)
(b)
Compensation
Actually Paid
to PEO 2(3)
($)
(c)
Average
Summary
Compensation
Table Total
for non-PEO
NEOs
($)
(d)
Average
Compensation
Actually Paid
to non-PEO
NEOs
($)
(e)
Value of Initial Fixed $100
Investment Based On:
Net
Income
($ in
millions)
(h)
Company-
Selected
Measure:
Adjusted
EBITDA
($ in
millions)(5)
(i)
Total
Shareholder
Return
($)
(f)
Peer Group(4)
Total
Shareholder
Return
($)
(g)
2024
—
—
14,042,700
67,171,178
5,556,517
31,774,053
457.19
143.20
387
1,266
2023
—
—
12,387,611
75,024,676
8,237,805
34,380,024
305.34
136.32
189
996
2022
46,990,957
66,874,224
9,027,723
19,687,049
1,310,474
3,184,179
116.05
108.44
666
997
2021
22,043,280
22,043,280
—
—
3,990,800
3,600,679
170.14
150.64
336
812
2020
21,812,660
25,043,462
—
—
4,638,287
4,255,500
149.56
112.07
110
609
(1)
Brad Jacobs is PEO 1 for fiscal years 2022, 2021 and 2020. Mario Harik is PEO 2 for fiscal years 2024, 2023 and 2022.The non-PEO NEOs for fiscal year 2024 were Brad Jacobs,
Kyle Wismans, Dave Bates and Wendy Cassity.
(2)
2022 data reflects the total compensation of our executive chairman and former CEO, Mr. Jacobs, who served as our PEO (“PEO 1”) from January 1, 2022 until November 1, 2022,
and the total compensation of our CEO and former president, North American LTL and former CIO, Mr. Harik, who is serving as our PEO (“PEO 2”), effective November 1, 2022, and
is therefore included in this table as an additional PEO in accordance with SEC rules.Amounts shown are as calculated in the Summary Compensation Table for each of the years
shown (and for Mr. Harik, solely reflect compensation for the years of his service as our CEO).
(3)
The dollar amounts shown in these columns reflect compensation actually paid (“CAP”) to Mr. Jacobs and Mr. Harik, calculated in accordance with SEC rules. As required, the
dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully
represent the actual final amount of compensation earned or actually paid to either officer during the applicable years.The adjustments made to each officer’s total compensation
for each year to determine CAP are shown in the tables below. For Mr. Jacobs, information is only included with respect to 2022, 2021 and 2020. For Mr. Harik, information is only
included with respect to 2024, 2023 and 2022.
(4)
Our peer group is represented by the S&P Transportation Select Industry Index, which replaced the Dow Jones Transportation Average Index starting with 2023. We believe that
the S&P Transportation Select Industry Index is the appropriate index, as our outstanding performance-based restricted stock units (“PSUs”) generally measure our performance
compared to this index, of which we are a component.The peer group Total Shareholder Return shown in the table above reflects data for the S&P Transportation Select Industry
Index for 2024, 2023, 2022, 2021 and 2020.
(5)
Our company-selected measure is adjusted EBITDA, which we define as income from continuing operations before debt extinguishment loss, interest expense, income tax
provision, depreciation and amortization expense, goodwill impairment charges, litigation matters, transaction and integration costs, restructuring costs and other adjustments.
Adjusted EBITDA is a non-GAAP financial measure. See Annex A for reconciliations of non-GAAP measures.
PEO 1
Prior FYE
Current FYE
Fiscal Year
12/31/2019
12/31/2020
2020
($)
12/31/2020
12/31/2021
2021
($)
12/31/2021
12/31/2022
2022(a)
($)
12/31/2022
12/31/2023
2023
($)
12/31/2023
12/31/2024
2024
($)
Summary Compensation Table total
21,812,660
22,043,280
46,990,957
—
—
- Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718)
—
—
(54,298,870)
—
—
+ Previously reported grant date fair value of modified awards
—
—
19,697,878
—
—
- Grant date fair value of modified awards over previously reported grant date fair value of
modified awards
—
—
(34,600,992)
—
—
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock
awards granted in fiscal year
—
—
54,484,259
—
—
+ Change in fair value of outstanding and unvested option awards and stock awards
granted in prior fiscal years
—
—
—
—
—
+ Fair value at vesting of option awards and stock awards granted in fiscal year that
vested during fiscal year
—
—
—
—
—
+ Change in fair value as of vesting date of option awards and stock awards granted in
prior fiscal years for which applicable vesting conditions were satisfied during fiscal year
3,230,802
—
—
—
—
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© 2025 XPO, Inc.

PEO 1
Prior FYE
Current FYE
Fiscal Year
12/31/2019
12/31/2020
2020
($)
12/31/2020
12/31/2021
2021
($)
12/31/2021
12/31/2022
2022(a)
($)
12/31/2022
12/31/2023
2023
($)
12/31/2023
12/31/2024
2024
($)
- Fair value as of prior fiscal year-end of option awards and stock awards granted in prior
fiscal years that failed to meet applicable vesting conditions during fiscal year
—
—
—
—
—
Compensation Actually Paid
25,043,462
22,043,280
66,874,224
—
—
(a)
For a description of the modifications and valuations of awards held by PEO 1, see footnote 7 of the Summary Compensation Table above.
PEO 2
Prior FYE
Current FYE
Fiscal Year
12/31/2019
12/31/2020
2020
($)
12/31/2020
12/31/2021
2021
($)
12/31/2021
12/31/2022
2022(a)
($)
12/31/2022
12/31/2023
2023
($)
12/31/2023
12/31/2024
2024
($)
Summary Compensation Table total
—
—
9,027,723
12,387,611
14,042,700
- Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718)
—
—
(10,259,872)
—
—
+ Previously reported grant date fair value of modified awards
—
—
2,878,803
—
—
- Grant date fair value of modified awards over previously reported grant date fair value of
modified awards
—
—
(7,381,069)
—
—
- Grant date fair value of option awards and stock awards granted in fiscal year
—
—
—
(9,084,498)
(10,681,790)
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock
awards granted in fiscal year
—
—
18,040,395
38,029,239
18,177,101
+ Change in fair value of outstanding and unvested option awards and stock awards
granted in prior fiscal years
—
—
—
32,520,954
36,102,885
+ Fair value at vesting of option awards and stock awards granted in fiscal year that
vested during fiscal year
—
—
—
—
—
+ Change in fair value as of vesting date of option awards and stock awards granted in
prior fiscal years for which applicable vesting conditions were satisfied during fiscal year
—
—
—
1,171,370
9,530,282
- Fair value as of prior fiscal year-end of option awards and stock awards granted in prior
fiscal years that failed to meet applicable vesting conditions during fiscal year
—
—
—
—
—
Compensation Actually Paid
—
—
19,687,049
75,024,676
67,171,178
(a)
For a description of the modifications and valuations of awards held by PEO 2, see footnote 7 of the Summary Compensation Table above.
Non-PEO NEOs
Prior FYE
Current FYE
Fiscal Year
12/31/2019
12/31/2020
2020
($)
12/31/2020
12/31/2021
2021
($)
12/31/2021
12/31/2022
2022
($)
12/31/2022
12/31/2023
2023
($)
12/31/2023
12/31/2024
2024
($)
Summary Compensation Table total
4,638,287
3,990,800
1,310,474
8,237,805
5,556,517
- Grant date fair value of option awards and stock awards granted in fiscal year
(1,317,067)
(521,238)
(545,923)
(6,051,943)
(3,106,297)
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock
awards granted in fiscal year
627,445
1,199,280
4,175,040
18,841,448
5,098,823
+ Change in fair value of outstanding and unvested option awards and stock awards
granted in prior fiscal years
124,838
—
—
12,883,805
11,781,956
+ Fair value at vesting of option awards and stock awards granted in fiscal year that vested
during fiscal year
61,561
—
184,257
—
—
+ Change in fair value as of vesting date of option awards and stock awards granted in
prior fiscal years for which applicable vesting conditions were satisfied during fiscal year
180,900
9,732
(86,372)
661,143
12,443,054
- Fair value as of prior fiscal year-end of option awards and stock awards granted in prior
fiscal years that failed to meet applicable vesting conditions during fiscal year
(60,464)
(1,077,895)
(1,853,297
(192,234)
—
Compensation Actually Paid
4,255,500
3,600,679
3,184,179
34,380,024
31,774,053
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Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company
Performance
As required, the disclosure below specifies the most important measures used by the company to link compensation actually paid to
our PEO and NEOs for 2024 to company performance. For further information regarding these performance metrics and their function
in our executive compensation program, see the CD&A beginning on page 26.
2024 Most Important Measures (Unranked)
◾
XPO Adjusted EBITDA
◾
LTL Adjusted Operating Ratio
◾
LTL Adjusted Operating Income
◾
LTL Adjusted EBITDA
◾
Relative TSR
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus
performance tabular disclosure above. In addition, the first graph below illustrates the relationship between XPO’s TSR and the TSR
of the S&P Transportation Select Index. For purposes of the tabular disclosure and these graphs, as noted earlier, the “compensation
actually paid” amounts were calculated in accordance with SEC rules and do not fully represent the final compensation amounts
actually paid to or earned by our PEOs and other NEOs during the applicable years.
$25.04 
$22.04 
$66.87 
$4.26 
$3.60 
$3.18 
$19.69 
$34.38 
$75.02 
$31.77
$67.17
$149.56 
$170.14
$116.05 
$305.34
$457.19
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
$0
$10
$20
$30
$40
$50
$60
$70
$80
FY 2020
FY 2021
FY 2022
FY 2024
FY 2023
Value of $100 Investment
Compensation Actually Paid ($M)
XPO & Peer TSR vs. Compensation Actually Paid
PEO CAP ($M) - Brad Jacobs
PEO CAP ($M) - Marrio Harik
S&P Transportation Select Industry Index TSR
Avg NEO CAP ($M)
XPO TSR
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$110
$336
$666
$189
$387
$0
$100
$200
$300
$400
$500
$600
$700
$0
$10
$20
$30
$40
$50
$60
$70
$80
FY 2020
FY 2021
FY 2022
FY 2024
FY 2023
)
Net Income ($M
)
Compensation Actually Paid ($M
XPO Net Income vs. Compensation Actually Paid
$25.04 
$66.87 
$4.26 
$3.60 
$3.18 
$19.69 
$34.38 
$75.02 
$31.77
$67.17
$22.04 
PEO CAP ($M) - Brad Jacobs
PEO CAP ($M) - Marrio Harik
Avg NEO CAP ($M)
Net Income ($M)
$609
$812
$1,266
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$25.04 
$22.04 
$66.87 
$4.26 
$3.60 
$3.18 
$19.69 
$34.38 
$75.02 
$31.77
$67.17
$0
$10
$20
$30
$40
$50
$60
$70
$80
FY 2020
FY 2021
FY 2022
FY 2024
FY 2023
Adjusted EBITDA ($M)
Compensation Actually Paid ($M)
XPO Adjusted EBITDA(1) vs. Compensation Actually Paid
PEO CAP ($M) - Brad Jacobs
PEO CAP ($M) - Mario Harik
Avg NEO CAP ($M)
Adjusted EBITDA ($M)
$997
$996
(1)
Adjusted EBITDA is a non-GAAP financial measure. See Annex A for reconciliations of non-GAAP measures.
EMPLOYMENT AGREEMENTS WITH NEOs
We have entered into multi-year employment agreements and change of control and severance agreements with certain of our NEOs
to promote long-term retention, while enabling the Compensation and Human Capital Committee to exercise discretion in designing
incentive compensation programs.
Messrs. Jacobs and Harik each entered into separate employment agreements in August and September 2022, respectively, in
connection with their transition to their new roles; these agreements became effective upon the RXO spin-off on November 1, 2022.
Mr. Wismans entered into an offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and
Severance Agreement in connection with his promotion to CFO, effective August 11, 2023. Mr. Bates entered into an offer letter
agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance Agreement in connection with
his hiring as COO, effective April 21, 2023. Ms. Cassity entered into an offer letter agreement, a Confidential Information Protection
Agreement, and a Change of Control and Severance Agreement in connection with her hiring as CLO, effective March 13, 2023.
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The above mentioned agreements for our NEOs (collectively, the “NEO Agreements”) outline the terms and conditions of employment
with XPO, including all restrictive covenants that benefit the company, with provisions such as non-competition and non-solicitation
of customers and employees, as well as the target compensation opportunity designated by the Committee for base salary, annual
STIs, annual LTIs, and other separation benefits that the executives would qualify for under specified circumstances. The material
terms of these agreements are described in this section. There are no multi-year compensation guarantees established in the NEO
Agreements. The Committee may adjust compensation levels from year to year based on its annual assessments of performance and
market benchmarks. For 2024, the Committee determined that no changes to base salary or target variable compensation levels
were warranted for Messrs. Jacobs, Harik and Bates or Ms. Cassity, given the recent assessments of competitive pay levels
conducted in early 2024. The Committee approved an increase in Kyle Wismans’ total target direct compensation in 2024 as
supported by competitive market practices data provided by our compensation consultant and in recognition of outstanding
performance inclusive of his pivotal role in the real-estate purchase from the Yellow Corporation, as noted on page 34.
Term
The NEO Agreements with each of Messrs. Jacobs and Harik have five-year and four-year terms, respectively, commencing on
November 1, 2022. The NEO Agreements with each of Messrs. Wismans and Bates and Ms. Cassity provide no term, as they are
employed on an at-will basis.
Severance Payments and Benefits
The severance payments pursuant to the NEO Agreements are generally subject to and conditioned upon the applicable NEO signing
and not revoking a waiver and general release agreement (which, for Mr. Jacobs, such agreement shall exclude certain claims from
Mr. Jacobs’ general release and include a general release by the company with certain exclusions), and also complying with the
restrictive covenants contained in the applicable NEO Agreement. The material terms of the severance payments and benefits under
the NEO Agreements are described below.
In the event that any amounts payable to the applicable NEO in connection with a Change of Control constitute “parachute payments”
within the meaning of Section 280G of the Code, then any such amounts will be reduced to avoid triggering the excise tax imposed
by Section 4999 of the Code, if such reduction would be more favorable to the NEO on a net after-tax basis. No NEO is entitled to a
gross-up payment for excise taxes imposed by Section 4999 of the Code on “excess parachute payments,” as defined in
Section 280G of the Code.
Mr. Jacobs’ NEO Agreement
Non-Change of Control. In the event that: (i) Mr. Jacobs’ employment is terminated by reason of his death; (ii) the company terminates
Mr. Jacobs’ employment without cause as defined in his NEO Agreement either prior to a Change of Control of the company (as
defined in the company’s 2016 Omnibus Incentive Compensation Plan) or more than two years after a Change of Control of the
company occurs; or (iii) Mr. Jacobs resigns due to certain events of good reason (as defined in Mr. Jacobs’ NEO Agreement),
Mr. Jacobs will be entitled to the following severance payments and benefits (subject to any delay required by Section 409A of the
Code):
◾Any annual bonus that Mr. Jacobs earned prior to, but is unpaid as of, the date of termination, and that the company has
notified Mr. Jacobs of in writing;
◾Medical and dental coverage (except in the event of termination by reason of Mr. Jacobs’ death) for a period of up to
12 months from the date of termination, or, if earlier, until Mr. Jacobs begins to receive medical or dental coverage, as
applicable, in connection with other employment; and
◾Accelerated vesting of all equity-based or other LTI compensation awards then outstanding.
Change of Control. In the event that upon or within the two-year period following a Change of Control of the company, Mr. Jacobs’
employment is terminated by the company without cause or he resigns due to good reason, Mr. Jacobs will be entitled to the
following severance payments and benefits (subject to any delay required by Section 409A of the Code):
◾A cash payment equal to the pro rata target bonus for the year of termination;
◾A cash payment equal to any annual bonus that Mr. Jacobs earned prior to, but is unpaid as of, the date of termination, and
that the company has notified Mr. Jacobs of in writing;
◾Medical and dental coverage for a period of 24 months from the date of termination; and
◾Accelerated vesting of all equity-based or other LTI compensation awards then outstanding.
Disability. In the event that Mr. Jacobs’ employment is terminated due to disability (as defined in Mr. Jacobs’ NEO Agreement),
except as otherwise provided in the applicable equity award agreement, Mr. Jacobs shall become vested in a pro-rata portion of all
outstanding equity-based or other LTI compensation awards granted to him on or after the effective date of the NEO Agreement,
subject to Mr. Jacobs’ continued compliance with the terms and conditions of the NEO Agreement.
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Mutual Agreement. In the event that Mr. Jacobs’ employment is terminated by mutual agreement between the company and
Mr. Jacobs, Mr. Jacobs shall become fully vested in all of his outstanding equity-based or other LTI compensation awards, subject to
Mr. Jacobs’ continued compliance with the terms and conditions of his NEO Agreement.
Mr. Harik’s NEO Agreement
Non-Change of Control. If the company terminates Mr. Harik’s employment without cause as defined in his NEO Agreement or
Mr. Harik’s employment is terminated by reason of his death, in either event prior to or more than two years after a Change of Control
of the company, Mr. Harik will be entitled to the following severance payments and benefits (subject to any delay required by
Section 409A of the Code):
◾Except in the event of termination by reason of Mr. Harik’s death, a cash payment, payable in equal installments over the
12-month period following the date of termination, equal to the sum of: (i) 24 months of Mr. Harik’s base salary in effect on the
date of termination; (ii) the pro rata target bonus for the year of termination, and (iii) any annual bonus that Mr. Harik earned
prior to, but is unpaid as of, the date of termination, and that the company has notified Mr. Harik of in writing, provided,
however, that any monies Mr. Harik earns from any other work while he is receiving such payments shall reduce, on a
dollar-for-dollar basis, the amount that the company is obligated to pay Mr. Harik;
◾Except in the event of termination by reason of Mr. Harik’s death, medical and dental coverage for a period of up to 12 months
from the date of termination, or, if earlier, until Mr. Harik secures other employment; and
◾Vesting of equity-based or other LTI compensation awards solely to the extent set forth in the applicable award agreement.
Change of Control. If the company terminates Mr. Harik’s employment without cause or he resigns for good reason as defined in his
NEO Agreement, in either event, upon or within the two-year period following a Change of Control of the company, Mr. Harik will be
entitled to the following severance payments and benefits (subject to any delay required by Section 409A of the Code):
◾A cash lump-sum payment equal to 2.99 times the sum of: (i) Mr. Harik’s base salary in effect on the date of termination; and
(ii) the target bonus in effect on the date of termination;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination;
◾Any annual bonus that Mr. Harik earned prior to, but is unpaid as of, the date of termination, and that the company has
notified Mr. Harik of in writing;
◾Medical and dental coverage for a period of 24 months from the date of termination; and
◾Vesting of equity based or other LTI compensation awards solely to the extent set forth in the applicable award agreement.
Mr. Wismans’ NEO Agreement
Non-Change of Control. If the company terminates Mr. Wismans’ employment without cause as defined in the Severance Agreement,
either prior to or more than two years following a Change of Control of the company, Mr. Wismans will be entitled to the following
severance payments and benefits (subject to any delay required by Section 409A of the Code):
◾A cash payment, payable in equal installments over the 12-month period following the date of termination, equal to the sum
of: (i) 12 months of Mr. Wismans’ base salary in effect on the date of termination; and (ii) the target bonus in effect on the date
of termination, provided, however, that certain monies earned by Mr. Wismans while he is receiving such payments shall
reduce, on a dollar-for-dollar basis, the amount we are obligated to pay him;
◾A cash payment equal to the pro rata target bonus for the year of termination; and
◾Medical and dental coverage for a period of six months from the date of termination, or, if earlier, until Mr. Wismans becomes
eligible for medical and dental benefits through another employer.
Change of Control. If the company terminates Mr. Wismans’ employment without cause or he resigns for good reason as defined in
the Severance Agreement, in either event, upon or within the two-year period following a Change of Control of the company,
Mr. Wismans will be entitled to the following severance payments and benefits (subject to any delay required by Section 409A of the
Code):
◾A cash lump-sum payment equal to two times the sum of his base salary and the target bonus;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination;
◾A cash lump-sum payment equal to any annual bonus that Mr. Wismans earned prior to, but is unpaid as of, the date of
termination, and that the company has notified Mr. Wismans of in writing; and
◾Medical and dental coverage for a period of 24 months from the date of termination.
Mr. Bates’ NEO Agreement
Non-Change of Control. If the company terminates Mr. Bates’ employment without cause as defined in the Severance Agreement,
either prior to or more than two years following a Change of Control of the company, Mr. Bates will be entitled to the following
severance payments and benefits (subject to any delay required by Section 409A of the Code):
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◾A cash payment, payable in equal installments over the 24-month period following the date of termination, equal to the sum
of: (i) 24 months of Mr. Bates’ base salary in effect on the date of termination; and (ii) the target bonus in effect on the date of
termination, provided, however, that certain monies earned by Mr. Bates while he is receiving such payments shall reduce, on
a dollar-for-dollar basis, the amount we are obligated to pay him;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination; and
◾Medical and dental coverage for a period of six months from the date of termination, or, if earlier, until Mr. Bates becomes
eligible for medical and dental benefits through another employer.
Change of Control. If the company terminates Mr. Bates’ employment without cause or he resigns for good reason as defined in the
Severance Agreement, in either event, upon or within the two-year period following a Change of Control of the company, Mr. Bates
will be entitled to the following severance payments and benefits (subject to any delay required by Section 409A of the Code):
◾A cash lump-sum payment equal to two times the sum of his base salary and the target bonus;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination;
◾A cash lump-sum payment equal to any bonus that Mr. Bates earned prior to, but is unpaid as of, the date of termination, and
that the company has notified Mr. Bates of in writing; and
◾Medical and dental coverage for a period of 24 months from the date of termination.
Ms. Cassity’s NEO Agreement
Non-Change of Control. If the company terminates Ms. Cassity’s employment without cause as defined in the Severance Agreement,
either prior to or more than two years following a Change of Control of the company, Ms. Cassity will be entitled to the following
severance payments and benefits (subject to any delay required by Section 409A of the Code):
◾A cash payment, payable in equal installments over the 12-month period following the date of termination, equal to the sum
of: (i) 12 months of Ms. Cassity’s base salary in effect on the date of termination; and (ii) the target bonus in effect on the date
of termination, provided, however, that certain monies earned by Ms. Cassity while she is receiving such payments shall
reduce, on a dollar-for-dollar basis, the amount we are obligated to pay her;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination; and
◾Medical and dental coverage for a period of six months from the date of termination, or, if earlier, until Ms. Cassity becomes
eligible for medical and dental benefits through another employer.
Change of Control. If the company terminates Ms. Cassity’s employment without cause or she resigns for good reason as defined in
the Severance Agreement, in either event, upon or within the two-year period following a Change of Control of the company,
Ms. Cassity will be entitled to the following severance payments and benefits (subject to any delay required by Section 409A of the
Code):
◾A cash lump-sum payment equal to two times the sum of her base salary and the target bonus;
◾A cash lump-sum payment equal to the pro rata target bonus for the year of termination;
◾A cash lump-sum payment equal to any annual bonus that Ms. Cassity earned prior to, but is unpaid as of, the date of
termination, and that the company has notified Ms. Cassity of in writing; and
◾Medical and dental coverage for a period of 24 months from the date of termination.
Clawbacks
Under the NEO Agreements for each of Messrs. Jacobs and Harik, the applicable NEO is subject to certain LTI compensation
forfeiture and clawback provisions in the event of: (i) a breach of the restrictive covenants, (ii) termination of employment by our
company for cause, or (iii) engagement in fraud or willful misconduct that contributes materially to any financial restatement or material
loss to our company or its affiliates.
Furthermore, under their NEO Agreements, each of Messrs. Jacobs and Harik is subject to certain annual bonus forfeiture and
clawback provisions in the event of engagement in fraud or other willful misconduct that contributes materially to any financial
restatement or material loss to our company.
In addition, in the event of the applicable NEO breaching any restrictive covenant, such NEO will be required, upon written notice from
us, to forfeit or repay to our company his or her severance payments, extended non-compete payments, and, with respect to
Mr. Jacobs, the Non-Compete Payment (as defined below).
In certain circumstances, the triggering event must have occurred within a certain period in order for us to be able to cause the
forfeiture or clawback equity-based awards, annual bonus, severance payments, extended non-compete payments, and the Non-
Compete Payment, as applicable.
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Each NEO shall also be subject to any other clawback or recoupment policy of the company as may be in effect from time to time or
any clawback or recoupment as may be required by applicable law. See Other Compensation-Related Items — Clawback Policy
for further details regarding our clawback policy.
Restrictive Covenants
Under the NEO Agreements, the applicable NEO is generally subject to the following restrictive covenants: employee and customer
non-solicitation during employment and for a period of two years thereafter; confidentiality and non-disparagement during employment
and thereafter; and non-competition during employment and for a period of three years thereafter (in the case of Messrs. Jacobs and
Harik), 18 months thereafter (in the case of Messrs. Bates and Wismans), or 12 months thereafter (in the case of Ms. Cassity).
Non-Compete Payments. In the event Mr. Jacobs’ employment is terminated for any reason (including due to mutual agreement by
the company and Mr. Jacobs) other than: (i) due to his death, (ii) by the company for cause, (iii) by Mr. Jacobs’ voluntary resignation
prior to or more than two years following a Change of Control other than due to certain events of good reason, or (iv) by Mr. Jacobs’
voluntary resignation upon or within the two years following a Change of Control other than for good reason, then Mr. Jacobs will be
entitled to receive payments for each year of his three year non-compete period in an amount equal to one times the sum of his base
salary and target bonus, both as in effect on the date of termination (collectively, the “Non-Compete Payment”).
Extended Non-Compete Payments. The company has the option to extend the non-competition period in Messrs. Jacobs and
Harik’s and Ms. Cassity’s NEO Agreements for up to an additional 12 months and in Messrs. Wismans’ and Bates’ NEO Agreements
for up to an additional 18 months; provided, however, that, in the case of Messrs. Harik, Wismans and Bates and Ms. Cassity, the
company continues to pay the applicable NEO’s base salary as in effect on the date of termination during each month of the extended
non-competition period, and, in the case of Mr. Jacobs, the company continues to pay him an amount equal to one-twelfth of the
Non-Compete Payment during each month of the extended non-compete period. The extended non-compete payments for Messrs.
Harik, Wismans and Bates and Ms. Cassity will be offset by any monies the applicable NEO earns from any other work during such
period. The company’s right to extend the non-competition period for each NEO lapses upon a Change of Control.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2024, with respect to the company’s compensation plans, under which
equity securities are authorized for issuance.
Plan Category
Number of Securities to Be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
(a)
Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights
(b)
Number of Securities Remaining
Available for Future Issuance under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))
(c)
Equity compensation plans approved by
security holders
2,251,114(1)
—
7,579,724(2)
Equity compensation plans not approved
by security holders
—
—
—
Total
2,251,114
—
7,579,724
(1)
Consists of 2,251,114 RSUs and PSUs granted under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan.
(2)
Includes 3,239,028 securities available for issuance under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan and 4,340,696 securities available for issuance
under the XPO Logistics, Inc. Employee Stock Purchase Plan. Securities available for future issuance under both equity compensation plans have been equitably adjusted as a
result of the GXO and RXO spin-offs in accordance with the terms of the plan. During 2024, the Compensation and Human Capital Committee of the Board of Directors approved
the reinstatement of our Employee Stock Purchase Plan, with the first offering period commencing on December 1, 2024.
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AUDIT-RELATED MATTERS
AUDIT COMMITTEE REPORT
The following statement made by our Audit Committee does not constitute soliciting material and should not be deemed filed or
incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically
incorporate such statement by reference.
The Audit Committee (“we” in this Audit Committee Report) currently consists of Ms. Moshouris (chair), Mr. Jesselson and Ms. Landry.
The Board of Directors has determined that each current member of the Audit Committee has the requisite independence and other
qualifications for audit committee membership under the SEC rules, the NYSE listing standards, our Audit Committee charter, and the
independence standards set forth in the XPO, Inc. Corporate Governance Guidelines. The Board of Directors has also determined
that Ms. Moshouris qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K of the
Exchange Act. As described more fully below, in carrying out its responsibilities, the Audit Committee relies on management and
XPO’s independent registered public accounting firm (“KPMG” or the “outside auditor”). The Audit Committee members are not
professionally engaged in the practice of accounting or auditing. The Audit Committee operates under a written charter that is
reviewed annually and is available on our Investor Relations website at investors.xpo.com, under the heading Corporate
Governance — Highlights.
In accordance with our charter, the Audit Committee assists the Board of Directors in fulfilling its responsibilities in a number of areas.
These responsibilities include, among others, oversight of: (i) XPO’s accounting and financial reporting processes, including the
company’s systems of internal controls over financial reporting and disclosure controls; (ii) the integrity of XPO’s financial statements;
(iii) XPO’s compliance with legal and regulatory requirements; (iv) the qualifications and independence of XPO’s outside auditors; and
(v) the performance of XPO’s outside auditors and internal audit function. Management is responsible for XPO’s financial statements
and the financial reporting process, including the system of internal controls over financial reporting. We are solely responsible for
selecting and reviewing the performance of XPO’s outside auditors and, if we deem appropriate in our sole discretion, terminating and
replacing the outside auditors. We also are responsible for reviewing and approving the terms of the annual engagement of XPO’s
outside auditors, including the scope of audit and non-audit services to be provided by the outside auditors and the fees to be paid
for such services, and discussing with the outside auditors any relationships or services that may impact the objectivity and
independence of the outside auditors.
In fulfilling our oversight role, we met and held discussions, both together and separately, with the company’s management and our
outside auditor KPMG. Management advised us that the company’s consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and we reviewed and discussed the consolidated financial statements and key
accounting and reporting issues with management and KPMG, both together and separately, in advance of the public release of
operating results and filing of annual and quarterly reports with the SEC. We discussed with KPMG the matters required to be
discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC and reviewed
written communications from KPMG disclosing such matters.
KPMG also provided us with the written disclosures required by applicable requirements of the PCAOB regarding the outside auditor’s
communications with the Audit Committee concerning independence, and we discussed with KPMG matters relating to their
independence and considered whether their provision of certain non-audit services is compatible with maintaining their independence.
KPMG has confirmed its independence, and we determined that KPMG’s provision of non-audit services to XPO is compatible with
maintaining its independence. We also reviewed a report by KPMG describing the firm’s internal quality-control procedures and any
material issues raised in the most recent internal quality-control review or external peer review or inspection performed by the PCAOB.
Based on our review and discussion of XPO’s audited consolidated financial statements with management and KPMG, and KPMG’s
report on such financial statements, and based on the discussions and written disclosures described above, and our business
judgment, we recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements
be included in XPO’s 2024 Form 10-K, for filing with the SEC.
AUDIT COMMITTEE:
Irene Moshouris, chair
Michael G. Jesselson, member
Allison Landry, member
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POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY OUTSIDE AUDITORS
The Audit Committee’s charter requires review and pre-approval by the Audit Committee of all audit services provided by our outside
auditors and, subject to the de minimis exception under applicable SEC rules, all permissible non-audit services provided by our
outside auditors. The Audit Committee has delegated to its chair the authority to approve, within guidelines and limits established by
the Audit Committee, specific services to be provided by our outside auditors and the fees to be paid. Any such approval must be
reported to the Audit Committee at the next scheduled meeting. As required by Section 10A of the Exchange Act, the Audit Committee
preapproved all audit and non-audit services provided by our outside auditors during 2024 and 2023 and the fees paid for such
services.
SERVICES PROVIDED BY THE OUTSIDE AUDITORS
As described above, the Audit Committee is responsible for the appointment, compensation, oversight, evaluation and termination of
our outside auditors. Accordingly, the Audit Committee appointed KPMG to serve as our independent registered public accounting
firm for fiscal year 2025 on March 28, 2025.
The following table shows the fees for audit and other services provided by KPMG for fiscal years 2024 and 2023.
Fee Category
2024
2023
Audit Fees
$6,236,135
$6,407,500
Audit-Related Fees
93,250
91,750
Tax Fees
—
—
All Other Fees
—
—
Total Fees
$6,329,385
$6,499,250
Audit Fees. This category includes fees for professional services rendered by KPMG for the audits of our financial statements
included in our 2024 Form 10-K and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and reviews of
the financial statements included in our Quarterly Reports on Form 10-Q for the years 2024 and 2023. Audit fees also include comfort
letter fees.
Audit-Related Fees. This category includes fees for other audit-related services for the years 2024 and 2023.
Tax Fees. This category includes fees for professional services rendered in connection with general tax consulting services. There
were no such fees in 2024 and 2023.
All Other Fees. This category represents fees for all other services or products provided that are not covered by the categories
above. There were no such fees in 2024 and 2023.
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QUESTIONS AND ANSWERS
ABOUT OUR ANNUAL MEETING
This Proxy Statement sets forth information relating to the solicitation of proxies by XPO’s Board of Directors in connection with our
Annual Meeting, which will be held as a live webcast on May 15, 2025 at 10:00 a.m. Eastern Time, or any adjournment or
postponement thereof. You are required to enter your control number to access the meeting at meetnow.global/M6DAT65. Please
follow the instructions below to receive your control number.
The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being distributed on or about April 2, 2025, to our stockholders
of record as of the close of business on March 25, 2025 (the “Record Date”).
Note that we are furnishing proxy materials and access to our Proxy Statement to our stockholders electronically and will only be
mailing printed copies upon request. The Notice you receive from us will contain instructions on how to access our proxy materials
and vote online, as well as instructions on how to request a printed copy of our Proxy Statement and 2024 Form 10-K. Stockholders
who have communicated a preference for printed materials prior to the distribution of the Notice will not receive the Notice, and
instead will receive the printed materials by mail.
The following answers address some questions you may have regarding our Annual Meeting. These questions and answers may not
include all information of importance to you as a stockholder of our company. Refer to the more detailed information contained
elsewhere in this Proxy Statement.
What items of business will be voted on at the Annual Meeting?
We expect that the business put forth for a vote at the Annual Meeting will be as follows:
◾To elect eight members of our Board of Directors for a term to expire at the 2026 Annual Meeting of Stockholders or until their
successors are duly qualified and elected (Proposal 1);
◾To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025 (Proposal 2);
◾To conduct an advisory vote to approve the executive compensation of our named executive officers as disclosed in this Proxy
Statement (Proposal 3); and
◾To consider and transact other business as may properly come before the Annual Meeting, or any adjournment or postponement
thereof.
Senior management of XPO and representatives of our outside auditor, KPMG, will be available to respond to appropriate questions.
Who can attend and vote at the Annual Meeting?
You are entitled to receive notice of, attend and vote at the Annual Meeting, or any adjournment or postponement thereof, if you were
a holder of record of XPO common stock as of the close of business on March 25, 2025, the Record Date.
We have designed our virtual Annual Meeting format to provide substantially the same opportunities to participate as stockholders
would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast
at meetnow.global/M6DAT65. You will be required to provide the control number on your proxy card to access the Annual Meeting.
If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee
(i.e., in “street name”), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions
during the live webcast of the meeting. To register, you will need to obtain a legal proxy from the bank, broker or other nominee that
holds your shares, giving you the right to vote the shares. Requests for registration should be directed to Computershare by email at
legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Monday, May 5, 2025. You will receive confirmation of your
registration
and
your
control
number
by
email
from
Computershare.
At
the
time
of
the
Annual
Meeting,
go
to
meetnow.global/M6DAT65 and enter your control number.
Can I ask questions during the Annual Meeting?
The virtual meeting format allows stockholders to communicate with XPO during the Annual Meeting so they can ask questions of
XPO’s management and Board of Directors, as appropriate. Stockholders (or their proxy holders) may submit questions in advance
for the Annual Meeting’s question and answer session by logging on to the meeting website at meetnow.global/M6DAT65. You will
need the control number on your proxy card or in the confirmation email from Computershare in order to submit a question. Click on
the “Q&A” icon in the top right corner of the screen and type in your question. You may provide your name, address and organization,
and, if applicable, the specific proposal to which your question relates. Questions can be submitted in advance of the Annual Meeting
beginning at 9:00 a.m. Eastern Time on May 12, 2025. Questions may also be submitted during the Annual Meeting through the
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Annual Meeting website. We will answer as many questions during the Annual Meeting as time allows and will group questions
together where appropriate. We reserve the right to exclude questions regarding topics that are not pertinent to the Annual Meeting
matters or company business or are inappropriate.
What if I have trouble accessing the Annual Meeting virtually?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktop, laptop,
tablet and cell phone) that run up-to-date versions of these software applications and related plugins. Note: Internet Explorer is not a
supported browser. You should ensure that you have a strong WiFi connection at the location where you intend to log into the
meeting. We encourage you to access the meeting prior to the start time. Should you need further assistance, you may call
U.S. 1-888-724-2416 or International +1 781-575-2748.
How many shares of XPO common stock must be present to conduct business at the Annual Meeting?
As of the Record Date, there were 117,787,124 shares of XPO common stock issued and outstanding, which includes 117,772,572
shares of outstanding common stock and 14,552 shares of issued restricted stock, with each share entitled to one vote on each
matter to come before the Annual Meeting. Therefore, 117,787,124 votes are eligible to be cast at the Annual Meeting.
A quorum is necessary to hold a valid meeting of stockholders. Pursuant to the company’s bylaws, holders of a majority of the shares
of our common stock issued and outstanding and entitled to vote must be present, in person or by proxy, for each of the proposals
to be presented at our annual meetings. Accordingly, holders of shares of our common stock representing 58,893,563 votes must be
present at this year’s Annual Meeting. If you vote by internet, telephone or proxy card, the shares you vote will be counted toward the
quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining a quorum.
What are my voting choices?
With respect to Proposal 1, the election of directors, you may vote “FOR” or “AGAINST” each of the director nominees, or you may
“ABSTAIN” from voting for one or more of such nominees. With respect to Proposals 2 and 3, you may vote “FOR” or “AGAINST”
or you may “ABSTAIN” from voting on these proposals. If you sign your proxy without giving specific instructions, your shares will be
voted in accordance with the recommendations of our Board of Directors with respect to the specific proposals described in this
Proxy Statement and at the discretion of the proxy holders on any other matters that properly come before the Annual Meeting.
What vote is required to approve the proposals being considered at the Annual Meeting?
◾Proposal 1: Election of eight directors. The re-election of each of the eight incumbent director nominees named in this Proxy
Statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” a nominee must
exceed the number of shares voted “against” such nominee) by holders of shares of our common stock at the Annual Meeting at
which a quorum is present. If any director standing for election receives a greater number of votes “against” his or her election than
votes “for” such election, our bylaws require that such person must promptly tender his or her resignation to our Board of Directors.
You may not accumulate your votes for the election of directors.
Brokers may not use discretionary authority to vote shares of our common stock on the election of directors if they have not
received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, in order for your vote
to be counted in the election of directors, you will need to communicate your voting decisions to your bank, broker or other
nominee before the date of the Annual Meeting in accordance with their specific instructions. Abstentions and broker non-votes
are not considered votes cast for purposes of tabulation and will have no effect on the election of director nominees.
◾Proposal 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for
fiscal year 2025. Ratification of the appointment of KPMG as our company’s independent registered public accounting firm for
the year ending December 31, 2025 requires the affirmative vote of a majority of the votes cast (meaning the number of shares
voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common
stock at the Annual Meeting at which a quorum is present. Abstentions are not considered votes cast for purposes of tabulation
and will have no effect on the proposed ratification of KPMG. We do not expect any broker non-votes, as brokers have discretionary
authority to vote on this proposal.
◾Proposal 3: Advisory vote to approve executive compensation. Advisory approval of the resolution on executive
compensation of our NEOs as disclosed in this Proxy Statement requires the affirmative vote of a majority of the votes cast
(meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by
holders of shares of our common stock at the Annual Meeting at which a quorum is present. This resolution, commonly referred to
as a “say-on-pay” resolution, is not binding on our Board of Directors. Although it is non-binding, our Board and its Compensation
and Human Capital Committee will consider the voting results when making future decisions regarding our executive compensation
program.
Brokers may not use discretionary authority to vote shares of our common stock on the advisory vote to approve executive
compensation if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our
common stock, in order for your vote to be counted in the advisory vote to approve executive compensation, you will need to
communicate your voting decisions to your bank, broker or other nominee before the date of the Annual Meeting in accordance
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with their specific instructions. Abstentions and broker non-votes are not considered votes cast for purposes of tabulation and will
have no effect on the advisory vote to approve executive compensation.
In general, other business properly brought before the Annual Meeting at which a quorum is present requires the affirmative vote of a
majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted
“against” such proposal) by holders of shares of our common stock.
How does the Board of Directors recommend that I vote?
Our Board of Directors, after careful consideration, recommends that our stockholders vote “FOR” the election of each director
nominee named in this Proxy Statement, “FOR” the ratification of KPMG as our independent registered public accounting firm for
fiscal year 2025, and “FOR” the advisory approval of the resolution to approve executive compensation.
What do I need to do now?
We urge you to read this Proxy Statement carefully and then vote via the internet, by telephone or by mail. Follow the instructions on
the proxy card to vote via the internet or by telephone, or mail your completed, dated and signed proxy card in the enclosed return
envelope as soon as possible so that your votes will be counted at the Annual Meeting.
How do I cast my votes?
Registered Stockholders. If you are a registered stockholder (i.e., if you own XPO shares in your own name and not through a
bank, broker or other nominee that holds shares for your account in “street name”), you may vote by proxy via the internet, by
telephone or by mail. Follow the instructions provided on the proxy card to vote via the internet or by telephone, or mail your
completed, dated and signed proxy card in the enclosed return envelope. Proxies submitted via the internet or by telephone must be
received by 11:59 p.m. Eastern Time on May 14, 2025. Stockholders of record who attend the Annual Meeting may vote directly at
the Annual Meeting by following the instructions provided during the Annual Meeting.
Beneficial Owners. If you are a beneficial owner of shares (i.e., if your XPO shares are held in the name of a brokerage firm, bank or
a trustee), you may vote by proxy by following the instructions provided in the voting instruction form or other materials provided to
you by the brokerage firm, bank or other nominee that holds your shares. Votes must be received by 11:59 p.m. Eastern Time on
May 14, 2025. To vote directly at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank or other nominee
that holds your shares. Follow the instructions provided on page 1 to obtain your control number for access to the meeting website,
and where voting instructions will be provided during the Annual Meeting.
What is the deadline to vote?
If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting. As
indicated on the proxy card provided to you, proxies submitted prior to the Annual Meeting via internet or by telephone must be
received by 11:59 p.m. Eastern Time on May 14, 2025. You may vote by mail by promptly completing, signing, and dating a proxy
card provided to you and return it in the envelope provided; it will be voted in accordance with your instructions. The enclosed
envelope requires no additional postage if mailed in the United States.
If you are the beneficial owner of shares of our common stock, follow the voting instructions provided by your broker, trustee or other
nominee.
What happens if I do not respond, or if I respond and fail to indicate my voting preference, or if I abstain from voting?
If you fail to vote via internet or by telephone as indicated on your proxy card, or fail to properly sign, date and return your proxy card,
your shares will not be counted toward establishing a quorum for the Annual Meeting, which requires holders representing a majority
of the outstanding shares of our common stock to be present in person or by proxy.
Failure to vote, assuming the presence of a quorum, will have no effect on the tabulation of the votes on the proposals. If you are a
stockholder of record and you properly sign, date and return your proxy card, but do not indicate your voting preference, we will count
your proxy as a vote “FOR” the election of all eight nominees for director (Proposal 1), “FOR” the ratification of KPMG as our
independent registered public accounting firm for fiscal year 2025 (Proposal 2), and “FOR” the advisory approval of the resolution to
approve executive compensation (Proposal 3).
If my shares are held in “street name” by my broker, dealer, commercial bank, trust company or other nominee, will
my broker or other nominee vote my shares for me?
You should instruct your broker or other nominee on how to vote your shares of our common stock using the instructions they provide
to you. Brokers or other nominees who hold shares of XPO common stock in “street name” for customers are prevented by the NYSE
Rules from exercising voting discretion with respect to non-routine or contested matters (i.e., they must receive specific voting
instructions from a stockholder in order to vote that stockholder’s shares on non-routine or contested matters). Shares not voted by
a broker or other nominee, because they did not receive specific voting instructions from the stockholder on one or more proposals,
are referred to as “broker non-votes.”
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We expect that when the NYSE determines whether each of the three proposals to be voted on at our Annual Meeting is a routine or
non-routine matter, only “Proposal 2 — Ratification of the Appointment of KPMG LLP as Our Independent Registered Public
Accounting Firm for Fiscal Year 2025” will be determined to be routine. It is important that you instruct your broker or other nominee
on how to vote your shares of our common stock held in “street name” by following their instructions.
What if I want to change my vote?
Whether you attend the Annual Meeting or not, you may revoke a proxy at any time before your proxy is voted at the Annual Meeting.
You may do so by properly delivering a later-dated proxy either via internet, by telephone, by mail, or by attending the Annual Meeting
virtually and voting. Note, however, that your attendance at the Annual Meeting will not automatically revoke any prior proxy, unless
you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. You also may revoke your
proxy by delivering a notice of revocation to: Corporate Secretary, XPO, Inc., Five American Lane, Greenwich, Connecticut 06831
prior to the vote at the Annual Meeting. If you hold your shares through a broker, dealer, commercial bank, trust company or other
nominee, you should follow the instructions of your broker or other nominee regarding revocation of proxies.
How will the persons named as proxies vote?
If you are a registered stockholder (i.e., if you hold your shares of XPO common stock in your own name and not through a bank,
broker or other nominee that holds shares for your account in “street name”) and you complete and submit a proxy, the persons
named as proxies will follow your instructions. If you submit a proxy but do not provide voting instructions, or if your instructions are
unclear, the persons named as proxies will vote as recommended by our Board of Directors or, if no recommendation is given, by
using their own discretion.
Where can I find the results of the voting?
We intend to announce preliminary voting results at the Annual Meeting and will publish final results on a Current Report on Form 8-K
to be filed with the SEC within four business days after the Annual Meeting. The Current Report on Form 8-K will also be available on
our Investor Relations website at investors.xpo.com.
Who will pay for the cost of soliciting proxies?
The company will pay for the cost of soliciting proxies. We have engaged Okapi Partners LLC to assist us in soliciting proxies in
connection with the Annual Meeting and have agreed to pay them a fee of $18,500 plus reimbursement of out-of-pocket expenses
for providing such services. As is customary, we will reimburse brokerage firms, fiduciaries, voting trustees and other nominees for
forwarding our proxy materials to each beneficial owner of shares of our common stock held through them as of the Record Date. Our
directors, officers and other employees, without additional compensation, may solicit proxies personally, in writing, by telephone, by
email or otherwise.
Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?
We are distributing our proxy materials to stockholders via the internet under the “Notice and Access” approach permitted by the
rules of the SEC. This approach expedites stockholders’ receipt of proxy materials while conserving natural resources and reducing
our distribution costs. On or about April 2, 2025, we distributed a Notice of Internet Availability of Proxy Materials to participating
stockholders containing instructions on how to access the proxy materials on the internet, and if desired, to request to receive a
printed copy of our proxy materials by mail.
What is “householding” and how does it affect me?
In cases where multiple company stockholders share the same address and the shares are held through a bank, broker or other
holder of record in a “street name” account, only one copy of our proxy materials will be delivered unless a stockholder at that address
requests otherwise. This practice, known as “householding,” is intended to reduce printing and postage costs. However, any street-
name stockholders residing at the same address who wish to receive a separate copy of our proxy materials may request a copy by
contacting their bank, broker or other holder of record, or by mailing a written request to Investor Relations, XPO, Inc., Five American
Lane, Greenwich, Connecticut 06831, or by contacting Investor Relations by email at investors@xpo.com, or telephone:
(855) 976-6951. The voting instruction form sent to a “street name” stockholder should provide information on how to request a
separate copy of future materials for each XPO stockholder at the “household” address, if that is your preference. If you currently
receive separate copies of our proxy materials but wish to participate in householding, please contact us through one of the methods
described above.
Can I obtain an electronic copy of the company’s proxy materials?
Yes, this Proxy Statement and our 2024 Annual Report are available on our Investor Relations website at investors.xpo.com.
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PROPOSALS TO BE PRESENTED
AT THE ANNUAL MEETING
Proposal 1: Election of Directors
Our Board of Directors has nominated for re-election each of the following persons to serve until the 2026 Annual Meeting of
Stockholders or until their successors are duly qualified and elected. All eight of the nominees were elected as directors by our
stockholders at our 2024 Annual Meeting of Stockholders:
Brad Jacobs
Bella Allaire
J. Wes Frye
Mario Harik
Michael G. Jesselson
Allison Landry
Irene Moshouris
Johnny C. Taylor, Jr.
In the event that any of these nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies
voting for his or her election will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. As of
the date of this Proxy Statement, we are not aware that any nominee is unable or will decline to serve as a director if elected.
REQUIRED VOTE
The election of each of the eight director nominees named in this Proxy Statement requires the affirmative vote of a majority of the
votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee)
by holders of shares of our common stock at the Annual Meeting at which a quorum is present. If any incumbent director standing for
election receives a greater number of votes “against” his or her election than votes “for” his or her election, our bylaws require that
such person must promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors.
RECOMMENDATION
Our Board of Directors recommends a vote “FOR” the election of each of the nominees listed above.
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Proposal 2: Ratification of the Appointment of KPMG LLP as Our Independent Registered
Public Accounting Firm for Fiscal Year 2025
The Audit Committee of our Board of Directors has appointed KPMG LLP (“KPMG”) to serve as our company’s independent registered
public accounting firm for the year ending December 31, 2025. KPMG has served in this capacity since 2011.
Our stockholders are being asked to ratify the appointment of KPMG as XPO’s independent registered public accounting firm for the
year ending December 31, 2025. Although ratification is not required by our bylaws or otherwise, our Board of Directors is submitting
the appointment of KPMG to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to
ratify the appointment of KPMG, the Audit Committee will consider whether it is appropriate and advisable to appoint a different
independent registered public accounting firm. Even if our stockholders ratify the appointment of KPMG, the Audit Committee in its
discretion may appoint a different registered public accounting firm at any time if it determines that such a change would be in the
best interests of our company and our stockholders.
Representatives of KPMG are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they
desire to do so, and to respond to appropriate questions.
REQUIRED VOTE
Ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31,
2025 requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must
exceed the number of shares voted “against” such proposal) by holders of shares of our common stock at the Annual Meeting at
which a quorum is present.
RECOMMENDATION
Our Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG as our independent
registered public accounting firm for fiscal year 2025.
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Proposal 3: Advisory Vote to Approve Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, and Section 14A of the Exchange Act,
require that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation
of our NEOs as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we
are asking our stockholders to approve the following advisory resolution:
“RESOLVED, that the stockholders of XPO, Inc. (the “company”) hereby approve, on an advisory basis, the compensation of
the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement for the company’s 2025
Annual Meeting of Stockholders.”
We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative
disclosures included in this Proxy Statement. As described in detail under the heading Executive Compensation — Compensation
Discussion and Analysis, we believe that our compensation programs appropriately reward executive performance and align the
interests of our NEOs and key employees with the long-term interests of our stockholders, while also enabling us to attract and retain
talented executives.
This resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on our Board of Directors. However, our Board of
Directors and its Compensation and Human Capital Committee will consider the voting results when making future decisions regarding
our executive compensation program.
Note about Frequency:
At the 2024 Annual Meeting of Stockholders, our stockholders voted to approve an annual holding of the
advisory vote on executive compensation. The annual frequency will continue until the next required non-binding, advisory vote on the
frequency of advisory votes on executive compensation is held in 2030.
REQUIRED VOTE
Approval of this advisory resolution, commonly referred to as a “say-on-pay” resolution, requires the affirmative vote of a majority of
the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such
proposal) by holders of shares of our common stock at the Annual Meeting at which a quorum is present.
RECOMMENDATION
Our Board of Directors recommends a vote “FOR” approval of the advisory resolution to approve executive
compensation set forth above.
OTHER MATTERS
We do not expect that any matter other than the foregoing proposals will be brought before the Annual Meeting. If, however, such a
matter is properly presented at the Annual Meeting or any adjournment or postponement of the Annual Meeting, the persons
appointed as proxies will vote as recommended by our Board of Directors or, if no recommendation is given, in accordance with their
judgment.
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ADDITIONAL INFORMATION
AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT
If you would like to receive a paper copy of our 2024 Annual Report or this Proxy Statement, please contact us at Investor Relations,
XPO, Inc., Five American Lane, Greenwich, Connecticut 06831 or by email at investors@xpo.com, and we will send a copy to you
without charge.
A NOTE ABOUT OUR WEBSITE
Although we include references to our website, www.xpo.com, including the Investor Relations section of our website,
investors.xpo.com, and certain additional third-party websites throughout this Proxy Statement, information that is included on our
website is not incorporated by reference into, and is not a part of, this Proxy Statement. The address of our website is included as an
inactive textual reference only.
We use our website as one means of disclosing material non-public information and for complying with our disclosure obligations
under the SEC’s Regulation FD. Such disclosures typically will be included within the Investor Relations section of our website.
Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC
filings and public conference calls and webcasts.
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ANNEX A—
RECONCILIATION OF NON-GAAP MEASURES
RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA
(Unaudited)
(In millions)
Years Ended December 31,
2024
2023
2022
2021
2020
Net income (loss) from continuing operations
$ 387
$192
$184
$ 96
$(110)
Debt extinguishment loss
—
25
39
54
—
Interest expense
223
168
135
211
308
Income tax provision (benefit)
86
68
74
11
(54)
Depreciation and amortization expense
490
432
392
385
378
Goodwill impairment
—
—
64
—
—
Litigation matter(1)
—
8
—
—
—
Transaction and integration costs
53
58
58
36
67
Restructuring costs
27
44
50
19
22
Other
—
1
1
—
(2)
Adjusted EBITDA
$1,266
$996
$997
$812
$ 609
Amounts may not add due to rounding.
(1)
Relates to California Environmental Matters as described in Note 18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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RECONCILIATION OF ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE
(Unaudited)
(In millions, except per share data)
Years Ended December 31,
2024
2023
Net income from continuing operations(1)
$ 387
$ 192
Debt extinguishment loss
—
25
Amortization of acquisition-related intangible assets
57
55
Litigation matter(2)
—
8
Transaction and integration costs
53
58
Restructuring costs
27
44
Income tax associated with the adjustments above(3)
(24)
(36)
European legal entity reorganization(4)
(41)
—
Adjusted net income from continuing operations(1)
$ 460
$ 346
Adjusted diluted earnings from continuing operations per share(1)
$3.83
$2.92
Weighted-average common shares outstanding
Diluted weighted-average common shares outstanding
120
118
Amounts may not add due to rounding.
(1)
Includes gains from sales of real estate of $26 million ($34 million pre-tax) or $0.21 per diluted share in the fourth quarter of 2024
(2)
Relates to California Environmental Matters as described in Note 18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
(3)
The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible compensation, and contribution- and
margin-based taxes
(4)
Reflects a tax benefit recognized in the second quarter of 2024 and the subsequent adjustments recognized during the second half of 2024 related to a legal entity reorganization
within our European Transportation business
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RECONCILIATION OF NORTH AMERICAN LTL SEGMENT ADJUSTED OPERATING INCOME, ADJUSTED
OPERATING RATIO, AND ADJUSTED EBITDA
(Unaudited)
(In millions)
Years Ended December 31,
2024
2023
Revenue (excluding fuel surcharge revenue)
$4,115
$3,814
Fuel surcharge revenue
785
857
Revenue
4,899
4,671
Salaries, wages and employee benefits
2,515
2,346
Purchased transportation
248
366
Fuel, operating expenses and supplies(1)
928
956
Operating taxes and licenses
65
48
Insurance and claims
80
102
(Gains) losses on sales of property and equipment
(27)
8
Depreciation and amortization
346
291
Transaction and integration costs
1
—
Restructuring costs
7
12
Operating income
735
542
Operating ratio(2)
85.0%
88.4%
Other income
—
1
Amortization expense
36
34
Transaction and integration costs
1
—
Restructuring costs
7
12
Gains on real estate transactions
(34)
—
Adjusted operating income
$ 746
$ 589
Adjusted operating ratio(3)
84.8%
87.4%
Depreciation expense
310
257
Pension income
25
17
Gains on real estate transactions
34
—
Other
—
1
Adjusted EBITDA(4)
$1,115
$ 864
Adjusted EBITDA margin(4)
22.8%
18.5%
Amounts may not add due to rounding.
(1)
Fuel, operating expenses and supplies includes fuel-related taxes.
(2)
Operating ratio is calculated as (1 – (Operating income divided by Revenue)) using the underlying unrounded amounts.
(3)
Adjusted operating ratio is calculated as (1 – (Adjusted operating income divided by Revenue)) using the underlying unrounded amounts; adjusted operating margin is the inverse
of adjusted operating ratio.
(4)
Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted
EBITDA divided by Revenue using the underlying unrounded amounts.
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NON-GAAP FINANCIAL MEASURES
As required by the SEC rules we provide reconciliations of the non-GAAP financial measures contained in this Proxy Statement to the
most directly comparable measure under GAAP, which are set forth in the financial tables above.
XPO’s non-GAAP financial measures used in this Proxy Statement include: adjusted earnings before interest, taxes, depreciation and
amortization (“adjusted EBITDA”) on a consolidated basis; adjusted net income from continuing operations; adjusted diluted earnings
from continuing operations per share (“adjusted EPS”); adjusted operating income for our North American LTL segment; and adjusted
operating ratio for our North American LTL 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 net income from continuing operations, adjusted EPS, adjusted operating income and adjusted operating
ratio include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the
tables above. 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, 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 adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure
(interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the
above 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 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 for our North American LTL business improve the comparability of our
operating results from period to period by removing the impact of certain transaction and integration costs and restructuring costs, as
well as amortization expenses.
FORWARD-LOOKING STATEMENTS
This Proxy Statement 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 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 continue insourcing linehaul in ways that enhance our network efficiency and service;
the anticipated impact of a freight market recovery on our 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 management talent and key employees
including qualified drivers; labor matters; litigation; and competition and pricing pressures.
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© 2025 XPO, Inc.

All forward-looking statements set forth in this Proxy Statement 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
Proxy Statement 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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-K
_______________________________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-32172
_______________________________________________________
XPO, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware
03-0450326
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Five American Lane
Greenwich, CT
06831
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code  (855) 976-6951
_______________________________________________________
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
Securities registered pursuant to Section 12(g) of the Act:
None
_______________________________________________________
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
Yes ☒   No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 
Act.  Yes ☐   No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required 
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such 
shorter period that the registrant was required to submit such files).  Yes ☒   No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated 
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of 
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 
7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial 
statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of 
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period 
pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐   No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $12.1 billion 
as of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the 
closing price of the common stock on that date.
As of January 31, 2025, there were 117,242,596 shares of the registrant’s common stock, par value $0.001 per share, 
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange 
Commission pursuant to Regulation 14A in connection with the registrant’s 2025 Annual Meeting of Stockholders (the 
“Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K (the “Annual Report”). 
Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not 
deemed to be filed as part hereof. 

XPO, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
PART I
Page No.
Item 1
Business
4
Item 1A Risk Factors
15
Item 1B Unresolved Staff Comments
27
Item 1C Cybersecurity
28
Item 2
Properties
29
Item 3
Legal Proceedings
29
Item 4
Mine Safety Disclosures
29
PART II
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 
Equity Securities
29
Item 6
[Reserved]
30
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 7A Quantitative and Qualitative Disclosures About Market Risk
43
Item 8
Financial Statements and Supplementary Data
45
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
91
Item 9A Controls and Procedures
91
Item 9B Other Information
91
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
91
PART III
Item 10
Directors, Executive Officers and Corporate Governance
92
Item 11
Executive Compensation
92
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 
Matters
92
Item 13
Certain Relationships and Related Transactions, and Director Independence
92
Item 14
Principal Accountant Fees and Services
92
PART IV
Item 15
Exhibits and Financial Statement Schedules
93
Item 16
Form 10-K Summary
99
Signatures
100
3

PART I
In this Annual Report, "we," "our," "us," "XPO, Inc.," “XPO,” and "the Company" refer to XPO, Inc. and its 
consolidated subsidiaries, unless the context requires otherwise.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report and other written reports and oral statements we make from time to time contain forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities 
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 the Company in light of its experience and its perception of historical trends, current conditions 
and expected future developments, as well as other factors it believes are appropriate in the circumstances. These 
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause 
actual future results, levels of activity, performance or achievements to be materially different from our expected 
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 those discussed below and the 
risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All 
forward-looking statements set forth in this Annual Report are qualified by these cautionary statements, and there 
can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if 
substantially realized, that they will have the expected consequence to or effects on the Company or its business or 
operations. The following discussion should be read in conjunction with the Company’s audited Consolidated 
Financial Statements and related notes thereto included elsewhere in this Annual Report. Forward-looking 
statements set forth in this Annual Report 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.
ITEM 1. 
BUSINESS
Company Overview
XPO, Inc., together with its subsidiaries, is a leading provider of freight transportation services, with company-
specific avenues for value creation. We use our proprietary technology to move goods efficiently through our 
customers’ supply chains in North America and Europe. As of December 31, 2024, we had approximately 38,000
employees serving approximately 55,000 customers through 614 locations in 17 countries.
Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component 
of our business, and European Transportation.
North American LTL Segment
LTL in North America is a bedrock industry providing a critical service to the economy, with secular growth drivers, 
a favorable pricing environment and an established competitive landscape. XPO is one of the largest LTL networks 
in North America, with approximately 9% share of the U.S. market, estimated to be $52 billion in 2023.
We provide approximately 36,000 shippers with critical geographic density and day-definite domestic services to 
approximately 99% of U.S. zip codes, as well as cross-border services to Mexico, Canada and the Caribbean. Our 
capacity and reach give us the ability to manage large freight volumes efficiently and balance our network to 
leverage fixed costs. For the full year 2024, our customer-focused organization of truck drivers, service center teams 
and sales professionals worked together to move approximately 18 billion pounds of freight through our network. 
4

Importantly, our LTL business historically has generated a high return on invested capital and robust free cash flow. 
This supports our ongoing investments in people, network capacity and proprietary technology. We manage the 
business to specific objectives, such as on-time delivery and damage-free transport of customer freight, the optimal 
sourcing of linehaul transportation, and the strategic expansion of our footprint in markets with long-term demand. 
Since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to 
our network — this includes the acquisition of 28 service centers previously operated by Yellow Corporation (the 
“Yellow Asset Acquisition”), completed in December 2023. As of December 31, 2024, we had opened 23 of these 
acquired locations.
Additionally, we have continued to advance a host of initiatives that are specific to XPO and largely independent of 
the macroeconomic environment. Our in-house trailer manufacturing facility and truck driver schools are self-reliant 
capabilities that are competitively advantageous for us, particularly when industry conditions make it difficult to 
source equipment or drivers. In 2024, we produced over 4,400 trailers and continued to invest in training 
commercial drivers at our 130 XPO driver schools. 
Specific to our technology, we believe that we have a large opportunity to drive further growth and profitability in 
our LTL network through innovation. For more information, see “Proprietary Technology and Intellectual Property”
below. 
European Transportation Segment
XPO has a unique pan-European transportation platform with leading positions in key geographies: We are the #1 
full truckload broker and the #1 pallet network (LTL) provider in France; the #1 full truckload broker and the #1 
LTL provider in Iberia (Spain and Portugal); and a top-tier dedicated truckload provider in the U.K., where we also 
have the largest single-owner LTL network. We serve an extensive base of customers in the consumer, trade and 
industrial markets, including many sector leaders that have long-tenured relationships with us. 
Our range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, managed 
transportation, last mile, freight forwarding, warehousing and, increasingly, multimodal solutions customized for our 
customers, such as road-rail and road-short sea combinations. Our operators use our proprietary technology to 
manage these services within our digital ecosystem in Europe.
Strategic Developments
XPO has operated solely as an asset-based LTL service provider in North America since November 2022, when we 
completed the spin-off of RXO, Inc. (“RXO”). This followed our completion of two additional components of our 
strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the sale of our North American 
intermodal operation in March 2022.
In December 2023, we completed the Yellow Asset Acquisition, in line with our commitment to expand capacity in 
key freight markets and operate the network more efficiently. In connection with this transaction, we purchased 26 
LTL service centers previously operated by Yellow Corporation and assumed existing leases for two additional 
locations.
The previously announced authorization by our Board of Directors to divest our European business remains in 
effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.
Proprietary Technology and Intellectual Property
One of the ways in which we deliver superior service to our customers is by empowering our employees with 
technology. Our industry is evolving, and customers want to de-risk their supply chains by forming relationships 
with reliable service providers that have invested in innovation.
We have built a highly scalable ecosystem on the cloud that deploys our software consistently across our operating 
footprint. In our North American LTL business, the caliber of our technology is mission-critical to our success; it 
optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we 
provide. An LTL network of our scale has hundreds of thousands of activities underway at any given time, all 
5

managed on our technology. In 2024, we moved approximately 18 billion pounds of freight 815 million miles, 
including moving linehaul freight an average of 2.6 million miles a day.
With intelligent route-building, we can reduce empty miles in our linehaul network, improve load factor and 
mitigate cargo damage. Our proprietary bypass models make recommendations to enhance trailer utilization, 
assimilating massive amounts of data and taking volume, density, and freight dimensions into account. We use our 
real-time visualization tools to reduce costs with pickups and deliveries and developed a robust pricing platform for 
contractual account management and automated, dynamic pricing for local accounts. 
XPO Smart® is our proprietary suite of intelligent tools and analytics that self-adjusts site by site to drive 
productivity across our LTL service center operations. Our software incorporates dynamic data science, predictive 
analytics and machine learning to aid our managers in workflow decision-making. We use XPO Smart® to improve 
our labor in a safe, disciplined and cost-effective manner.
The “XPO” trademark, service mark, and trade name are essential to our business and critical to our success. XPO, 
XPO Smart, and Your Freight First, among others, are trademarks and service marks for which registrations, or 
applications for registration, are on file, as applicable with the United States Patent and Trademark Office. We 
believe these trademarks, service marks, and trade names are important components of our marketing strategy, and 
seek to protect those proprietary marks and trade names relevant to our business. For some marks, we have also 
registered or are pursuing registration in certain other countries.
Environmental Information
Our innovation strategy is focused on providing highly efficient supply chain services that use automation and data 
science to create value for our shareholders and customers. We use our proprietary technology to provide reliable 
freight transportation services and make the most of the resources within our company.
For many of our customers, the transportation needs of their business account for a significant portion of their value 
chain emissions. Our technology can coordinate the movement of customer goods in ways that are more efficient. 
Some of our key priorities in this regard are optimizing the utilization of truck and trailer capacity; streamlining 
local and linehaul freight flows; and, as described further below, investing in a modern, fuel-efficient fleet. 
In the course of our business, customers, shareholders and other stakeholders ask us to disclose our emissions data 
and sustainability strategies and outcomes. Our Nominating, Corporate Governance and Sustainability Committee of 
our Board of Directors provides oversight of, and engagement with, our management team on sustainability 
strategies and disclosures, ensuring our activities meet the evolving needs and expectations of our shareholders and 
other stakeholders. We are proud of our sustainability efforts and initiatives, and note that in 2024, our European 
business was awarded the prestigious EcoVadis Gold Medal for its Corporate Social Responsibility strategy and 
performance. 
Transportation Fleet
Our ongoing fleet initiatives companywide include modernizing our tractors and trailers; deploying cleaner fuels 
where practical, such as natural gas, biodiesel, biogas, hydrotreated vegetable oil and electricity; expanding our use 
of data and analytics to improve the efficiency of routing, loading and handling freight; and exploring the 
commercial viability of alternative fuel vehicles. 
We continue to invest in tractors with 15-liter engines and automatic transmissions that improve reliability and fuel 
economy, while lowering emissions and extending engine life. In 2023, we bolstered our North American fleet with 
the addition of over 1,400 new tractors, reducing our average tractor age to 5.0 years at year-end from 5.9 years at 
the end of 2022. In 2024, we purchased over 2,300 tractors in North America, reducing our average tractor age to 
approximately 4.1 years. We continue to calibrate our vehicles to improve fuel efficiency by implementing 
improvements such as equipping our trucks with aero packages that reduce drag and improve miles per gallon, and 
utilizing SmartWay-approved low-resistance tires.
6

In Europe, our diesel road fleet is over 98% compliant with Euro 6 standards, and we have a natural gas-powered 
fleet of more than 180 trucks serving customers in France, the U.K., Spain and Portugal. Additionally, we have 
environmentally-sound fleet initiatives ranging from government-approved mega-trucks in Spain, which can 
transport more freight with fewer trips, to fully electric vehicles for certain “last mile” and “regional” (220 miles 
range) deliveries. We are also testing the use of duo-trailer vehicles that have the potential to reduce CO2 emissions, 
compared with using traditional trucks for the same freight.
Electric vehicles show promise in commercial transport applications as an alternative to diesel, particularly in urban 
areas. Our fleet experts are working with manufacturers of larger electric trucks, and we have completed pilot 
programs to advance our understanding of the commercial viability of these vehicles. In the U.S., we purchased nine 
all-electric trucks for use in our operations in California. In Europe we have more than 75 all-electric trucks 
currently deployed and have committed to order more than 275 additional all-electric trucks in 2025 supported by 
the existing and ongoing installation of more than 350 electric charging stations at our facilities.
Facilities  
Our expertise in the circular economy helps us to continually improve the efficiency of our facilities. We have 
ongoing initiatives underway to install LED lighting in our buildings, right-size packaging and incorporate other 
environmentally friendly practices in our operations. We also reduce waste by recycling or reusing materials where 
feasible, including recycling 86% of the materials in trailers at the end of their life.
Our Strategy
Our strategy is to help customers move goods efficiently through their supply chains by using our transportation 
capacity, organizational strengths and proprietary technology. We deliver value in the form of network resources, 
technological innovations, process and cost efficiencies and reliable outcomes. Our services are both highly 
responsive to customer goals, such as mitigating environmental impacts over time, and proactive in identifying 
potential improvements. 
We have instilled a culture that defines success as mutually beneficial results for our company and our customers. 
Our comprehensive growth plan in North America focuses on four levers of value creation: provide best-in-class 
customer service; invest in adding capacity and enhancing our network for the long term; accelerate yield growth; 
and drive cost efficiencies. We have made considerable progress in each of these areas since launching our growth 
plan in the fourth quarter of 2021, and we see significant potential for further improvements:
•
Provide best-in-class service. We are committed to building a premium service organization by aligning 
employee incentives and accountability with tangible quality-of-service results for customers. In the fourth 
quarter of 2024, we delivered a damage claims ratio of 0.2%, representing a major improvement from 1.2% 
in the fourth quarter of 2021, and we improved our 2024 on-time performance from 2023. Our ongoing 
investments in employee training programs, state-of-the-art equipment and technological enhancements 
support our team in continuously improving service quality and productivity.
•
Invest in network capacity and enhancements for the long-term. The targeted investments we make enable 
us to onboard more freight and position our network for the future, while further enhancing service and 
fluidity. In 2024, approximately two-thirds of our capital expenditures were deployed to increase the 
capacity of our fleet — we added more than 4,400 trailers and 2,300 tractors, including sleeper cab trucks 
for linehaul insourcing. Our average tractor age at year-end 2024 was 4.1 years, compared with 5.9 years at 
year-end 2022. Since the launch of our growth plan in late 2021, we have added more than 15,500 trailers 
and 4,700 tractors to our fleet and added more than 2,000 net new doors to our network. 
•
Accelerate yield growth. We are intently focused on customer service excellence as our most powerful 
lever to grow yield, which we measure as gross revenue per hundredweight, excluding fuel surcharges. Our
full-year yield growth of 7.8%, compared with 2023, was primarily driven by our service improvements 
and, to a lesser extent, by our expansion of accessorial services and revenue growth generated from local 
customers.
7

•
Drive cost efficiencies. We aim to improve cost efficiency by optimizing our purchased transportation, 
variable costs and overhead. For the full year 2024, we lowered our cost of third-party purchased 
transportation by over 32% compared with 2023. These cost savings were driven by reducing the number 
of outsourced linehaul miles as a percentage of total linehaul miles to 14.7% for the full year 2024, 
compared with 23.6% in 2021 at the start of our growth plan, and by negotiating lower contract rates for the 
miles we outsourced. For the fourth quarter of 2024, we accelerated this initiative, reducing the number of 
outsourced linehaul miles as a percentage of total linehaul miles to 10.7%. We expect that the investments 
we are making in capacity will further enhance our service quality, network fluidity and productivity, 
thereby accelerating cost efficiencies.
Customers and Markets
We provide freight transportation services to approximately 55,000 customers ranging in size from small, 
entrepreneurial businesses to Fortune 500 companies. Our customers span every major industry, giving us a 
presence in verticals that are fundamental to the economy, such as industrial and manufacturing, retail and e-
commerce, food and beverage, and consumer goods. In 2024, we generated approximately 60% of our revenue in 
North America, almost entirely in the U.S., 16% in France, 13% in the U.K. and 11% in the rest of Europe.
The diversification of our customer base minimizes concentration risk. Globally, in 2024, our top five customers 
combined accounted for approximately 7% of revenue, with the largest customer accounting for less than 3% of 
revenue. In our North American LTL segment, in 2024, our top five customers combined accounted for 
approximately 10% of revenue, with the largest customer accounting for less than 4% of revenue.
Competition
We operate in highly competitive marketplaces where customers can choose from among many different 
transportation providers with distinct value propositions. We compete on quality and reliability of service, scope and 
scale of operations, technological capabilities, expertise and price. 
Our competitors in North America include local, regional and national LTL carriers that offer the same services we 
provide, such as Old Dominion Freight Line and Saia. Our competitors in Europe vary based on the types of services 
provided; for example, LTL transportation versus dedicated or brokered full truckload transportation or multimodal 
solutions. Due to the competitive nature of our marketplaces, we place equal importance on strengthening existing 
customer relationships and forging new relationships.
Our ability to continually invest in the business is a compelling competitive strength of XPO — it ensures that we 
deliver what our customers value: reliable capacity, technological solutions and problem-solving expertise. 
Strategically, this positions us to capitalize quickly in an upcycle, with substantial operating leverage built in, and 
accelerate profitable market share gains. For example, while a freight recession in North America hampered demand 
for LTL services throughout 2024, and continues to do so, we believe that we are positioned to onboard significantly 
more freight when market conditions improve, due to our investments in network expansion. 
Furthermore, we believe that we are in a strong position to benefit from secular industrial and retail trends in all 
parts of the cycle, such as the trend toward shippers increasingly outsourcing freight transportation, the shift toward 
more frequent LTL shipments versus full truckload freight in some sectors, and an increase in the nearshoring of 
manufacturing activity to North America.
8

Regulation
Our operations are regulated by various governmental agencies in the U.S. and in other countries where we conduct 
business. These regulations impact us directly and indirectly because they regulate third-party transportation 
providers with which we arrange and/or contract to transport freight for our customers.
Regulations Affecting Motor Carriers and Transportation Brokers. In the U.S., our subsidiaries that operate as 
motor carriers and freight transportation brokers are licensed by the Federal Motor Carrier Safety Administration 
(“FMCSA”) of the U.S. Department of Transportation (“DOT”). Our motor carrier subsidiaries and the third-party 
motor carriers we contract with in the U.S. must comply with the safety and operations regulations of the DOT. Like 
all motor carriers, XPO must participate in the FMCSA’s Compliance Safety Accountability (“CSA”) program, 
which uses a Safety Measurement System (“SMS”) to rank motor carriers on seven categories of safety-related data, 
known as Behavioral Analysis and Safety Improvement Categories (“BASICs”), including those related to, without 
limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous 
materials compliance, driver fitness, accidents or crashes, and unsafe driving. We are also subject to a variety of 
vehicle registration and licensing requirements in certain states and local jurisdictions where we operate, as are the 
third-party transportation providers with which we contract. In foreign jurisdictions where we operate, our 
operations are regulated by the appropriate governmental authorities.
Other federal and state agencies, such as the U.S. Environmental Protection Agency (“EPA”), the U.S. Food and 
Drug Administration (“FDA”), the U.S. Department of Homeland Security (“DHS”) and the California Air 
Resources Board (“CARB”), also regulate our equipment and operations. We may become subject to new or more 
restrictive regulations relating to emissions, drivers’ hours-of-service, onboard reporting of operations, cargo 
security and other regulations affecting safety or operating methods. Regulatory requirements, and changes to the 
regulatory environment, may affect our business or the economics of the transportation industry by requiring 
changes in operating practices that could impact the demand for, and increase the costs of, providing transportation 
services.
Environmental Regulations. We are subject to various environmental laws and regulations in the jurisdictions where 
we operate. In the U.S., these laws and regulations deal with the hauling, handling and disposal of hazardous 
materials, emissions from vehicles, engine-idling, storage tanks (fuel, oil, antifreeze and other products) and related 
fuel spillage and seepage, discharge and retention of storm water, and other environmental matters. We may be 
responsible for the cleanup of a spill or other incident involving hazardous materials caused by our business. In the 
past, we have been responsible for the cost to clean up diesel fuel spills caused by traffic accidents or other events 
for which we are legally responsible, and none of these incidents materially affected our business or operations. We 
generally transport only hazardous materials rated as low-to-medium-risk, and only a small percentage of our total 
loads contain hazardous materials. We do not know of any existing environmental law, regulation or condition that 
reasonably would be expected to have a material adverse effect on our business, capital expenditures, or operating 
results. However, future changes to environmental laws or regulations may impact our operations and could result in 
increased costs.
Other Regulations. We are subject to a variety of other U.S. and foreign laws and regulations, including, but not 
limited to, the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption statutes, and trade 
compliance laws. We are also subject to state and U.S. federal laws and regulations addressing some types of cargo 
transported or stored by our subsidiaries, or transported pursuant to a government contract or subcontract. Violations 
or noncompliance could result in significant fines from governmental authorities and negatively impact our 
reputation, operations and financial condition. 
Risk Management and Insurance
We maintain insurance for commercial automobile and trucker’s liability, commercial general liability, cargo legal 
liability, workers’ compensation and employers’ liability, umbrella and excess liability, cyber risk, and property 
coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the 
varying historical frequency, severity and timing of claims.
9

Seasonality
Our revenue and profitability in the first and fourth quarters of the calendar year are typically lower than in the 
second and third quarters. The productivity of our transportation fleet historically decreases during the winter 
season, as it does for the industry in general, because inclement weather impedes operations. Additionally, we 
believe that many of our customers experience lower post-holiday demand for their products, contributing to the 
historical decrease in industry freight shipments in the first quarter. It is not possible to reliably predict whether our 
historical revenue and profitability trends will continue to occur in future periods.
Human Capital Management
As a people-driven company with a strong customer service culture, our ability to be an employer of choice and a 
business partner of choice are intertwined. We have an unwavering commitment to a workplace culture that places a 
premium on safety, as well as professional growth, engagement and competitive total compensation and benefits for 
our employees. These and many other aspects of our culture help us attract and retain a high caliber of talent to our 
organization.
Our Chief Human Resources Officer (“CHRO”) has primary responsibility for our human capital management 
strategy, including recruiting, developing, engaging and retaining employees who share our work ethic and values. 
The CHRO is also responsible for the design of employee compensation and benefits programs.
In addition to our employment culture, our success relies on our company’s robust governance structure, our Code 
of Business Ethics and the importance we place on being a good corporate citizen. Ultimately, our decisions and 
actions are guided by XPO’s values — overachieve for customers, be safe, be accountable, always improve, respect 
each other and be world-class in every way.
Employee Base Profile
Based on December 31, 2024 data, XPO has locations in 17 countries, with approximately 23,100 employees in 
North America, 14,500 employees in Europe and 400 employees in Asia, supplemented by approximately 3,000 
temporary workers.
By geography, approximately 61% of our global employees are based in North America, 38% in Europe and 1% in 
Asia. By job description, approximately 64% of our employees work as drivers and dockworkers, 24% as operations 
and facility workers, and the remainder in support roles and other positions. In North America, approximately 86% 
of our employees have hourly roles and 14% have salaried positions. 
By gender, approximately 14% of our global employees are women — this increases to 37% when excluding 
drivers, dockworkers and technicians. In North America, 50% of our professional management positions are held by 
women, representing a decrease of 2.0% from 2023. 
In 2024, 52% of our newly hired U.S. employees self-identified as ethnically or racially diverse, representing a 4%
decrease from 2023, and approximately 43% of our total U.S. employee population was ethnically or racially 
diverse. This includes 20% of U.S. employees who self-identified as Black or African American, which is seven 
percentage points higher than the U.S. population, based on the most recent census data.
In our total workforce, the absolute number of females in managerial positions grew by 28% cumulatively from 
2021 to 2024; the absolute number of ethnically or racially diverse employees in managerial positions grew by 26% 
cumulatively in the same period. Ethnically or racially diverse employees earned 35% of managerial promotions in 
2024, up from 34% in 2023, and held 20% of executive leadership positions (vice president and above), 28% of 
professional management roles and 31% of operational management roles.
We have publicly disclosed our 2024 EEO-1 report on our website, and expect to publish our 2025 EEO-1 report in 
the second quarter of this year.
10

As of December 31, 2024, none of our employees were represented by a union in North America and 85% of our 
employees in Europe were covered by a collective bargaining or similar agreement, consistent with our December 
31, 2023 position.
Throughout 2024, we continued to make substantial investments in direct employee communications, conducting 
quarterly engagement surveys and holding over 7,000 roundtable discussions and safety and engagement committee 
meetings across our North American LTL network. The employee feedback we receive is often instrumental in 
driving new initiatives that strengthen our culture of respect, appreciation and opportunity.
Health and Safety
The physical and emotional safety of our employees is paramount, and we have numerous protocols in place to 
ensure a safe work environment. We developed our Road to Zero program to decrease occupational injuries and 
illnesses through education, mentoring, communication and on-the-job training that instills awareness and reduces 
risk. These same priorities are emphasized when we train new commercial driver candidates at our inhouse, LTL 
driver training schools nationwide, where veteran XPO driver-instructors reinforce our safety culture. 
As part of Road to Zero, we track accident-free miles and recognize XPO drivers who have achieved million-mile 
safety milestones. As of December 31, 2024, more than 2,500 of our LTL drivers have achieved a safety designation 
of at least one million accident-free miles, with 246 of these drivers meeting this threshold in 2024. Since the 
inception of Road to Zero in 2022, we have had four drivers reach four million accident-free miles during their 
career, which is the highest driver safety record in XPO’s history.
In addition to physical well-being, we consider emotional well-being to be an important part of workplace safety. 
Our Code of Business Ethics mandates zero tolerance of discrimination, harassment, retaliation, bullying and other 
unacceptable behaviors. We want our employees to feel welcome at work, and we give them multiple channels to 
report any incidents. This includes an open-door policy that encourages employees to speak with any supervisor, 
manager or member of the HR team, and our EthicsPoint hotline and website for reporting incidents anonymously. 
We are diligent about evaluating new programs as they become available to support the physical and mental health 
of our employees. In our open enrollment period for 2025 benefit plans, we introduced new options for virtual 
physical therapy and “physicals on the go,” and enhanced our employee assistance programs specifically for mental 
health. 
Employee Engagement and Development 
XPO executive leadership regularly solicits feedback from employees to gauge our progress, assess satisfaction and 
encourage constructive suggestions. Each quarter, we ask our “wired” employees to submit their input through an 
anonymous online satisfaction survey. In the U.S., we also conduct an annual satisfaction survey of our “non-wired” 
frontline employees, and hold regular roundtables and town halls. Based on employee feedback, we develop action 
plans at the business unit and facility levels to implement targeted improvements. 
XPO was named a 2024 “Top Company for Women to Work for in Transportation – Elite 30” by the Women in 
Trucking Association, a 2024 “4 Star Employer” by VETS Index, and a “2025 Military Friendly Employer – Gold 
Ranking” by Viqtory.
Additionally, we foster career development at all levels to recruit and retain high-caliber employees. Our career 
development infrastructure includes the following areas of focus, among others:
Recruitment. We use an array of channels and recruiting partnerships to attract qualified job candidates. Our goal is 
to identify candidates who have the skills our customers need, or the desire to learn those skills. In 2024, for 
example, we partnered with Partnership for Your Success to attract military veterans, and worked with Women in 
Trucking to engage more women in transportation industry careers.
Interactive Hiring. Our integrated approach to talent development begins with our robust digital recruitment 
platform, which includes online job previews and pre-employment assessments for key positions. Our platform 
provides an efficient way for candidates to learn about XPO at their convenience and explore positions that match 
11

their interests and abilities. This is a more stress-free entry into the recruitment process for job candidates, and 
improves both the onboarding experience and retention rates for new hires.
XPO Accelerate. Launched in September 2022, XPO Accelerate provides high-potential leaders in service center, 
sales and support staff roles with the critical skills necessary to take on more senior leadership roles. This program 
helps retain and promote promising leadership talent by building relevant strategic skills.
XPO Field Management Training. XPO maintains a strong “ready now” pipeline of future leaders for our operations 
through a comprehensive, 14-week, blended learning approach. Our Field Management Training program graduated 
68 supervisors in 2024, of which more than 40% were ethnically or racially diverse, or female.
Frontline Leadership Training. XPO’s Freight Leadership Certification and Freight Operations Onboarding 
webinars support newly hired frontline leaders as they transition into their roles. The programs equip employees 
with fundamental skills to succeed in freight operations, including online learning and weekly instructor-led 
webinars.
LTL Driver Training Schools. XPO’s commercial truck driver training schools are an essential channel for recruiting 
new drivers to XPO, as well as providing new careers for employees currently in other roles, such as dockworkers. 
Trainees attend our driver school tuition-free, receive pay while training and have an opportunity for full-time 
employment with XPO after earning a CDL-A license. We also offer employees tuition reimbursement of up to 
$5,000 for any approved non-XPO driver training school. In 2024, we graduated over 650 students from our LTL 
driver training locations.
Maintenance Training. Well-maintained tractors and trailers are an essential component of both safety and customer 
service in LTL transportation. Our in-house maintenance training school enhances technical skills for new hires and 
provides continuous learning for our field maintenance personnel to stay abreast of maintenance developments and 
warranty recovery requirements.
XPO University. Our learning and development platform, XPO University, delivers approximately 21,000 online 
and in-person learning and assessment programs to our employees in North America and Europe in areas such as 
onboarding, management training, technology, compliance and safety and professional skills development. In 2024, 
420,000 training hours were completed by our employees worldwide. 
Expansive Total Rewards 
Our total compensation package is instrumental in providing a superior employment experience, and conveys how 
much we appreciate each employee’s choice of XPO. The pillars of the expansive total rewards we offer are:  
Competitive Wages and Jobs Creation. In addition to our annual merit and hourly pay increases that broadly cover 
our employee population in North America, approximately 1,000 eligible LTL employees at over 35 locations 
received additional wage increases throughout 2024. Further, across our North American and European operations, 
our ongoing investments in growth expanded our total permanent workforce by 0.2% year-over-year with a net 95 
new permanent employees.
Comprehensive Benefits. We offer an extensive suite of benefits to support the health and well-being of our 
employees and their families, often reflecting responsiveness to employee feedback. In the U.S., examples include:
•
Pregnancy Care Policy: Guarantees up to 80 hours of paid prenatal leave and certain automatic 
accommodations, plus consideration of more significant accommodations while preserving existing wage 
rates.
•
Family Bonding Policy: Provides up to an additional six weeks of 100% paid time off for the primary 
caregiver of a newborn or newly adopted child, and two weeks of 100% paid time off for a secondary 
caregiver.
•
Tuition Reimbursement: Provides for up to $5,250 of annual reimbursement for continuing education, 
academic discounts in more than 80 fields of online study and tuition-free commercial driver training.
12

•
Additional Benefits: Includes virtual preventive health care, pelvic health management, physical therapy 
services and diabetes management services at no cost to employees, as well as supplemental insurance, 
short-term loans and a personalized Total Rewards Statement. 
In Europe, XPO’s benefit programs vary by country and are tailored to the needs of local markets. Examples include 
comprehensive health and risk insurances, employee assistance programs covering mental, physical and financial 
well-being, commercial driver training, vocational coaching and training, and a fully flexible benefits program in the 
U.K.
Community Outreach
XPO continues to support organizations that reflect the interests of our employees and the communities where we 
operate. In 2024, our company served as the official transportation partner for the Susan G. Komen 3-Day Walks to 
end breast cancer, and partnered with Truckers Against Trafficking to educate our employees about human 
trafficking. We supported homeless shelters by donating more than 64,000 pairs of socks, donated more than 
$115,000 worth of schools supplies to local kids across our network, and sponsored Pat’s Run to support the Pat 
Tillman Foundation. On the safety front, our employees take pride in XPO being the official transport partner for the 
Tour de France competition for 44 years.
Information about our Executive Officers
The following information relates to each of our executive officers:
Name
Age
Position
Brad Jacobs
68
Executive Chairman of the Board
Mario Harik
44
Chief Executive Officer
Kyle Wismans
41
Chief Financial Officer
David Bates
59
Chief Operating Officer
Wendy Cassity
49
Chief Legal Officer and Corporate Secretary 
Brad Jacobs has served as XPO’s executive chairman since November 2022, and served as the Company’s 
chairman and chief executive officer from September 2011 through October 2022. Mr. Jacobs led the spin-offs of 
GXO and RXO from XPO as separate public companies and has served as non-executive chairman of GXO and 
RXO from August 2021 and November 2022, respectively. Also, since June 2024, Mr. Jacobs has served as 
chairman and chief executive officer of QXO, Inc., a publicly traded company. Additionally, he is the managing 
member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two other 
public companies: United Rentals, Inc., which he founded in 1997, and United Waste Systems, Inc., which he 
founded in 1989. He served as chairman of United Rentals from 1997 to 2007, and as chief executive officer from 
1997 to 2003. He served as chairman and chief executive officer of United Waste Systems from 1989 to 1997. 
Mario Harik has served as XPO’s chief executive officer and a director since November 2022, after previously 
leading the Company’s North American LTL segment as president from October 2021 to October 2022. 
Additionally, he served as XPO’s chief information officer from November 2011 to October 2022 and XPO’s chief 
customer officer from February 2021 to January 2022. Mr. Harik has served as a director of QXO, Inc. since June 
2024. Mr. Harik has led numerous technological developments for global transportation and logistics operations, 
built comprehensive technology organizations and consulted to Fortune 100 companies. His prior positions include 
chief information officer and senior vice president of research and development with Oakleaf Waste Management; 
chief technology officer with Tallan, Inc.; co-founder of G3 Analyst, where he served as chief architect of web and 
voice applications; and solutions architect and consultant with Adea Solutions. Mr. Harik holds a master’s degree in 
engineering – information technology from Massachusetts Institute of Technology, and a degree in engineering – 
computer and communications from the American University of Beirut, Lebanon.
13

Kyle Wismans has served as XPO’s chief financial officer since August 2023, after being promoted from our senior 
vice president of revenue management and finance, a position he held from February 2023 to August 2023. 
Additionally, he served as XPO’s senior vice president, financial planning and analysis from September 2019 to 
February 2023. Mr. Wismans has played a vital role in the implementation of our LTL growth strategy, as well as 
our spin-offs of GXO and RXO. He was previously an executive with General Electric Company for over a decade, 
including most recently as head of global financial planning and analysis for Baker Hughes Oilfield Services, a GE 
company, from August 2017 to August 2019. Mr. Wismans holds a degree in business administration from the 
University of Michigan, Stephen M. Ross School of Business.
David Bates has served as XPO’s chief operating officer since April 2023. He previously served as senior vice 
president – operations at Old Dominion Freight Line, Inc. from November 2011 to April 2023. From July 2007 to 
November 2011, Mr. Bates served as a regional vice president, and from December 1995 to July 2007 as a manager, 
at Old Dominion. Prior to joining Old Dominion, Mr. Bates served in supervisory roles with Carolina Freight 
Carriers and YRC Freight. Mr. Bates received his Bachelor's degree in Business Management from Juniata College.
Wendy Cassity has served as XPO’s chief legal officer and corporate secretary since March 2023. Prior to joining 
XPO, she was chief legal officer of Nuance Communications, Inc. from September 2018 to March 2023. Nuance 
was publicly traded until it was acquired in March 2022. Prior to joining Nuance, she was general counsel of Zayo 
Group, a publicly traded communications infrastructure company, from January 2016 to August 2018, and general 
counsel of Thompson Creek Metals Company, a publicly traded natural resources company, from 2010 to January 
2016. Prior to joining Thompson Creek Metals Company, Ms. Cassity was in private practice as a corporate 
transactional attorney at McDermott Will & Emery, LLP and Cravath Swaine & Moore, LLP in their New York 
offices. Ms. Cassity holds a B.A. from the University of Arizona in English and History and received her J.D. from 
Columbia Law School.
Available Information
Our corporate website is www.xpo.com. On this website, you can access, free of charge, our Annual Report on Form 
10–K, Quarterly Reports on Form 10–Q, and Current Reports on Form 8–K, as well as specialized disclosure reports 
on Form SD, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished pursuant to 
Section 13(a) or 15(d) of the Exchange Act. Materials are available online as soon as reasonably practicable after we 
electronically file such material with, or furnish it to, the SEC. You can also access materials on our website 
regarding our corporate governance policies and practices, including our Corporate Governance Guidelines, Code of 
Business Ethics and the charters relating to the committees of our Board of Directors. You may request a printed 
copy of these materials without charge by writing to: Investor Relations, XPO, Inc., Five American Lane, 
Greenwich, Connecticut 06831. Information filed electronically with, or furnished to, the SEC is also available at 
www.sec.gov. References to these websites do not constitute incorporation by reference of the information 
contained therein and should not be considered part of this document.
14

ITEM 1A. 
RISK FACTORS
The following are important factors that could affect our financial performance and could cause actual results for 
future periods to differ materially from our anticipated results or other expectations, including those expressed in 
any forward-looking statements made in this Annual Report or our other filings with the SEC or in oral presentations 
such as telephone conferences and webcasts open to the public. You should carefully consider the following factors 
in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in 
Item 7 and our Consolidated Financial Statements and related Notes in Item 8.
COMPANY RISK
Risks related to Our Business Model
Economic recessions and other factors that reduce freight volumes, both in North America and Europe, could 
have a material adverse impact on our business.
The transportation industry in North America and Europe historically has experienced cyclical fluctuations in 
financial results due to economic recessions, downturns in the business cycles of our customers, increases in the 
prices charged by third-party carriers, interest rate fluctuations, changes in international trade policies and other U.S. 
and global economic factors beyond our control. Our business levels are directly tied to the purchase and production 
of goods and the rate of growth of global trade — key macroeconomic measurements influenced by, among other 
things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs and 
unemployment levels, fuel and energy prices, pandemics and other public health crises, inventory levels, buying 
patterns and disposable income, debt levels, and credit availability. When individuals and companies purchase and 
produce fewer goods, we transport fewer goods, and as companies move manufacturing closer to consumer markets 
and expand the number of distribution centers, we transport goods shorter distances, which adversely affects our 
yields and profitability. During economic downturns, a reduction in overall demand for transportation services will 
likely reduce demand for our services and exert downward pressures on our rates and margins. In addition, in 
periods of strong economic growth, overall demand may exceed the available supply of transportation resources, 
resulting in increased network congestion and operating inefficiencies. Additional changes in international trade 
policies could significantly reduce the volume of goods transported globally and adversely affect our business and 
results of operations. These factors subject our business to various risks that may have a material impact on our 
operating results and future prospects. These risks may include the following:
•
A reduction in overall freight volume reduces our opportunities for growth. In addition, if a downturn in 
our customers’ business causes a reduction in the volume of freight shipped by those customers, our 
operating results could be adversely affected;
•
Some of our customers may experience financial distress, file for bankruptcy protection, go out of business, 
or suffer disruptions in their business and may be unable to pay us. In addition, some customers may not 
pay us as quickly as they have in the past, causing our working capital needs to increase;
•
A significant number of our transportation providers may go out of business and we may be unable to 
secure sufficient equipment capacity or services to meet our commitments to our customers; 
•
A pandemic or other public health epidemic poses the risk that we or our employees, customers, suppliers, 
manufacturers and other commercial partners may be prevented from conducting business activities for an 
indefinite period of time, including due to the spread of the disease or shutdowns requested or mandated by 
governmental authorities;
•
We may not be able to appropriately adjust our expenses to rapid changes in market demand. In order to 
maintain high variability in our business model, it is necessary to adjust staffing levels when market 
demand changes. In periods of rapid change, it is more difficult to match our staffing levels to our business 
needs. In addition, we have other expenses that are primarily variable but are fixed for a period of time, as 
well as certain significant fixed expenses; we may be unable to adequately adjust these expenses to match a 
rapid change in demand;
15

•
The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that 
have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the U.S. To 
date, several governments, including the European Union (“EU”), have imposed tariffs on certain goods 
imported from the U.S. These actions may contribute to weakness in the global economy that could 
adversely affect our results of operations. Any further changes in U.S. or international trade policy could 
trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased 
costs for goods transported globally, which may reduce customer demand for these products if the parties 
having to pay those tariffs increase their prices, or in trading partners limiting their trade with countries that 
impose anti-trade measures. Such conditions could have an adverse effect on our business, results of 
operations and financial condition, as well as on the price of our common stock; and
•
Governmental authorities have implemented and are continuing to implement various anti-terrorism 
measures, including checkpoints and travel restrictions on trucks. If such measures or new anti-terrorism 
measures disrupt or impede our operations, we may fail to timely deliver products to our customers or incur 
increased expenses to do so. Such measures could have an adverse effect on our business, results of 
operations and financial condition, as well as on the price of our common stock. 
Risks related to Our Strategy and Operations
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. 
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.
Our profitability may be materially adversely impacted if our investments in equipment and service centers do not 
match customer demand for these resources or if there is a decline in the availability of funding sources for these 
investments.
Our LTL and full truckload operations require significant investments in equipment and freight service centers. The 
amount and timing of our capital investments depend on various factors, including anticipated freight volume levels 
and the price and availability of appropriate property for service centers and newly manufactured tractors. If our 
anticipated requirements for service centers or fleet differ materially from actual usage, our capital-intensive 
operations, specifically LTL and full truckload, may have more or less capacity than is optimal.
Our investments in equipment and service centers depend on our ability to generate cash flow from operations and 
our access to credit, debt and equity capital markets. A decline in the availability of these funding sources could 
adversely affect our financial condition and results of operations.
Failure to successfully implement our cost and revenue initiatives could cause our future financial results to 
suffer.
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.
16

Our past acquisitions, as well as any acquisitions that we may complete in the future, may be unsuccessful or 
result in other risks or developments that adversely affect our financial condition and results.
While we intend for our acquisitions to enhance our competitiveness and profitability, we cannot be certain that our 
past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations. 
Special risks, including accounting, regulatory, compliance, information technology or human resources issues, may 
arise in connection with, or as a result of, an acquisition, including the assumption of unanticipated liabilities and 
contingencies, difficulties in integrating acquired assets or businesses, possible management distractions, or the 
inability of acquired assets or businesses to achieve the levels of revenue, profit, productivity or synergies we 
anticipate or otherwise perform as we expect on the timeline contemplated. We are unable to predict all of the risks 
that could arise as a result of our acquisitions. In December 2023, we completed our acquisition of 28 service 
centers, including the assumption of certain leases, of Yellow Corporation (the “Yellow Service Centers”). The 
ultimate success of the acquisition of the Yellow Service Centers will depend on, among other things, the ability to 
integrate the Yellow Service Centers into our LTL network in a manner that supports our North American LTL 
business and facilitates growth opportunities. It is possible that the integration process could result in the loss of 
customers, the disruption of ongoing businesses, inconsistencies in standards, controls, procedures and policies, 
unexpected integration issues and delays, potential environmental liabilities and higher than expected integration 
costs.
We may not successfully manage our growth.
We have grown rapidly and substantially over prior years, including by expanding our internal resources, making 
acquisitions and entering into new markets, and we intend to continue to focus on growth, including organic growth 
through new customer wins and increased business with existing customers, as well as additional acquisitions. We 
may experience difficulties and higher-than-expected expenses in executing this strategy as a result of unfamiliarity 
with new markets, changes in revenue and business models, entry into new geographic areas and increased pressure 
on our existing infrastructure and information technology systems from multiple customer project implementations.
Our growth may place a significant strain on our management, operational, financial and information technology 
resources. We seek to continually improve existing procedures and controls, as well as implement new transaction 
processing, operational and financial systems, and procedures and controls to expand, train and manage our 
employee base. Our working capital needs may continue to increase as our operations grow. Failure to manage our 
growth effectively, or obtain necessary working capital, could have a material adverse effect on our business, results 
of operations, cash flows and financial condition.
We may sell or otherwise divest our European business, which may have an adverse effect on our results of 
operations and cash flows, the market price of our common stock, and on our North American LTL business.
In potentially selling or otherwise divesting our European business, we may not realize the price we expect to 
receive when contemplating the divestment of the business, we may incur a loss in connection with a sale or other 
divestiture of the business, the market price of our common stock and the multiples at which our common stock 
trades may not increase following a sale or other divestiture of our European business, and/or we may incur ongoing 
transition obligations and costs that adversely impact our operations following a sale or other divestiture of our 
European business. We also would anticipate incurring material compensation, transactional and other expenses, in 
connection with entering into and/or completing a sale of our European business. Certain of these factors could have 
an adverse effect on our results of operations and cash flows, and the market price of our common stock.
A sale or other divestiture of our European business will result in us being a smaller, less diversified company with a 
more concentrated area of focus and less geographical diversification, as North American LTL would be our only 
remaining business. Following a potential sale or other divestiture of our European business, our Company likely 
would become more vulnerable to changing market conditions in the U.S., which could have a material adverse 
effect on our business, financial condition and results of operations. 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. 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. 
17

Further, a sale or other divestiture of one or more of our business units may subject us to litigation. An unfavorable 
outcome of such litigation may result in a material adverse impact on our business, financial condition, cash flows or 
results of operations. In addition, regardless of the outcome, litigation proceedings can be costly, time-consuming, 
disruptive to our operations, and distracting to management. 
There can be no assurance that a sale or other divestiture of our European business will occur, or the terms or timing 
of a potential transaction.
If we determine that our goodwill has become impaired, we may incur impairment charges, which would 
negatively impact our operating results.
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. We assess potential 
impairment of our goodwill annually, or more frequently if an event or circumstance indicates an impairment loss 
may have been incurred. Impairment may result from significant changes in the manner or use of the acquired assets, 
in connection with the sale, spin off or other divestiture of a business unit, negative industry or economic trends and/
or significant underperformance relative to historic or projected operating results. 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.”
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.
We use both internally developed and purchased technologies in conducting our business. Whether internally 
developed or purchased, it is possible that users of these technologies could be claimed to infringe upon or violate 
the intellectual property rights of third parties. In the event that a claim is made against us by a third party for the 
infringement of intellectual property rights, a settlement or adverse judgment against us could result in increased 
costs to license the technology or a legal prohibition against our use of the technology. Thus, our failure to obtain, 
maintain or enforce our intellectual property rights could have a material adverse effect on our business, financial 
condition and results of operations.
We rely on a combination of intellectual property rights, including patents, copyrights, trademarks, domain names, 
trade secrets, intellectual property licenses and other contractual rights, to protect our intellectual property and 
technology. Any of our owned or licensed intellectual property rights could be challenged, invalidated, 
circumvented, infringed or misappropriated; our trade secrets and other confidential information could be disclosed 
in an unauthorized manner to third parties; or we may fail to secure the rights to intellectual property developed by 
our employees, contractors and others. Efforts to enforce our intellectual property rights may be time-consuming and 
costly, distract management’s attention and divert our resources, and ultimately be unsuccessful. Moreover, should 
we fail to develop and properly manage future intellectual property, this could adversely affect our market positions 
and business opportunities.
Our overseas operations are subject to various operational and financial risks that could adversely affect our 
business.
The services we provide outside the U.S. are subject to risks resulting from changes in tariffs, trade restrictions, 
trade agreements, tax policies, difficulties in managing or overseeing foreign operations and external agents, 
different liability standards, issues related to compliance with data protection laws, competition laws, and 
intellectual property laws of countries that do not protect our rights relating to our intellectual property, including 
our proprietary information systems, to the same extent as do U.S. laws. The occurrence or consequences of any of 
these factors may restrict our ability to operate in the affected region or decrease the profitability of our operations in 
that region. In addition, as we expand our business in foreign countries, we will be exposed to increased risk of loss 
from foreign currency fluctuations and exchange controls. 
18

We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities 
and earnings are denominated in foreign currencies.
We present our financial statements in U.S. dollars, but we have a significant proportion of our net assets and 
income in non-U.S. dollar currencies, primarily the euro and British pound sterling. Consequently, a depreciation of 
non-U.S. dollar currencies relative to the U.S. dollar could have an adverse impact on our financial results as further 
discussed in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”
Volatility in fuel prices impacts our fuel surcharge revenue and may impact our profitability.
We are subject to risks associated with the availability and price of fuel, all of which are subject to political, 
economic and market factors that are outside of our control.
Fuel expense constitutes one of the greatest costs to our LTL carrier operations, as well as to third-party linehaul and 
transportation providers. Accordingly, we may be adversely affected by the timing and degree of fuel price 
fluctuations. As is customary in our industry, most of our customer contracts include fuel surcharge programs or 
other cost-recovery mechanisms to mitigate the effect of any fuel price increases over base amounts established in 
the contract. However, these mechanisms may not fully capture an increase in fuel price. Furthermore, market 
pressures may limit our ability to assess fuel surcharges in the future. The extent to which we are able to recover 
increases in fuel costs may be impacted by the amount of empty or out-of-route truck miles or engine idling time.
Decreases in fuel prices reduce the cost of transportation services and accordingly, will reduce our revenues and may 
reduce margins for certain lines of business. Significant changes in the price or availability of fuel in future periods, 
or significant changes in our ability to mitigate fuel price increases through the use of fuel surcharges, could have a 
material adverse impact on our operations, fleet capacity and ability to generate both revenues and profits.
Productivity of our fleet historically decreases during the winter season and extreme or unusual weather 
conditions, whether due to climate change or otherwise, can disrupt our operations, impact freight volumes, and 
increase our costs, all of which could have a material adverse effect on our business results.
Our business depends, in part, on predictable temperate weather patterns. Our productivity historically decreases 
during the winter season, as it does for the industry in general, because inclement weather impedes operations. 
Certain seasonal weather conditions and isolated weather events can disrupt our operations and further impact 
productivity. We frequently incur costs related to snow and ice removal, towing and other maintenance activities 
during winter months. 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. Any unusual or prolonged adverse weather patterns in 
our areas of operations or markets, whether due to climate change or otherwise, can temporarily impact freight 
volumes and increase our costs.
Also, concerns relating to climate change have led to a range of local, state, federal, and international regulatory and 
policy efforts to seek to address greenhouse gas (“GHG”) emissions. In the U.S., various approaches are being 
proposed or adopted at the federal, state, and local government levels. 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. 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. 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.
19

Our reputation could be harmed if we fail to satisfy evolving stakeholder expectations regarding environmental 
and social matters.
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. 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. In addition, in recent years, investor advocacy groups and 
certain institutional investors have placed increasing importance on environmental and social matters. 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
Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and 
integrate our information technology systems, including those systems of any businesses that we acquire.
We rely heavily on our information technology systems in managing our business; they are a key component of our 
customer-facing services and internal growth strategy. In general, we expect our customers to continue to demand 
more sophisticated, fully integrated technology from their transportation providers. This process of continuous 
enhancement may lead to significant ongoing software development costs, which will continue to increase if we 
pursue new acquisitions of companies and their current systems. Technology and new market entrants may also 
disrupt the way we and our competitors operate. In addition, we may fail to accurately determine the needs of our 
customers or trends in the transportation industry. Any such failures could result in decreased demand for our 
services and a corresponding decrease in our revenues.
We must ensure that our information technology systems remain competitive. If our information technology systems 
are unable to manage high volumes with reliability, accuracy and speed as we grow, or if such systems are not suited 
to manage the various services we offer, our service levels and operating efficiency could decline. In addition, if we 
fail to hire and retain qualified personnel to implement, protect and maintain our information technology systems, or 
if we fail to enhance our systems to meet our customers’ needs, our results of operations could be seriously harmed. 
This could result in a loss of customers or a decline in the volume of freight we receive from customers.
We are developing proprietary information technology. Our technology may not be successful or may not achieve 
the desired results, and we may require additional training or different personnel to successfully implement this 
technology. Our technology development process may be subject to cost overruns or delays in obtaining the 
expected results, which may result in disruptions to our operations.
A significant breach of our information security systems, networks or processes could materially adversely affect 
our business.
We process and maintain certain information that is confidential, proprietary, personal, or otherwise sensitive, 
including financial and confidential business information. Our information technology systems, devices, storage and 
applications, as well as those maintained by our third-party providers, are susceptible to damage, disruptions and 
shutdowns due to computer viruses, cyberattacks, ransomware or malware attacks, phishing, denial of service 
attacks, malicious social engineering, attacks by foreign actors, and other attempts to gain unauthorized access. Our 
systems and the systems maintained by our third-party providers have been subject to attempts to gain unauthorized 
access, breaches, and other system disruptions, and these and similar incidents could happen again. These events 
could, from time to time, cause material service outages, allow inappropriate or block legitimate access to systems or 
information, or result in other material interruptions to our business, our customers and other stakeholders could be 
impacted, and our reputation could be harmed. The techniques used to obtain unauthorized access, disable or 
degrade service or sabotage systems change frequently and the frequency and sophistication of cyber-attacks 
globally have increased over time. As a result, we may be unable to anticipate these attacks or techniques or to 
implement adequate measures to recognize, detect or prevent the occurrence of any of the events described above or 
to adequately mitigate their effects. We also may not discover the occurrence of any of the events described above 
for a significant period of time after the event occurs. These risks, as well as the number and frequency of 
20

cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between 
countries.
We operate a robust information security program that includes: access control tools; detection and response tools; 
security awareness, penetration testing, vulnerability management, and incident response programs; data encryption; 
formal risk management, including 3rd party risk management; 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. These third parties 
are subject to risks resulting from data breaches, cyberattacks, and other events or actions that could damage or 
disrupt their networks or systems, which could adversely affect our operations and have an impact on our business. 
Any failure to identify and address such defects or errors or prevent a cyber-attack could result in service 
interruptions, operational difficulties, loss of revenues or market share, liability to our customers or others, the 
diversion of corporate resources, injury to our reputation or increased service and maintenance costs. Addressing 
such issues could prove to be impossible or very costly and responding to the resulting claims or liability could 
similarly involve substantial cost, and the costs related to cybersecurity threats or disruptions may not be fully 
insured or indemnified by other means. While we have dedicated significant resources to security and privacy and to 
incident response capabilities, our response processes may not be adequate, may fail to accurately assess the severity 
of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a 
timely fashion, any of which could harm our business, reputation, results of operations and financial condition. 
A failure of our information technology infrastructure may materially adversely affect our business.
The efficient operation of our business depends on our information technology systems. We rely on our information 
technology systems to effectively manage our order entry and fulfillment, communications, labor management, sales 
and marketing, financial, legal and compliance functions, engineering and product development tasks, research and 
development data, and other business processes. We also rely on third parties and virtualized infrastructure to 
operate our information technology systems. Despite significant testing, external and internal risks, such as malware, 
insecure coding, “Acts of God,” data leakage and human error, pose a direct threat to the stability and effectiveness 
of our information technology systems and operations. The failure of our information technology systems to perform 
as we anticipate has in the past adversely affected, and could in the future adversely affect our business, including 
through service delays, delayed communications, loss and delay of sales, transaction errors, billing and invoicing 
errors, processing inefficiencies and delayed receivables collection. Any such failure could result in harm to our 
reputation and have an ongoing adverse impact on our business, results of operations and financial condition, 
including after the underlying failure has been remedied. 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.
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. Failure to comply with 
applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, 
fines, sanctions or other penalties, which could harm our business, reputation, results of operations and financial 
condition.
21

Risks related to Our Credit and Liquidity
Our indebtedness could adversely affect our financial condition.
We have outstanding indebtedness, which could: negatively affect our ability to pay principal and interest on our 
debt; increase our vulnerability to general adverse economic and industry conditions; limit our ability to fund future 
capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise 
realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our 
cash flow to payments of interest and principal or to comply with any restrictive terms of our debt; limit our 
flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; impair our 
ability to obtain additional financing or to refinance our indebtedness in the future; and place us at a competitive 
disadvantage compared to our competitors that may have proportionately less debt.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on 
commercially reasonable terms or at all, could materially and adversely affect our financial position and results of 
operations. Further, failure to comply with the covenants under our indebtedness may have a material adverse 
impact on our operations. If we fail to comply with any of the covenants under our indebtedness, and are unable to 
obtain a waiver or amendment, such failure may result in an event of default under our indebtedness. We may not 
have sufficient liquidity to repay or refinance our indebtedness if such indebtedness were accelerated upon an event 
of default.
Under the terms of our outstanding indebtedness, we may not be able to incur substantial additional indebtedness in 
the future, which could further exacerbate the risks described above.
The execution of our strategy could depend on our ability to raise capital in the future, and our inability to do so 
could prevent us from achieving our growth objectives.
We may in the future be required to raise capital through public or private financing or other arrangements in order 
to pursue our growth strategy or operate our businesses. Such financing may not be available on acceptable terms, or 
at all, and our failure to raise capital when needed could harm our business and/or our ability to execute our strategy. 
Further debt financing may involve restrictive covenants and could reduce our profitability. 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. If we cannot raise funds on acceptable terms, we may not be able to grow our business as planned or 
respond to competitive pressures.
We may be adversely affected by interest rate changes because of our floating rate credit facilities.
The Second Amended and Restated Revolving Loan Credit Agreement, as amended (the “ABL Facility”), and the 
senior secured term loan credit agreement, as amended (the “Term Loan Facility”), provide for an interest rate based 
on the Secured Overnight Offering Rate (“SOFR”) or a Base Rate, as defined in the agreements, plus an applicable 
margin. Our European trade receivables securitization program (the “Receivables Securitization Program”) provides 
for an interest rate at lenders’ cost of funds plus an applicable margin. 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. 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. A significant increase in interest rates could have an adverse effect 
on our financial position and results of operations. 
22

Risks related to Third-Party Relationships
We depend on third parties in the operation of our business.
Our European business heavily relies on subcontracting and we use a large number of temporary employees in these 
operations. As a result, we are exposed to various risks related to managing our subcontractors, such as the risk that 
they do not fulfill their assignments in a satisfactory manner or within the specified deadlines. Moreover, we cannot 
guarantee that temporary employees are as well-trained as our other employees. Specifically, we may be exposed to 
the risk that temporary employees may not perform their assignments in a satisfactory manner or may not comply 
with our safety rules in an appropriate manner, whether as a result of their lack of experience or otherwise. Such 
failures could compromise our ability to fulfill our commitments to our customers, comply with applicable 
regulations or otherwise meet our customers’ expectations. Such failures could also harm our reputation and ability 
to win new business and could lead to us being liable for contractual damages. Furthermore, in the event of a failure 
by our subcontractors or temporary employees to fulfill their assignments in a satisfactory manner, we could be 
required to perform unplanned work or additional services in line with the contracted service, without receiving any 
additional compensation. As a result, any failure to properly manage our subcontractors or temporary employees in 
Europe or elsewhere could have a material adverse impact on our revenues, earnings, financial position and outlook.
Increases in driver compensation and difficulties with attracting and retaining drivers could adversely affect our 
revenues and profitability.
Our LTL services in North America and Europe and our full truckload services in Europe are conducted primarily 
with employee drivers. 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. 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.
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.
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. Qualified individuals are in high demand, and 
we may incur significant costs to attract them, particularly at the executive level. We may face difficulty in 
attracting, retaining and compensating key talent for a number of reasons, including competitive market conditions. 
Replacing departing executives, directors or other key personnel can involve organizational disruption and 
uncertainty. 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.
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. 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.
23

Labor disputes involving our customers could affect our operations. If our customers experience plant slowdowns or 
closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively 
impacted. 
Our European business activities require a large amount of labor, which represents one of our most significant costs. 
It is essential that we maintain good relations with employees, trade unions and other staff representative 
institutions. A deteriorating economic environment may result in tensions in industrial relations, which may lead to 
industrial action within our European operations; this could have a direct impact on our business operations. 
Generally, any deterioration in industrial relations in our European operations, such as general strike activities or 
other material labor disputes, could have an adverse effect on our revenues, earnings, financial position and outlook.
Efforts by labor organizations to organize employees at certain locations in North America, if successful, may 
impact costs and efficiencies at those locations.
Since 2014, in the U.S., the International Brotherhood of Teamsters (“Teamsters”) has attempted to organize 
employees at dozens of our LTL locations, and the International Association of Machinists (“Machinists”) has 
attempted to organize a small number of mechanics at three LTL maintenance shops. The majority of our employees 
involved in these organizing efforts rejected union representation. As of December 31, 2024, our employees had 
voted against union representation in 19 of the 28 union elections held since 2014. 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. 
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.
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. Businesses 
that we acquire may also increase our exposure to litigation. 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. 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. 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. 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. Estimating the number 
and severity of claims, as well as related potential judgment or settlement amounts, is inherently difficult. This 
24

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; (ii) we 
are required to accrue or pay additional amounts because claims as they develop prove to be more severe than our 
initial assessment; or (iii) claims exceed our coverage. Accordingly, our ultimate results may differ from our 
estimates, which could result in losses over our reserved amounts. We periodically evaluate our level of insurance 
coverage and adjust insurance levels based on targeted risk tolerance and premium expense. An increase in the 
number or severity of self-insured claims or an increase in insurance premiums could have an adverse effect on us, 
while higher self-insured retention levels may increase the impact of loss occurrences on our results of operations.
In addition, the cost of providing benefits under our medical plans is dependent on a variety of factors, including 
governmental laws and regulations, healthcare cost trends, claims experience and healthcare decisions by plan 
participants. As a result, we are unable to predict how the cost of providing benefits under medical plans will affect 
our financial condition, results of operations or cash flows.
We are subject to risks associated with defined benefit plans for our current and former employees, which could 
have a material adverse effect on our earnings and financial position.
We maintain defined benefit pension plans and a postretirement medical plan. Our defined benefit pension plans 
include funded and unfunded plans in the U.S. A decline in interest rates and/or lower returns on funded plan assets 
may cause increases in the expense and funding requirements for these defined benefit pension plans and for our 
postretirement medical plan. Despite past amendments that froze our defined benefit pension plans to new 
participants and curtailed benefits, these pension plans remain subject to volatility associated with interest rates, 
inflation, returns on plan assets, other actuarial assumptions and statutory funding requirements. 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. 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.
Changes in income tax regulations for U.S. and multinational companies may increase our tax liability.
We are subject to income taxes in the United States and many foreign jurisdictions. Changes to income tax laws and 
regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly 
increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a 
material adverse effect on our financial condition, results of operations and cash flows. The U.S. Congress, the 
Organization for Economic Co-operation and Development (“OECD”), the EU and other government agencies in 
jurisdictions in which we and our affiliates do business have maintained a focus on the taxation of multinational 
companies. The OECD has recommended changes to numerous long-standing international tax principles through its 
base erosion and profit shifting (“BEPS”) project, and many jurisdictions have begun codifying those 
recommendations into law. These and other tax laws and related regulations changes, to the extent adopted, may 
increase tax uncertainty and/or our effective tax rate, result in higher compliance cost and adversely affect our 
provision for income taxes, results of operations and/or cash flows.
We are subject to governmental regulations, political conditions, and emissions-control regulations which could 
substantially increase operating expenses or negatively impact our business.
Our operations are regulated and licensed by various governmental agencies in the U.S. and in foreign countries 
where we operate. These regulatory agencies have authority and oversight of domestic and international 
transportation services and related activities, licensure, motor carrier operations, safety and security and other 
matters. We must comply with various insurance and surety bond requirements to act in the capacities for which we 
are licensed. Our subsidiaries and third-party transportation providers must also comply with applicable regulations 
and requirements of various agencies. Through our subsidiaries and operations, we hold various licenses required to 
carry out our domestic and international services. These licenses permit us to provide services as a motor carrier and 
property broker. In addition, we are subject to regulations and requirements promulgated by the DOT, EPA, 
25

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. 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.
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. 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. If zero-emission vehicles are not 
available or not commercially viable for the less-than-truckload market, we may be required to modify or curtail our 
operations in California. The transition to utilizing zero-emission vehicles could have a material adverse effect on 
our financial condition, results of operations, and cash flows or may require us to incur significant additional costs, 
any of which could negatively impact our business.
Future laws and regulations may be more stringent and may require changes to our operating practices that influence 
the demand for our services or require us to incur significant additional costs. We are unable to predict the impact 
that recently enacted and future regulations may have on our business. 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.
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.
We are a global company subject to changing laws, policies, sanctions, and other regulatory requirements in the 
U.S., the U.K. and the E.U. relating to trade compliance and anti-corruption. Economic sanctions and other trade 
compliance restrictions in the U.S., the U.K., the E.U., and other countries may prohibit us from engaging in 
business activities with restricted entities or sanctioned countries. The U.S. and other export controls may restrict us 
from exporting specific products or arranging transportation or other services to or for the benefit of certain entities 
in specified countries. Global developments such as the ongoing conflict in Ukraine may result in new and evolving 
sanctions and trade restrictions. Non-compliance with trade compliance laws, policies, sanctions, and other 
regulatory requirements could result in reputational harm, operational delays, monetary fines and penalties, loss of 
revenues, increased costs, loss of export privileges, and criminal sanctions.
The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, Sapin II and other anti-corruption laws and 
regulations prohibit corrupt payments by our employees, vendors, or agents. While we have implemented policies, 
training, and internal controls designed to reduce the risk of corrupt payments, our employees, vendors, or agents 
may violate our policies and controls. 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.
26

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.
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. 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.
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. federal income tax purposes, XPO and XPO stockholders could be subject to 
significant tax liabilities. In addition, if certain internal restructuring transactions were to fail to qualify as 
transactions that are generally tax-free for U.S. federal or non-U.S. income tax purposes, we could be subject to 
significant tax liabilities. 
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. 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. 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.
Notwithstanding receipt of the opinion of counsel, there can be no assurance that the U.S. 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. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to 
prevail with such challenge, XPO and XPO stockholders could be subject to significant U.S. federal income tax 
liability.
INDUSTRY RISK
Risks related to Our Markets and Competition
We operate in a highly competitive industry and, if we are unable to adequately address factors that may 
adversely affect our revenue and costs, our business could suffer.
Competition in the transportation services industry is intense. Increased competition may lead to a reduction in 
revenues, reduced profit margins, or a loss of market share, any one of which could harm our business. There are 
many factors that could impair our profitability, including the following: (i) competition from other transportation 
services companies, some of which offer different services or have a broader coverage network, more fully 
developed information technology systems and greater capital resources than we do; (ii) a reduction in the rates 
charged by our competitors to gain business, especially during times of declining economic growth, which may limit 
our ability to maintain or increase our rates, maintain our operating margins or achieve significant growth in our 
business; (iii) shippers soliciting bids from multiple transportation providers for their shipping needs, which may 
result in the depression of freight rates or loss of business to competitors; (iv) the establishment by our competitors 
of cooperative relationships to increase their ability to address shipper needs; (v) decisions by our current or 
prospective customers to develop or expand internal capabilities for some of the services we provide; and (vi) the 
development of new technologies or business models that could result in our disintermediation in certain services we 
provide.
ITEM 1B. 
UNRESOLVED STAFF COMMENTS
None.
27

ITEM 1C.
CYBERSECURITY
XPO employs a robust system of information technology and information security controls and measures to assess, 
identify, and manage risks from cybersecurity threats which we consider to be critically important to maintaining 
our business and ensuring our business continuity. Our information security program is overseen by our Chief 
Information Officer (“CIO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, 
standards, architecture, threat prevention, threat detection, and incident response processes. Our CIO has over 15 
years of information technology and information security experience and he and his team have experience in 
cybersecurity and risk management, including assessing, designing, building and operating security platforms, 
identity and access, data protection, product and software security, cyber engineering, cyber defense, automation and 
compliance initiatives. The information security team provides periodic reports to our CIO, Board of Directors, as 
well as our Chief Executive Officer and other members of our senior management as appropriate. Our CIO meets 
regularly with his team as well as other key personnel to share information about potential cybersecurity events and 
monitor, prevent, and detect potential cybersecurity incidents and develop reports for our senior management. These 
reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information 
security systems, assessments of the information security program, including the results of security breach 
simulations, and the emerging threat landscape. Our Board of Directors will be informed of all material 
cybersecurity incidents and our information security program includes procedures for calling a special session of the 
Board of Directors in the event of a high or critical-risk cybersecurity incident. The Board of Directors also 
discusses relevant incidents in the industry and the evolving threat landscape.
As part of our information security program, our CIO and his team integrate our information security measures into 
our overall risk management processes to identify, evaluate, and quantify risks based on internal and external 
available information and classify the severity of potential cybersecurity incidents. XPO employs technical measures 
to protect against cybersecurity attacks that align with functions identified in the National Institute of Standards and 
Technology (“NIST”) Cybersecurity Framework. The information security team continuously reviews our 
information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and 
unusual traffic on our systems. The information security leadership team meets regularly to ensure our processes to 
identify, assess, and manage cybersecurity threats, including those posed by third-party service providers who 
provide services to our business, are effective and current. Our information security team also reviews relevant 
legislative and regulatory developments and conducts regular and tailored information security training for our 
global workforce, in various formats.
In the event of a cybersecurity incident, our incident response team, composed of members of our information 
security team as well as other key personnel, identifies, evaluates, and quantifies the relevant risks based on the 
available information and classifies the severity of the cybersecurity incident based on the level of risk to the 
Company. Our incident response measures include procedures to provide incident updates and developments to our 
senior management and the Board of Directors in the event of an ongoing cybersecurity incident. We also maintain 
an information security risk insurance policy. We conduct internal exercises to prepare our leadership and cross-
functional teams to respond in the event of a cybersecurity incident and to help us test and consider revisions to our 
incident response procedures. We also actively engage with key consultants, industry participants, and intelligence 
and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our 
information security program. Our program is regularly evaluated by internal and external experts, with the results 
of those reviews reported to senior management and the Board of Directors. To date, we have not experienced any 
cybersecurity threats or incidents which have materially affected or are reasonably likely to materially affect the 
Company.
While we have dedicated significant resources to identifying, assessing, and managing material risks from 
cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may 
not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of 
which could harm our business, reputation, results of operations and financial condition. For an additional discussion 
of certain risks associated with cybersecurity see Item 1A, “Risk Factors” above.
28

ITEM 2. 
PROPERTIES
As of December 31, 2024, we had approximately 614 locations, primarily in North America and Europe. These 
facilities are located in all 48 contiguous U.S. states, as well as globally. 
Segment
Leased Facilities
Owned Facilities
Customer 
Facilities (1)
Total
North American LTL
 
225  
144  
—  
369 
European Transportation
 
218  
17  
4  
239 
Corporate
 
6  
—  
—  
6 
Total
 
449  
161  
4  
614 
(1) Includes locations owned or leased by customers.
We lease our current executive office located in Greenwich, Connecticut, as well as various office facilities in the 
U.S., France, the U.K. and India to support our global executive and shared-services functions. We believe that our 
facilities are sufficient for our current needs.
ITEM 3. 
LEGAL PROCEEDINGS 
Information with respect to certain legal proceedings is included in Note 18—Commitments and Contingencies to 
our Consolidated Financial Statements (included in Part II, Item 8 of this Annual Report) and is incorporated herein 
by reference. For an additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk 
Factors” above.
ITEM 4. 
MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. 
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol XPO.
As of January 31, 2025, there were approximately 57 registered holders of our common stock. We have never paid, 
and have no immediate plans to pay, cash dividends on our common stock. 
Stock Performance Graph
The graph below compares the cumulative five-year total return of holders of our common stock with the cumulative 
performance of the S&P Transportation Select Industry index and the S&P 400 MidCap index, of which we are a 
component. The graph assumes that the value of the investment in our common stock and each index was $100 on 
December 31, 2019 and that all dividends and other distributions, including the effect of Spin-offs, were reinvested. 
The comparisons in the graph below are based on historical data and not indicative of, or intended to forecast, future 
performance of our common stock.
29

XPO, Inc.
S&P Transportation Select Industry
S&P 400 MidCap
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$100
$150
$200
$250
$300
$350
$400
$450
$500
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
XPO, Inc.
$ 100.00 $ 149.56 $ 170.14 $ 116.05 $ 305.34 $ 457.19 
S&P Transportation Select Industry
$ 100.00 $ 112.07 $ 150.64 $ 108.44 $ 136.32 $ 143.20 
S&P 400 MidCap
$ 100.00 $ 113.66 $ 141.80 $ 123.28 $ 143.54 $ 163.54 
Unregistered Sales of Equity Securities and Use of Proceeds 
None.
ITEM 6. 
[RESERVED]
30

ITEM 7. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
Overview
XPO is a leading provider of freight transportation services, with company-specific avenues for value creation. We 
use our proprietary technology to move goods efficiently through our customers’ supply chains in North America 
and Europe.
Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component 
of our business, and European Transportation. Our North American LTL segment includes the results of our trailer 
manufacturing operation.
Within the tables presented, certain amounts may not add due to the use of rounded numbers. Unless otherwise 
indicated, percentages presented are calculated from the underlying numbers in millions.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of our financial condition and 
results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Strategic Developments
XPO has operated solely as an asset-based LTL service provider in North America since November 2022, when we 
completed the spin-off of RXO, Inc. (“RXO”). This followed the completion of two additional components of our 
strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the sale of our North American 
intermodal operation in March 2022.
In December 2023, we completed the Yellow Asset Acquisition, purchasing 26 LTL service centers and assuming 
existing leases for two additional locations.
The previously announced authorization by our Board of Directors to divest our European business remains in 
effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.
The historical results of operations and financial positions of RXO and our intermodal operation are presented as 
discontinued operations during the periods presented and, as such, have been excluded from both continuing 
operations and segment results. We completed the sale of our intermodal operation for cash proceeds of 
approximately $705 million, net of cash disposed. The pre-tax gain on the sale was $430 million, net of transaction 
costs and working capital adjustments, and was included in Income from discontinued operations, net of taxes, for 
the year ended December 31, 2022.
Impacts of Notable External Conditions
As a leading provider of freight transportation services, our business can be impacted to varying degrees by factors 
beyond our control. The overall freight environment continues to be recessionary, due to a mix of macroeconomic 
pressures on supply and demand. Importantly, we see growth potential ahead in our major markets, and we intend to 
continue expanding the business by investing in capacity for the long-term, gaining profitable market share, and 
aligning price with the value we provide. 
Examples of macroeconomic factors that can affect our results are volatility in interest rates and economic inflation, 
which may have a negative impact on certain of our operating costs, such as salaries, wages and employee benefits, 
fuel, purchased transportation and insurance. We mitigate these impacts with mechanisms in our customer contracts, 
including fuel surcharge clauses and general rate increases. 
Examples of supply chain constraints that may affect our results include potentially higher tariffs on goods produced 
outside the United States, and the increasing reluctance of shippers to route goods through areas with regional 
conflict. Regarding the war between Russia and Ukraine and the unrest in the Middle East, we have no direct 
exposure to these geographies. 
31

We cannot predict how future macroeconomic conditions, supply chain constraints or global conflicts, if any, may 
adversely affect our results of operations.
Consolidated Summary Financial Results
Years Ended December 31,
Percent of Revenue
(Dollars in millions)
2024
2023
2024
2023
Revenue
$ 
8,072 $ 
7,744 
Salaries, wages and employee benefits
 
3,377  
3,159 
 41.8 %
 40.8 %
Purchased transportation
 
1,701  
1,760 
 21.1 %
 22.7 %
Fuel, operating expenses and supplies
 
1,589  
1,623 
 19.7 %
 21.0 %
Operating taxes and licenses
 
80  
60 
 1.0 %
 0.8 %
Insurance and claims
 
134  
167 
 1.7 %
 2.2 %
Gains on sales of property and equipment
 
(40)  
(5) 
 (0.5) %
 (0.1) %
Depreciation and amortization expense
 
490  
432 
 6.1 %
 5.6 %
Goodwill impairment
 
—  
— 
 — %
 — %
Litigation matter
 
—  
8 
 — %
 0.1 %
Transaction and integration costs
 
53  
58 
 0.7 %
 0.7 %
Restructuring costs
 
27  
44 
 0.3 %
 0.6 %
Operating income
 
660  
438 
 8.2 %
 5.7 %
Other income
 
(37)  
(15) 
 (0.5) %
 (0.2) %
Debt extinguishment loss
 
—  
25 
 — %
 0.3 %
Interest expense
 
223  
168 
 2.8 %
 2.2 %
Income from continuing operations before income tax 
provision
 
473  
260 
 5.9 %
 3.4 %
Income tax provision
 
86  
68 
 1.1 %
 0.9 %
Income from continuing operations
 
387  
192 
 4.8 %
 2.5 %
Income (loss) from discontinued operations, net of taxes
 
—  
(3) 
 — %
 — %
Net income
$ 
387 $ 
189 
 4.8 %
 2.4 %
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
Our consolidated revenue for 2024 increased by 4.2% to $8.1 billion, compared with 2023. The increase reflects 
growth in both of our reportable segments, partially offset by a decline in fuel surcharge revenue in our North 
American LTL segment. Foreign currency movement increased revenue by approximately 0.5 percentage points in 
2024.
Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, 
wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, 
operations and facility workers and employees in support roles and other positions. Salaries, wages and employee 
benefits in 2024 was $3.4 billion, or 41.8% of revenue, compared with $3.2 billion, or 40.8% of revenue, in 2023. 
The year-over-year increase as a percentage of revenue primarily reflects the impact of inflation on our cost base and 
the insourcing of a greater proportion of linehaul from third-party transportation providers.
Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation in 
2024 was $1.7 billion, or 21.1% of revenue, compared with $1.8 billion, or 22.7% of revenue, in 2023. The year-
over-year decrease as a percentage of revenue primarily reflects the insourcing of a greater proportion of linehaul 
from third-party transportation providers and, to a lesser extent, lower rates paid to third-party providers for 
purchased transportation miles in our North American LTL segment, partially offset by higher purchased 
transportation in our European Transportation segment. 
32

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related 
taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our 
owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and 
supplies expense. Fuel, operating expenses and supplies was $1.59 billion in 2024, or 19.7% of revenue, compared 
with $1.62 billion, or 21.0% of revenue, in 2023. The year-over-year decrease as a percentage of revenue primarily 
reflects lower fuel costs due to lower diesel prices.
Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well 
as license expenses to operate our vehicles. Operating taxes and licenses in 2024 was $80 million, compared with 
$60 million in 2023. The year-over-year increase primarily reflects property taxes on service centers acquired in the 
Yellow Asset Acquisition.
Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-
insurance programs. Insurance and claims in 2024 was $134 million, compared with $167 million in 2023. The year-
over-year decrease reflects lower expense due to improved damage frequency, partially offset by higher vehicular 
insurance costs.
Gains on sales of property and equipment in 2024 was $40 million, compared with $5 million in 2023. The year-
over-year increase primarily reflects $34 million in gains on real estate transactions in our North American LTL 
segment in 2024 from a planned service center relocation with no comparable gains in 2023.
Depreciation and amortization expense in 2024 was $490 million, compared with $432 million in 2023. The year-
over-year increase reflects the impact of capital investments, in particular tractors and trailers, as well as service 
centers acquired in the Yellow Asset Acquisition. 
Litigation matter was $8 million in 2023, with no comparable expense in 2024. See Note 18—Commitments and 
Contingencies to our Consolidated Financial Statements for further information.
Transaction and integration costs in 2024 were $53 million, compared with $58 million in 2023. Transaction and 
integration costs for 2024 and 2023 are primarily comprised of stock-based compensation for certain employees 
related to strategic initiatives, as well as retention awards for certain employees related to strategic initiatives in 
2023. Stock-based compensation costs related to our previously announced strategic initiatives concluded in the 
fourth quarter of 2024.
Restructuring costs in 2024 were $27 million, compared with $44 million in 2023. We engage in restructuring 
actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in connection 
with spin-offs and divestment activities. For more information, see Note 6—Restructuring Charges to our 
Consolidated Financial Statements. 
Other income primarily consists of pension income for both 2024 and 2023, while 2024 also includes investment 
income. Other income for 2024 was $37 million, compared with $15 million in 2023. The year-over-year increase 
reflects $13 million of investment income in 2024 in Corporate on a past investment in a private company that was 
sold during the year, compared with no investment income in 2023, as well as an increase in net periodic pension 
income in 2024.
Debt extinguishment loss was $0 million in 2024, compared with $25 million in 2023. The debt extinguishment loss 
in 2023 related to the refinancing of our Existing Term Loan Facility (as defined below) and the redemption of our 
outstanding 6.25% senior notes due 2025 (“Senior Notes due 2025”).
Interest expense for 2024 increased 32.7% to $223 million, from $168 million in 2023. The increase is primarily due 
to the debt issuance in the fourth quarter of 2023 to finance the Yellow Asset Acquisition. We anticipate interest 
expense to be between $220 million and $230 million in 2025. 
Our consolidated income from continuing operations before income taxes in 2024 was $473 million, compared with 
$260 million in 2023. The increase was primarily driven by higher operating income partially offset by higher 
interest expense. With respect to our U.S. operations, income from continuing operations before income taxes was 
33

income of $486 million in 2024, compared with income of $286 million in 2023. The increase was primarily due to 
higher revenue, lower purchased transportation and higher gains on real estate transactions, partially offset by higher 
salaries, wages and employee benefits, depreciation and amortization and interest expense. With respect to our non-
U.S. operations, loss from continuing operations before income taxes was $13 million in 2024, compared with a loss 
of $26 million in 2023. The decrease in the loss is primarily due to higher revenue, partially offset by higher 
purchased transportation and salaries, wages and employee benefits in 2024.
Our effective income tax rates were 18.1% and 26.0% in 2024 and 2023, respectively. The decrease in our effective 
income tax rate for 2024 compared to 2023 was primarily driven by a one-time tax benefit of $41 million associated 
with the legal entity reorganization in our European Transportation business and a reduced impact from non-
deductible executive compensation expense as a result of higher pre-tax income in 2024 compared to 2023, partially 
offset by the impact of losses for which no tax benefit can be recognized. For 2024, our effective tax rate was 
impacted by $49 million of discrete tax benefits, the largest of which was a $41 million benefit from the legal entity 
reorganization in our European Transportation business, offset by $16 million from non-deductible compensation 
and $9 million from losses for which no tax benefit can be recognized. For 2023, our effective tax rate was impacted 
by $15 million from non-deductible compensation partially offset by $9 million of discrete tax benefits, the largest 
of which was a $4 million benefit from changes in reserves for uncertain tax positions.
We expect the legal entity reorganization in our European Transportation business to generate a net cash refund of 
approximately $45 million, to be received primarily in 2025.
Segment Financial Results
Our CODM regularly reviews financial information at the operating segment level to allocate resources to the 
segments and to assess their performance. For our North American LTL and European Transportation segments, our 
CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and 
amortization (“adjusted EBITDA”), which we define as income from continuing operations before debt 
extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, goodwill 
impairment charges, litigation matters, transaction and integration costs, restructuring costs and other adjustments. 
Segment adjusted EBITDA includes an allocation of corporate costs. See Note 4—Segment Reporting and 
Geographic Information for further information and a reconciliation of adjusted EBITDA to Income from continuing 
operations. 
34

North American Less-Than-Truckload Segment
Years Ended December 31,
Percent of Revenue
(Dollars in millions)
2024
2023
2024
2023
Revenue
$ 
4,899 $ 
4,671 
Adjusted EBITDA (1)
 
1,115  
864 
 22.8 %
 18.5 %
Depreciation and amortization expense
 
346  
291 
 7.1 %
 6.2 %
(1) 
Percent of Revenue is calculated using the underlying unrounded amounts.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
Revenue in our North American LTL segment increased 4.9% to $4.9 billion in 2024, compared with $4.7 billion in 
2023. Revenue included fuel surcharge revenue of $785 million and $857 million, respectively, for the years ended 
December 31, 2024 and 2023. The decrease in fuel surcharge revenue was primarily driven by lower diesel prices.
We evaluate the revenue performance of our LTL business using several commonly used metrics, including volume 
(weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends. We measure yield 
using gross revenue per hundredweight, excluding fuel surcharges. Impacts on yield can include weight per 
shipment and length of haul, among other factors, while impacts on volume can include shipments per day and 
weight per shipment. The following table summarizes our key revenue metrics: 
Years Ended December 31,
2024
2023
Change %
Pounds per day (thousands)
 
69,606  
70,196 
 (0.8) %
Shipments per day
 
51,508  
51,322 
 0.4 %
Average weight per shipment (in pounds)
 
1,351  
1,368 
 (1.2) %
Gross revenue per hundredweight, excluding fuel surcharges 
$ 
23.94 $ 
22.21 
 7.8 %
Percentages presented are calculated using the underlying unrounded amounts.
The year-over-year increase in revenue for 2024, excluding fuel surcharge revenue, reflects higher yield, primarily 
related to our improvements in service quality and the benefit of numerous pricing initiatives, partially offset by 
slightly lower volume. The decrease in volume per day reflects lower average weight per shipment partially offset 
by higher shipments per day.
In the month of January 2025, weight per day decreased 8.5%, as compared with January 2024, attributable to a 
year-over-year decrease of 6.0% in shipments per day and a decrease of 2.7% in weight per shipment.
Adjusted EBITDA was $1,115 million in 2024, compared with $864 million in 2023. Adjusted EBITDA included 
gains from real estate transactions of $34 million for the year ended December 31, 2024 with no comparable gains in 
2023. Excluding these gains, the increase in adjusted EBITDA reflected higher revenue, excluding fuel surcharge 
revenue, driven by the pricing and volume dynamics explained above, and lower purchased transportation, damage 
claims, fuel costs, maintenance costs, and bad debt expense. These items were partially offset by lower fuel 
surcharge revenue and higher salaries, wages and employee benefits and vehicular insurance costs.
Depreciation and amortization expense increased to $346 million in 2024 compared with $291 million in 2023 due 
to the impact of capital investments, in particular tractors and trailers, as well as service centers acquired in the 
Yellow Asset Acquisition.
35

European Transportation Segment 
Years Ended December 31,
Percent of Revenue
(Dollars in millions)
2024
2023
2024
2023
Revenue
$ 
3,173 $ 
3,073 
Adjusted EBITDA (1)
 
158  
163 
 5.0 %
 5.3 %
Depreciation and amortization expense
 
140  
136 
 4.4 %
 4.4 %
(1) 
Percent of Revenue is calculated using the underlying unrounded amounts.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
Revenue in our European Transportation segment increased 3.3% to $3.2 billion in 2024, compared with $3.1 billion
in 2023. Foreign currency movement increased revenue by approximately 1.3 percentage points in 2024. The 
increase in revenue compared to 2023, after taking into effect the impact of foreign currency movement, primarily 
reflects higher yield.
Adjusted EBITDA was $158 million in 2024, compared with $163 million in 2023. The decrease in adjusted 
EBITDA was primarily driven by higher purchased transportation, salaries, wages and employee benefits and lease 
and facility costs. These items were partially offset by the increase in revenue after taking into effect the impact of 
foreign currency movement, described above, and lower fuel costs and insurance and claims.
Depreciation and amortization expense increased to $140 million in 2024 compared with $136 million in 2023 
primarily due to the impact of capital investments.
Liquidity and Capital Resources
Our cash and cash equivalents balance was $246 million as of December 31, 2024, compared to $412 million as of 
December 31, 2023. Our principal existing sources of cash are (i) cash generated from operations; (ii) borrowings 
available under our Second Amended and Restated Revolving Loan Credit Agreement, as amended (the “ABL 
Facility”); and (iii) proceeds from the issuance of other debt. As of December 31, 2024, we have $511 million
available to draw under our ABL Facility, based on a borrowing base of $512 million and outstanding letters of 
credit of less than $1 million. Commitments under our ABL Facility are $600 million and the maturity date is April 
30, 2026. Additionally, under a credit agreement, we have a $200 million uncommitted secured evergreen letter of 
credit facility, under which we have issued $137 million in aggregate face amount of letters of credit as of December 
31, 2024.
As of December 31, 2024, we had approximately $757 million of total liquidity. We continually evaluate our 
liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our 
existing liquidity and sources of capital are sufficient to support our operations over the next 12 months. 
Trade Receivables Securitization and Factoring Programs
We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under 
factoring agreements. We also sell trade accounts receivable under a securitization program for our European 
transportation business. We use trade receivables securitization and factoring programs to help manage our cash 
flows and offset the impact of extended payment terms for some of our customers. For more information, see Note 2 
—Basis of Presentation and Significant Accounting Policies to our Consolidated Financial Statements.
The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of 
any unsecured borrowings, is €200 million (approximately $207 million as of December 31, 2024). As of 
December 31, 2024, the maximum amount available under the program was utilized. Under the securitization 
program, we service the receivables we sell on behalf of the purchasers. The program expires in July 2026.
36

Information related to the trade receivables sold was as follows:
Years Ended December 31,
(In millions)
2024
2023
Securitization programs
Receivables sold in period
$ 
1,762 $ 
1,815 
Cash consideration
 
1,762  
1,815 
Factoring programs
Receivables sold in period
 
79  
103 
Cash consideration
 
78  
103 
Term Loan Facility
In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $1.6 billion, which 
was subsequently amended to increase the principal balance to $2.0 billion and to extend the maturity date to 
February 2025 (the “Existing Term Loan Facility”).
In May 2023, we amended the Term Loan Credit Agreement to obtain $700 million of new term loans (the “New 
Term Loan Facility”) having substantially similar terms as the Existing Term Loan Facility, except with respect to 
maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and 
certain other provisions. The New Term Loan Facility was issued at 99.5% of the face amount and will mature on 
May 24, 2028.
In the same period, we used net proceeds from the New Term Loan Facility, the Senior Secured Notes due 2028 and 
the Senior Notes due 2031, as described below, together with cash on hand, to repay $2.0 billion of outstanding 
principal under the Existing Term Loan Facility, which was scheduled to mature in 2025, and to pay related fees, 
expenses and accrued interest. We recorded a debt extinguishment loss of $23 million in 2023 due to this repayment.
In December 2023, we entered into an incremental amendment to the Term Loan Credit Agreement to obtain $400 
million of incremental term loans (the “Incremental Term Loans”). The Incremental Term Loans were issued under 
the Term Loan Credit Agreement, having substantially similar terms as the New Term Loan Facility, except with 
respect to maturity date, issue price, prepayment premiums in connection with certain voluntary prepayments and 
certain other provisions. The Incremental Term Loans were issued at par and will mature on February 1, 2031.
Both the New Term Loan Facility and Incremental Term Loans bear interest at a rate per annum equal to, at our 
option, either (a) a Term SOFR rate (subject to a 0.00% floor) or (b) a base rate (subject to a 0.00% floor), in each 
case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. 
The weighted average interest rate of our term loans was approximately 6.53% as of December 31, 2024.
Senior Notes
In December 2023, we completed the private placement of $585 million aggregate principal amount of senior notes 
due 2032 (the “Senior Notes due 2032”), which mature on February 1, 2032 and bear interest at a rate of 7.125% per 
annum. Interest is payable semi-annually in cash in arrears, and commenced August 1, 2024. These notes were 
issued at par.
In the same period, we used net proceeds from the Incremental Term Loans and the Senior Notes due 2032, together 
with cash on hand, to finance the Yellow Asset Acquisition, to repay in full the $112 million aggregate principal 
amount outstanding of our Senior Notes due 2025, and to pay related fees, expenses and accrued interest. The 
redemption price for the Senior Notes due 2025 was 101.563% of the principal amount plus accrued and unpaid 
interest. We recorded a debt extinguishment loss of $2 million due to this redemption.
37

In May 2023, we completed private placements of $830 million aggregate principal amount of senior secured notes 
due 2028 (the “Senior Secured Notes due 2028”) and $450 million aggregate principal amount of senior notes due 
2031 (the “Senior Notes due 2031”). The Senior Secured Notes due 2028 mature on June 1, 2028 and bear interest at 
a rate of 6.25% per annum. The Senior Notes due 2031 mature on June 1, 2031 and bear interest at a rate of 7.125% 
per annum. Interest is payable semi-annually in cash in arrears and commenced December 1, 2023. These notes were 
issued at par and were used to repay our Existing Term Loan Facility as described above.
In November 2022, we repurchased $408 million of the then $520 million outstanding Senior Notes due 2025 in a 
cash tender offer. Holders of the Senior Notes due 2025 received total consideration of $1,022.50 per $1,000.00 
principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest. We paid for the 
tender using cash received from RXO in connection with its spin-off. We recorded a debt extinguishment loss of $13 
million due to this repurchase in the fourth quarter of 2022.
In April 2022, we redeemed $630 million of the then $1.15 billion outstanding principal amount of the Senior Notes 
due 2025. The redemption price for the notes was 100% of the principal amount plus a premium, as defined in the 
indenture, of approximately $21 million and accrued and unpaid interest. We paid for the redemption using available 
liquidity. We recorded a debt extinguishment loss of $26 million due to this redemption in 2022.
Share Repurchases
In February 2019, our Board of Directors authorized repurchases of up to $1.5 billion of our common stock. Our 
share repurchase authorization permits us to purchase shares in both the open market and in private transactions, 
with the timing and number of shares dependent on a variety of factors, including price, general business conditions, 
market conditions, alternative investment opportunities and funding considerations. We are not obligated to 
repurchase any specific number of shares and may suspend or discontinue the program at any time.
There were no share repurchases in 2024, 2023 or 2022. Our remaining share repurchase authorization as of 
December 31, 2024 is $503 million. 
Loan Covenants and Compliance
As of December 31, 2024, we were in compliance with the covenants and other provisions of our debt agreements. 
Any failure to comply with any material provision or covenant of these agreements could have a material adverse 
effect on our liquidity and operations.
Sources and Uses of Cash
Our cash flows from operating, investing and financing activities from continuing operations, as reflected on our 
Consolidated Statements of Cash Flows, are summarized as follows: 
Years Ended December 31,
(In millions)
2024
2023
Net cash provided by operating activities from continuing operations
$ 
808 $ 
694 
Net cash used in investing activities from continuing operations
 
(702)  
(1,502) 
Net cash provided by (used in) financing activities from continuing operations
 
(226)  
761 
During 2024, we: (i) generated cash from operating activities from continuing operations of $808 million and (ii) 
generated proceeds from sales of property and equipment of $75 million. We used cash during this period primarily 
to: (i) purchase property and equipment of $789 million; (ii) make payments of $129 million related to tax 
withholding obligations in connection with the vesting of restricted shares and (iii) make payments on debt and 
finance leases of $82 million.
38

During 2023, we: (i) generated cash from operating activities from continuing operations of $694 million and (ii) 
received net proceeds of $3.0 billion from the issuance of debt. We used cash during this period primarily to: (i) 
purchase property and equipment of $1.5 billion; (ii) repay our Existing Term Loan Facility for $2.0 billion and (iii) 
redeem our Senior Notes due 2025 for $114 million.
Cash flows from operating activities from continuing operations for 2024 increased by $114 million compared with 
2023. The increase in 2024 compared with 2023 reflects: (i) higher income from continuing operations of $195 
million and (ii) higher non-cash depreciation and amortization of $58 million, that is added back in the 
determination of operating cash flows. These items were partially offset by: (i) the impact of operating assets and 
liabilities utilizing $194 million of cash in 2024, compared with utilizing $99 million in 2023 and (ii) higher gains 
on sales of property and equipment of $35 million in 2024 compared with 2023, that is subtracted in the 
determination of operating cash flows.
As of December 31, 2024, we had $893 million of operating lease and related interest payment obligations, of which 
$160 million is due within the next twelve months. Additionally, we had operating leases that have not yet 
commenced with future undiscounted lease payments of $45 million. These operating leases will commence in 2025
with initial lease terms of 3 years to 12 years. For further information on our operating leases and their maturities, 
see Note 8—Leases to our Consolidated Financial Statements. As of December 31, 2024, we have approximately 
$79 million of purchase commitments, of which approximately $40 million is due within the next twelve months.
Investing activities from continuing operations used $702 million of cash in 2024 compared with $1,502 million
used in 2023. During 2024, we used $789 million of cash to purchase property and equipment and received $75 
million from sales of property and equipment, including $47 million related to the sale of a service center in our 
North American LTL segment in December 2024 from a planned service center relocation. In January 2025, the 
proceeds from this sale were used to purchase four new service centers that were previously leased. During 2023, we 
used $1,533 million of cash to purchase property and equipment, including $878 million related to the Yellow Asset 
Acquisition, and received $29 million of cash from sales of property and equipment. We anticipate gross capital 
expenditures to be between $600 million and $700 million in 2025, including the four new service centers 
referenced above, funded by cash on hand and available liquidity.
Financing activities from continuing operations used $226 million of cash in 2024 compared with $761 million of 
cash generated in 2023. The primary uses of cash from financing activities during 2024 was $129 million to make 
payments for tax withholdings on restricted shares, primarily driven by a payment of approximately $85 million for 
tax withholdings on XPO restricted stock units that vested during December, and $82 million used to repay 
borrowings, primarily related to finance lease obligations. The primary source of cash from financing activities 
during 2023 was $3.0 billion of net proceeds from the issuance of debt. The primary uses of cash from financing 
activities during 2023 were $2.1 billion used to repay our Existing Term Loan Facility and redeem the Senior Notes 
due 2025 and $71 million used to repay other borrowings.
As of December 31, 2024, we had $3.3 billion total outstanding principal amount of debt, excluding finance leases. 
We have no significant debt maturities until 2028. Interest on our ABL and Term Loan facilities is variable, while 
interest on our senior notes is at fixed rates. Future interest payments associated with our debt total $1.2 billion at 
December 31, 2024, with $219 million payable within 12 months, and are estimated based on the principal amount 
of debt and applicable interest rates as of December 31, 2024. Additionally, as of December 31, 2024, we have $256 
million of finance lease and related interest payment obligations, of which $59 million is due within the next twelve 
months. For further information on our debt facilities and maturities, see Note 12—Debt to our Consolidated 
Financial Statements. For further information on our finance lease maturities, see Note 8—Leases to our 
Consolidated Financial Statements.
Defined Benefit Pension Plans
We sponsor both funded and unfunded defined benefit plans for some employees in the U.S. Historically, we have 
realized income, rather than expense, from these plans. We generated aggregate income from our plans of $25 
million in 2024, $18 million in 2023 and $60 million in 2022. The plans have been generating income due to their 
funded status and because they do not allow for new plan participants or additional benefit accruals.
39

Defined benefit pension plan amounts are calculated using various actuarial assumptions and methodologies. 
Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, 
and other factors. The assumptions used in recording the projected benefit obligations and fair value of plan assets 
represent our best estimates based on available information regarding historical experience and factors that may 
cause future expectations to differ. Differences in actual experience or changes in assumptions could materially 
impact our obligation and future expense or income.
Discount Rate
In determining the appropriate discount rate, we are assisted by actuaries who utilize a yield-curve model based on a 
universe of high-grade corporate bonds (rated AA or better by Moody’s, S&P or Fitch rating services). The model 
determines a single equivalent discount rate by applying the yield curve to expected future benefit payments.
The discount rates used in determining the net periodic benefit costs and benefit obligations are as follows:
Qualified Plans
Non-Qualified Plans
2024
2023
2024
2023
Discount rate - net periodic benefit costs
 5.08 %
 5.36 %
5.02% - 5.05%
5.26% - 5.33%
Discount rate - benefit obligations
 5.63 %
 5.15 %
5.21% - 5.55%
4.98% - 5.12%
An increase or decrease of 25 basis points in the discount rate would increase or decrease our 2024 pre-
tax pension income by less than $1 million.
We use a full yield curve approach to estimate the interest cost component of net periodic benefit cost by applying 
specific spot rates along the yield curve used to determine the benefit obligation to each of the underlying projected 
cash flows based on time until payment. 
Rate of Return on Plan Assets
We estimate the expected return on plan assets using current market data as well as historical returns. The expected 
return on plan assets is based on estimates of long-term returns and considers the plans’ anticipated asset allocation 
over the course of the next year. The plan assets are managed using a long-term liability-driven investment strategy 
that seeks to mitigate the funded status volatility by increasing participation in fixed-income investments generally 
as funded status increases. This strategy was developed by analyzing a variety of diversified asset-class 
combinations in conjunction with the projected liabilities of the plans.
For the year ended December 31, 2024, our expected return on plan assets was $98 million, compared to the actual 
return on plan assets of $17 million. The actual annualized return on plan assets for 2024 was approximately 1%, 
which was below the expected return on asset assumption for the year due to negative performance in the long 
duration fixed income market environment, which represented 90% of the portfolio. An increase or decrease of 25
basis points in the expected return on plan assets would increase or decrease our 2024 pre-tax pension income by 
approximately $4 million.
Actuarial Gains and Losses
Changes in the discount rate and/or differences between the expected and actual rate of return on plan assets results 
in unrecognized actuarial gains or losses. For our defined benefit pension plans, accumulated unrecognized actuarial 
losses were $195 million as of December 31, 2024. The portion of the unrecognized actuarial gain/loss that exceeds 
10% of the greater of the projected benefit obligation or the fair value of plan assets at the beginning of the year is 
amortized and recognized as income/expense over the estimated average remaining life expectancy of plan 
participants.
40

Effect on Results
The effects of the defined benefit pension plans on our results consist primarily of the net effect of the interest cost 
on plan obligations and the expected return on plan assets. We estimate that the defined benefit pension plans will 
contribute annual pre-tax income in 2025 of approximately $6 million.
Funding
In determining the amount and timing of pension contributions, we consider our cash position, the funded status as 
measured by the Pension Protection Act of 2006 and generally accepted accounting principles, and the tax 
deductibility of contributions, among other factors. We made benefit payments of $5 million in both 2024 and 2023
under the non-qualified plans and we estimate that we will make benefit payments of $5 million in 2025.
For additional information, see Note 13—Employee Benefit Plans to our Consolidated Financial Statements.
Critical Accounting Policies and Estimates 
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles. 
A summary of our significant accounting policies is contained in Note 2—Basis of Presentation and Significant 
Accounting Policies to our Consolidated Financial Statements. The methods, assumptions, and estimates that we use 
in applying our accounting policies may require us to apply judgments regarding matters that are inherently 
uncertain and may change based on changing circumstances or changes in our analysis. Material changes in these 
assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have 
identified below our accounting policies that we believe could potentially produce materially different results if we 
were to change underlying assumptions, estimates and/or judgments. Although actual results may differ from 
estimated results, we believe the estimates are reasonable and appropriate.
Evaluation of Goodwill
We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business 
combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate 
goodwill for impairment annually as of August 31, or more frequently if an event or circumstance indicates an 
impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s 
carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our 
operating segments or one level below our operating segments for which discrete financial information is prepared 
and regularly reviewed by segment management. Application of the goodwill impairment test requires judgment, 
including the identification of reporting units, the assignment of assets and liabilities to reporting units, the 
assignment of goodwill to reporting units, and a determination of the fair value of each reporting unit.
Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a 
quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit 
is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. 
The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, 
internal cost factors, and overall financial performance, among other factors. 
For our 2024 annual goodwill assessment, we performed a step-zero qualitative analysis for two of our reporting 
units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the 
fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis 
was not performed, and we did not recognize any goodwill impairment. For our other three reporting units, we 
performed a quantitative analysis using a combination of income and market approaches. All reporting units had fair 
values in excess of their carrying values, resulting in no impairment of goodwill. 
For our 2023 annual goodwill assessment, we performed a step-zero qualitative analysis for our five reporting units. 
Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair 
value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis 
was not performed, and we did not recognize any goodwill impairment.
41

Similarly, for our 2022 annual goodwill assessment performed as of August 31, we performed a step-zero qualitative 
analysis for each of the three reporting units that existed at that time and reached the same conclusion. However, in 
the fourth quarter of 2022 and in connection with the RXO spin-off, we performed additional impairment tests 
because the number of our reporting units increased from three to five to reflect our new internal organization. 
Specifically, while our European Transportation business was previously considered a single reporting unit, after the 
spin-off of RXO, it was determined that the European Transportation business was comprised of four reporting 
units. As a result, in the fourth quarter of 2022, we tested each of the four new reporting units for potential 
impairment. A quantitative test was performed for each of these four new reporting units using a combination of 
income and market approaches and we recorded an aggregate impairment charge of $64 million in the fourth quarter 
of 2022 related to two of these new reporting units. 
The income approach of determining fair value is based on the present value of estimated future cash flows, 
discounted at an appropriate risk-adjusted rate. The discount rates reflect management’s judgment and are based on 
a risk adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting 
units. Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of 
our operating results, business plans, expected growth rates, cost of capital and tax rates. Our forecasts also reflect 
expectations concerning future economic conditions, interest rates and other market data. The market approach of 
determining fair value is based on comparable market multiples for companies engaged in similar businesses, as 
well as recent transactions within our industry. We believe this approach, which utilizes multiple valuation 
techniques, yields the most appropriate evidence of fair value.
Many of the factors used in assessing fair value are outside the control of management, and these assumptions and 
estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of 
the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment.
Self-Insurance Accruals
We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, 
casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate 
our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense.
Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are 
estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about 
current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years 
for events that occurred in a prior year at a rate that differs from previous actuarial projections. We believe the 
actuarial methods are appropriate for measuring these self-insurance accruals. However, because of the number of 
claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method 
is sensitive to the assumptions and factors described above along with other external factors. Accordingly, changes 
in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual 
costs paid to settle the claims.
Income Taxes
Our annual effective tax rate is based on our income and statutory tax rates in the various jurisdictions in which we 
operate. Judgment and estimates are required in determining our tax expense and in evaluating our tax positions, 
including evaluating uncertainties. Evaluating our tax positions would include but not be limited to our tax positions 
on internal restructuring transactions as well as the spin-offs of RXO and GXO. We review our tax positions 
quarterly and as new information becomes available. Our effective tax rate in any financial statement period may be 
materially impacted by changes in the mix and/or level of earnings by taxing jurisdiction. 
Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets 
arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well 
as from net operating losses and tax credit carryforwards. We evaluate the recoverability of these future tax 
deductions and credits by assessing all available evidence, including the reversal of deferred tax liabilities, 
carrybacks available, and historical and projected pre-tax profits generated by our operations. Valuation allowances 
are established when, in management’s judgment, it is more likely than not that our deferred tax assets will not be 
42

realized. In assessing the need for a valuation allowance, management weighs the available positive and negative 
evidence, including limitations on the use of tax losses and other carryforwards due to changes in ownership, 
historic information, and projections of future sources of taxable income that include and exclude future reversals of 
taxable temporary differences.
New Accounting Standards
Information related to new accounting standards is included in Note 2—Basis of Presentation and Significant 
Accounting Policies.
ITEM 7A. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk disclosures involve forward-looking statements. Actual results could differ materially from those 
projected in such forward-looking statements. We are exposed to market risk related to changes in interest rates, 
foreign currency exchange rates and commodity price risk.
Interest Rate Risk
We have exposure to changes in interest rates on our debt, as follows:
Term Loan Facility. As of December 31, 2024, we had an aggregate principal amount outstanding of $1.1 billion on 
our Term Loan Facility. The interest rate fluctuates based on SOFR or a Base Rate, as defined in the agreement, plus 
an applicable margin. Assuming an average annual aggregate principal amount outstanding of $1.1 billion, a 
hypothetical 1% increase in the interest rate would have increased our annual interest expense by $11 million. 
Additionally, we utilize short-term interest rate swaps to mitigate variability in forecasted interest payments on our 
Term Loan Facility. The interest rate swaps convert floating-rate interest payments into fixed rate interest payments.
ABL Facility. The interest rates on our ABL Facility fluctuate based on SOFR or a Base Rate, as defined in the 
agreement, plus an applicable margin. Assuming our ABL Facility was fully drawn throughout 2024, a hypothetical 
1% increase in the interest rate would have increased our annual interest expense by $6 million.
Fixed Rate Debt. As of December 31, 2024, we had $2.2 billion of fair value of indebtedness (excluding finance 
leases and asset financings) that bears interest at fixed rates. A 1% decrease in market interest rates as of 
December 31, 2024 would increase the fair value of our fixed-rate indebtedness by approximately 3%. For 
additional information concerning our debt, see Note 12—Debt to our Consolidated Financial Statements.
We also have exposure to changes in interest rates as a result of our cash balances, which totaled $246 million as of 
December 31, 2024 and generally earn interest income that approximates the federal funds rate. Assuming an annual 
average cash balance of $246 million, a hypothetical 1% increase in the interest rate would reduce our net interest 
expense by $2 million.
Foreign Currency Exchange Risk
A proportion of our net assets and income are in non-U.S. dollar (“USD”) currencies, primarily the euro (“EUR”) 
and British pound sterling (“GBP”). We are exposed to currency risk from potential changes in functional currency 
values of our foreign currency denominated assets, liabilities and cash flows. Consequently, a depreciation of the 
EUR or the GBP relative to the USD could have an adverse impact on our financial results.
As of December 31, 2024, a uniform 10% strengthening in the value of the USD relative to the EUR would have 
resulted in an increase in net assets of $7 million, including the impacts from cross currency swaps. As of 
December 31, 2024, a uniform 10% strengthening in the value of the USD relative to the GBP would have resulted 
in a decrease in net assets of $33 million. These theoretical calculations assume that an instantaneous, parallel shift 
in exchange rates occurs, which is not consistent with our actual experience in foreign currency transactions. 
Fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ 
services become more or less attractive. The sensitivity analysis of the impact of changes in foreign currency 
exchange rates does not factor in a potential change in sales levels or local currency prices.
43

Commodity Price Risk
We are exposed to price fluctuations for diesel fuel purchased for use in our vehicles. During the year ended 
December 31, 2024, diesel prices fluctuated by as much as 14% in France, 13% in the United Kingdom, and 11% in 
the United States. We include fuel surcharge programs or other cost-recovery mechanisms in many of our customer 
contracts to mitigate the effect of any fuel price increases over base amounts established in the contract. For our 
North American LTL business, pricing agreements with customers include a fuel surcharge that is typically indexed 
to fuel prices published weekly by the U.S. Department of Energy. The extent to which we are able to recover 
increases in fuel costs may also be impacted by the amount of empty or out-of-route truck miles or engine idling 
time. See the applicable discussion under Item 1A, “Risk Factors.”
44

ITEM 8. 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Page No.
Report of Independent Registered Public Accounting Firm
46
Consolidated Balance Sheets as of December 31, 2024 and 2023
49
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022
50
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
51
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
52
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022
54
Notes to Consolidated Financial Statements
56
45

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
XPO, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of XPO, Inc. and subsidiaries (the Company) as of 
December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, 
and changes in equity for each of the years in the three-year period ended December 31, 2024, and the related notes 
(collectively, the consolidated financial statements). We also have audited the Company’s internal control over 
financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated 
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the 
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash 
flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally 
accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective 
internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – 
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective 
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial 
reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial 
Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an 
opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting 
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to 
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and 
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of 
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting 
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material 
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that 
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and 
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles 
used and significant estimates made by management, as well as evaluating the overall presentation of the 
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an 
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and 
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our 
audits also included performing such other procedures as we considered necessary in the circumstances. We believe 
that our audits provide a reasonable basis for our opinions.
46

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles. A company’s internal control over financial reporting 
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable 
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 
with generally accepted accounting principles, and that receipts and expenditures of the company are being made 
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may 
deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated 
financial statements that were communicated or required to be communicated to the audit committee and that: (1) 
relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our 
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not 
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by 
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the 
accounts or disclosures to which they relate.
Liabilities for self-insured claims
As discussed in Note 2 to the consolidated financial statements, the Company uses a combination of self-insurance 
programs and purchased insurance to provide for the costs of vehicular and workers’ compensation claims (self-
insured claims). The Company records estimates of the undiscounted liability associated with claims incurred as of 
the balance sheet date, including estimates of claims incurred but not reported, by considering historical cost 
experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and 
retention levels. These liabilities are recorded within accrued liabilities and other long-term liabilities as of 
December 31, 2024.
We identified the assessment of the estimated liabilities for self-insured claims as a critical audit matter. The 
evaluation of the uncertainty in the amounts that will ultimately be paid to settle these claims required subjective 
auditor judgment. Assumptions that may affect the estimated liability of claims include the consideration of 
historical cost experience, severity factors, and judgments about current and expected levels of cost per claims that 
have uncertainty related to future occurrences or events and conditions. Additionally, the Company’s liabilities for 
self-insured claims included estimates for expenses of claims that have been incurred but have not been reported, 
and specialized skills were needed to evaluate the actuarial methods and assumptions used to make these estimates.
47

The following are the primary procedures we performed to address this critical audit matter. We evaluated the 
design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance process. 
This included controls over the assumptions used in estimating the liabilities for self-insured claims. In addition, for 
a sample of claims, we compared the Company’s estimates of liabilities for individual self-insured claims to current 
available information, which included legal claims, incident and case reports, current and historical cost experience, 
or other evidence. We involved an actuarial professional with specialized skills and knowledge, who assisted in:
•
comparing the Company’s actuarial reserving methodologies with accepted actuarial methods and 
procedures
•
evaluating assumptions used in determining the liability, including expected level of cost per claim in 
relation to recent historical loss payment trends and demographic and severity factors
•
developing an independent expected range of liabilities, including liabilities for claims that have been 
incurred but have not been recorded, based on actuarial methodologies
•
comparing the Company’s recorded liability to the independently developed liability range.
/s/ KPMG LLP
We have served as the Company’s auditor since 2011.
New York, New York
February 7, 2025
48

XPO, Inc.
Consolidated Balance Sheets
December 31,
(In millions, except per share data)
2024
2023
ASSETS
Current assets
Cash and cash equivalents
$ 
246 
$ 
412 
Accounts receivable, net of allowances of $50 and $45, respectively
 
977 
 
973 
Other current assets
 
283 
 
208 
Total current assets
 
1,505 
 
1,593 
Long-term assets
Property and equipment, net of $2,019 and $1,853 in accumulated depreciation, respectively
 
3,402 
 
3,075 
Operating lease assets
 
727 
 
708 
Goodwill
 
1,461 
 
1,498 
Identifiable intangible assets, net of $499 and $452 in accumulated amortization, respectively
 
361 
 
422 
Other long-term assets
 
254 
 
196 
Total long-term assets
 
6,206 
 
5,899 
Total assets
$ 
7,712 
$ 
7,492 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
$ 
477 
$ 
532 
Accrued expenses
 
708 
 
775 
Short-term borrowings and current maturities of long-term debt
 
62 
 
69 
Short-term operating lease liabilities
 
127 
 
121 
Other current liabilities
 
46 
 
93 
Total current liabilities
 
1,420 
 
1,590 
Long-term liabilities
Long-term debt
 
3,325 
 
3,335 
Deferred tax liability
 
393 
 
337 
Employee benefit obligations
 
85 
 
91 
Long-term operating lease liabilities
 
603 
 
588 
Other long-term liabilities
 
283 
 
285 
Total long-term liabilities
 
4,690 
 
4,636 
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 117 and 116 shares issued and
      outstanding as of December 31, 2024 and 2023, respectively
 
— 
 
— 
Additional paid-in capital
 
1,274 
 
1,298 
Retained earnings
 
572 
 
185 
Accumulated other comprehensive loss
 
(246)  
(217) 
Total equity
 
1,601 
 
1,266 
Total liabilities and equity
$ 
7,712 
$ 
7,492 
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
49

XPO, Inc.
Consolidated Statements of Income
Years Ended December 31,
(In millions, except per share data)
2024
2023
2022
Revenue
$ 
8,072 $ 
7,744 $ 
7,718 
Salaries, wages and employee benefits
 
3,377  
3,159  
2,945 
Purchased transportation
 
1,701  
1,760  
1,964 
Fuel, operating expenses and supplies
 
1,589  
1,623  
1,687 
Operating taxes and licenses
 
80  
60  
58 
Insurance and claims
 
134  
167  
183 
Gains on sales of property and equipment
 
(40)  
(5)  
(60) 
Depreciation and amortization expense
 
490  
432  
392 
Goodwill impairment
 
—  
—  
64 
Litigation matter
 
—  
8  
— 
Transaction and integration costs
 
53  
58  
58 
Restructuring costs
 
27  
44  
50 
Operating income
 
660  
438  
377 
Other income
 
(37)  
(15)  
(55) 
Debt extinguishment loss
 
—  
25  
39 
Interest expense
 
223  
168  
135 
Income from continuing operations before income tax provision
 
473  
260  
258 
Income tax provision
 
86  
68  
74 
Income from continuing operations
 
387  
192  
184 
Income (loss) from discontinued operations, net of taxes 
 
—  
(3)  
482 
Net income
$ 
387 $ 
189 $ 
666 
Net income (loss)
Continuing operations
$ 
387 $ 
192 $ 
184 
Discontinued operations
 
—  
(3)  
482 
Net income
$ 
387 $ 
189 $ 
666 
Earnings (loss) per share data
Basic earnings per share from continuing operations
$ 
3.33 $ 
1.66 $ 
1.60 
Basic earnings (loss) per share from discontinued operations
 
—  
(0.02)  
4.19 
Basic earnings per share
$ 
3.33 $ 
1.64 $ 
5.79 
Diluted earnings per share from continuing operations
$ 
3.23 $ 
1.62 $ 
1.59 
Diluted earnings (loss) per share from discontinued operations
 
—  
(0.02)  
4.17 
Diluted earnings per share
$ 
3.23 $ 
1.60 $ 
5.76 
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding
 
116  
116  
115 
Diluted weighted-average common shares outstanding
 
120  
118  
116 
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
50

XPO, Inc.
Consolidated Statements of Comprehensive Income
Years Ended December 31,
(In millions)
2024
2023
2022
Net income
$ 
387 $ 
189 $ 
666 
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $(9), $12 and 
$(15)
$ 
(16) $ 
28 $ 
(69) 
Unrealized gain (loss) on financial assets/liabilities designated as hedging 
instruments, net of tax effect of $—, $1 and $(1)
 
2  
—  
(2) 
Defined benefit plans adjustment, net of tax effect of $5, $9 and $21
 
(15)  
(23)  
(69) 
Other comprehensive income (loss)
 
(29)  
5  
(140) 
Comprehensive income
$ 
359 $ 
194 $ 
526 
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
51

Cash flows from operating activities of continuing operations
Net income
$ 
387 
$ 
189 
$ 
666 
Income (loss) from discontinued operations, net of taxes 
 
— 
 
(3)  
482 
Income from continuing operations
 
387 
 
192 
 
184 
Adjustments to reconcile income from continuing operations to net cash 
from operating activities
Depreciation and amortization
 
490 
 
432 
 
392 
Goodwill impairment
 
— 
 
— 
 
64 
Stock compensation expense
 
87 
 
78 
 
77 
Accretion of debt
 
11 
 
11 
 
16 
Deferred tax expense
 
57 
 
31 
 
80 
Gains on sales of property and equipment
 
(40)  
(5)  
(60) 
Other
 
11 
 
54 
 
70 
Changes in assets and liabilities
Accounts receivable
 
(47)  
(46)  
(100) 
Other assets
 
(106)  
(9)  
(3) 
Accounts payable
 
(8)  
(48)  
62 
Accrued expenses and other liabilities
 
(33)  
4 
 
42 
Net cash provided by operating activities from continuing operations
 
808 
 
694 
 
824 
Cash flows from investing activities of continuing operations
Payment for purchases of property and equipment
 
(789)  
(1,533)  
(521) 
Proceeds from sale of property and equipment
 
75 
 
29 
 
88 
Proceeds from settlement of cross currency swaps
 
— 
 
2 
 
29 
Proceeds from sale of investment
 
12 
 
— 
 
— 
Net cash used in investing activities from continuing operations
 
(702)  
(1,502)  
(404) 
Cash flows from financing activities of continuing operations
Proceeds from issuance of debt
 
— 
 
2,962 
 
— 
Repurchase of debt
 
— 
 
(2,117)  
(1,068) 
Proceeds from borrowings on ABL facility
 
— 
 
— 
 
275 
Repayment of borrowings on ABL facility
 
— 
 
— 
 
(275) 
Repayment of debt and finance leases
 
(82)  
(71)  
(61) 
Payment of debt issuance costs
 
(4)  
(27)  
— 
Change in bank overdrafts
 
(9)  
34 
 
(20) 
Payment for tax withholdings for restricted shares
 
(129)  
(19)  
(27) 
Distribution from RXO spin, net
 
— 
 
— 
 
312 
Other
 
(1)  
(1)  
3 
Net cash provided by (used in) financing activities from continuing operations
 
(226)  
761 
 
(861) 
XPO, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In millions)
2024
2023
2022
52

Cash flows from discontinued operations
Operating activities of discontinued operations
 
— 
 
(12)  
8 
Investing activities of discontinued operations
 
— 
 
3 
 
649 
Financing activities of discontinued operations
 
— 
 
— 
 
(1) 
Net cash provided by (used in) discontinued operations
 
— 
 
(9)  
656 
Effect of exchange rates on cash, cash equivalents and restricted cash
 
— 
 
5 
 
(18) 
Net increase (decrease) in cash, cash equivalents and restricted cash
 
(120)  
(51)  
197 
Cash, cash equivalents and restricted cash, beginning of year
 
419 
 
470 
 
273 
Cash, cash equivalents and restricted cash, end of year
$ 
298 
$ 
419 
$ 
470 
Supplemental disclosure of cash flow information from continuing operations:
Cash paid for interest
 
223 
 
185 
 
145 
Cash paid for income taxes
 
90 
 
34 
 
87 
XPO, Inc.
Consolidated Statements of Cash Flows (continued)
Years Ended December 31,
(In millions)
2024
2023
2022
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements. 
53

XPO, Inc.
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2024, 2023 and 2022
Balance as of December 31, 2021
 
114,737 
$ 
— 
$ 
1,179 
$ 
43 
$ 
(84) $ 
1,138 
Net income
 
— 
 
— 
 
— 
 
666 
 
— 
 
666 
Other comprehensive loss
 
— 
 
— 
 
— 
 
— 
 
(140)  
(140) 
Spin-off of RXO
 
— 
 
— 
 
— 
 
(713)  
2 
 
(711) 
Exercise and vesting of stock compensation awards
 
698 
 
— 
 
— 
 
— 
 
— 
 
— 
Tax withholdings related to vesting of stock compensation awards
 
— 
 
— 
 
(23)  
— 
 
— 
 
(23) 
Stock compensation expense
 
— 
 
— 
 
77 
 
— 
 
— 
 
77 
Other
 
— 
 
— 
 
5 
 
— 
 
— 
 
5 
Balance as of December 31, 2022
 
115,435 
$ 
— 
$ 
1,238 
$ 
(4) $ 
(222) $ 
1,012 
Net income
 
— 
 
— 
 
— 
 
189 
 
— 
 
189 
Other comprehensive income
 
— 
 
— 
 
— 
 
— 
 
5 
 
5 
Exercise and vesting of stock compensation awards
 
638 
 
— 
 
— 
 
— 
 
— 
 
— 
Tax withholdings related to vesting of stock compensation awards
 
— 
 
— 
 
(20)  
— 
 
— 
 
(20) 
Stock compensation expense
 
— 
 
— 
 
78 
 
— 
 
— 
 
78 
Other
 
— 
 
— 
 
2 
 
— 
 
— 
 
2 
Balance as of December 31, 2023
 
116,073 
$ 
— 
$ 
1,298 
$ 
185 
$ 
(217) $ 
1,266 
Common Stock
(Shares in thousands, dollars in millions)
Shares
Amount
Additional Paid-
In Capital
Retained 
Earnings 
(Accumulated 
Deficit)
Accumulated 
Other 
Comprehensive 
Loss
Total Equity
54

XPO, Inc.
Consolidated Statements of Changes in Equity (continued)
For the Years Ended December 31, 2024, 2023 and 2022
Balance as of December 31, 2023
 
116,073 
$ 
— 
$ 
1,298 
$ 
185 
$ 
(217) $ 
1,266 
Net income
 
— 
 
— 
 
— 
 
387 
 
— 
 
387 
Other comprehensive loss
 
— 
 
— 
 
— 
 
— 
 
(29)  
(29) 
Exercise and vesting of stock compensation awards
 
1,101 
 
— 
 
— 
 
— 
 
— 
 
— 
Tax withholdings related to vesting of stock compensation awards
 
— 
 
— 
 
(110)  
— 
 
— 
 
(110) 
Stock compensation expense
 
— 
 
— 
 
87 
 
— 
 
— 
 
87 
Balance as of December 31, 2024
 
117,174 
$ 
— 
$ 
1,274 
$ 
572 
$ 
(246) $ 
1,601 
Common Stock
(Shares in thousands, dollars in millions)
Shares
Amount
Additional Paid-
In Capital
Retained 
Earnings 
(Accumulated 
Deficit)
Accumulated 
Other 
Comprehensive 
Loss
Total Equity
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
55

XPO, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2024, 2023 and 2022
1. Organization
Nature of Operations
XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight 
transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply 
chains in North America and Europe. See Note 4—Segment Reporting and Geographic Information for additional 
information on our operations.
Strategic Developments
XPO has operated solely as an asset-based less-than-truckload (“LTL”) service provider in North America since 
November 2022, when we completed the spin-off of RXO, Inc. (“RXO”). This followed our completion of two 
additional components of our strategic plan: the spin-off of GXO Logistics, Inc. (“GXO”) in August 2021, and the 
sale of our North American intermodal operation in March 2022.
In December 2023, we completed the acquisition of 28 service centers previously operated by Yellow Corporation 
(the “Yellow Asset Acquisition”), purchasing 26 LTL service centers and assuming existing leases for two
additional locations. This targeted expansion of our network aligns with our commitment to invest in growth 
capacity in key markets and operate the network more efficiently.
The previously announced authorization by our Board of Directors to divest our European business remains in 
effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.
The historical results of operations and financial positions of RXO and our intermodal operation are presented as 
discontinued operations during the periods presented and, as such, have been excluded from both continuing 
operations and segment results. For information on our discontinued operations, see Note 3—Discontinued 
Operations.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles 
(“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in 
our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most 
current and best available information, but actual results could differ materially from these estimates and 
assumptions.
Within our consolidated financial statements and the accompanying notes, certain amounts may not add due to the 
use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying 
numbers in millions.
Consolidation
Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our 
majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have 
eliminated intercompany accounts and transactions.
To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that 
significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and 
whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets 
56

owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We 
consolidate the VIE, which is comprised of the special purpose entity related to the European trade securitization 
program discussed below.
We have a controlling financial interest in entities generally when we own a majority of the voting interest.
Significant Accounting Policies
Revenue Recognition 
We recognize revenue when we transfer control of promised products or services to customers in an amount equal to 
the consideration we expect to receive for those products or services.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A 
contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the 
performance obligation is satisfied. 
We generate revenue by providing less-than-truckload and other transportation services for our customers. 
Additional services may be provided to our customers under their transportation contracts, including unloading and 
other incidental services. The transaction price is based on the consideration specified in the customer’s contract.
A performance obligation is created when a customer under a transportation contract submits a bill of lading for the 
transport of goods from origin to destination. These performance obligations are satisfied as the shipments move 
from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to 
destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to 
stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over 
the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are 
generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit 
times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis 
and make payment according to approved payment terms. When we do not control the specific services, we 
recognize revenue as the difference between the amount the customer pays us for the service less the amount we are 
charged by third parties who provide the service.
Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance 
metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is 
estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the 
future. The estimate of variable consideration is determined by the expected value or most likely amount method and 
factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified 
in the revenue contract and they pay us according to approved payment terms.
Contract Costs
We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one 
year or less. These costs are included in Salaries, wages and employee benefits on our Consolidated Statements of 
Income.
Cash, Cash Equivalents and Restricted Cash
We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to 
be cash equivalents. As of December 31, 2024, 2023 and 2022, our restricted cash included in Other long-term 
assets on our Consolidated Balance Sheets was $53 million, $7 million and $10 million, respectively. Our restricted 
cash balance as of December 31, 2024 includes approximately $47 million of proceeds received from the sale of a 
service center in our North American LTL segment in December 2024. In January 2025, the proceeds from this sale 
were used to purchase four new service centers that were previously leased.
57

Accounts Receivable and Allowance for Credit Losses
We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount 
we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection 
experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific 
customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to 
pay. We also consider reasonable and supportable forecasts of future economic conditions and their expected impact 
on customer collections in determining our allowance for credit losses. We write off accounts receivable balances 
once the receivables are no longer deemed collectible.
The roll-forward of the allowance for credit losses was as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
Beginning balance
$ 
45 $ 
43 $ 
36 
Provision charged to expense
 
21  
33  
27 
Write-offs, less recoveries, and other adjustments
 
(16)  
(31)  
(20) 
Ending balance
$ 
50 $ 
45 $ 
43 
Trade Receivables Securitization and Factoring Programs
We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under 
factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash 
provided by operating activities in the Consolidated Statements of Cash Flows. We also sell trade accounts 
receivable under a securitization program for our European transportation business. We use trade receivables 
securitization and factoring programs to help manage our cash flows and offset the impact of extended payment 
terms for some of our customers.
Under the trade receivables securitization program, a wholly-owned bankruptcy-remote special purpose entity of 
XPO sells trade receivables that originate with wholly-owned subsidiaries to unaffiliated entities. The program 
expires in July 2026 and contains financial covenants customary for this type of arrangement, including maintaining 
a defined average days sales outstanding ratio.
We account for transfers under our securitization and factoring arrangements as sales because we sell full title and 
ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, 
the receivables are removed from our Consolidated Balance Sheets at the date of transfer.
The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of 
any unsecured borrowings, is €200 million (approximately $207 million as of December 31, 2024). As of 
December 31, 2024, the maximum amount available under the program was utilized. The weighted average interest 
rate was 5.09% as of December 31, 2024.
58

Information related to the trade receivables sold was as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
Securitization programs
Receivables sold in period
$ 
1,762 $ 
1,815 $ 
1,744 
Cash consideration
 
1,762  
1,815  
1,744 
Factoring programs
Receivables sold in period
 
79  
103  
111 
Cash consideration
 
78  
103  
111 
Property and Equipment
We generally record property and equipment at cost, or in the case of property and equipment acquired in a business 
combination, at fair value at the date of acquisition. 
In connection with the Yellow Asset Acquisition in December 2023, we acquired 28 LTL service centers for a 
purchase price of $918 million, including a cash payment of $870 million, the assumption of certain liabilities and 
direct transaction costs. Under the transaction, we purchased 26 of the service centers, primarily consisting of land 
and buildings, and assumed existing leases for the other two locations. The transaction was accounted for as an asset 
acquisition, with the assets recorded at cost. The Consolidated Statements of Cash Flows for the year ended 
December 31, 2023 reflects an $878 million investing cash outflow for this transaction.
Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer 
software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the 
application development stage are capitalized and included in property and equipment. Capitalized software also 
includes the fair value of acquired internal-use technology. 
We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:
Classification
Estimated Useful Life
Buildings and leasehold improvements
Term of lease to 40 years
Vehicles, tractors and trailers
3 to 14 years
Machinery and equipment
3 to 10 years
Computer software and equipment
1 to 5 years
Leases
We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and 
liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease 
term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the 
information available at commencement date to determine the present value of future lease payments. This rate is 
determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt 
outstanding as well as the index that matches our credit rating, and then adjusts as if the borrowings were 
collateralized. 
We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such 
options. We exclude variable lease payments (such as payments not based on an index or reimbursements of lessor 
costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or 
less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We 
account for lease and non-lease components within a contract as a single lease component for our real estate leases. 
For additional information on our leases, see Note 8—Leases.
59

Asset Retirement Obligations
A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset 
retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the 
related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the 
capitalized cost is depreciated over the useful life of the related asset. In connection with the Yellow Asset 
Acquisition, in December 2023, we recognized $6 million of Asset Retirement Obligations.
Goodwill
We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business 
combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate 
goodwill for impairment annually as of August 31, or more frequently if an event or circumstance indicates an 
impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s 
carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our 
operating segments or one level below our operating segments for which discrete financial information is prepared 
and regularly reviewed by segment management.
Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a 
quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit 
is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. 
The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, 
internal cost factors, and overall financial performance, among other factors. 
For our 2024 annual goodwill assessment, we performed a step-zero qualitative analysis for two of our reporting 
units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the 
fair value of these reporting units was less than their carrying amounts and, therefore, further quantitative analysis 
was not performed, and we did not recognize any goodwill impairment. For our other three reporting units, we 
performed a quantitative analysis using a combination of income and market approaches. All reporting units had fair 
values in excess of their carrying values, resulting in no impairment of goodwill. 
For our 2023 annual goodwill assessment, we performed a step-zero qualitative analysis for our five reporting units. 
Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair 
value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis 
was not performed, and we did not recognize any goodwill impairment. 
Similarly, for our 2022 annual goodwill assessment performed as of August 31, we performed a step-zero qualitative 
analysis for each of the three reporting units that existed at that time and reached the same conclusion. However, in 
the fourth quarter of 2022 and in connection with the RXO spin-off, we performed additional impairment tests 
because the number of our reporting units increased from three to five to reflect our new internal organization. 
Specifically, while our European Transportation business was previously considered a single reporting unit, after the 
spin-off of RXO, it was determined that the European Transportation business was comprised of four reporting 
units. As a result, in the fourth quarter of 2022, we tested each of the four new reporting units for potential 
impairment. A quantitative test was performed for each of these four new reporting units using a combination of 
income and market approaches and we recorded an aggregate impairment charge of $64 million in the fourth quarter 
of 2022 related to two of these new reporting units. 
The income approach of determining fair value is based on the present value of estimated future cash flows, 
discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and 
include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our 
business. The market approach of determining fair value is based on comparable market multiples for companies 
engaged in similar businesses, as well as recent transactions within our industry.
60

Intangible Assets
Our intangible assets subject to amortization consist primarily of customer relationships and favorable leases. In 
connection with the Yellow Asset Acquisition, the assumed leases contained favorable terms compared to market 
terms for similar leases and, as result, we recognized a $65 million favorable lease intangible asset in December 
2023.
We review long-lived assets to be held-and-used, including tangible assets and intangible assets subject to 
amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of the 
assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future 
cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment 
loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. 
We estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks 
associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis 
consistent with the pattern in which the economic benefits are realized. The estimated useful life for intangible assets 
at December 31, 2024 is 14 to 25 years. 
Accrued Expenses
The components of accrued expenses as of December 31, 2024 and 2023 are as follows:
As of December 31,
(In millions)
2024
2023
Accrued salaries and wages
$ 
273 $ 
310 
Accrued transportation and facility charges
 
184  
215 
Accrued insurance claims
 
88  
99 
Accrued taxes
 
93  
84 
Other accrued expenses
 
70  
67 
Total accrued expenses
$ 
708 $ 
775 
Self-Insurance
We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, 
casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate 
our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense.
Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are 
estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about 
current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can 
impact actual costs paid to settle the claims and those amounts may be different than our estimates.
Advertising Costs
Advertising costs are expensed as incurred.
Stockholders’ Equity
Shares purchased under our share repurchase program are retired and returned to authorized and unissued status. We 
charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in 
capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings.
61

Accumulated Other Comprehensive Income (Loss)
The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the 
years ended December 31, 2024 and 2023, are as follows:
(In millions)
Foreign 
Currency 
Translation 
Adjustments
Derivative 
Hedges
Defined 
Benefit Plans 
Liability
AOCI 
Attributable to 
XPO
As of December 31, 2022
$ 
(119) $ 
(2) $ 
(101) $ 
(222) 
Other comprehensive income (loss)
 
37 
 
3 
 
(23)  
17 
Amounts reclassified from AOCI
 
(9)  
(3)  
— 
 
(12) 
Net current period other comprehensive income (loss)
 
28 
 
— 
 
(23)  
5 
As of December 31, 2023
 
(91)  
(2)  
(124)  
(217) 
Other comprehensive income (loss)
 
(7)  
3 
 
(16)  
(20) 
Amounts reclassified from AOCI
 
(9)  
(1)  
1 
 
(9) 
Net current period other comprehensive income (loss)
 
(16)  
2 
 
(15)  
(29) 
As of December 31, 2024
$ 
(107) $ 
— 
$ 
(139) $ 
(246) 
Income Taxes
We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under 
which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and 
liabilities for the future tax consequences of events that have been recognized in our financial statements or tax 
returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and 
accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment 
and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our 
tax positions on internal restructuring transactions as well as the spin-offs of RXO and GXO. Valuation allowances 
are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized 
based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost.
As of December 31, 2024, our income tax receivable included in Other current assets on our Consolidated Balance 
Sheets was $77 million, which was primarily comprised of the anticipated cash refund related to the legal entity 
reorganization in our European Transportation business.
Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly 
assess the potential outcomes of these examinations and any future examinations for the current or prior years. We 
recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more 
likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax 
liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-
related interest and penalties as a component of income tax expense.
Foreign Currency Translation and Transactions
The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are 
translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet 
currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of 
our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local 
currency to their functional currency and then translated to USD. The results of operations of our foreign 
subsidiaries are translated to USD using average exchange rates prevailing for each period presented.
We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying 
the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency 
transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income on our 
Consolidated Statements of Income.
62

Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly 
transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:
•
Level 1—Quoted prices for identical instruments in active markets;
•
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar 
instruments in markets that are not active; and model-derived valuations in which all significant inputs are 
observable in active markets; and
•
Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other 
valuation techniques that reflect management’s judgment and estimates.
We base our fair value estimates on market assumptions and available information. The carrying values of cash and 
cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt 
approximated their fair values as of December 31, 2024 and 2023 due to their short-term nature and/or being 
receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted 
prices in active markets and a cash deposit for the securitization program.
The fair value hierarchy of cash equivalents was as follows: 
(In millions)
Carrying Value
Fair Value
Level 1
December 31, 2024
$ 
205 $ 
205 $ 
205 
December 31, 2023
 
369  
369  
369 
We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets. As 
of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Consolidated 
Balance Sheets, was not material. During the year ended December 31, 2024, we recognized a gain on equity 
investments of $13 million in Other income on our Consolidated Statements of Income.
For information on the fair value hierarchy of our derivative instruments, financial liabilities and defined benefit 
pension plan assets, see Note 11—Derivative Instruments, Note 12—Debt and Note 13—Employee Benefit Plans, 
respectively.
Derivative Instruments
We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our 
accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments 
have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those 
derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative 
based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the 
designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged 
items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged 
transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to 
specific forecasted transactions or variability of cash flow to be paid.
The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our 
Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income 
statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are 
recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging 
the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components 
excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated 
Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are 
adjusted to fair value through earnings and are recorded in Other income on our Consolidated Statements of Income.
63

Defined Benefit Pension Plans
We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. 
Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, 
and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets 
represent our best estimates based on available information regarding historical experience and factors that may 
cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by 
differences in actual experience or changes in assumptions.
The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are 
generally amortized as a component of net periodic benefit cost over the remaining service period of the active 
employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the 
extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the 
respective plan.
Stock-Based Compensation
We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of 
restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish 
the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting 
conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value 
of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, 
expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur.
We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We 
recognize expense for our performance-based restricted stock units (“PSUs”) over the awards’ requisite service 
period based on the number of awards expected to vest with consideration to the actual and expected financial 
results. We do not recognize expense until achievement of the performance targets for a PSU award is considered 
probable.
Adoption of New Accounting Standard
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 
(“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The 
amendments in the ASU increase reportable segment disclosure requirements primarily through enhanced 
disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure 
requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit and loss, 
and provide new segment disclosure requirements for entities with a single reportable segment, among other 
disclosure requirements. We adopted this standard on a retrospective basis for the 2024 annual period, and for 
interim periods beginning January 1, 2025. The impact is limited to financial statement disclosures. See Note 4—
Segment Reporting and Geographic Information.
Accounting Pronouncements Issued but Not Yet Effective
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – 
Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating 
prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of 
the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other 
disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods 
beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, 
which is limited to financial statement disclosures.
64

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax 
Disclosures.” The ASU modifies income tax disclosures by requiring (i) consistent categories and greater 
disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated 
by jurisdiction, among other requirements. This ASU is effective for annual periods beginning in 2025, and should 
be applied on a prospective basis, with the option to apply retrospectively. Early adoption is permitted. We are 
currently evaluating the impact of the new standard, which is limited to financial statement disclosures. The 
company expects to adopt the guidance as of the effective date.
3. Discontinued Operations
As discussed above, the results of RXO and our intermodal operation are presented as discontinued operations. 
The following table summarizes the results of operations from discontinued operations:
Years Ended 
December 31,
(In millions)
2022
Revenue
$ 
4,403 
Salaries, wages and employee benefits
 
503 
Purchased transportation
 
3,216 
Fuel, operating expenses and supplies
 
296 
Operating taxes and licenses
 
3 
Insurance and claims
 
19 
Depreciation and amortization expense
 
67 
Gain on sale of business
 
(430) 
Transaction and other operating costs
 
125 
Operating income
 
604 
Other income
 
(2) 
Income from discontinued operations before income tax provision
 
606 
Income tax provision
 
124 
Net income from discontinued operations, net of taxes
$ 
482 
In 2022, we completed the sale of our intermodal operation for cash proceeds of approximately $705 million, net of 
cash disposed. The pre-tax gain on the sale was $430 million, net of transaction costs and working capital 
adjustment.
Additionally, in 2022, RXO completed debt offerings and used the net proceeds of $446 million to fund a cash 
payment from RXO to XPO, which we used to repay a portion of our outstanding borrowings and fund any related 
fees and expenses. For further information, see Note 12—Debt. 
In connection with the spin-off, we entered into separation and distribution agreements as well as various other 
agreements that provided a framework for the relationships between the parties going forward, including, among 
others, an employee matters agreement (“EMA”), a tax matters agreement, an intellectual property license 
agreement and a transition services agreement, through which XPO agreed to provide certain services for a period of 
time specified in the applicable agreement following the spin-off. The impact of these services on the consolidated 
financial statements was immaterial.
65

4. Segment Reporting and Geographic Information
We are organized into two reportable segments: North American LTL, the largest component of our business, and 
European Transportation. 
In our North American LTL segment, we provide shippers with geographic density and day-definite domestic and 
cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment 
also includes the results of our trailer manufacturing operation.
In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and 
industrial markets. We offer dedicated truckload, LTL, truck brokerage, managed transportation, last mile, freight 
forwarding, warehousing and multimodal solutions, such as road-rail and road-short sea combinations. 
Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and 
other costs and credits not attributed to our reportable segments.
Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM regularly reviews 
financial information at the operating segment level to allocate resources to the segments and to assess their 
performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable 
basis, including corporate costs, in segment results reported to the CODM. We do not provide asset information by 
segment to the CODM. 
Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and 
amortization (“adjusted EBITDA”), which we define as income from continuing operations before debt 
extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, goodwill 
impairment charges, litigation matters, transaction and integration costs, restructuring costs and other adjustments.
Our CODM uses adjusted EBITDA to allocate resources, including property and equipment and financial or capital 
resources, to the segments and to assess their performance by monitoring budget-to-actual and year-over-year 
variances.
66

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:
Year Ended December 31, 2024
(in millions)
North 
American LTL
European 
Transportation
Corporate (1)
Total
Revenue
$ 
4,899 
$ 
3,173 
$ 
— 
$ 
8,072 
Salaries, wages and employee benefits
 
2,515 
 
846 
 
16 
 
3,377 
Purchased transportation
 
248 
 
1,454 
 
— 
 
1,701 
Fuel, operating expenses and supplies
 
928 
 
661 
 
— 
 
1,589 
Operating taxes and licenses
 
65 
 
15 
 
— 
 
80 
Insurance and claims
 
80 
 
51 
 
3 
 
134 
Gains on sales of property and equipment
 
(27)  
(14)  
— 
 
(40) 
Pension (income) expense
 
(25)  
1 
 
— 
 
(25) 
Other (income) expense
 
— 
 
1 
 
(12)  
(12) 
Adjusted EBITDA
$ 
1,115 
$ 
158 
$ 
(7) $ 
1,266 
Year Ended December 31, 2023
(in millions)
North 
American LTL
European 
Transportation
Corporate (1)
Total
Revenue
$ 
4,671 
$ 
3,073 
$ 
— 
$ 
7,744 
Salaries, wages and employee benefits
 
2,346 
 
795 
 
18 
 
3,159 
Purchased transportation
 
366 
 
1,394 
 
— 
 
1,760 
Fuel, operating expenses and supplies
 
956 
 
661 
 
6 
 
1,623 
Operating taxes and licenses
 
48 
 
12 
 
— 
 
60 
Insurance and claims
 
102 
 
59 
 
6 
 
167 
(Gains) losses on sales of property and equipment
 
8 
 
(13)  
— 
 
(5) 
Pension income
 
(17)  
— 
 
— 
 
(17) 
Other (income) expense
 
(2)  
2 
 
1 
 
1 
Adjusted EBITDA
$ 
864 
$ 
163 
$ 
(31) $ 
996 
Year Ended December 31, 2022
(in millions)
North 
American LTL
European 
Transportation
Corporate (1)
Total
Revenue
$ 
4,645 
$ 
3,073 
$ 
— 
$ 
7,718 
Salaries, wages and employee benefits
 
2,176 
 
717 
 
52 
 
2,945 
Purchased transportation
 
499 
 
1,465 
 
— 
 
1,964 
Fuel, operating expenses and supplies
 
983 
 
660 
 
44 
 
1,687 
Operating taxes and licenses
 
48 
 
10 
 
— 
 
58 
Insurance and claims
 
123 
 
57 
 
3 
 
183 
Gains on sales of property and equipment
 
(54)  
(6)  
— 
 
(60) 
Pension income
 
(59)  
— 
 
— 
 
(59) 
Other (income) expense
 
(3)  
1 
 
5 
 
3 
Adjusted EBITDA
$ 
932 
$ 
169 
$ 
(104) $ 
997 
(1) 
Primarily represents unallocated corporate costs, as well as investment income of approximately $13 million within Other (income) 
expense in 2024.
67

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated income 
from continuing operations:
Years Ended December 31,
(in millions)
2024
2023
2022
Adjusted EBITDA
North American LTL
$ 
1,115 $ 
864 $ 
932 
European Transportation
 
158  
163  
169 
Corporate
 
(7)  
(31)  
(104) 
Total Adjusted EBITDA
 
1,266  
996  
997 
Less:
Debt extinguishment loss
 
—  
25  
39 
Interest expense
 
223  
168  
135 
Income tax provision
 
86  
68  
74 
Depreciation and amortization expense
 
490  
432  
392 
Goodwill impairment (1)
 
—  
—  
64 
Litigation matter
 
—  
8  
— 
Transaction and integration costs
 
53  
58  
58 
Restructuring costs
 
27  
44  
50 
Other
 
—  
1  
1 
Income from continuing operations
$ 
387 $ 
192 $ 
184 
(1) 
See Note 9— Goodwill for further information on the impairment charge.
The following table presents depreciation and amortization expense by segment:
Years Ended December 31,
(in millions)
2024
2023
2022
Depreciation and amortization expense
North American LTL
$ 
346 $ 
291 $ 
239 
European Transportation
 
140  
136  
128 
Corporate
 
4  
5  
25 
Total
$ 
490 $ 
432 $ 
392 
As of December 31, 2024 and 2023, we held long-lived tangible assets outside of the U.S., including right of use 
assets, of $715 million and $727 million, respectively.
68

5. Revenue Recognition
Disaggregation of Revenues
Our revenue disaggregated by geographic area based on sales office location was as follows:
Year Ended December 31, 2024
(In millions)
North 
American 
LTL
European 
Transportation
Total
Revenue
United States
$ 
4,792 $ 
— $ 
4,792 
North America (excluding United States)
 
107  
—  
107 
France
 
—  
1,277  
1,277 
United Kingdom
 
—  
1,023  
1,023 
Europe (excluding France and United Kingdom)
 
—  
873  
873 
Total
$ 
4,899 $ 
3,173 $ 
8,072 
Year Ended December 31, 2023
(In millions)
North 
American 
LTL
European 
Transportation
Total
Revenue
United States
$ 
4,572 $ 
— $ 
4,572 
North America (excluding United States)
 
99  
—  
99 
France
 
—  
1,291  
1,291 
United Kingdom
 
—  
905  
905 
Europe (excluding France and United Kingdom)
 
—  
877  
877 
Total
$ 
4,671 $ 
3,073 $ 
7,744 
Year Ended December 31, 2022
(In millions)
North 
American 
LTL
European 
Transportation
Total
Revenue
United States
$ 
4,549 $ 
— $ 
4,549 
North America (excluding United States)
 
96  
—  
96 
France
 
—  
1,328  
1,328 
United Kingdom
 
—  
878  
878 
Europe (excluding France and United Kingdom)
 
—  
867  
867 
Total
$ 
4,645 $ 
3,073 $ 
7,718 
69

6. Restructuring Charges
We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, 
including actions in connection with spin-offs and other divestment activities. These actions generally include 
severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and 
are intended to improve our efficiency and profitability.
Our restructuring-related activity was as follows:
Year Ended December 31, 2024
(In millions)
Reserve Balance
as of 
December 31, 2023
Charges 
Incurred
Payments
Foreign 
Exchange 
and Other
Reserve Balance
 as of
 December 31, 2024
Severance
North American LTL
$ 
2 $ 
3 $ 
(3) $ 
1 $ 
3 
European Transportation
 
1  
16  
(16)  
—  
1 
Corporate
 
8  
2  
(8)  
(1)  
1 
Total
$ 
11 $ 
21 $ 
(27) $ 
— $ 
5 
In addition to the severance charges noted in the table above, we recorded non-cash charges in our North American 
LTL segment, European Transportation segment and Corporate of $4 million, $1 million and $1 million, 
respectively, during 2024.
We expect the majority of the cash outlays related to the charges incurred in 2024 will be complete within twelve 
months.
Year Ended December 31, 2023
(In millions)
Reserve Balance 
as of 
December 31, 2022
Charges 
Incurred
Payments
Foreign 
Exchange 
and Other
Reserve Balance 
as of 
December 31, 2023
Severance
North American LTL
$ 
2 $ 
6 $ 
(5) $ 
(1) $ 
2 
European Transportation
 
1  
12  
(12)  
—  
1 
Corporate
 
19  
20  
(30)  
(1)  
8 
Total
$ 
22 $ 
38 $ 
(47) $ 
(2) $ 
11 
In addition to the severance charges noted in the table above, we recorded non-cash charges in our North American 
LTL segment of $6 million during 2023.
70

7. Property and Equipment
December 31,
(In millions)
2024
2023
Property and equipment
Land
$ 
879 $ 
860 
Buildings and leasehold improvements
 
874  
733 
Vehicles, tractors and trailers
 
2,746  
2,476 
Machinery and equipment
 
291  
271 
Computer software and equipment
 
633  
588 
 
5,422  
4,928 
Less: accumulated depreciation and amortization
 
(2,019)  
(1,853) 
Total property and equipment, net
$ 
3,402 $ 
3,075 
Net book value of capitalized internally-developed software included in property 
and equipment, net
$ 
112 $ 
120 
Depreciation of property and equipment and amortization of computer software was $432 million, $376 million and 
$336 million for the years ended December 31, 2024, 2023 and 2022, respectively.
In connection with the Yellow Asset Acquisition, in December 2023, we recognized approximately $850 million of 
Land and Buildings and leasehold improvements, including amounts related to assumed finance leases.
8. Leases
Most of our leases are real estate leases. In addition, we lease trucks, trailers and material handling equipment.
The components of our lease expense and gain realized on sale-leaseback transactions were as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
Operating lease cost
$ 
213 $ 
199 $ 
170 
Short-term lease cost
 
39  
47  
51 
Variable lease cost
 
33  
27  
22 
Total operating lease cost
$ 
285 $ 
273 $ 
243 
Finance lease cost:
Amortization of leased assets
$ 
61 $ 
59 $ 
49 
Interest on lease liabilities
 
8  
6  
5 
Total finance lease cost
$ 
69 $ 
65 $ 
54 
Total lease cost
$ 
354 $ 
338 $ 
297 
Gain recognized on sale-leaseback transactions (1)
$ 
— $ 
— $ 
40 
(1) 
For the years ended December 31, 2024 and 2023, we did not complete any sale-leaseback transactions. For the year ended December 
31, 2022, we completed multiple sale-leaseback transactions primarily for land and buildings. We received aggregate cash proceeds of 
$49 million in 2022. Gains on sale-leaseback transactions are included in Gains on sales of property and equipment in our 
Consolidated Statements of Income.
71

Supplemental balance sheet information related to leases was as follows:
December 31,
(In millions)
2024
2023
Operating leases:
Operating lease assets
$ 
727 
$ 
708 
Short-term operating lease liabilities
$ 
127 
$ 
121 
Operating lease liabilities
 
603 
 
588 
Total operating lease liabilities
$ 
730 
$ 
709 
Finance leases:
Property and equipment, gross
$ 
408 
$ 
472 
Accumulated depreciation
 
(205) 
 
(213) 
Property and equipment, net
$ 
203 
$ 
259 
Short-term borrowings and current maturities of long-term debt
$ 
52 
$ 
64 
Long-term debt
 
158 
 
179 
Total finance lease liabilities
$ 
210 
$ 
243 
Weighted-average remaining lease term:
Operating leases
7 years
8 years
Finance leases
8 years
7 years
Weighted-average discount rate:
Operating leases
 5.47 %
 5.24 %
Finance leases
 3.69 %
 3.24 %
In connection with the Yellow Asset Acquisition, in December 2023, we recognized $23 million of Property and 
equipment, net and Long-term debt for finance leases assumed and $3 million of Operating lease assets and 
Operating lease liabilities for operating leases assumed.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$ 
216 $ 
201 $ 
176 
Operating cash flows for finance leases
 
8  
6  
5 
Financing cash flows for finance leases
 
72  
68  
60 
Leased assets obtained in exchange for new lease obligations:
Operating leases
 
207  
118  
191 
Finance leases
 
47  
94  
46 
Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating 
lease liability, are reflected in operating activities on our Consolidated Statements of Cash Flows. 
72

Maturities of lease liabilities as of December 31, 2024 were as follows:
(In millions)
Finance Leases
Operating Leases
2025
$ 
59 $ 
160 
2026
 
44  
158 
2027
 
39  
129 
2028
 
29  
104 
2029
 
20  
78 
Thereafter
 
65  
264 
Total lease payments
 
256  
893 
Less: interest
 
(46)  
(163) 
Present value of lease liabilities
$ 
210 $ 
730 
As of December 31, 2024, we had additional operating leases that have not yet commenced with future undiscounted 
lease payments of $45 million. These operating leases will commence in 2025 with initial lease terms of 3 years to 
12 years.
9. Goodwill
(In millions)
North American 
LTL
European 
Transportation
Total
Goodwill as of December 31, 2022
$ 
726 $ 
746 $ 
1,472 
Impact of foreign exchange translation
 
—  
26  
26 
Goodwill as of December 31, 2023
 
726  
772  
1,498 
Impact of foreign exchange translation
 
—  
(37)  
(37) 
Goodwill as of December 31, 2024
$ 
726 $ 
735 $ 
1,461 
As described in Note 2— Basis of Presentation and Significant Accounting Policies, we recorded no impairment 
losses in 2024 and 2023. 
We recorded an aggregate impairment charge of $64 million in 2022 related to reporting units within our European 
Transportation reportable segment. Prior to the 2022 impairment, there were no impairment losses.
10. Intangible Assets
December 31, 2024
December 31, 2023
(In millions)
Gross Carrying 
Amount
Accumulated 
Amortization
Gross Carrying 
Amount
Accumulated 
Amortization
Definite-lived intangibles
Customer relationships
$ 
795 $ 
497 $ 
809 $ 
452 
Favorable leases
 
65  
3  
65  
— 
Total
$ 
860 $ 
499 $ 
874 $ 
452 
In connection with the Yellow Asset Acquisition, in December 2023, we recognized $65 million of Favorable 
leases. For further information, see Note 2—Basis of Presentation and Significant Accounting Policies.
We did not recognize any impairment of our identified intangible assets in 2024, 2023 and 2022.
73

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:
(In millions)
2025
2026
2027
2028
2029
Thereafter
Estimated amortization expense
$ 
56 $ 
56 $ 
56 $ 
45 $ 
36 $ 
112 
Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency 
exchange rates, additional intangible asset acquisitions, future impairment of intangible assets, accelerated 
amortization of intangible assets and other events.
Intangible asset amortization expense was $57 million, $54 million and $54 million for the years ended 
December 31, 2024, 2023 and 2022, respectively.
11. Derivative Instruments
In the normal course of business, we are exposed to risks arising from business operations and economic factors, 
including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility 
related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our earnings and 
cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments 
are not used for trading or other speculative purposes. Historically, we have not incurred, and do not expect to incur 
in the future, any losses as a result of counterparty default.
The fair value of our derivative instruments and the related notional amounts were as follows:
December 31, 2024
Derivative Assets
Derivative Liabilities
(In millions)
Notional 
Amount
Balance Sheet Caption
Fair 
Value
Balance Sheet Caption
Fair 
Value
Derivatives designated as hedges
Cross-currency swap agreements
$ 
652 
Other long-term assets
$ 
7 
Other long-term liabilities
$ 
(5) 
Interest rate swaps
 
200 
Other current assets
 
— 
Other current liabilities
 
— 
Total
$ 
7 
$ 
(5) 
December 31, 2023
Derivative Assets
Derivative Liabilities
(In millions)
Notional 
Amount
Balance Sheet Caption
Fair 
Value
Balance Sheet Caption
Fair 
Value
Derivatives designated as hedges
Cross-currency swap agreements
$ 
652 
Other current assets
$ 
— 
Other current liabilities
$ 
(34) 
Interest rate swaps
 
350 
Other current assets
 
— 
Other current liabilities
 
(2) 
Interest rate swaps
 
200 
Other long-term  assets
 
— 
Other long-term liabilities
 
— 
Total
$ 
— 
$ 
(36) 
The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs 
other than quoted prices such as foreign exchange rates and yield curves.
74

The effect of derivative and nonderivative instruments designated as hedges on our Consolidated Statements of 
Income was as follows:
Amount of Gain (Loss) 
Recognized in Other 
Comprehensive Loss on 
Derivatives
Amount of Gain 
Reclassified from AOCI 
into Net Income
Amount of Gain 
Recognized in Income on 
Derivative (Amount 
Excluded from 
Effectiveness Testing)
Years Ended December 31,
(In millions)
2024
2023
2022
2024
2023
2022
2024
2023
2022
Derivatives designated as cash flow hedges
Interest rate swaps
$ 
2 
$ 
(1) $ 
— 
$ 
1 
$ 
3 
$ 
— 
$ 
— 
$ 
— 
$ 
— 
Derivatives designated as net investment 
hedges
Cross-currency swap agreements
 
36 
 
(21)  
27 
 
— 
 
— 
 
— 
 
9 
 
9 
 
7 
Total
$ 
38 
$ (22) $ 
27 
$ 
1 
$ 
3 
$ 
— 
$ 
9 
$ 
9 
$ 
7 
Cross-Currency Swap Agreements
We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our 
international operations by effectively converting our fixed-rate USD-denominated debt, including the associated 
interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these 
transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign 
currencies and reduce the variability in the functional currency equivalent cash flows of this debt.
During the term of the swap contracts, we receive interest on a quarterly basis from the counterparties based on USD
fixed interest rates, and we pay interest, also on a quarterly basis, to the counterparties based on EUR fixed interest 
rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. 
These agreements expire at various dates through 2027.
We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment 
hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. 
Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially 
recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial 
component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from 
AOCI to Interest expense each period in a systematic manner. Cash flows related to the periodic exchange of interest 
payments for these net investment hedges are included in Cash flows from operating activities of continuing 
operations on our Consolidated Statements of Cash Flows.
During 2023 and 2022, we received approximately $2 million and $29 million, respectively, related to cross-
currency swaps that were settled during the period. The fair value adjustments related to these swaps remain in 
AOCI and partially offset foreign currency translation adjustment losses on our net investments in foreign 
subsidiaries. The proceeds were included in Cash flows from investing activities of continuing operations on our 
Consolidated Statements of Cash Flows. 
Interest Rate Hedging
We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior 
Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert 
floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying 
hedging instruments and account for these derivatives as cash flow hedges. The outstanding interest rate swap at 
December 31, 2024 matured in January 2025, at which time we executed two new interest rate swaps with a notional 
amount of $550 million maturing in 2026.
75

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in 
AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the 
interest rate swaps are included in Cash flows from operating activities of continuing operations on our Consolidated 
Statements of Cash Flows.
12. Debt
December 31, 2024
December 31, 2023
(In millions)
Principal 
Balance
Carrying 
Value
Principal 
Balance
Carrying 
Value
Term loan facility
$ 
1,100 
$ 
1,089 
$ 
1,100 
$ 
1,087 
6.25% senior secured notes due 2028
 
830 
 
823 
 
830 
 
822 
7.125% senior notes due 2031
 
450 
 
445 
 
450 
 
445 
7.125% senior notes due 2032
 
585 
 
576 
 
585 
 
575 
6.70% senior debentures due 2034
 
300 
 
225 
 
300 
 
221 
Finance leases, asset financing and other
 
228 
 
228 
 
254 
 
254 
Total debt
 
3,493 
 
3,387 
 
3,519 
 
3,404 
Short-term borrowings and current maturities of long-term debt
 
62 
 
62 
 
69 
 
69 
Long-term debt
$ 
3,431 
$ 
3,325 
$ 
3,450 
$ 
3,335 
The fair value of our debt and classification in the fair value hierarchy was as follows:
(In millions)
Fair Value
Level 1
Level 2
December 31, 2024
$ 
3,541 $ 
2,223 $ 
1,318 
December 31, 2023
 
3,583  
2,235  
1,348 
We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing 
models or quoted prices of securities with similar characteristics. The fair value of the asset financing arrangements 
approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at 
par without penalty, and the remaining life of the debt is short-term in nature.
Our principal payment obligations on debt (excluding finance leases and asset financing) for the next five years and 
thereafter was as follows:
(In millions)
2025
2026
2027
2028
2029
Thereafter
Principal payments on debt
$ 
— $ 
— $ 
1 $ 
1,530 $ 
— $ 
1,736 
ABL Facility
In 2015, we entered into the ABL Facility which provided commitments of up to $1.0 billion with a maturity date of 
October 30, 2020. This facility was subsequently amended to adjust the amount of the commitment and to extend the 
maturity date to April 30, 2024.
In connection with the spin-off of RXO, effective November 4, 2022, the commitments under the facility were 
reduced from $1.0 billion to $600 million. There were no other significant changes made to the terms of the facility 
at that time. In February 2023, we amended the facility to extend the maturity date to April 30, 2026, among other 
changes. The aggregate commitment of all lenders under the amended ABL Facility remains $600 million.
Our availability under the ABL Facility is equal to the borrowing base less advances and outstanding letters of 
credit. Our borrowing base includes a fixed percentage of: (i) our eligible U.S. and Canadian accounts receivable; 
plus (ii) any of our eligible U.S. and Canadian rolling stock and equipment. A maximum of 30% of our borrowing 
base can be equipment and rolling stock in the aggregate. As of December 31, 2024, our borrowing base under the 
76

ABL facility was $512 million and our availability was $511 million after considering outstanding letters of credit of 
less than $1 million. As of December 31, 2024, we were in compliance with the ABL Facility’s financial covenants.
Our loans under the ABL Facility bear interest at a rate equal to: SOFR or base rate plus (i) an applicable margin of 
1.25% to 1.50% for SOFR loans or (ii) 0.25% to 0.50%, for base rate loans. 
The ABL Facility is secured on a first lien basis by the assets of the credit parties as priority collateral and on a 
second lien basis by certain other assets. The priority collateral consists primarily of our U.S. and Canadian accounts 
receivable and any of our U.S. and Canadian rolling stock and equipment included in our borrowing base. The ABL 
Facility contains representations and warranties, affirmative and negative covenants, and events of default customary 
for agreements of this nature.
The covenants in the ABL Facility can limit our ability to incur indebtedness; grant liens; engage in certain mergers, 
consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into 
certain transactions with affiliates. We may also be required to maintain a Fixed Charge Coverage Ratio (as defined 
in the ABL Facility) of not less than 1.00 if availability under the ABL Facility is below certain thresholds. As of 
December 31, 2024, we were compliant with this financial covenant.
Letters of Credit Facility
In 2020, we entered into a $200 million uncommitted secured evergreen letter of credit facility. The letter of credit 
facility had an initial one-year term, which automatically renews with one-year terms until the letter of credit facility 
terminates. As of December 31, 2024, we have $137 million in aggregate face amount of letters of credit outstanding 
under the facility. 
Term Loan Facility
In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $1.6 billion, which 
was subsequently amended to increase the principal balance to $2.0 billion and to extend the maturity date to 
February 2025 (the “Existing Term Loan Facility”).
In May 2023, we amended the Term Loan Credit Agreement to obtain $700 million of new term loans (the “New 
Term Loan Facility”) having substantially similar terms as the Existing Term Loan Facility, except with respect to 
maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and 
certain other provisions. The New Term Loan Facility was issued at 99.5% of the face amount and will mature on 
May 24, 2028.
In the same period, we used net proceeds from the New Term Loan Facility, the Senior Secured Notes due 2028 and 
the Senior Notes due 2031, as described below, together with cash on hand, to repay $2.0 billion of outstanding 
principal under the Existing Term Loan Facility, which was scheduled to mature in 2025, and to pay related fees, 
expenses and accrued interest. We recorded a debt extinguishment loss of $23 million in 2023 due to this repayment.
In December 2023, we entered into an incremental amendment to the Term Loan Credit Agreement to obtain 
$400 million of incremental term loans (the “Incremental Term Loans”). The Incremental Term Loans were issued 
under the Term Loan Credit Agreement, having substantially similar terms as the New Term Loan Facility, except 
with respect to maturity date, issue price, prepayment premiums in connection with certain voluntary prepayments 
and certain other provisions. The Incremental Term Loans were issued at par and will mature on February 1, 2031.
Both the New Term Loan Facility and Incremental Term Loans bear interest at a rate per annum equal to, at our 
option, either (a) a Term SOFR rate (subject to a 0.00% floor) or (b) a base rate (subject to a 0.00% floor), in each 
case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The weighted average 
interest rate of our term loans was approximately 6.53% as of December 31, 2024.
We must prepay an aggregate principal amount of the term loan facility equal to (a) 50% of any Excess Cash Flow, 
as defined in the agreement, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments 
of loans during the fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other 
revolving credit facilities during the fiscal year if accompanied by a corresponding permanent reduction in the 
77

commitments under the credit agreement or any other revolving credit facilities in the case of each of the 
immediately preceding clauses (i) and (ii), if such prepayments are funded with internally generated cash flow, as 
defined in the agreement. If our Consolidated Secured Net Leverage Ratio, as defined in the agreement, for the fiscal 
year was less than or equal to 3.00:1.00 and greater than 2.50:1.00, the Excess Cash Flow percentage will be 25%. If 
our Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50:1.00, the Excess Cash 
Flow percentage will be 0%. The remaining principal is due at maturity. As of December 31, 2024, our Consolidated 
Secured Net Leverage Ratio was less than 2.50:1.00, and no excess cash payment was required.
Senior Notes
In December 2023, we completed the private placement of $585 million aggregate principal amount of senior notes 
due 2032 (the “Senior Notes due 2032”), which mature on February 1, 2032 and bear interest at a rate of 7.125% per 
annum. Interest is payable semi-annually in cash in arrears, and commenced August 1, 2024. These notes were 
issued at par.
In the same period, we used net proceeds from the Incremental Term Loans and the Senior Notes due 2032, together 
with cash on hand, to finance the Yellow Asset Acquisition, to repay in full the $112 million aggregate principal 
amount outstanding of our 6.25% Senior Notes due 2025 (the “Senior Notes due 2025”), and to pay related fees, 
expenses and accrued interest. The redemption price for the Senior Notes due 2025 was 101.563% of the principal 
amount plus accrued and unpaid interest. We recorded a debt extinguishment loss of $2 million due to this 
redemption.
In May 2023, we completed private placements of $830 million aggregate principal amount of senior secured notes 
due 2028 (the “Senior Secured Notes due 2028”) and $450 million aggregate principal amount of senior notes due 
2031 (the “Senior Notes due 2031”). The Senior Secured Notes due 2028 mature on June 1, 2028 and bear interest at 
a rate of 6.25% per annum. The Senior Notes due 2031 mature on June 1, 2031 and bear interest at a rate of 7.125%
per annum. Interest is payable semi-annually in cash in arrears and commenced December 1, 2023. These notes were 
issued at par and were used to repay our Existing Term Loan Facility as described above.
In November 2022, we repurchased $408 million of the then $520 million outstanding Senior Notes due 2025 in a 
cash tender offer. Holders of the Senior Notes due 2025 received total consideration of $1,022.50 per $1,000.00 
principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest. We paid for the 
tender using cash received from RXO in connection with its spin-off. We recorded a debt extinguishment loss of 
$13 million due to this repurchase in the fourth quarter of 2022.
In April 2022, we redeemed $630 million of the then $1.15 billion outstanding principal amount of the Senior Notes 
due 2025. The redemption price for the notes was 100% of the principal amount plus a premium, as defined in the 
indenture, of approximately $21 million and accrued and unpaid interest. We paid for the redemption using available 
liquidity. We recorded a debt extinguishment loss of $26 million due to this redemption in 2022.
The senior notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than 
certain excluded subsidiaries) that are obligors under, or guarantee obligations under, our existing secured ABL 
Facility or the Term Loan Credit Agreement (or certain replacements thereof) or guarantee certain of our other 
indebtedness.
The Senior Secured Notes due 2028 and the guarantees thereof are secured by substantially all of our assets and our 
guarantors equally and ratably with the indebtedness under the Term Loan Credit Agreement (subject to permitted 
liens and certain other exceptions). All other senior notes and the guarantees thereof are unsecured, unsubordinated 
indebtedness for us and our guarantors.
The senior notes contain covenants and events of default customary for notes of this nature. If the Senior Secured 
Notes due 2028 and the Company are each assigned investment grade ratings from at least two of the major rating 
agencies and no default has occurred, then certain covenant requirements will permanently cease to be in effect, and 
the collateral, security interests, and guarantees securing the Senior Secured Notes due 2028 will automatically be 
released.
78

Senior Debentures
In conjunction with a 2015 acquisition, we assumed 6.70% Senior Debentures due 2034 (the “Senior Debentures”) 
with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in 
cash in arrears, and mature on May 1, 2034. Including amortization of the fair value adjustment recorded on the 
acquisition date, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 
10.96%.
13. Employee Benefit Plans
Defined Benefit Pension Plans
We sponsor both funded and unfunded defined benefit pension plans for some employees in the U.S. These pension 
plans include qualified plans that are eligible for beneficial treatment under the Internal Revenue Code and non-
qualified plans that provide additional benefits for employees who are impacted by limitations on compensation 
eligible for benefits available under the qualified plans. We also maintain a defined benefit pension plan for one of 
our foreign subsidiaries that is excluded from the disclosures below due to immateriality.
We measure defined benefit pension plan obligations based on the present value of projected future benefit 
payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits 
attributed to service to date, assuming that the plan continues in effect and that estimated future events (including 
turnover and mortality) occur. We determine the net periodic benefit costs using assumptions regarding the projected 
benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit costs are 
recorded in Other income on our Consolidated Statements of Income. We calculate the funded status of the defined 
benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of 
plan assets, on a plan-by-plan basis.
Funded Status of Defined Benefit Pension Plans
The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows: 
(In millions)
2024
2023
Projected benefit obligation at beginning of year
$ 
1,466 
$ 
1,424 
Interest cost
 
72 
 
74 
Plan amendment
 
(3)  
— 
Actuarial (gain) loss
 
(59)  
65 
Benefits paid
 
(137)  
(97) 
Projected benefit obligation at end of year
$ 
1,338 
$ 
1,466 
The actuarial gain in 2024 was a result of assumption changes, including an increase in the discount rate and other 
assumptions for plan participants. The actuarial loss in 2023 was a result of assumption changes, including a 
decrease in the discount rate and other changes to assumptions for plan participants.
The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows:
(In millions)
2024
2023
Fair value of plan assets at beginning of year
$ 
1,507 
$ 
1,475 
Actual return on plan assets
 
17 
 
124 
Employer contributions to non-qualified plans
 
5 
 
5 
Benefits paid
 
(137)  
(97) 
Fair value of plan assets at end of year
$ 
1,392 
$ 
1,507 
79

The funded status of the plans as of December 31 was as follows:
(In millions)
2024
2023
Funded status at end of year
$ 
54 
$ 
41 
Amount recognized in balance sheet:
Long-term assets
$ 
104 
$ 
95 
Current liabilities
 
(5)  
(5) 
Long-term liabilities
 
(45)  
(49) 
Net pension asset recognized
$ 
54 
$ 
41 
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation (1)
$ 
50 
$ 
54 
(1) 
Relates to our non-qualified plans which are unfunded.
The funded status of our qualified plans and non-qualified plans was $104 million and $(50) million, respectively, as 
of December 31, 2024. 
The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was 
$195 million and $174 million as of December 31, 2024 and 2023, respectively. 
The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended 
December 31 was as follows:
(In millions)
2024
2023
2022
Net periodic benefit income:
Interest cost
$ 
72 
$ 
74 
$ 
45 
Expected return on plan assets
 
(98)  
(92)  
(106) 
Amortization of actuarial loss
 
1 
 
— 
 
1 
Net periodic benefit income
$ 
(25) $ 
(18) $ 
(60) 
Amounts recognized in Other comprehensive income (loss):
Actuarial loss
$ 
23 
$ 
32 
$ 
99 
Prior-service cost
 
(3)  
— 
 
— 
Amortization of actuarial loss
 
(1)  
— 
 
— 
Loss recognized in Other comprehensive income (loss)
$ 
19 
$ 
32 
$ 
99 
The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the 
year ended December 31 were as follows:
Qualified Plans
Non-Qualified Plans
2024
2023
2022
2024
2023
2022
Discount rate - net periodic benefit costs
 5.08 %
 5.36 %
2.43%
5.02% - 5.05%
5.26% - 5.33%
1.70% - 2.23%
Discount rate - benefit obligations
 5.63 %
 5.15 %
5.42%
5.21% - 5.55%
4.98% - 5.12%
5.29% - 5.42%
Expected long-term rate of return on plan 
assets
 6.75 %
 6.40 %
5.40%
No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals.
We use a full yield curve approach to estimate the interest cost component of net periodic benefit cost by applying 
specific spot rates along the yield curve used to determine the benefit obligation to each of the underlying projected 
cash flows based on time until payment. 
80

Expected benefit payments for the defined benefit pension plans for the years ended December 31 are summarized 
below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these 
estimates.
(In millions)
2025
2026
2027
2028
2029
2030-2034
Expected benefit payments
$ 
110 
$ 
109 
$ 
109 
$ 
109 
$ 
108 
$ 
521 
Plan Assets
We manage the assets in the U.S. plans using a long-term liability-driven investment strategy that seeks to mitigate 
the funded status volatility by increasing participation in fixed income investments as the plan’s funded status 
increases. We developed this strategy by analyzing a variety of diversified asset-class combinations with the 
projected liabilities.
Our current investment strategy is to achieve an investment mix of approximately 90% in fixed income securities 
and 10% of investments in equity securities. The fixed income allocation consists primarily of domestic fixed 
income securities and targets to hedge approximately 100% of projected liabilities. The target allocations for equity 
securities includes approximately 50% in U.S. equities and approximately 50% in non-U.S. equities. Investments in 
equity and fixed income securities consist of individual securities held in managed separate accounts and 
commingled investment funds. Generally, our investment strategy does not include an allocation to cash and cash 
equivalents, but a cash allocation may arise periodically in response to timing considerations regarding 
contributions, investments, and the payment of benefits and eligible plan expenses. We periodically evaluate our 
defined benefit plans’ asset portfolios for significant concentrations of risk. Types of investment concentration risks 
that are evaluated include concentrations in a single issuer, specific security, asset class, credit rating, duration, 
industry/sector, currency, foreign country or individual fund manager. As of December 31, 2024, our defined benefit 
plan assets had no significant concentrations of risk.
Our investment policy does not allow investment managers to use market-timing strategies or financial derivative 
instruments for speculative purposes but financial derivative instruments are used to manage risk and achieve stated 
investment objectives for duration, yield curve, credit, foreign exchange and equity exposures. Generally, our 
investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or 
other options, except when acquired as a result of the purchase of another security, or in the case of options, when 
sold as part of a covered position.
The assumption of 6.75% for the overall expected long-term rate of return on plan assets in 2024 was developed 
using asset allocation and return expectations. The return expectations are created using long-term historical and 
expected returns for the various asset classes and current market expectations for inflation, interest rates and 
economic growth.
81

The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2024
and 2023, and the percentage that each asset category comprises of total plan assets were as follows:
(Dollars in millions)
Level 1
Level 2
Not Subject 
to Leveling (1)
Total
Percentage 
of Plan 
Assets
December 31, 2024
Cash and cash equivalents
$ 
20 $ 
— $ 
— $ 
20 
 1.4 %
Equity:
U.S. large companies
 
—  
56  
—  
56 
 4.0 %
U.S. small companies
 
—  
14  
—  
14 
 1.0 %
International
 
20  
27  
7  
54 
 3.9 %
Fixed income securities
 
279  
956  
6  
1,241 
 89.1 %
Derivatives
 
—  
8  
—  
8 
 0.6 %
Total plan assets
$ 
319 $ 
1,059 $ 
14 $ 
1,392 
 100.0 %
December 31, 2023
Cash and cash equivalents
$ 
— $ 
— $ 
36 $ 
36 
 2.4 %
Equity:
U.S. large companies
 
—  
56  
—  
56 
 3.7 %
U.S. small companies
 
—  
—  
15  
15 
 1.0 %
International
 
21  
29  
7  
57 
 3.8 %
Fixed income securities
 
284  
1,039  
22  
1,345 
 89.2 %
Derivatives
 
—  
(2)  
—  
(2) 
 (0.1) %
Total plan assets
$ 
305 $ 
1,122 $ 
80 $ 
1,507 
 100.0 %
(1) 
Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified 
in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value 
hierarchy to the amounts presented for the total defined benefit pension plan assets.
For the periods ended December 31, 2024 and 2023, we had no investments held in the pension plans within Level 3 
of the fair value hierarchy. Our common stock was not a plan asset as of December 31, 2024 or 2023. The non-
qualified plans are unfunded.
Funding
Our funding practice is to evaluate our tax and cash position, and the funded status of our plans, in determining our 
planned contributions. We estimate that we will contribute $5 million to our non-qualified plans in 2025 but this 
could change based on variations in interest rates, asset returns and other factors.
Defined Contribution Retirement Plans
Our costs for defined contribution retirement plans were $58 million, $55 million and $52 million for the years 
ended December 31, 2024, 2023 and 2022, respectively.
Postretirement Medical Plan
We provide health benefits through a postretirement medical plan for eligible employees hired before 1993 (the 
“Postretirement Plan”).
82

Funded Status of Postretirement Medical Plan
The reconciliation of the changes in the plan’s benefit obligation and the determination of the amounts recognized 
on our Consolidated Balance Sheets were as follows:
As of December 31,
(In millions)
2024
2023
Projected benefit obligation at beginning of year
$ 
28 
$ 
30 
Interest cost on projected benefit obligation
 
1 
 
2 
Actuarial gain
 
(1) 
 
(1) 
Participant contributions
 
1 
 
1 
Benefits paid
 
(3) 
 
(4) 
Projected and accumulated benefit obligation at end of year
$ 
26 
$ 
28 
Funded status of the plan
$ 
(26) 
$ 
(28) 
Amounts recognized in the balance sheet consist of:
Current liabilities
$ 
(3) 
$ 
(3) 
Long-term liabilities
 
(23) 
 
(25) 
Net amount recognized
$ 
(26) 
$ 
(28) 
Discount rate assumption as of December 31
 5.54 %
 5.11 %
The amount included in AOCI that has not yet been recognized in net periodic benefit income (expense) was 
$7 million and the net periodic benefit expense was less than $1 million for the Postretirement Plan for the year 
ended December 31, 2024. The amount included in AOCI that has not yet been recognized in net periodic benefit 
income (expense) was $6 million and the net periodic benefit expense was less than $1 million for the Postretirement 
Plan for the year ended December 31, 2023. The discount rates assumptions used to calculate the interest cost were 
5.04% - 5.10%, 5.32% - 5.41% and 2.14% - 2.79% for the years ended December 31, 2024, 2023 and 2022, 
respectively.
Expected benefit payments, which reflect expected future service, as appropriate, for the years ended December 31 
are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may 
vary from these estimates.
(In millions)
2025
2026
2027
2028
2029
2030-2034
Expected benefit payments
$ 
3 
$ 
3 
$ 
3 
$ 
3 
$ 
2 
$ 
10 
14. Stockholders’ Equity
Share Repurchases
In February 2019, our Board of Directors authorized repurchases of up to $1.5 billion of our common stock. Our 
share repurchase authorization permits us to purchase shares in both the open market and in private transactions, 
with the timing and number of shares dependent on a variety of factors, including price, general business conditions, 
market conditions, alternative investment opportunities and funding considerations. We are not obligated to 
repurchase any specific number of shares and may suspend or discontinue the program at any time.
There were no share repurchases in 2024, 2023 or 2022. Our remaining share repurchase authorization as of 
December 31, 2024 is $503 million. 
83

15. Stock-Based Compensation
We grant various types of stock-based compensation awards to directors, officers and key employees under our 2016 
incentive plan. These awards have included stock options, restricted stock, restricted stock units, performance-based 
units, cash incentive awards and other equity-related awards (collectively, “Awards”).
The 2016 incentive plan authorizes the issuance of up to 11.4 million shares of our common stock as Awards. Shares 
awarded may consist of authorized and unissued shares or treasury shares. The 2016 incentive plan will terminate on 
May 18, 2032, unless terminated earlier by our Board of Directors. As of December 31, 2024, approximately 3.2 
million shares of our common stock were available for the grant of Awards under the 2016 incentive plan.
Our stock-based compensation expense is recorded in Salaries, wages and employee benefits or Transaction and 
integration costs on our Consolidated Statements of Income:
Years ended December 31,
(In millions)
2024
2023
2022
Restricted stock and restricted stock units
$ 
55 $ 
52 $ 
42 
Performance-based restricted stock units
 
32  
26  
35 
Total stock-based compensation expense
$ 
87 $ 
78 $ 
77 
Tax benefit on stock-based compensation
$ 
(13) $ 
(1) $ 
(1) 
Restricted Stock Units and Performance-Based Restricted Stock Units
We grant RSUs and PSUs to our key employees, officers and directors with various vesting requirements. RSUs 
generally vest based on the passage of time (service conditions) and PSUs generally vest based on the achievement 
of our financial targets (performance conditions). PSUs may also be subject to stock price (market conditions), 
employment and other non-financial conditions. The holders of the RSUs and PSUs do not have the rights of a 
stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards.
The number of RSUs and PSUs vested includes shares of our common stock that we withheld on behalf of our 
employees to satisfy the minimum tax withholdings. 
We estimate the fair value of PSUs subject to market-based vesting conditions using a Monte Carlo simulation 
lattice model, utilizing several key assumptions, including expected Company and peer company share price 
volatility, correlation coefficients between peers and the Company, the risk-free rate of return and other award 
design features. For 2024 PSU grants, we assumed share price volatility of 46.47% and a risk-free rate of return of 
4.27%. 
A summary of RSU and PSU award activity for the year ended December 31, 2024 is presented below:
RSUs
PSUs
Number of 
RSUs
Weighted-Average 
Grant Date Fair Value
Number of 
PSUs
Weighted-Average 
Grant Date Fair Value
Outstanding as of December 31, 2023 (1)
 2,609,449 $ 
35.15  1,218,528 $ 
42.75 
Granted
 
217,096  
117.94  
229,978  
117.81 
Vested
 (1,914,623)  
34.03  
(26,069)  
44.43 
Forfeited and canceled
 
(65,244)  
45.74  
(18,001)  
61.50 
Outstanding as of December 31, 2024 (1)
 
846,678 $ 
58.10  1,404,436 $ 
54.77 
(1) 
With respect to our PSUs, the outstanding balance reflects the number of shares to be issued based on the performance target. The 
actual number of shares ultimately issued will generally be reflected within the table upon vesting and depends on the final 
performance achieved, generally ranging from 0% to 200% of target.
84

The weighted-average grant date fair value of RSUs granted during the years 2024, 2023 and 2022 was $117.94, 
$38.65 and $39.07, respectively. The weighted-average grant date fair value of PSUs granted during the years 2024, 
2023 and 2022 was $117.81, $44.07 and $57.67, respectively.
The total fair value of RSUs that vested during 2024, 2023 and 2022 was $244 million, $23 million and $46 million, 
respectively. All of the outstanding RSUs as of December 31, 2024 vest subject to service conditions.
The total fair value of PSUs that vested during 2024, 2023 and 2022 was $3 million, $27 million and $8 million, 
respectively. Of the outstanding PSUs as of December 31, 2024, 163,222 vest subject to service and performance 
conditions, 1,102,850 vest subject to service and a combination of market and performance conditions and 138,364
vest subject to service and market conditions.
As of December 31, 2024, unrecognized compensation cost related to non-vested RSUs and PSUs of $82 million is 
anticipated to be recognized over a weighted-average period of approximately 1.94 years.
Employee Stock Purchase Plan
During the first quarter of 2023, the Compensation and Human Capital Committee of the Board of Directors 
approved the suspension of our previous employee stock purchase plan, effective after the completion of the March 
2023 offering period. There was no stock-based compensation expense recognized under this plan as it was non-
compensatory. 
During 2024, the Compensation and Human Capital Committee of the Board of Directors approved the 
reinstatement of our employee stock purchase plan, with the first offering period commencing on December 1, 2024. 
Our current employee stock purchase plan offers eligible employees, excluding our executive officers and directors, 
the right to purchase our common stock using up to 10% of each employee’s compensation. Shares are purchased at 
10% below fair market value on the last trading day of each six-month offering period. The plan authorized the 
purchase of up to five million shares of our common stock, which is incremental to the shares authorized under the 
2016 incentive plan as discussed above. The plan will terminate in October 2027, unless terminated earlier by our 
Board of Directors. We recognize stock-based compensation expense related to the plan over the offering period as 
the plan is compensatory. The amount recognized during 2024 was not material. At December 31, 2024, 
approximately four million shares of our common stock were available for purchase under the plan.
16. Income Taxes
Income (loss) from continuing operations before taxes related to our U.S. and foreign operations was as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
U.S.
$ 
486 $ 
286 $ 
303 
Foreign
 
(13)  
(26)  
(45) 
Income from continuing operations before income tax provision
$ 
473 $ 
260 $ 
258 
85

The income tax provision is comprised of the following:
Years Ended December 31,
(In millions)
2024
2023
2022
Current:
U.S. Federal
$ 
8 $ 
25 $ 
(17) 
State
 
6  
6  
2 
Foreign
 
15  
6  
9 
Total current income tax provision (benefit)
$ 
29 $ 
37 $ 
(6) 
Deferred:
U.S. Federal
$ 
56 $ 
38 $ 
80 
State
 
7  
3  
5 
Foreign
 
(6)  
(10)  
(5) 
Total deferred income tax provision
 
57  
31  
80 
Total income tax provision
$ 
86 $ 
68 $ 
74 
During the second quarter of 2024, the Company executed a legal entity reorganization in our European 
Transportation business that resulted in a one-time tax benefit of $41 million in 2024.
The effective tax rate reconciliations were as follows:
Years Ended December 31,
2024
2023
2022
U.S. federal statutory tax rate
 21.0 %
 21.0 %
 21.0 %
State taxes, net of U.S. federal benefit
 2.7 
 1.6 
 1.8 
Foreign operations (1)
 (0.6) 
 (1.1) 
 (2.8) 
Contribution- and margin-based taxes
 0.4 
 0.8 
 1.6 
Losses for which no tax benefit can be recognized
 1.8 
 — 
 — 
Changes in uncertain tax positions
 0.1 
 (1.1) 
 (0.1) 
Non-deductible compensation
 3.4 
 5.6 
 3.8 
Provision to return adjustments
 (0.4) 
 (0.3) 
 (2.0) 
Effect of law changes
 — 
 — 
 0.1 
Stock-based compensation
 (1.1) 
 0.1 
 (0.3) 
Benefit from legal entity reorganization 
 (8.6) 
 — 
 — 
Non-deductible goodwill impairment charge
 — 
 — 
 5.2 
Other
 (0.6) 
 (0.6) 
 0.3 
Effective tax rate
 18.1 %
 26.0 %
 28.6 %
(1) 
Foreign operations include the cost of inclusion of foreign income in the U.S. net of foreign taxes, the impact of foreign tax rate 
differences from the U.S. Federal rate and permanent items related to foreign operations.
86

Components of the Net Deferred Tax Asset or Liability
The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred 
tax liability were as follows:
Years Ended December 31,
(In millions)
2024
2023
Deferred tax asset
Net operating loss and other tax attribute carryforwards
$ 
33 $ 
29 
Accrued expenses
 
75  
65 
Pension and other retirement obligations
 
—  
6 
Other
 
24  
31 
Total deferred tax asset
 
132  
131 
Valuation allowance
 
(26)  
(18) 
Total deferred tax asset, net
 
106  
113 
Deferred tax liability
Intangible assets
 
(80)  
(97) 
Property and equipment
 
(384)  
(309) 
Other
 
(25)  
(29) 
Total deferred tax liability
 
(489)  
(435) 
Net deferred tax liability
$ 
(382) $ 
(322) 
The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows:
December 31,
(In millions)
2024
2023
Other long-term assets
$ 
11 $ 
15 
Deferred tax liability
 
(393)  
(337) 
Net deferred tax liability
$ 
(382) $ 
(322) 
Operating Loss and Tax Credit Carryforwards
Our operating loss and tax credit carryforwards were as follows:
December 31,
(In millions)
Expiration Date
2024
2023
Tax effect (before federal benefit) of state net operating 
losses
Various times 
starting in 2025 (1)
$ 
5 $ 
6 
State tax credit carryforward
Various times 
starting in 2025 (1)
 
1  
1 
Foreign net operating losses available to offset future 
taxable income
Various times 
starting in 2025 (1)
 
109  
90 
(1) 
Some credits and losses have unlimited carryforward periods.
Valuation Allowance
We established a valuation allowance for some of our deferred tax assets as it is more likely than not that these 
assets will not be realized in the foreseeable future. We concluded that the remaining deferred tax assets will more 
likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these 
assets.
87

The balances and activity related to our valuation allowance were as follows:
(In millions)
Beginning 
Balance
Additions
Reductions
Ending Balance
Year Ended December 31, 2024
$ 
18 $ 
9 $ 
(1) $ 
26 
Year Ended December 31, 2023
 
35  
1  
(18)  
18 
Year Ended December 31, 2022
 
35  
1  
(1)  
35 
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
(In millions)
2024
2023
2022
Beginning balance
$ 
4 $ 
6 $ 
7 
Additions for tax positions of prior years
 
—  
2  
1 
Reductions for tax positions of prior years
 
—  
—  
(1) 
Settlements with tax authorities
 
(1)  
—  
— 
Reductions due to the statute of limitations
 
—  
(4)  
(1) 
Ending balance
$ 
3 $ 
4 $ 
6 
Interest and penalties
 
2  
2  
3 
Gross unrecognized tax benefits
$ 
5 $ 
6 $ 
9 
Total unrecognized tax benefits that, if recognized, would impact 
the effective income tax rate as of the end of the year
$ 
5 $ 
6 $ 
6 
We could reflect a reduction to unrecognized tax benefits of up to $1 million over the next 12 months due to the 
statute of limitations lapsing on positions or because tax positions are sustained on audit.
We are subject to taxation in the United States and various state and foreign jurisdictions. As of December 31, 2024, 
we have one tax year under examination by the IRS. We have various U.S. state and local examinations and non-
U.S. examinations in process. The U.S. federal tax returns after 2020, state and local returns after 2017, and non-
U.S. returns after 2015 are open under relevant statutes of limitations and are subject to audit.
17. Earnings (Loss) Per Share
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common 
shares outstanding for the period. Diluted EPS is computed on the basis of the weighted-average number of shares of 
common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury 
stock method. Dilutive potential common shares include unvested stock-based compensation awards.
88

The computations of basic and diluted earnings per share were as follows:
Years Ended December 31,
(In millions, except per share data)
2024
2023
2022
Net income from continuing operations
$ 
387 $ 
192 $ 
184 
Net income (loss) from discontinued operations
 
—  
(3)  
482 
Net income
$ 
387 $ 
189 $ 
666 
Basic weighted-average common shares
 
116  
116  
115 
Dilutive effect of stock-based awards
 
4  
2  
1 
Diluted weighted-average common shares
 
120  
118  
116 
Basic earnings from continuing operations per share
$ 
3.33 $ 
1.66 $ 
1.60 
Basic earnings (loss) from discontinued operations per share
 
—  
(0.02)  
4.19 
Basic earnings per share
$ 
3.33 $ 
1.64 $ 
5.79 
Diluted earnings from continuing operations per share
$ 
3.23 $ 
1.62 $ 
1.59 
Diluted earnings (loss) from discontinued operations per share
 
—  
(0.02)  
4.17 
Diluted earnings per share
$ 
3.23 $ 
1.60 $ 
5.76 
18. Commitments and Contingencies
We are involved, and expect to continue to be involved, in numerous proceedings arising out of the conduct of our 
business. These proceedings may include claims for property damage or personal injury incurred in connection with 
the transportation of freight, cargo damage or loss, environmental liability, commercial disputes, insurance coverage 
disputes and employment-related claims, including claims involving asserted breaches of employee restrictive 
covenants.
We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and 
the amount of the loss can be reasonably estimated. We review and adjust accruals for loss contingencies quarterly 
and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an 
exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility 
that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional 
loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an 
estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can 
be considered reasonably possible or probable is based on our assessment, together with legal counsel, regarding the 
ultimate outcome of the matter.
We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and 
reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party 
will have a material adverse effect on our results of operations, financial condition or cash flows. However, the 
results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these 
matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal 
costs incurred related to these matters are expensed as incurred.
We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims 
arising in the normal course of conducting our operations as a transportation company. In the event we are required 
to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of 
operations or cash flows could be negatively impacted.
89

Insurance Contribution Litigation
In April 2012, Allianz Global Risks US Insurance Company sued eighteen insurance companies in a case captioned 
Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court 
(Case No. 1204-04552). Allianz Global Risks US Ins. Co. (“Allianz”) sought contribution on environmental and 
product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North 
America (“DTNA”). Defendants had insured Freightliner’s assets, which DTNA acquired in 1981. Con-way, 
Freightliner’s former parent company, intervened. We acquired Con-way in 2015. Con-way and Freightliner had 
self-insured under fronting agreements with defendant insurers ACE, Westport, and General. Under those 
agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. 
Con-way’s captive insurer, Centron, was also a named defendant. After a seven-week jury trial in 2014, the jury 
found that Con-way and the fronting insurers never intended that the insurers defend or indemnify any claims 
against Freightliner. In June 2015, Allianz appealed to the Oregon Court of Appeals. In May 2019, the Oregon Court 
of Appeals upheld the jury verdict. In September 2019, Allianz appealed to the Oregon Supreme Court. In March 
2021, the Oregon Supreme Court reversed the jury verdict, holding that it was an error to allow the jury to decide 
how the parties intended the fronting policies to operate, and also holding that the trial court improperly instructed 
the jury concerning one of the pollution exclusions at issue. In July 2021, the matter was remanded to the trial court 
for further proceedings consistent with the Oregon Supreme Court’s decision. In June 2023, the trial court decided 
the parties’ cross-motions for summary judgment, leaving open the pollution exclusion and allocation issues. The 
trial on the pollution exclusion issue took place in October 2024 where the jury issued a favorable verdict for the 
Company, finding that the pollution exclusion applied to the General policy over several years for which Allianz 
seeks contribution. The trial on allocation of defense and indemnity costs among the applicable insurance policies is 
to take place in early 2025. We have accrued an immaterial amount for the potential exposure associated with 
ultimate allocation to the relevant policies; however, any losses that may arise in connection with the fronting 
policies issued by defendant insurers ACE, Westport, and General are not reasonably estimable at this time.
California Environmental Matters
In August 2022, the Company received a letter from the San Bernardino County District Attorney’s Office (the 
“County”), written in cooperation with certain other California District Attorneys and the Los Angeles City 
Attorney, notifying the Company of an investigation into alleged violations with respect to underground storage 
tanks, hazardous materials, and hazardous waste in California, and offering a meeting. Following meetings between 
the Company and County attorneys and the Los Angeles City Attorney and an assessment of the allegations and the 
underlying facts, the Company engaged in negotiations with the County and Los Angeles City Attorneys to address 
settlement of the alleged violations. The Company previously accrued for this matter, and it was resolved for 
$7.9 million in April 2024. 
90

ITEM 9. 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE
None.
ITEM 9A. 
CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) 
and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of 
our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities 
Exchange Act of 1934, as amended, as of December 31, 2024. Based on that evaluation, our CEO and CFO 
concluded that our disclosure controls and procedures were effective as of December 31, 2024, such that the 
information required to be included in our SEC reports is: (i) recorded, processed, summarized and reported within 
the time periods specified in SEC rules and forms relating to XPO, including our consolidated subsidiaries; and (ii) 
accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely 
decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, 
as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the 
supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation 
of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the 
framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring 
Organizations of the Treadway Commission. Based on our evaluation, we concluded that our internal control over 
financial reporting was effective as of December 31, 2024.
KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this 
Annual Report, has issued an audit report, which is included elsewhere within this Annual Report, on the 
effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the quarter ended 
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control 
over financial reporting.
ITEM 9B. 
OTHER INFORMATION
None.
ITEM 9C. 
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT 
INSPECTIONS.
Not applicable.
91

PART III
ITEM 10. 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 of Part III of Form 10-K (other than certain information required by Item 401 
of Regulation S-K with respect to our executive officers, which is provided under Item 1, “Business” of Part I of this 
Annual Report) will be set forth in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders and 
is incorporated herein by reference.
We have adopted a Code of Business Ethics (the “Code”), which is applicable to our principal executive officer, 
principal financial officer, principal accounting officer and other senior officers. The Code is available on our 
Investor Relations website at investors.xpo.com, under the heading “Corporate Governance Highlights”. In the event 
that we amend or waive any of the provisions of the Code that relate to any element of the code of ethics definition 
enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on our website at the web address 
specified above.
ITEM 11. 
EXECUTIVE COMPENSATION
The information required by Item 11 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2025
Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12.  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Part III of Form 10-K, including information regarding security ownership 
of certain beneficial owners and management and information regarding securities authorized for issuance under 
equity compensation plans, will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders 
and is incorporated herein by reference.
ITEM 13. 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 
INDEPENDENCE
The information required by Item 13 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2025
Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14. 
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Dallas, TX, Auditor ID: 185.
The information required by Item 14 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2025
Annual Meeting of Stockholders and is incorporated herein by reference.
92

PART IV
Item 15.  
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
The list of Consolidated Financial Statements provided in the Index to Consolidated Financial Statements is 
incorporated herein by reference. Such Consolidated Financial Statements are filed as part of this Annual Report. All 
financial statement schedules are omitted because the required information is not applicable, or because the 
information required is included in the Consolidated Financial Statements and notes thereto.
Exhibits
2.1
Investment Agreement, dated June 13, 2011, by and among Jacobs Private Equity, LLC (“JPE”), each 
of the other investors party thereto and the registrant (incorporated herein by reference to Exhibit 2.1 
to the registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2011).
2.2
Separation and Distribution Agreement, dated August 1, 2021, by and between the registrant and 
GXO Logistics, Inc. (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on August 3, 2021).
2.3
Separation and Distribution Agreement, dated October 31, 2022, by and between the registrant and 
RXO, Inc. (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 
8-K filed with the SEC on November 1, 2022).
2.4***
Asset Purchase Agreement by and among XPO, Inc., Yellow Corporation and certain subsidiaries of 
Yellow Corporation named therein, dated December 4, 2023 (incorporated herein by reference to 
Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 21, 
2023).
3.1
Amended and Restated Certificate of Incorporation of the registrant, dated May 17, 2005 
(incorporated herein by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K filed 
with the SEC on March 27, 2008).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated May 31, 2006 (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report 
on Form 8-K filed with the SEC on June 7, 2006).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated June 20, 2007 (incorporated herein by reference to Exhibit 3(i) to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on August 14, 2007).
3.4
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated September 1, 2011 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on September 6, 2011 (the “September 2011 Form 8-K”)).
3.5
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated May 20, 2015 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on May 21, 2015).
3.6
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated September 8, 2015 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on September 8, 2015).
3.7
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, 
dated December 15, 2022 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on December 19, 2022).
Exhibit
Number
Description
93

3.8
4th Amended and Restated Bylaws of the registrant, dated February 5, 2024 (incorporated herein by 
reference to Exhibit 3.8 to the registrant’s Annual Report on Form 10-K filed with the SEC on 
February 8, 2024).
4.1
Certificate of Designation of Series A Convertible Perpetual Preferred Stock of the registrant, dated 
September 2, 2011 (incorporated herein by reference to Exhibit 4.1 to the September 2011 Form 8-
K).
4.2
Registration Rights Agreement, dated September 2, 2011, by and among JPE, each of the other 
holders and designated secured lenders party thereto and the registrant (incorporated herein by 
reference to Exhibit 4.3 to the September 2011 Form 8-K).
4.3
Certificate of Designation of Series B Convertible Perpetual Preferred Stock of the registrant, dated 
September 16, 2014 (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current 
Report on Form 8-K filed with the SEC on September 18, 2014).
4.4
Certificate of Designation of Series C Convertible Perpetual Preferred Stock of the registrant, dated 
June 3, 2015 (incorporated herein by reference to Exhibit 4.2 to the registrant’s Amendment No. 1 to 
Current Report on Form 8-K/A filed with the SEC on June 26, 2015).
4.5
Description of Common Stock (incorporated herein by reference to Exhibit 4.5 to registrant’s Annual 
Report on Form 10-K filed with the SEC on February 8, 2024).
4.6
Indenture, dated May 24, 2023, by and among XPO, Inc., the guarantors party thereto from time to 
time and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent 
(incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed 
with the SEC on May 25, 2023).
4.7
Indenture, dated May 24, 2023, by and among XPO, Inc., the guarantors party thereto from time to 
time and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by 
reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 
25, 2023).
4.8
Indenture, dated as of December 13, 2023, by and among XPO, Inc., the guarantors party thereto 
from time to time and U.S. Bank Trust Company, National Association, as trustee and notes collateral 
agent (incorporated herein by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K 
filed with the SEC on December 13, 2023).
10.1 +
2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex A to the 
registrant’s definitive proxy statement on Schedule 14A filed with the SEC on November 21, 2016).
10.2 +
Amendment No. 1 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan 
(incorporated herein by reference to Annex B to the registrant’s definitive proxy statement on 
Schedule 14A filed with the SEC on April 22, 2019).
10.3 +
Amendment No. 2 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan 
(incorporated herein by reference to Annex B to the registrant’s definitive proxy statement on 
Schedule 14A filed with the SEC on April 21, 2020).
10.4 +
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive 
Compensation Plan) (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on May 10, 2022).
10.5 +
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive 
Compensation Plan) (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on May 10, 2022).
10.6 +
Amendment No. 3 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation (incorporated 
herein by reference to Annex B to the registrant’s definitive proxy statement on Schedule 14A filed 
with the SEC on April 18, 2022).
Exhibit
Number
Description
94

10.7 +
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive 
Compensation Plan) (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on November 2, 2022).
10.8 +
Restricted Stock Unit Award Agreement, dated November 1, 2022, between the registrant and Brad 
Jacobs (incorporated herein by reference to Exhibit 10.16 to the registrant’s Annual Report on Form 
10-K filed with the SEC on February 13, 2023).
10.9 +
Restricted Stock Unit Award Agreement, dated November 1, 2022, between the registrant and Mario 
Harik (incorporated herein by reference to Exhibit 10.17 to the registrant’s Annual Report on Form 
10-K filed with SEC on February 13, 2023).
10.10 +
Performance-Based Restricted Stock Unit Award Agreement, dated February 9, 2023, between the 
registrant and Brad Jacobs (incorporated herein by reference to Exhibit 10.18 to the registrant’s 
Annual Report on Form 10-K filed with the SEC on February 13, 2023).
10.11 +
Performance-Based Restricted Stock Unit Award Agreement, dated February 9, 2023, between the 
registrant and Mario Harik (incorporated herein by reference to Exhibit 10.19 to the registrant’s 
Annual Report on Form 10-K filed with the SEC on February 13, 2023).
10.12 +
Form of Time-Based Restricted Stock Unit Award Agreement for executive chairman and CEO 
(2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.3 to 
the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).
10.13 +
Form of Performance-Based Restricted Stock Unit Award Agreement for executive chairman and 
CEO (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.4 
to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).
10.14 +
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive 
Compensation Plan) (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on May 4, 2023).
10.15 +
Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan) 
(incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q 
filed with the SEC on October 30, 2023).
10.16 +
Restricted Stock Unit Award Agreement, dated April 21, 2023, between the registrant and David 
Bates (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 
10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).
10.17 +
Performance-Based Restricted Stock Unit Award Agreement, dated April 21, 2023, between the 
registrant and David Bates (2016 Omnibus Incentive Compensation Plan) (incorporated herein by 
reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
October 30, 2023).
10.18 +
Promotion Restricted Stock Unit Award Agreement, dated August 15, 2023, between the registrant 
and Kyle Wismans (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference 
to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 
2023).
10.19 +
Performance-Based Restricted Stock Unit Award Agreement, dated August 15, 2023, between the 
registrant and Kyle Wismans (2016 Omnibus Incentive Compensation Plan) (incorporated herein by 
reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
October 30, 2023).
10.20 +
XPO, Inc. Profit Sharing Incentive Plan, effective as of October 26, 2023 (incorporated herein by 
reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
October 30, 2023). 
10.21 +
Form of XPO, Inc. Profit Sharing Incentive Plan Award Agreement (incorporated herein by reference 
to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 
2023). 
Exhibit
Number
Description
95

10.22 +
Form of Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus 
Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.2 to the registrant’s 
Quarterly Report on Form 10-Q filed with the SEC on May 3, 2024).
10.23 +
Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan) 
(incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q 
filed with the SEC on May 3, 2024).
10.24 +
Form of Performance-Based Restricted Stock Unit Award Agreement for executive chairman and 
CEO (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.4 
to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2024).
10.25 +
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive 
Compensation Plan) (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly 
Report on Form 10-Q filed with the SEC on May 3, 2024).
10.26 +*
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2016 Omnibus 
Incentive Compensation Plan).
10.27 +
Employment Agreement, dated August 5, 2022, between the registrant and Mario A. Harik 
(incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q 
filed with the SEC on November 2, 2022).
10.28 +
Employment Agreement, dated September 13, 2022, between the registrant and Bradley S. Jacobs 
(incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed 
with the SEC on November 2, 2022).
10.29 +
Amendment to Employment Agreement, effective as of November 1, 2022, between the registrant 
and Bradley S. Jacobs (incorporated herein by reference to Exhibit 10.34 to the registrant’s Annual 
Report on Form 10-K filed with the SEC on February 13, 2023).
10.30 +
Offer Letter, dated February 14, 2023, between the registrant and Wendy Cassity (incorporated herein 
by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
May 4, 2023).
10.31 +
Change in Control and Severance Agreement, dated February 14, 2023, between the registrant and 
Wendy Cassity (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report 
on Form 10-Q filed with the SEC on May 4, 2023).
10.32 +
Offer Letter, dated April 17, 2023, between the registrant and David Bates (incorporated herein by 
reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
May 4, 2023).
10.33 +
Change in Control and Severance Agreement, dated April 17, 2023, between the registrant and David 
Bates (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 
10-Q filed with the SEC on May 4, 2023).
10.34 +
Offer Letter, dated July 19, 2023, between the registrant and Kyle Wismans (incorporated herein by 
reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
August 4, 2023).
10.35 +
Change in Control and Severance Agreement, dated July 19, 2023, between the registrant and Kyle 
Wismans (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on 
Form 10-Q filed with the SEC on August 4, 2023).
10.36
XPO, Inc. Employee Stock Purchase Plan, as amended and restated on October 29, 2024 
(incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q 
filed with the SEC on October 30, 2024).
Exhibit
Number
Description
96

10.37
Second Amended and Restated Revolving Loan Credit Agreement, dated October 30, 2015, by and 
among the registrant and certain subsidiaries signatory thereto, as borrowers, other credit parties 
signatory thereto, Morgan Stanley Senior Funding, Inc., as agent, and the Lenders from time to time 
party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on 
Form 8-K filed with the SEC on November 2, 2015).
10.38
Amendment No. 1 to Second Amended and Restated Revolving Loan Credit Agreement, dated 
July 19, 2017, by and among the registrant and certain subsidiaries signatory thereto, Morgan Stanley 
Senior Funding, Inc., as agent, and the Lenders party thereto (incorporated herein by reference to 
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2017).
10.39
Amendment No. 2 to Second Amended and Restated Revolving Loan Credit Agreement, dated 
March 22, 2018, by and among the registrant and certain subsidiaries signatory thereto, the lenders 
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein 
by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on 
May 7, 2018).
10.40
Amendment No. 3 to Second Amended and Restated Revolving Loan Credit Agreement, dated April 
30, 2019, by and among the registrant, certain subsidiaries signatory thereto, the lenders party thereto 
and Morgan Stanley Senior Funding, Inc., as agent (incorporated herein by reference to Exhibit 10.1 
to the registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2019).
10.41
Amendment No. 4 to Second Amended and Restated Revolving Loan Credit Agreement, dated April 
3, 2020, by and among the registrant, certain subsidiaries signatory thereto, the lenders party thereto 
and Morgan Stanley Senior Funding Inc., as agent. (incorporated herein by reference to Exhibit 10.1 
to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2020).
10.42
Amendment No. 5 to Second Amended and Restated Revolving Loan Credit Agreement, dated June 
29, 2020, by and among the registrant, certain subsidiaries signatory thereto, the lenders party thereto 
and Morgan Stanley Senior Funding Inc., as agent. (incorporated herein by reference to Exhibit 10.4 
to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2020).
10.43
Amendment No. 6 to Second Amended and Restated Revolving Loan Credit Agreement, dated July 
30, 2021, by and among the registrant and certain subsidiaries signatory thereto, the lenders party 
thereto and Morgan Stanley Senior Funding, Inc., as agent (incorporated herein by reference to 
Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2021).
10.44
Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement, dated 
February 6, 2023, by and among the registrant and certain subsidiaries signatory thereto, the lenders 
party thereto and Morgan Stanley Senior Funding, Inc., as agent (incorporated herein by reference to 
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2023).
10.45
Amendment No. 8 to Second Amended and Restated Revolving Loan Credit Agreement, dated July 
22, 2024, by and among the registrant and certain subsidiaries signatory thereto, the lenders party 
thereto and Morgan Stanley Senior Funding, Inc., as agent (incorporated herein by reference to 
Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 
2024).
10.46
Senior Secured Term Loan Credit Agreement, dated October 30, 2015, by and among the registrant, 
certain subsidiaries signatory thereto, Morgan Stanley Senior Funding, Inc., as agent, and the Lenders 
from time to time party thereto (incorporated herein by reference to Exhibit 10.2 to the registrant’s 
Current Report on Form 8-K filed with the SEC on November 2, 2015).
10.47
Incremental and Refinancing Amendment (Amendment No. 1 to Senior Secured Term Loan Credit 
Agreement), dated August 25, 2016, by and among the registrant, the subsidiaries signatory thereto, 
as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative 
agent (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-
K filed with the SEC on August 26, 2016).
Exhibit
Number
Description
97

10.48
Refinancing Amendment (Amendment No. 2 to Senior Secured Term Loan Credit Agreement), dated 
March 10, 2017, by and among the registrant, the subsidiaries signatory thereto, as guarantors, the 
lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated 
herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC 
on March 13, 2017).
10.49
Refinancing Amendment (Amendment No. 3 to Senior Secured Term Loan Credit Agreement), dated 
February 23, 2018, by and among the registrant and certain subsidiaries signatory thereto, the lenders 
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein 
by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on 
February 26, 2018).
10.50
Amendment No. 4 to Senior Secured Term Loan Credit Agreement, dated March 7, 2019, by and 
among the registrant and certain subsidiaries signatory thereto, the lenders party thereto and Morgan 
Stanley Senior Funding, Inc., as administrative agent (incorporated herein by reference to Exhibit 
10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).
10.51
Incremental Amendment (Amendment No. 5 to Senior Secured Term Loan Credit Agreement), dated 
March 18, 2019, by and among the registrant, the subsidiaries signatory thereto, as guarantors, the 
lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated 
herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC 
on March 18, 2019).
10.52
Refinancing Amendment (Amendment No. 6 to Senior Secured Term Loan Credit Agreement), dated 
March 3, 2021, by and among the registrant, the subsidiaries signatory thereto, as guarantors, the 
lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated 
herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC 
on March 3, 2021).
10.53
Amendment No. 7 to Senior Secured Term Loan Credit Agreement, dated June 10, 2022, by and 
among the registrant and certain subsidiaries signatory thereto, the lenders party thereto and Morgan 
Stanley Senior Funding, Inc., as administrative agent (incorporated herein by reference to Exhibit 
10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2022).
10.54
Refinancing Amendment (Amendment No. 8 to Senior Secured Term Loan Credit Agreement), dated 
May 24, 2023, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the lenders 
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein 
by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on 
May 25, 2023).
10.55
Refinancing Amendment (Amendment No. 9 to Senior Secured Term Loan Credit Agreement), dated 
December 13, 2023, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the 
lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated 
herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC 
on December 13, 2023).
10.56
Tax Matters Agreement, dated August 1, 2021, by and between the registrant and GXO Logistics, 
Inc. (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K 
filed with the SEC on August 3, 2021).
10.57
Employee Matters Agreement, dated August 1, 2021, by and between the registrant and GXO 
Logistics, Inc. (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on 
Form 8-K filed with the SEC on August 3, 2021).
10.58
Intellectual Property License Agreement, dated October 24, 2022, by and between the registrant and 
XPO NAT Solutions, LLC (incorporated herein by reference to Exhibit 10.1 to the registrant’s 
Current Report on Form 8-K filed with the SEC on October 25, 2022).
10.59
Transition Services Agreement, dated October 31, 2022, by and between the registrant and RXO, Inc. 
(incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed 
with the SEC on November 1, 2022).
Exhibit
Number
Description
98

10.60
Tax Matters Agreement, dated October 31, 2022, by and between the registrant and RXO, Inc. 
(incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed 
with the SEC on November 1, 2022).
10.61
Employee Matters Agreement, dated October 31, 2022, by and between the registrant and RXO, Inc. 
(incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed 
with the SEC on November 1, 2022).
19.1
XPO, Inc. Insider Trading Policy, dated December 19, 2022 (incorporated herein by reference to 
Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 8, 
2024).
21 *
Subsidiaries of the registrant.
23 *
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
31.1 *
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2024.
31.2 *
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2024.
32.1**
Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2024.
32.2**
Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended 
December 31, 2024.
97.1
XPO, Inc. Clawback Policy, effective as of October 2, 2023 (incorporated herein by reference to 
Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 
2023).
101.INS *
Inline XBRL Instance Document.
101.SCH *
Inline XBRL Taxonomy Extension Schema.
101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB *
Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase.
104 *
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
***
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The 
registrant agrees to furnish supplementally to the SEC a copy of any omitted schedules upon request.
+
This exhibit is a management contract or compensatory plan or arrangement.
Exhibit
Number
Description
Item 16.  
FORM 10-K SUMMARY
None.
99

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has 
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XPO, INC.
By:
/s/ Mario Harik
Mario Harik
(Chief Executive Officer)
By:
/s/ Kyle Wismans
Kyle Wismans
(Chief Financial Officer)
February 7, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the 
following persons on behalf of the registrant and in the capacities on the dates indicated.
Signature
Title
Date
/s/ Brad Jacobs
Executive Chairman of the Board of 
Directors
February 7, 2025
Brad Jacobs
/s/ Mario Harik
Director and Chief Executive 
Officer
(Principal Executive Officer)
February 7, 2025
Mario Harik
/s/ Kyle Wismans
Chief Financial Officer
(Principal Financial Officer)
February 7, 2025
Kyle Wismans
/s/ Christopher Brown
Chief Accounting Officer
(Principal Accounting Officer)
February 7, 2025
Christopher Brown
/s/ Allison Landry
Vice Chair of the Board of Directors
February 7, 2025
Allison Landry
/s/ Johnny C. Taylor, Jr.
Lead Independent Director
February 7, 2025
Johnny C. Taylor, Jr.
/s/ Bella Allaire
Director
February 7, 2025
Bella Allaire
/s/ J. Wes Frye
Director
February 7, 2025
J. Wes Frye
/s/ Michael G. Jesselson
Director
February 7, 2025
Michael G. Jesselson
/s/ Irene Moshouris
Director
February 7, 2025
Irene Moshouris
100

©2025 XPO, Inc.
COMMON STOCK:
The company’s common stock is traded on the 
New York Stock Exchange under the symbol “XPO.”
COMPANY FINANCIAL INFORMATION:
Copies of XPO, Inc.’s financial information such 
as the Company’s Annual Report on Form 10-K 
as filed with the SEC, quarterly reports on Form 
10-Q and Proxy Statement are available at the 
Company’s website at investors.xpo.com or by 
contacting “Investor Relations” at our corporate 
executive office address.
ANNUAL MEETING OF STOCKHOLDERS:
The Annual Meeting of Stockholders will be held 
on May 15, 2025 at 10:00 a.m. Eastern Time as a 
virtual meeting via webcast. You can access the 
meeting at meetnow.global/M6DAT65 with your 
control number.
CORPORATE EXECUTIVE OFFICE:
Five American Lane
Greenwich, CT 06831
Tel. (855) 976-6951
TRANSFER AGENT:
Computershare Trust Company, N.A.
Tel. (877) 581-5548
www.computershare.com/investor
INDEPENDENT REGISTERED PUBLIC 
ACCOUNTING FIRM:
KPMG LLP, New York, NY
BOARD OF DIRECTORS:
Brad Jacobs
Executive Chairman of the Board,  
XPO, Inc.
Bella Allaire
Chief Administrative Officer,  
Raymond James Financial, Inc.
J. Wes Frye
Former Chief Financial Officer,  
Old Dominion Freight Line, Inc.
Mario Harik
Chief Executive Officer, XPO, Inc.
Michael Jesselson
President and Chief Executive Officer,  
Jesselson Capital Corporation
Allison Landry
Vice Chair of the Board, XPO, Inc.;
Former Senior Transportation Research Analyst,  
Credit Suisse
Irene Moshouris
Former Senior Vice President-Treasurer,  
United Rentals, Inc. 
Johnny C. Taylor, Jr.
Lead Independent Director, XPO, Inc.;
President and Chief Executive Officer,  
Society of Human Resources Management
EXECUTIVE OFFICERS:
Mario Harik
Chief Executive Officer
Kyle Wismans
Chief Financial Officer
Dave Bates
Chief Operating Officer
Wendy Cassity
Chief Legal Officer and  
Corporate Secretary

XPO, Inc.
Five American Lane
Greenwich, CT 06831 USA
xpo.com
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