XPO, Inc.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
XPO$176.95+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001166003-25-000087
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001166003-26-000063
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 80 current paragraphs.
27 unchanged; 44 reworded; 9 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Our network serves approximately 37,000 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. We operate the business to high service standards for on-time delivery and damage-free transport, while balancing our network to leverage our fixed costs. In 2025, we developed new linehaul models that use artificial intelligence (AI) to improve the efficiency of our freight flows, piloted routing innovations for pickup-and-delivery operations and continued to improve productivity with real-time labor analytics at the service center level. Our proprietary developments in intelligent automation and AI-enabled decision-making are directly enhancing profitability.
Current report
This positions us to capture profitable market share gains and drive higher incremental margins when market conditions improve. LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand when the freight recession eases.
Current report
We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas. For more information, see “Technology” below.
Current report
The previously announced authorization by our Board of Directors to divest the European business remains in effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.
Current report
Transaction and integration costs for the first quarter of 2026 were $2 million, compared with $3 million for the same quarter in 2025.
Current report
Other income for the first quarter of 2026 was $3 million, compared with $1 million for the same quarter in 2025. The year-over-year increase primarily reflects a $2 million increase in net periodic pension income.
Current report
The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million. This amount is expected to be received in 2026 or 2027.
Current report
Adjusted EBITDA was $33 million for the first quarter of 2026, compared with $32 million for the same quarter in 2025.
Current report
Depreciation and amortization expense increased to $33 million in the first quarter of 2026, compared with $32 million for the same quarter in 2025.
Removed paragraphs (13)
Previous report
We provide approximately 37,000 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 trailing 12 months ended September 30, 2025, our customer-focused organization of truck drivers, service center teams and sales professionals worked together to move approximately 17 billion pounds of freight through our network.
Previous report
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 “Technology” below.
Previous report
NM - Not meaningful.
Previous report
(Gains) losses on sales of property and equipment for the third quarter of 2025 was a loss of $1 million, compared with $0 million for the same quarter in 2024. (Gains) losses on sales of property and equipment for the first nine months of 2025 was a gain of $2 million, compared with a gain of $5 million for the same period in 2024.
Previous report
Pre-Con-way acquisition environmental matter for the third quarter of 2025 and the first nine months of 2025 was a charge of $35 million. There were no comparable charges in 2024. This matter relates to environmental and product liability claims involving truck and part manufacturing plants of a former subsidiary of Con-way, which they sold in 1981 long before XPO's acquisition of Con-way in 2015. The matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to the operations of our North American LTL segment.
Previous report
Transaction and integration costs for the third quarter of 2025 were $1 million, compared with $13 million for the same quarter in 2024. Transaction and integration costs for the first nine months of 2025 were $7 million, compared with $39 million for the same period in 2024. The year-over-year decrease in both periods primarily relates to no further stock-based compensation costs in the current year for certain employees related to strategic initiatives.
Previous report
Other income for the third quarter of 2025 was $2 million, compared with $15 million for the same quarter in 2024. Other income for the first nine months of 2025 was $4 million, compared with $31 million for the same period in 2024. The year-over-year decrease in both periods reflects a decrease in investment income of $9 million and $13 million, respectively, in the third quarter of 2025 and the first nine months of 2025 related to a past investment in a private company that we sold in 2024, as well as a decrease in net periodic pension income in both 2025 periods.
Previous report
As previously disclosed, we expect the legal entity reorganization in our European Transportation business to generate an aggregate net cash refund of approximately $45 million. In 2024, we made tax payments of $7 million, and in the third quarter of 2025 we received a cash refund of approximately $49 million. We expect to receive the remaining $3 million cash refund in the fourth quarter of 2025 or early 2026.
Previous report
In July 2025, the One Big Beautiful Bill Act was signed into law. The legislation includes modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and business interest expense limitations. We recognized the effects of the legislation during the third quarter for the provisions currently enacted, which increased our deferred tax liability. We anticipate that the legislation will reduce our federal income tax liability and related tax payments for current and future years but will not have a significant impact on our annual effective tax rate.
Previous report
Adjusted EBITDA was $38 million for the third quarter of 2025, compared with $44 million for the same quarter in 2024. Adjusted EBITDA was $115 million for the first nine months of 2025, compared with $131 million for the same period in 2024. The decrease in adjusted EBITDA in both periods primarily reflects higher salaries, wages and employee benefits and higher purchased transportation, partially offset by lower fuel costs.
Previous report
Depreciation and amortization expense decreased to $35 million in the third quarter of 2025 compared with $36 million for the same quarter in 2024. Depreciation and amortization expense decreased to $101 million in the first nine months of 2025 compared with $106 million for the same period in 2024.
Previous report
The Refinancing Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term Secured Overnight Financing Rate (“SOFR”) plus (i) in the case of ABR Loans, 0.75% or, (ii) in the case of Term SOFR Loans, 1.75%, which, in each case after September 30, 2025, shall be reduced by 0.25% upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan Credit Agreement) of less than or equal to 1.21 to 1.00. The Refinancing Term Loan Facilities are secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions.
Previous report
The Amended Term Loan Credit Agreement contains customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important exceptions and qualifications.
Reworded paragraphs (44)
Previous wording
XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), 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 September 30, 2025, we had approximately 38,000 employees serving approximately 55,000 customers through 605 locations in 17 countries.
Current wording
XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), 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 March 31, 2026, we had approximately 37,000 employees serving approximately 55,000 customers through 594 locations in 17 countries.
Previous wording
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 $53 billion in 2024.
Current wording
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 2025.
Previous wording
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 service centers previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), completed in December 2023.
Current wording
Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology. For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.
Previous wording
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 XPO driver schools.
Current wording
We have created a strategic growth opportunity by building more than 30% excess door capacity into our network. Additionally, we invest in advancing a host of XPO-specific initiatives that are largely independent of the macroeconomic environment. Our trailer manufacturing facility and commercial truck driver schools are self-reliant competitive advantages for our company, particularly when industry conditions make it difficult to source equipment or drivers.
Previous wording
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.
Current wording
XPO has a unique pan-European transportation platform with leading positions in key geographies and deep expertise in consumer, trade and industrial markets. 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, in the U.K., we are a market leader in warehousing, a top-tier dedicated truckload provider and have the largest single-owner LTL network. Our extensive customer base includes many sector leaders that have long-tenured relationships with us.
Previous wording
Our range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding 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.
Current wording
Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding and, increasingly, multimodal solutions designed for specific customer needs. We use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe.
Previous wording
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, labor planning, pickup-and-delivery and dock operations — the main components of the service we provide. We have been investing in proprietary artificial intelligence (“AI”) technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision-making are directly enhancing profitability. We see artificial intelligence playing a major role in how we operate, compete, and create value over the long term.
Current wording
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. We have been investing in proprietary AI technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision making are directly enhancing profitability. We see AI playing a major role in how we operate, price our services, compete, and create value over the long term.
Previous wording
An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended September 30, 2025, we moved approximately 17 billion pounds of freight 779 million miles, including moving linehaul freight an average of 2.5 million miles a day.
Current wording
An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended March 31, 2026, we moved approximately 16 billion pounds of freight 775 million miles, including moving linehaul freight an average of 2.5 million miles a day.
Previous wording
Three and Nine Months Ended September 30, 2025 Compared with Three and Nine Months Ended September 30, 2024
Current wording
Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Previous wording
Our consolidated revenue for the third quarter of 2025 increased 2.8% to $2.11 billion, compared with the same quarter in 2024. Our consolidated revenue for the first nine months of 2025 was flat at $6.15 billion, compared with the same period in 2024. Foreign currency movement increased revenue by approximately 2.8 percentage points in the third quarter of 2025 and by approximately 1.1 percentage points in the first nine months of 2025. After taking into effect the impact of foreign currency movements, revenue in the third quarter of 2025 was flat compared to the same quarter in 2024, and revenue in the first nine months of 2025 decreased compared to the same period in 2024. The year-over-year decrease in the first nine months of 2025 primarily reflects a revenue decline in our North American LTL segment, driven by lower fuel surcharge revenue and lower shipments per day.
Current wording
Our consolidated revenue for the first quarter of 2026 increased 7.3% to $2.1 billion, compared with the same quarter in 2025. Foreign currency movement increased revenue by approximately 4.4 percentage points in the first quarter of 2026. The increase in revenue during the first quarter of 2026 compared to the same period in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in our North American LTL segment, driven by higher yield and shipments per day and higher fuel surcharge revenue.
Previous wording
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 for the third quarter of 2025 was $876 million, or 41.5% of revenue, compared with $852 million, or 41.5% of revenue, for the same quarter in 2024. Salaries, wages and employee benefits for the first nine months of 2025 was $2.6 billion, or 42.0% of revenue, compared with $2.5 billion, or 41.3% of revenue, for the same period in 2024. As a percentage of revenue, both periods reflect higher costs due to the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment and wage inflation, offset by savings from restructuring actions and productivity improvements enabled by our AI-driven optimization tools.
Current wording
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 for the first quarter of 2026 was $880 million, or 42.0% of revenue, compared with $832 million, or 42.6% of revenue, for the same quarter in 2025. The year-over-year decrease as a percentage of revenue primarily reflects productivity improvements enabled by our AI-driven optimization tools, partially offset by higher costs due to the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment and wage inflation.
Previous wording
Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the third quarter of 2025 was $424 million, or 20.1% of revenue, compared with $430 million, or 20.9% of revenue, for the same quarter in 2024. Purchased transportation for the first nine months of 2025 was $1.25 billion, or 20.3% of revenue, compared with $1.30 billion, or 21.2% of revenue, for the same period in 2024. The year-over-year decrease as a percentage of revenue in both periods primarily reflects the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment, partially offset by higher purchased transportation in our European Transportation segment for the first nine months of 2025.
Current wording
Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $399 million, or 20.4% of revenue, for the same quarter in 2025. 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 in our North American LTL segment.
Previous wording
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 for the third quarter of 2025 was $406 million, or 19.2% of revenue, compared with $399 million, or 19.4% of revenue, for the same quarter in 2024. Fuel, operating expenses and supplies for the first nine months of 2025 was $1.18 billion, or 19.2% of revenue, compared with $1.21 billion, or 19.7% of revenue, for the same period in 2024. The year-over-year decrease as a percentage of revenue for the third quarter of 2025 primarily reflects lower maintenance costs in our North American LTL segment and lower fuel costs in our European Transportation segment, partially offset by higher fuel costs in our North American LTL segment. The year-over-year decrease as a percentage of revenue for the first nine months of 2025 primarily reflects lower fuel costs in both segments and lower maintenance costs in our North American LTL segment.
Current wording
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 for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $393 million, or 20.1% of revenue, for the same quarter in 2025. The year-over-year increase as a percentage of revenue primarily reflects higher fuel costs and higher weather-related costs in our North American LTL segment, partially offset by lower maintenance costs in our North American LTL segment.
Previous wording
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 was $21 million for the third quarter of 2025 and 2024, and $61 million for the first nine months of 2025 and 2024.
Current wording
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 for the first quarter of 2026 was $21 million, compared with $19 million for the same period in 2025.
Previous wording
Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the third quarter of 2025 was $43 million, compared with $33 million for the same quarter in 2024. Insurance and claims for the first nine months of 2025 was $118 million, compared with $105 million for the same period in 2024. The year-over-year increase in both periods primarily reflects higher vehicular insurance costs in our North American LTL segment.
Current wording
Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the first quarter of 2026 was $34 million, compared with $35 million for the same quarter in 2025.
Previous wording
Depreciation and amortization expense for the third quarter of 2025 was $134 million, compared with $126 million for the same quarter in 2024. Depreciation and amortization expense for the first nine months of 2025 was $388 million, compared with $365 million for the same period in 2024. The year-over-year increase in both periods reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.
Current wording
Depreciation and amortization expense for the first quarter of 2026 was $131 million, compared with $123 million for the same quarter in 2025. The year-over-year increase primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.
Previous wording
Legal matter for the third quarter of 2025 and the first nine months of 2025 was a gain of $0 million and $13 million, respectively. There were no comparable gains in 2024. The gain recognized in 2025 reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015.
Current wording
Legal matters for the first quarter of 2025 was a gain of $11 million, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. There was no comparable gain or loss in the first quarter of 2026.
Previous wording
Restructuring costs for the third quarter of 2025 were $6 million, compared with $3 million for the same quarter in 2024. Restructuring costs for the first nine months of 2025 were $26 million, compared with $17 million for the same period in 2024. The restructuring costs in both periods primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.
Current wording
Restructuring costs for the first quarter of 2026 were $9 million, compared with $12 million for the same quarter in 2025, which primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.
Previous wording
Debt extinguishment loss was not material for the third quarter of 2025 and $5 million for the first nine months of 2025, which related to the refinancing of our term loan facility in the first quarter of 2025. There was no debt extinguishment loss in the comparable 2024 periods.
Current wording
Debt extinguishment loss was not material for the first quarter of 2026, compared with $5 million for the same quarter in 2025, which related to the refinancing of our term loan facility.
Previous wording
Interest expense decreased to $54 million for the third quarter of 2025, compared with $56 million for the same quarter in 2024. Interest expense decreased to $166 million for the first nine months of 2025, compared with $170 million for the same period in 2024. The year-over-year decrease in both periods is primarily due to lower interest rates on our variable rate debt, partially offset by lower interest income.
Current wording
Interest expense decreased to $53 million for the first quarter of 2026, compared with $56 million for the same quarter in 2025. The year-over-year decrease is primarily due to a lower average debt balance as well as lower interest rates on our variable rate debt.
Previous wording
Our effective income tax rates were 26.9% and 29.7% for the third quarters of 2025 and 2024, respectively, and 25.8% and 16.0% for the first nine months of 2025 and 2024, respectively. The effective income tax rates for the third quarter and nine-month periods of 2025 and 2024 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented. The decrease in our effective income tax rate for the third quarter of 2025 compared to the same period in 2024 was primarily driven by a decrease in losses for which no tax benefit can be recognized and an adjustment in the third quarter of 2024 related to the legal entity reorganization in our European Transportation business. The increase in our effective income tax rate for the first nine months of 2025 compared to the same period in 2024 was primarily driven by a one-time tax benefit of $40 million associated with the legal entity reorganization in our European Transportation business that occurred in 2024, partially offset by a decrease in losses for which no tax benefit can be recognized.
Current wording
Our effective income tax rates were 18.4% and 24.2% for the first quarters of 2026 and 2025, respectively. The effective income tax rates for the first quarter of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented. The decrease in our effective income tax rate for the first quarter of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024. In the first quarter of 2026, the effective tax rate was impacted by discrete tax benefits of $11 million in the aggregate related to stock-based compensation and a change in estimate associated with the legal entity reorganization. In the first quarter of 2025, the effective tax rate was impacted by losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation expense, partially offset by a discrete tax benefit of $5 million from stock-based compensation.
Previous wording
Our chief operating decision maker (“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 before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments. Segment adjusted EBITDA includes an allocation of corporate costs. See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to Net income.
Current wording
Our chief operating decision maker (“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 before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments. Segment adjusted EBITDA includes an allocation of corporate costs. See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to consolidated net income.
Previous wording
Revenue in our North American LTL segment increased 0.3% to $1.26 billion for the third quarter of 2025, compared with $1.25 billion for the same quarter in 2024. Revenue decreased 2.0% to $3.67 billion for the first nine months of 2025, compared with $3.74 billion for the same period in 2024. Revenue included fuel surcharge revenue of $194 million and $195 million, respectively, for the third quarters of 2025 and 2024, and $555 million and $613 million, respectively, for the first nine months of 2025 and 2024. The year-over-year decrease in fuel surcharge revenue for the first nine months of 2025 was primarily driven by lower diesel prices and lower volume.
Current wording
Revenue in our North American LTL segment increased 4.9% to $1.23 billion for the first quarter of 2026, compared with $1.17 billion for the same quarter in 2025. Revenue included fuel surcharge revenue of $201 million and $178 million, respectively, for the first quarters of 2026 and 2025. The increase in fuel surcharge revenue was primarily driven by higher diesel prices.
Previous wording
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:
Current wording
We evaluate the revenue performance of our LTL business using several commonly used metrics, including tonnage (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 tonnage can include shipments per day and weight per shipment. The following table summarizes our key revenue metrics:
Previous wording
The year-over-year increase in revenue, excluding fuel surcharge revenue, for the third quarter of 2025 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives, partially offset by lower volume. The decrease in volume per day for the third quarter of 2025 reflects lower shipments per day and lower average weight per shipment. The year-over-year decrease in revenue, excluding fuel surcharge revenue, for the first nine months of 2025 reflects the same dynamics.
Current wording
The year-over-year increase in revenue, excluding fuel surcharge revenue, for the first quarter of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives. The increase in tonnage per day for the first quarter of 2026 reflects higher shipments per day partially offset by lower average weight per shipment.
Previous wording
Adjusted EBITDA was $308 million for the third quarter of 2025, compared with $284 million for the same quarter in 2024. Adjusted EBITDA was $857 million for the first nine months of 2025, compared with $836 million for the same period in 2024. The increase in adjusted EBITDA for both periods reflects higher yield, productivity improvements, lower purchased transportation, and lower maintenance costs, partially offset by lower volume, wage inflation, higher vehicular insurance costs, and lower pension income. Adjusted EBITDA for the first nine months of 2025 was also impacted by lower fuel surcharge revenue partially offset by lower fuel costs.
Current wording
Adjusted EBITDA was $290 million for the first quarter of 2026, compared with $250 million for the same quarter in 2025. The increase in adjusted EBITDA reflects higher yield and shipments per day, higher fuel surcharge revenue, productivity improvements, lower purchased transportation, and lower vehicular insurance costs, partially offset by lower average weight per shipment, higher fuel costs and wage inflation.
Previous wording
Depreciation and amortization expense increased to $98 million in the third quarter of 2025 compared with $89 million for the same quarter in 2024. Depreciation and amortization expense increased to $283 million in the first nine months of 2025 compared with $257 million for the same period in 2024. The increase in both the third quarter and first nine months of 2025 was due to the impact of capital investments in property, tractors and trailers.
Current wording
Depreciation and amortization expense increased to $97 million in the first quarter of 2026 compared with $90 million for the same quarter in 2025, primarily due to the impact of capital investments in property, tractors and trailers.
Previous wording
Revenue in our European Transportation segment increased 6.7% to $857 million for the third quarter of 2025, compared with $803 million for the same quarter in 2024. Revenue increased 3.0% to $2.5 billion for the first nine months of 2025, compared with $2.4 billion for the same period in 2024. Foreign currency movement increased revenue by approximately 7.1 percentage points in the third quarter of 2025 and by approximately 2.9 percentage points in the first nine months of 2025. Revenue was essentially flat in both periods of 2025, compared to the same periods in 2024, after taking into effect the impact of foreign currency movement.
Current wording
Revenue in our European Transportation segment increased 11.0% to $868 million for the first quarter of 2026, compared with $782 million for the same quarter in 2025. Foreign currency movement increased revenue by approximately 10.9 percentage points in the first quarter of 2026. After taking into effect the impact of foreign currency movement, revenue was essentially flat in the first quarter of 2026 compared to the same period in 2025.
Previous wording
Our cash and cash equivalents balance was $335 million as of September 30, 2025, compared to $246 million as of December 31, 2024. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings available under our Revolving Credit Facility (as defined below); and (iii) proceeds from the issuance of other debt. As of September 30, 2025, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $133 million in aggregate face amount of letters of credit as of September 30, 2025.
Current wording
Our cash and cash equivalents balance was $237 million as of March 31, 2026, compared to $310 million as of December 31, 2025. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings available under our Revolving Credit Facility (as defined below); and (iii) proceeds from the issuance of other debt. As of March 31, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $132 million in aggregate face amount of letters of credit as of March 31, 2026.
Previous wording
As of September 30, 2025, we had approximately $935 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.
Current wording
As of March 31, 2026, we had approximately $837 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.
Previous wording
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 1—Organization, Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements.
Current wording
In our European Transportation business, we sell certain of our trade accounts receivable under securitization and factoring programs. 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 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements.
Previous wording
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 $235 million as of September 30, 2025). As of September 30, 2025, €1 million (approximately $1 million) was available under the program. Under the securitization program, we service the receivables we sell on behalf of the purchasers. The program expires in July 2026.
Current wording
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 $231 million as of March 31, 2026). As of March 31, 2026, less than €1 million (less than $1 million) was available under the program. Under the securitization program, we service the receivables we sell on behalf of the purchasers. In January 2026, the program was amended to extend the maturity date through March 2029.
Previous wording
In February 2025, we amended our Senior Secured Term Loan Credit Agreement. Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing.
Current wording
In February 2025, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan Credit Agreement”). Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing. Subsequently, in the second half of 2025, we used cash on hand to repay $115 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.
Previous wording
In July 2025, we used cash on hand to repay $50 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028. In September 2025, we gave notice to repay an additional $65 million of outstanding principal under the Refinancing Term Loan B-2 Facility to occur in October 2025. As a result, as of September 30, 2025, we classified $65 million of the Refinancing Term Loan B-2 Facility within Short-term borrowings and current maturities of long-term debt. In October 2025, we used cash on hand to repay $65 million of outstanding principal under this loan.
Current wording
During the quarter ended March 31, 2026, we used cash on hand to repay $30 million of outstanding principal under this loan. In April 2026, we used cash on hand to repay an additional $70 million of outstanding principal under this loan, including $45 million classified within Short-term borrowings and current maturities of long-term debt as of March 31, 2026. The debt extinguishment losses recorded in connection with the repayments were not material.
Previous wording
The weighted average interest rate of our term loans was approximately 5.88% as of September 30, 2025.
Current wording
The weighted average interest rate of our term loans was approximately 5.42% as of March 31, 2026.
Previous wording
In March 2025, our Board of Directors authorized repurchases of up to $750 million of our common stock. The 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 and market conditions, alternative investment opportunities and funding considerations. We retire common shares that we repurchase upon settlement. The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019.
Current wording
In March 2025, our Board of Directors authorized repurchases of up to $750 million of our common stock. The 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 and market conditions, alternative investment opportunities and funding considerations. We retire common shares that we repurchase upon settlement. The share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019.
Previous wording
In the third quarter of 2025, we repurchased 388 thousand shares of common stock with an aggregate value of $50 million at an average price of $128.86 per share. In the first nine months of 2025, we repurchased 471 thousand shares of common stock with an aggregate value of $60 million at an average price of $127.37 per share. The share repurchases were funded by cash on hand. As of September 30, 2025, our remaining share repurchase authorization was $690 million.
Current wording
In the first quarter of 2026, we repurchased 156 thousand shares of common stock with an aggregate value of $30 million at an average price of $192.19 per share. The share repurchases were funded by cash on hand. There were no share repurchases during the first quarter of 2025. As of March 31, 2026, our remaining share repurchase authorization was $595 million, reflecting $155 million of cumulative repurchases to date under the program.
Previous wording
During the nine months ended September 30, 2025, we generated cash from operating activities of $760 million. We used cash during the period primarily to: (i) purchase property and equipment of $551 million; (ii) repurchase common stock of $57 million; (iii) make payments on debt and finance leases of $56 million; (iv) repay $50 million of outstanding principal under the Refinancing Term Loan B-2 Facility; and (v) make net payments of $47 million related to tax withholding obligations in connection with the vesting of restricted shares.
Current wording
During the three months ended March 31, 2026, we generated cash from operating activities of $183 million. We used cash during the period primarily to: (i) purchase property and equipment of $111 million; (ii) make net payments of $88 million related to tax withholding obligations in connection with the vesting of stock compensation awards; (iii) repurchase common stock of $30 million; and (iv) repay $30 million of outstanding principal under the Refinancing Term Loan B-2 Facility.
Previous wording
During the nine months ended September 30, 2024, we generated cash from operating activities of $619 million. We used cash during this period primarily to: (i) purchase property and equipment of $623 million; (ii) make payments on debt and finance leases of $64 million; and (iii) make payments of $21 million related to tax withholding obligations in connection with the vesting of restricted shares.
Current wording
During the three months ended March 31, 2025, we generated cash from operating activities of $142 million. We used cash during this period primarily to: (i) purchase property and equipment of $199 million and (ii) make net payments of $47 million related to tax withholding obligations in connection with the vesting of stock compensation awards.
Previous wording
Cash flows from operating activities for the nine months ended September 30, 2025 increased by $141 million, compared with the same period in 2024. The increase primarily reflects the impact of operating assets and liabilities utilizing $26 million of cash in the first nine months of 2025, compared with utilizing $166 million during the same period in 2024.
Current wording
Cash flows from operating activities for the three months ended March 31, 2026 increased by $41 million, compared with the same period in 2025. The increase primarily reflects higher net income of $32 million in the first three months of 2026, compared with the same period in 2025.
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