XPO 2024年度报告

Washington, D.C. 20549_______________________________________________________ Form 10-K_______________________________________________________ (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 (Exact name of registrant as specified in its charter)_______________________________________________________ Registrant’s telephone number, including area code(855) 976-6951_______________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None_______________________________________________________ (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement's assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes☐No☐ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrantwas $12.1 billion as of June 28, 2024 (the last business day of the registrant’s most recently completedsecond fiscal quarter), based upon the closing price of the common stock on that date. As of January 31, 2025, there were 117,242,596 shares of the registrant’s common stock, par value$0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement, which will be filed with the Securities andExchange Commission pursuant to Regulation 14A in connection with the registrant’s 2025 AnnualMeeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this AnnualReport on Form 10-K (the “Annual Report”). Except with respect to information specifically incorporatedby reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof. XPO, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2024 Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures 2929PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities29Item 6[Reserved]30Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations31Item 7AQuantitative and Qualitative Disclosures About Market Risk43Item 8Financial Statements and Supplementary Data45Item 9Changes in and Disagreements with Accountants o