XPO, Inc. (NYSE: XPO) boosts Q2 2026 EPS, revenue and cash flow

Rhea-AI Filing Summary

XPO, Inc. reported higher second quarter 2026 results, with revenue of $2.36 billion versus $2.08 billion a year earlier and operating income of $271 million. Net income was $162 million, or diluted EPS of $1.36, compared with $0.89. Adjusted diluted EPS was $1.70 and adjusted EBITDA reached $434 million.

North American less-than-truckload was the largest contributor, generating $1.43 billion of revenue and $390 million of adjusted EBITDA, with a record 79.9% adjusted operating ratio and a damage claims ratio below 0.2%. The European Transportation segment delivered $927 million of revenue and $48 million of adjusted EBITDA.

The company produced $308 million of operating cash flow in the quarter and ended June 30, 2026 with $298 million of cash and cash equivalents, after $101 million of net capital expenditures, $70 million of common stock repurchases and $70 million of term loan repayments. Management highlighted non-GAAP metrics such as adjusted EBITDA and adjusted EPS, with reconciliations provided.

Positive

• Q2 2026 revenue grew 13.2% to $2.36 billion, while net income increased 52.8% to $162 million and diluted EPS rose to $1.36 from $0.89.
• Adjusted diluted EPS increased to $1.70 from $1.05 and adjusted EBITDA to $434 million from $340 million, supported by a record North American LTL adjusted operating ratio of 79.9%.
• Operating cash flow reached $308 million in Q2 2026, enabling $70 million of stock repurchases and $70 million of term loan repayments while ending with $298 million in cash.

Negative

• None.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $2,355 million Q2 2026 Net Income: $162 million Q2 2026 Diluted EPS: $1.36 +5 more

8 metrics

Q2 2026 Revenue $2,355 million Three months ended June 30, 2026; Change % 13.2%

Q2 2026 Net Income $162 million Net income for the three months ended June 30, 2026; Change % 52.8%

Q2 2026 Diluted EPS $1.36 Diluted earnings per share in Q2 2026 vs $0.89 in Q2 2025; Change % 52.8%

Q2 2026 Adjusted diluted EPS $1.70 Adjusted diluted EPS in Q2 2026 vs $1.05 in Q2 2025; Change % 61.9%

Q2 2026 Adjusted EBITDA $434 million Adjusted EBITDA for Q2 2026 vs $340 million in Q2 2025; Change % 27.6%

Q2 2026 Operating cash flow $308 million Cash flow from operating activities in the second quarter of 2026

Cash and equivalents 6/30/2026 $298 million Cash and cash equivalents balance as of June 30, 2026

Long-term debt 6/30/2026 $3,047 million Long-term debt balance as of June 30, 2026

Key Terms

adjusted EBITDA, less-than-truckload, operating ratio, non-GAAP financial measures, +2 more

6 terms

adjusted EBITDA financial

"Adjusted EBITDA, a non-GAAP financial measure, was $434 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

less-than-truckload financial

"leader in asset-based less-than-truckload (LTL) freight transportation"

Less-than-truckload (LTL) is a freight shipping method where multiple customers share space on the same truck because each shipment is too small to fill a full truck. Like taking a shared taxi instead of hiring a car for just yourself, LTL can lower shipping costs and improve flexibility but adds handling steps and transit stops, so it matters to investors because it affects companies’ delivery speed, logistics costs, inventory timing and overall profit margins.

operating ratio financial

"expanded our adjusted operating ratio by 300 basis points to a record 79.9%"

A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.

non-GAAP financial measures financial

"XPOs non-GAAP financial measures in this press release include adjusted EBITDA"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

free cash flow financial

"driving outperformance and accelerating free cash flow generation as freight demand strengthens"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

debt extinguishment loss financial

"Debt extinguishment loss 5 - NM"

Earnings Snapshot

Revenue: $2,355 million

Three months ended June 30, 2026

Revenue $2,355 million 13.2%

Net income $162 million 52.8%

Diluted EPS $1.36 52.8%

Adjusted diluted EPS $1.70 61.9%

Adjusted EBITDA $434 million 27.6%

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 06:45 AM Accepted by SEC EDGAR 07/30/2026 - 06:45 AM Learn about SEC filing dates

FAQ

How did XPO (XPO) perform financially in the second quarter of 2026?

XPO reported Q2 2026 revenue of $2.36 billion, up from $2.08 billion, with net income of $162 million. Diluted EPS was $1.36 versus $0.89, and adjusted diluted EPS reached $1.70, indicating materially higher profitability year over year.

What were XPO (XPO) adjusted earnings and EBITDA in Q2 2026?

Adjusted diluted EPS was $1.70 in Q2 2026, compared with $1.05 a year earlier. Adjusted EBITDA was $434 million, up from $340 million. Management also cited 56% growth in adjusted diluted EPS and 25% growth in adjusted EBITDA excluding real estate gains.

How did XPO’s (XPO) North American less-than-truckload segment perform in Q2 2026?

North American LTL generated $1.43 billion of revenue and $390 million of adjusted EBITDA in Q2 2026. The segment achieved a record 79.9% adjusted operating ratio and a damage claims ratio below 0.2%, reflecting improved efficiency and service quality.

What was XPO’s (XPO) cash flow and capital allocation in Q2 2026?

XPO produced $308 million of cash flow from operating activities in Q2 2026 and ended the quarter with $298 million in cash. During the quarter, it completed $101 million of net capital expenditures, repurchased $70 million of common stock and repaid $70 million of term loans.

What does the XPO (XPO) balance sheet look like as of June 30, 2026?

As of June 30, 2026, XPO reported total assets of $8.33 billion, long-term debt of $3.05 billion and total equity of $1.96 billion. Cash and cash equivalents were $298 million, compared with $310 million at December 31, 2025.

Did XPO (XPO) provide any operating metrics for its LTL business in Q2 2026?

Yes. North American LTL pounds per day were 68.5 million and shipments per day were 52,229 in Q2 2026. Revenue per shipment including fuel rose to $429.98, while gross revenue per hundredweight including fuel increased to $33.32.

false 0001166003 0001166003 2026-07-30 2026-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

XPO, INC.

(Exact name of registrant as specified in its charter) 

Delaware		001-32172		03-0450326
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

(855) 976-6951

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		XPO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Press Release, dated July 30, 2026, issued by XPO, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 30, 2026	XPO, INC.
	By:	/s/ Kyle Wismans
		Kyle Wismans
		Chief Financial Officer

Exhibit 99.1

 

XPO Reports Second Quarter 2026 Results

GREENWICH, Conn. – July 30, 2026 – XPO (NYSE: XPO) today announced its financial results for the second quarter 2026. The company reported diluted earnings per share of $1.36, compared with $0.89 for the same period in 2025, and adjusted diluted earnings per share of $1.70, compared with $1.05 for the same period in 2025.

Second Quarter 2026 Summary Results

		Three Months Ended June 30,
		Revenue												Operating Income (Loss) (1)
(in millions)		2026				2025				Change %				2026				2025				Change %
North American Less-Than-Truckload Segment		$	1,428			$	1,240				15.2	%		$	285			$	199				43.2	%
European Transportation Segment			927				841				10.2	%			(6	)			11				NM
Corporate			-				-				0.0	%			(9	)			(11	)			-18.2	%
Total		$	2,355			$	2,080				13.2	%		$	271			$	198				36.9	%

			Adjusted Operating Income (2)												Adjusted EBITDA (1)(2)
(in millions)		2026				2025				Change %				2026				2025				Change %
North American Less-Than-Truckload Segment		$	287			$	211				36.0	%		$	390			$	300				30.0	%
European Transportation Segment			21				15				40.0	%			48				44				9.1	%
Corporate			NA				NA				NA				(4	)			(4	)			0.0	%
Total			$ NA				$ NA				NA			$	434			$	340				27.6	%

		Net Income (1)												Diluted EPS (1)
(in millions, except for per-share data)		2026				2025				Change %				2026				2025				Change %
Total		$	162			$	106				52.8	%		$	1.36			$	0.89				52.8	%

		Diluted Weighted-Average Common Shares Outstanding								Adjusted Diluted EPS (1)(2)
(in millions, except for per-share data)		2026				2025				2026				2025				Change %
Total			118				119			$	1.70			$	1.05				61.9	%

Amounts may not add due to rounding.

NM - Not meaningful

NA - Not applicable

⁽¹⁾ Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share in the second quarter of 2026. There were no gains from sales of real estate in the second quarter of 2025.

⁽²⁾ See the “Non-GAAP Financial Measures” section of the press release.

Mario Harik, chairman and chief executive officer of XPO, said, “We accelerated our performance significantly in the second quarter, delivering 56% year-over-year growth in adjusted diluted EPS and 25% growth in adjusted EBITDA, excluding real estate gains.

“In North American LTL, we increased adjusted operating income by 36% year-over-year and expanded our adjusted operating ratio by 300 basis points to a record 79.9%, strongly outperforming seasonality. Both yield and revenue per shipment, excluding fuel, improved sequentially and year-over-year, while our profitable market share gains ramped volume growth through the quarter. Underpinning these achievements is our service quality for customers, as we delivered a company-best damage claims ratio below 0.2%. On the cost side, we continued to improve labor productivity above target by implementing new AI capabilities across the network, enhancing efficiency.”

1

Harik continued, “A consistently superior customer experience remains our foundation for value creation as we continue to grow the business and expand our margins. Our world-class service, combined with the investments we’ve made in our network, fleet and people are driving outperformance and accelerating free cash flow generation as freight demand strengthens.”

Second Quarter Highlights

For the second quarter 2026, the company generated revenue of $2.36 billion, compared with $2.08 billion for the same period in 2025.

Operating income was $271 million for the second quarter, compared with $198 million for the same period in 2025. Net income was $162 million for the second quarter, compared with $106 million for the same period in 2025. Diluted earnings per share was $1.36 for the second quarter, compared with $0.89 for the same period in 2025.

Adjusted net income, a non-GAAP financial measure, was $201 million for the second quarter, compared with $125 million for the same period in 2025. Adjusted diluted EPS, a non-GAAP financial measure, was $1.70 for the second quarter, compared with $1.05 for the same period in 2025.

Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $434 million for the second quarter, compared with $340 million for the same period in 2025.

The company generated $308 million of cash flow from operating activities in the second quarter and ended the quarter with $298 million of cash and cash equivalents on hand, after completing $101 million of net capital expenditures, $70 million of common stock repurchases and $70 million of term loan repayments.

Results by Business Segment

· North American Less-Than-Truckload (LTL): The segment grew revenue to $1.43 billion for the second quarter 2026, compared with $1.24 billion for the same period in 2025. On a year-over-year basis, yield, excluding fuel, increased 4.4%, shipments per day increased 2.8%, and tonnage per day increased 1.0%.

Operating income increased to $285 million for the second quarter, compared with $199 million for the same period in 2025. Adjusted operating income, a non-GAAP financial measure, increased to $287 million for the second quarter, compared with $211 million for the same period in 2025. Adjusted operating ratio, a non-GAAP financial measure, was 79.9%, reflecting a year-over-year improvement of 300 basis points.

Adjusted EBITDA for the second quarter was $390 million, compared with $300 million for the same period in 2025. The increase in adjusted EBITDA reflects yield growth, higher tonnage per day, productivity improvements and higher fuel surcharge revenue, partially offset by higher fuel costs and wage inflation.

2

· European Transportation: The segment grew revenue to $927 million for the second quarter 2026, compared with $841 million for the same period in 2025. Operating income was a loss of $6 million for the second quarter, compared with income of $11 million for the same period in 2025, due primarily to restructuring.

Adjusted EBITDA was $48 million for the second quarter, compared with $44 million for the same period in 2025.

· Corporate: The segment generated an operating loss of $9 million for the second quarter 2026, compared with a loss of $11 million for the same period in 2025.

Adjusted EBITDA was a loss of $4 million for the second quarter, consistent with the same period in 2025.

Conference Call

The company will hold a conference call on Thursday, July 30, 2026, at 8:30 a.m. Eastern Time. Participants can call toll-free (from US/Canada) 1-877-269-7756; international callers dial +1-201-689-7817. A live webcast of the conference will be available on the investor relations area of the company’s website, xpo.com/investors. The conference will be archived until August 29, 2026. To access the replay by phone, call toll-free (from US/Canada) 1-877-660-6853; international callers dial +1-201-612-7415. Use participant passcode 13761453.

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 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 586 locations and 38,000 employees in North America and Europe, and is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.

Non-GAAP Financial Measures

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measures under GAAP, which are set forth in the financial tables attached to this press release.

XPO’s non-GAAP financial measures in this press release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis and for corporate; adjusted EBITDA margin on a consolidated basis; adjusted EBITDA, excluding gains on real estate transactions on a consolidated basis and for our North American Less-Than-Truckload segment; adjusted net income; adjusted diluted earnings per share (“adjusted diluted EPS”); adjusted diluted EPS, excluding gains on real estate transactions; adjusted operating income for our North American Less-Than-Truckload and European Transportation segments; and adjusted operating ratio for our North American Less-Than-Truckload segment.

3

We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.

Adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA, excluding gains on real estate transactions, adjusted net income, adjusted diluted EPS, adjusted diluted EPS, excluding gains on real estate transactions, 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 attached tables. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction costs, consulting fees, stock-based compensation, retention awards, 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, adjusted EBITDA margin and adjusted EBITDA, excluding gains on real estate transactions improve 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 attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses. We believe that adjusted net income, adjusted diluted EPS and adjusted diluted EPS, excluding gains on real estate transactions improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables. We believe that adjusted operating income and adjusted operating ratio improve the comparability of our operating results from period to period by removing the impact of certain transaction and integration costs and restructuring costs, as well as amortization expense and other adjustments as set out in the attached tables.

Forward-looking Statements

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

4

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 and realize growth and expansion as a result of those initiatives; our ability to improve pricing growth; 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 productivity; the anticipated impact of a freight market recovery on our business; our ability to capture profitable share gains, facilitate yield growth, improve free cash flow, and improve margins during an upcycle; 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; our ability to develop and implement proprietary technology and suitable information technology systems that contribute to financial, operational, competitive and productivity improvements; the impact of potential cyber-attacks and information technology or data security breaches or failures; our ability to repurchase shares on favorable terms; 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.

All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements except to the extent required by law.

Investor Contact

Brian Scasserra

+1 617-607-6429

brian.scasserra@xpo.com

Media Contact

Cole Horton

+1 203-609-6004

cole.horton@xpo.com

5

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In millions, except per share data)

		Three Months Ended												Six Months Ended
		June 30,												June 30,
		2026				2025				Change %				2026				2025				Change %
Revenue		$	2,355			$	2,080				13.2	%		$	4,451			$	4,034				10.3	%
Salaries, wages and employee benefits			929				871				6.7	%			1,809				1,703				6.2	%
Purchased transportation			464				426				8.9	%			887				826				7.4	%
Fuel, operating expenses and supplies			476				384				24.0	%			899				777				15.7	%
Operating taxes and licenses			22				21				4.8	%			43				40				7.5	%
Insurance and claims			40				40				0.0	%			75				75				0.0	%
Gains on sales of property and equipment			(7	)			(1	)			600.0	%			(8	)			(3	)			166.7	%
Depreciation and amortization expense			134				131				2.3	%			265				254				4.3	%
Pre-Con-way acquisition environmental matter			1				-				NM				1				-				NM
Legal matters (1)			-				(2	)			-100.0	%			-				(13	)			-100.0	%
Transaction and integration costs			2				3				-33.3	%			4				6				-33.3	%
Restructuring costs			22				8				175.0	%			31				20				55.0	%
Operating income			271				198				36.9	%			445				349				27.5	%
Other income			(4	)			(2	)			100.0	%			(7	)			(3	)			133.3	%
Debt extinguishment loss			5				-				NM				5				5				0.0	%
Interest expense			51				56				-8.9	%			104				112				-7.1	%
Income before income tax provision			218				143				52.4	%			342				234				46.2	%
Income tax provision			56				37				51.4	%			79				59				33.9	%
Net income		$	162			$	106				52.8	%		$	263			$	175				50.3	%
Earnings per share data (2)
Basic earnings per share		$	1.38			$	0.90							$	2.24			$	1.49
Diluted earnings per share		$	1.36			$	0.89							$	2.22			$	1.47
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding			117				118								117				118
Diluted weighted-average common shares outstanding			118				119								119				119

Amounts may not add due to rounding.

NM - Not meaningful.

⁽¹⁾ Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

⁽²⁾ The sum of quarterly earnings per share may not equal year-to-date amounts due to differences in the weighted-average number of shares outstanding during the respective periods.

6

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except per share data)

		June 30,				December 31,
		2026				2025
ASSETS
Current assets
Cash and cash equivalents		$	298			$	310
Accounts receivable, net of allowances of $40 and $40, respectively			1,267				1,035
Other current assets			249				285
Total current assets			1,814				1,630
Long-term assets
Property and equipment, net of $2,427 and $2,360 in accumulated depreciation, respectively			3,658				3,664
Operating lease assets			782				777
Goodwill			1,528				1,547
Identifiable intangible assets, net of $604 and $580 in accumulated amortization, respectively			280				311
Other long-term assets			270				265
Total long-term assets			6,518				6,564
Total assets		$	8,333			$	8,194
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	486			$	455
Accrued expenses			823				760
Short-term borrowings and current maturities of long-term debt			159				60
Short-term operating lease liabilities			170				166
Other current liabilities			155				113
Total current liabilities			1,794				1,555
Long-term liabilities
Long-term debt			3,047				3,253
Deferred tax liability			508				482
Employee benefit obligations			83				86
Long-term operating lease liabilities			612				611
Other long-term liabilities			328				345
Total long-term liabilities			4,577				4,778
Stockholders’ equity
Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			-				-
Additional paid-in capital			1,005				1,160
Retained earnings			1,151				888
Accumulated other comprehensive loss			(194	)			(187	)
Total equity			1,962				1,861
Total liabilities and equity		$	8,333			$	8,194

Amounts may not add due to rounding.

7

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

		Six Months Ended
		June 30,
		2026				2025
Cash flows from operating activities
Net income		$	263			$	175
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization			265				254
Stock compensation expense			30				31
Accretion of debt			5				5
Deferred tax expense			21				6
Gains on sales of property and equipment			(8	)			(3	)
Other			18				14
Changes in assets and liabilities
Accounts receivable			(262	)			(124	)
Other assets			50				26
Accounts payable			29				(22	)
Accrued expenses and other liabilities			79				26
Net cash provided by operating activities			491				389
Cash flows from investing activities
Payment for purchases of property and equipment			(238	)			(395	)
Proceeds from sale of property and equipment			33				12
Payment for settlement of cross-currency swaps			(3	)			-
Net cash used in investing activities			(208	)			(382	)
Cash flows from financing activities
Proceeds from issuance of debt			885				-
Repayment of debt			(985	)			-
Repayment of finance leases and other debt			(39	)			(36	)
Payment for debt issuance costs			(1	)			(3	)
Repurchase of common stock			(100	)			(10	)
Change in bank overdrafts			26				22
Payment for tax withholdings for restricted shares			(88	)			(48	)
Other			3				2
Net cash used in financing activities			(300	)			(74	)
Effect of exchange rates on cash, cash equivalents and restricted cash			1				2
Net decrease in cash, cash equivalents and restricted cash			(16	)			(65	)
Cash, cash equivalents and restricted cash, beginning of period			330				298
Cash, cash equivalents and restricted cash, end of period		$	314			$	233

Amounts may not add due to rounding.

8

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In millions)

		Three Months Ended June 30,												Six Months Ended June 30,
		2026				2025				Change %				2026				2025				Change %
Revenue (excluding fuel surcharge revenue)		$	1,114				1,057				5.4	%		$	2,142			$	2,051				4.4	%
Fuel surcharge revenue			314				183				71.6	%			515				361				42.7	%
Revenue			1,428				1,240				15.2	%			2,657				2,412				10.2	%
Salaries, wages and employee benefits			689				643				7.2	%			1,331				1,259				5.7	%
Purchased transportation			40				32				25.0	%			70				69				1.4	%
Fuel, operating expenses and supplies (1)			275				222				23.9	%			511				454				12.6	%
Operating taxes and licenses			17				17				0.0	%			33				33				0.0	%
Insurance and claims			25				25				0.0	%			43				49				-12.2	%
(Gains) losses on sales of property and equipment			(4	)			2				NM				(3	)			2				NM
Depreciation and amortization			100				96				4.2	%			197				185				6.5	%
Restructuring costs			1				4				-75.0	%			1				4				-75.0	%
Operating income			285				199				43.2	%			474				357				32.8	%
Operating ratio (2)			80.0	%			84.0	%							82.2	%			85.2	%
Amortization expense			9				9								18				18
Restructuring costs			1				4								1				4
Gains on real estate transactions			(9	)			-								(9	)			(2	)
Adjusted operating income (3)		$	287				211				36.0	%		$	485			$	377				28.6	%
Adjusted operating ratio (3) (4)			79.9	%			82.9	%							81.8	%			84.4	%
Depreciation expense			91				87								179				167
Pension income			4				2								7				3
Gains on real estate transactions			9				-								9				2
Adjusted EBITDA (5)		$	390				300				30.0	%		$	680			$	550				23.6	%
Adjusted EBITDA margin (5)			27.3	%			24.2	%							25.6	%			22.8	%
Gains on real estate transactions			9				-								9				2
Adjusted EBITDA, excluding gains on real estate transactions (3)		$	381				300				27.0	%		$	671			$	547				22.7	%

Amounts may not add due to rounding.

NM - Not meaningful.

⁽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⁾ See the “Non-GAAP Financial Measures” section of the press release.

⁽⁴⁾ Adjusted operating ratio is calculated as (1 - (Adjusted operating income divided by Revenue)) using the underlying unrounded amounts; adjusted operating margin is the inverse of adjusted operating ratio.

⁽⁵⁾ Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

9

North American Less-Than-Truckload

Summary Data Table

(Unaudited)

		Three Months Ended June 30,												Six Months Ended June 30,
		2026				2025				Change %				2026				2025				Change %
Pounds per day (thousands)			68,463				67,813				1.0	%			66,998				66,625				0.6	%
Shipments per day			52,229				50,782				2.8	%			51,041				49,596				2.9	%
Average weight per shipment (in pounds)			1,311				1,335				-1.8	%			1,313				1,343				-2.3	%
Revenue per shipment (including fuel surcharges)		$	429.98				384.13				11.9	%		$	412.63			$	384.20				7.4	%
Revenue per shipment (excluding fuel surcharges)		$	335.27				327.53				2.4	%		$	332.60			$	326.66				1.8	%
Gross revenue per hundredweight (including fuel surcharges) (1)		$	33.32				29.23				14.0	%		$	32.00			$	29.15				9.8	%
Gross revenue per hundredweight (excluding fuel surcharges) (1)		$	26.09				24.99				4.4	%		$	25.91			$	24.86				4.2	%
Average length of haul (in miles)			853.6				845.5								853.1				845.5
Total average load factor (2)			22,287				22,765				-2.1	%			22,290				22,602				-1.4	%
Average age of tractor fleet (years)			4.0				3.7
Number of working days			63.5				63.5								126.0				126.5

⁽¹⁾ Gross revenue per hundredweight excludes the adjustment required for financial statement purposes in accordance with the company’s revenue recognition policy.

⁽²⁾ Total average load factor equals freight pound miles divided by total linehaul miles.

Note: Table excludes the company’s trailer manufacturing operations. Percentages presented are calculated using the underlying unrounded amounts.

10

European Transportation Segment

Summary Financial Table

(Unaudited)

(In millions)

		Three Months Ended June 30,												Six Months Ended June 30,
		2026				2025				Change %				2026				2025				Change %
Revenue		$	927				841				10.2	%		$	1,794			$	1,622				10.6	%
Salaries, wages and employee benefits			235				224				4.9	%			470				436				7.8	%
Purchased transportation			424				394				7.6	%			817				757				7.9	%
Fuel, operating expenses and supplies (1)			201				163				23.3	%			388				324				19.8	%
Operating taxes and licenses			5				4				25.0	%			10				7				42.9	%
Insurance and claims			15				15				0.0	%			32				26				23.1	%
Gains on sales of property and equipment			(2	)			(3	)			-33.3	%			(5	)			(5	)			0.0	%
Depreciation and amortization			33				34				-2.9	%			66				67				-1.5	%
Legal matters (2)			-				(2	)			-100.0	%			-				(13	)			-100.0	%
Transaction and integration costs			1				-				NM				1				-				NM
Restructuring costs			21				1				2000.0	%			27				12				125.0	%
Operating income (loss)		$	(6	)			11				NM			$	(11	)		$	12				NM
Amortization expense			5				5								11				10
Legal matters (2)			-				(2	)							-				(13	)
Transaction and integration costs			1				-								1				-
Restructuring costs			21				1								27				12
Adjusted operating income (3)		$	21				15				40.0	%		$	27			$	20				35.0	%
Depreciation expense			27				29								55				56
Adjusted EBITDA (4)		$	48				44				9.1	%		$	81			$	76				6.6	%
Adjusted EBITDA margin (4)			5.2	%			5.2	%							4.5	%			4.7	%

Amounts may not add due to rounding.

NM - Not meaningful.

⁽¹⁾ Fuel, operating expenses and supplies includes fuel-related taxes.

⁽²⁾ Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

⁽³⁾ See the “Non-GAAP Financial Measures” section of the press release.

⁽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.

11

Corporate

Summary Financial Table

(Unaudited)

(In millions)

		Three Months Ended June 30,												Six Months Ended June 30,
		2026				2025				Change %				2026				2025				Change %
Revenue		$	-			$	-				0.0	%		$	-			$	-				0.0	%
Salaries, wages and employee benefits			4				4				0.0	%			8				8				0.0	%
Depreciation and amortization			1				1				0.0	%			2				2				0.0	%
Pre-Con-way acquisition environmental matter			1				-				NM				1				-				NM
Transaction and integration costs			2				2				0.0	%			3				6				-50.0	%
Restructuring costs			1				4				-75.0	%			4				5				-20.0	%
Operating loss		$	(9	)		$	(11	)			-18.2	%		$	(18	)		$	(20	)			-10.0	%
Depreciation and amortization			1				1								2				2
Pre-Con-way acquisition environmental matter			1				-								1				-
Transaction and integration costs			2				2								3				6
Restructuring costs			1				4								4				5
Adjusted EBITDA (1)		$	(4	)		$	(4	)			0.0	%		$	(8	)		$	(8	)			0.0	%

Amounts may not add due to rounding.

NM - Not meaningful.

⁽¹⁾ See the “Non-GAAP Financial Measures” section of the press release.

12

XPO, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited)

(In millions)

		Three Months Ended June 30,												Six Months Ended June 30,
		2026				2025				Change %				2026				2025				Change %
Reconciliation of Net Income to Adjusted EBITDA
Net income		$	162			$	106				52.8	%		$	263			$	175				50.3	%
Debt extinguishment loss			5				-								5				5
Interest expense			51				56								104				112
Income tax provision			56				37								79				59
Depreciation and amortization expense			134				131								265				254
Pre-Con-way acquisition environmental matter			1				-								1				-
Legal matters (1)			-				(2	)							-				(13	)
Transaction and integration costs			2				3								4				6
Restructuring costs			22				8								31				20
Adjusted EBITDA (2)		$	434			$	340				27.6	%		$	753			$	618				21.8	%
Revenue		$	2,355			$	2,080				13.2	%		$	4,451			$	4,034				10.3	%
Adjusted EBITDA margin (2) (3)			18.4	%			16.3	%							16.9	%			15.3	%
Gains on real estate transactions			9				-								9				2
Adjusted EBITDA, excluding gains on real estate transactions (2)		$	425			$	340				25.0	%		$	744			$	615				21.0	%

Amounts may not add due to rounding.

⁽¹⁾ Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

⁽²⁾ See the “Non-GAAP Financial Measures” section of the press release.

⁽³⁾ Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

13

XPO, Inc.

Reconciliation of Non-GAAP Measures (cont.)

(Unaudited)

(In millions, except per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2026				2025				2026				2025
Reconciliation of Net Income and Diluted Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share
Net income (1)		$	162			$	106			$	263			$	175
Debt extinguishment loss			5				-				5				5
Amortization of acquisition-related intangible assets			15				15				29				29
Pre-Con-way acquisition environmental matter			1				-				1				-
Legal matters (2)			-				(2	)			-				(13	)
Transaction and integration costs			2				3				4				6
Restructuring costs			22				8				31				20
Income tax associated with the adjustments above (3)			(5	)			(5	)			(8	)			(10	)
European legal entity reorganization (4)			-				-				(3	)			1
Other tax adjustments			(2	)			-				(2	)			-
Adjusted net income (5)		$	201			$	125			$	322			$	212
Adjusted diluted earnings per share (1)(5)		$	1.70			$	1.05			$	2.71			$	1.78
Weighted-average common shares outstanding
Diluted weighted-average common shares outstanding			118				119				119				119

Amounts may not add due to rounding.

⁽¹⁾ Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share in the second quarter of 2026. Excluding these gains, adjusted diluted earnings per share is $1.64. There were no gains from sales of real estate in the second quarter of 2025. Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share and $2 million ($2 million pre-tax) or $0.02 per diluted share for the six months ended June 30, 2026 and 2025, respectively. Excluding these gains, adjusted diluted earnings per share is $2.65 and $1.76 for the six months ended June 30, 2026 and 2025, respectively.

⁽²⁾ Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

⁽³⁾ This line item reflects the aggregate tax benefit of all non-tax related adjustments reflected in the table above. The detail by line item is as follows:

Debt extinguishment loss		$	1			$	-			$	1			$	1
Amortization of acquisition-related intangible assets			2				2				5				5
Transaction and integration costs			1				1				1				1
Restructuring costs			-				2				1				3
		$	5			$	5			$	8			$	10

Amounts may not add due to rounding.

The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible compensation, losses for which no tax benefit can be recognized, and contribution- and margin-based taxes.

⁽⁴⁾ Reflects an adjustment recognized during the first quarters of 2026 and 2025 to the tax benefit recognized in the second quarter of 2024 related to a legal entity reorganization within our European Transportation business.

⁽⁵⁾ See the “Non-GAAP Financial Measures” section of the press release.

14

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 442.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
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