UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-40470
_______________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(203 ) 489-1287
Registrant’s telephone number, including area code
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 3, 2025, there were 114,489,437 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
GXO Logistics, Inc. | ||||||||
| Form 10-Q | ||||||||
For the Quarterly Period Ended September 30, 2025 | ||||||||
Table of Contents | ||||||||
| Page | ||||||||
1
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GXO Logistics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Direct operating expense | ||||||||||||||||||||||||||
| Selling, general and administrative expense | ||||||||||||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||||||||||||
| Transaction and integration costs | ||||||||||||||||||||||||||
| Restructuring costs and other | ||||||||||||||||||||||||||
| Regulatory matter and litigation expense | ( | |||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
| Net income attributable to noncontrolling interests (“NCI”) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) attributable to GXO | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Weighted-average shares used in computation of earnings (loss) per share | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
2
GXO Logistics, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||||||||||||||
| Cash flow hedges | ( | ( | ( | ( | ||||||||||||||||||||||
| Pension plans | ( | ( | ( | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Comprehensive income, net of tax | ||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to NCI | ( | |||||||||||||||||||||||||
| Comprehensive income attributable to GXO | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
GXO Logistics, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| September 30, | December 31, | |||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2025 | 2024 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance of $ | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Long-term assets | ||||||||||||||
Property and equipment, net of accumulated depreciation of $ | ||||||||||||||
| Operating lease assets | ||||||||||||||
| Goodwill | ||||||||||||||
Intangible assets, net of accumulated amortization of $ | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Current debt | ||||||||||||||
| Current operating lease liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total long-term liabilities | ||||||||||||||
Commitments and Contingencies (Note 14) | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
Common Stock, $ | ||||||||||||||
Treasury stock, at cost; | ( | |||||||||||||
Preferred Stock, $ | ||||||||||||||
| Additional Paid-In Capital (“APIC”) | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated Other Comprehensive Income (Loss) (“AOCIL”) | ( | ( | ||||||||||||
| Total stockholders’ equity before NCI | ||||||||||||||
| NCI | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
GXO Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | ( | $ | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||||||||||||
| Depreciation and amortization expense | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
Deferred tax benefit | ( | ( | ||||||||||||
| Other | ||||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Acquisition of businesses, net of cash acquired | ( | |||||||||||||
| Cross-currency swap agreements settlement | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Common stock repurchased | ( | |||||||||||||
| Proceeds from debt, net | ||||||||||||||
| Net borrowings under revolving credit facilities | ( | |||||||||||||
| Repayments of debt, net | ( | ( | ||||||||||||
| Repayments of finance lease obligations | ( | ( | ||||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of exchange rates on cash and cash equivalents | ||||||||||||||
| Net increase (decrease) in cash, restricted cash and cash equivalents | ( | |||||||||||||
| Cash, restricted cash and cash equivalents, beginning of period | ||||||||||||||
Cash, restricted cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Reconciliation of cash, restricted cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted Cash (included in Other current assets) | ||||||||||||||
| Restricted Cash (included in Other long-term assets) | ||||||||||||||
| Total cash, restricted cash and cash equivalents | $ | $ | ||||||||||||
| Non-cash financing activities: | ||||||||||||||
| Excise tax liability related to stock repurchases | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
GXO Logistics, Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
| Common Stock | APIC | Retained Earnings | AOCIL | Equity Before NCI | NCI | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Shares in thousands, dollars in millions) | Shares | Amount | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of stock compensation awards | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of stock-based compensation awards | ( | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to NCI | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | APIC | Retained Earnings | AOCIL | Equity Before NCI | NCI | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Shares in thousands, dollars in millions) | Shares | Amount | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of stock compensation awards | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of stock-based compensation awards | ( | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to NCI | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
GXO Logistics, Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
| Common Stock | APIC | Retained Earnings | AOCIL | Equity Before NCI | NCI | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||
| (Shares in thousands, dollars in millions) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Vesting of stock compensation awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of stock compensation awards | ( | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock | APIC | Retained Earnings | AOCIL | Equity Before NCI | NCI | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||
| (Shares in thousands, dollars in millions) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Vesting of stock compensation awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of stock compensation awards | ( | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Dividends to NCI | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
GXO Logistics, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of GXO Logistics, Inc. (“GXO” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Company’s Condensed Consolidated Financial Statements include the accounts of GXO and its majority-owned subsidiaries and variable interest entities of which the Company is the primary beneficiary. The Company has eliminated intercompany accounts and transactions. The accompanying Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2024.
The Company presents its operations as one reportable segment.
Accounting Pronouncements Issued But Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for expanded disclosures primarily related to income taxes paid and the rate reconciliation. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows, other than additional disclosure requirements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires all public companies to disclose more detailed information about certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows, and is currently evaluating the impact of adopting this standard on its disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when certain capitalization criteria are met. The ASU also supersede guidance on website development costs. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this standard on its results of operations, financial position or cash flows, and the impact of adopting this standard on its disclosures.
8
2. Revenue Recognition
Revenue disaggregated by geographical area was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| United Kingdom | $ | $ | $ | $ | ||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| Netherlands | ||||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||
| Spain | ||||||||||||||||||||||||||
| Italy | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The Company’s revenue can also be disaggregated by various verticals, reflecting the customer’s principal industry. Revenue disaggregated by industry was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Omnichannel retail | $ | $ | $ | $ | ||||||||||||||||||||||
| Technology and consumer electronics | ||||||||||||||||||||||||||
| Industrial and manufacturing | ||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Consumer packaged goods | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Contract Assets and Liabilities
The contract asset and contract liability balances from contracts with customers were as follows:
| September 30, | December 31, | |||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Contract assets and contract costs included in: | ||||||||||||||
| Other current assets | $ | $ | ||||||||||||
| Other long-term assets | ||||||||||||||
| Total contract assets | $ | $ | ||||||||||||
| Contract liabilities included in: | ||||||||||||||
| Other current liabilities | $ | $ | ||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total contract liabilities | $ | $ | ||||||||||||
9
Revenue recognized included the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Amounts included in the beginning of year contract liability balance | $ | $ | $ | $ | ||||||||||||||||||||||
3. Segment Information
The Company is organized geographically into three operating segments: i) Americas and Asia-Pacific, ii) United Kingdom and Ireland, and iii) Continental Europe. The Company’s operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”). The CODM is our Chief Executive Officer (“CEO”), who assesses the Company’s performance and allocates resources. In the third quarter of 2025, the Company appointed Patrick Kelleher as its new CEO.
The CODM evaluates the Company’s performance and allocates resources primarily based on adjusted earnings before interest, taxes, depreciation and amortization, adjusted for transaction and integration costs, restructuring costs and other, regulatory matters and litigation expenses, and unrealized gain/loss on foreign currency contracts (“Adjusted EBITDA”). The CODM uses Adjusted EBITDA to communicate performance targets to the segment managers, allocate resources to the segments, and to monitor segment performance. Additionally, the CODM considers the performance of this measure against planned and forecasted amounts to make investing and resource allocation decisions. The actual results are used in assessing performance of the Company and in establishing management’s compensation. For disclosure purposes, we aggregate these three operating segments into one reportable segment. The Company’s segment results were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Direct operating expense | ||||||||||||||||||||||||||
Selling, general and administrative expense(1) | ||||||||||||||||||||||||||
Other (income) expense, net(2)(4) | ( | ( | ( | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Corporate expenses(3) | ||||||||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||||||||
| Amortization of intangible assets acquired | ||||||||||||||||||||||||||
| Transaction and integration costs | ||||||||||||||||||||||||||
| Restructuring costs and other | ||||||||||||||||||||||||||
| Regulatory matter and litigation expense | ( | |||||||||||||||||||||||||
Unrealized (gain) loss on foreign currency contracts(4) | ( | |||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
(1) Excludes unallocated corporate expenses.
(2) Other (income) expense, net excluding unrealized (gain) loss on foreign currency contracts.
(3) Corporate expenses include unallocated costs related to corporate functions such as salaries and benefits, rent, and professional fees which are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
10
4. Leases
The Company has operating leases for real estate and warehouse equipment. Also, the Company has finance leases for real estate, warehouse equipment and fleet, and technology and automated systems.
The following amounts were recorded in the Condensed Consolidated Balance Sheets related to leases:
| September 30, | December 31, | |||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Operating leases: | ||||||||||||||
| Operating lease assets | $ | $ | ||||||||||||
| Current operating lease liabilities | $ | $ | ||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance leases: | ||||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||
The components of lease expense recorded in the Condensed Consolidated Statements of Operations were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating leases: | ||||||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
Total operating lease cost(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance leases: | ||||||||||||||||||||||||||
| Amortization of leased assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest expense on lease liabilities | ||||||||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Total operating and finance lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Operating lease cost is primarily included in Direct operating expense in the Condensed Consolidated Statements of Operations.
Supplemental cash flow information was as follows:
| Nine Months Ended September 30, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Leased assets obtained in exchange for new lease obligations: | ||||||||||||||
Operating leases, including $ | $ | $ | ||||||||||||
Finance leases, including $ | ||||||||||||||
11
5. Acquisition
On April 29, 2024, the Company completed the acquisition of Wincanton plc (now Wincanton Limited) for a total consideration of £762 million ($958 million as of the acquisition date) (the “Wincanton Acquisition”). The Wincanton Acquisition was subject to review by the Competition and Markets Authority (the “CMA”) in the U.K. On June 19, 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K.
In connection with the Wincanton Acquisition, the Company incurred transaction costs of $12 million and $19 million for the three months ended September 30, 2025 and 2024, respectively, and $47 million and $45 million for the nine months ended September 30, 2025 and 2024, respectively, which were included in Transaction and integration costs in the Condensed Consolidated Statements of Operations.
The final fair value of assets acquired and liabilities assumed at the acquisition date was:
| (In millions) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Long-term assets | ||||||||
| Property and equipment | ||||||||
| Operating lease assets | ||||||||
Intangible assets(1) | ||||||||
| Other long-term assets | ||||||||
| Total long-term assets | ||||||||
| Total assets | $ | |||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | |||||||
| Accrued expenses | ||||||||
| Current debt | ||||||||
| Current operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Long-term debt | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
Total long-term liabilities | ||||||||
| Total liabilities | $ | |||||||
| Net assets purchased | $ | |||||||
| Purchase price | $ | |||||||
Goodwill recorded(2) | $ | |||||||
(1) The Company acquired $532 million of intangible assets, comprised of customer relationships, trade names, and intellectual property with weighted-average useful lives of 12.5 years.
(2) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill acquired was recorded in the United Kingdom and Ireland reporting unit and was primarily attributed to anticipated synergies. The Company does not expect the goodwill recognized in connection with the Wincanton Acquisition to be deductible for income tax purposes.
12
6. Goodwill
The following table presents the changes in Goodwill for the nine months ended September 30, 2025:
| (In millions) | ||||||||
Balance as of December 31, 2024 | $ | |||||||
Acquisition(1) | ( | |||||||
Impact of foreign exchange translation(2) | ||||||||
Balance as of September 30, 2025 | $ | |||||||
(1) Represents $4 million reduction in goodwill for the purchase price allocation of the Wincanton Acquisition.
(2) Changes to goodwill amounts resulting from foreign currency translation after the acquisition date are presented as the impact of foreign exchange translation.
As of September 30, 2025 and December 31, 2024, there were no
7. Debt and Financing Arrangements
The following table summarizes the carrying value of the Company’s debt:
| September 30, | December 31, | |||||||||||||||||||
| (In millions, except percentages) | Rate(1) | 2025 | 2024 | |||||||||||||||||
Unsecured notes due 2026(2) | % | $ | $ | |||||||||||||||||
Unsecured notes due 2029(3) | % | |||||||||||||||||||
Unsecured notes due 2031(4) | % | |||||||||||||||||||
Unsecured notes due 2034(5) | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| Finance leases and other debt | Various | |||||||||||||||||||
| Total Debt | ||||||||||||||||||||
Less: Current debt(8) | ||||||||||||||||||||
| Total Long-term debt | $ | $ | ||||||||||||||||||
(1) Interest rate as of September 30, 2025.
(2) Net of unamortized discount and debt issuance costs of zero and $1 million as of September 30, 2025 and December 31, 2024, respectively.
(3) Net of unamortized discount and debt issuance costs of $6 million and $7 million as of September 30, 2025 and December 31, 2024, respectively.
(4) Net of unamortized discount and debt issuance costs of $2 million and $3 million as of September 30, 2025 and December 31, 2024, respectively.
(5) Net of unamortized discount and debt issuance costs of $9 million and $10 million as of September 30, 2025 and December 31, 2024, respectively.
(6) On May 16, 2025, the Company repaid the remaining $50 million of the Three-Year Term Loan due 2025.
(7) Net of unamortized debt issuance costs of $1
(8) As of September 30, 2025, current debt includes $400 million of Unsecured notes due July 2026.
Revolving Credit Facilities
The Company has a five-year unsecured, multicurrency revolving credit facility expiring in 2029 (the “Revolving Credit Agreement”). The aggregate commitment of all lenders under the Revolving Credit Agreement is equal to $800 million, of which $100 million is available for the issuance of letters of credit. As of September 30, 2025, and December 31, 2024, no 1
In connection with the Wincanton Acquisition, the Company assumed a revolving credit facility agreement (the “Wincanton Revolving Credit Agreement”) under which it may borrow up to £175 million ($235 million as of September 30, 2025) in aggregate at any time, expiring in March 2027. Loans under the Wincanton Revolving
13
Credit Agreement bear interest at daily simple Sterling Overnight Index Average rate plus a margin. As of September 30, 2025, and December 31, 2024, the Company had £48 million ($65 million) and £15 million ($19 million) of borrowings outstanding under the Wincanton Revolving Credit Agreement, respectively.
Covenants and Compliance
The covenants for the Company’s debt securities, which are customary for financings of this type, limit the Company’s ability to incur indebtedness and grant liens, among other restrictions. In addition, the facilities require the Company to maintain a consolidated leverage ratio below a specified maximum. As of September 30, 2025, the Company complied with the covenants contained in its debt and financing arrangements.
Factoring Programs
The Company sells certain of its trade receivables on a non-recourse basis to third-party financial institutions under various factoring agreements.
Information related to the trade receivables sold was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Receivables sold in period | $ | $ | $ | $ | ||||||||||||||||||||||
| Cash consideration | ||||||||||||||||||||||||||
Net cash provided by (used in) operating cash flows | ( | |||||||||||||||||||||||||
8. Fair Value Measurements and Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:
•Level 1—Quoted prices for identical instruments in active markets;
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
•Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.
Assets and Liabilities
The Company bases its fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of September 30, 2025 and December 31, 2024, due to their short-term nature.
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Debt
The fair value of debt was as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| (In millions) | Level | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||||||||||||||||
| Unsecured notes due 2026 | 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Unsecured notes due 2029 | 2 | |||||||||||||||||||||||||||||||
| Unsecured notes due 2031 | 2 | |||||||||||||||||||||||||||||||
| Unsecured notes due 2034 | 2 | |||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||
Financial Instruments
The Company directly manages its exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. The Company uses derivative instruments to manage the volatility related to these exposures.
The notional amount and fair value of derivative instruments were as follows:
| September 30, 2025 | December 31, 2024 | Balance Sheet Location | ||||||||||||||||||||||||||||||
| (In millions) | Notional Amount | Fair Value | Notional Amount | Fair Value | ||||||||||||||||||||||||||||
Derivatives designated as net investment hedges(1): | ||||||||||||||||||||||||||||||||
| Cross-currency swap agreements | $ | $ | $ | $ | Other current assets | |||||||||||||||||||||||||||
| Cross-currency swap agreements | Other long-term assets | |||||||||||||||||||||||||||||||
| Cross-currency swap agreements | Other current liabilities | |||||||||||||||||||||||||||||||
| Cross-currency swap agreements | Other long-term liabilities | |||||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedge: | ||||||||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | Other long-term assets | |||||||||||||||||||||||||||
Derivatives not designated as hedges(2): | ||||||||||||||||||||||||||||||||
| Foreign currency option contracts | $ | $ | $ | $ | Other current assets | |||||||||||||||||||||||||||
| Foreign currency option contracts | Other long-term assets | |||||||||||||||||||||||||||||||
| Foreign currency option contracts | Other current liabilities | |||||||||||||||||||||||||||||||
| Foreign currency option contracts | Other long-term liabilities | |||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other current liabilities | |||||||||||||||||||||||||||||||
(1) During the nine months ended September 30, 2025, the Company terminated a cross-currency swap with a notional amount of $100 million scheduled to mature in November 2025, amended one cross-currency swap with a notional amount of $98 million to $102 million scheduled to mature in December 2025, entered into three cross-currency swap agreements with an aggregate notional amount of $250 million, of which $100 million is scheduled to mature in November 2025 and $150 million are scheduled to mature in November 2030, and amended one cross-currency swap with a notional amount of $70 million, extending its maturity from September 2025 to November 2030.
(2) As of September 30, 2025, four foreign currency option contracts not designated as hedges had an aggregate notional amount of $25 million and fair value of zero .
As of September 30, 2025 and December 31, 2024, the derivatives were classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices such as foreign exchange rates and yield curves.
15
The effect of hedges on AOCIL and in the Condensed Consolidated Statements of Operations was as follows:
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| (In millions) | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Gain (Loss) Reclassified from AOCIL into Net Income(1) | Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)(1) | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Gain (Loss) Reclassified from AOCIL into Net Income(1) | Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)(1) | ||||||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges | ||||||||||||||||||||||||||||||||||||||
| Cross-currency swap agreements | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
(1) Amounts reclassified to Net income are reported in Interest expense, net in the Condensed Consolidated Statements of Operations.
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||
| (In millions) | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Gain (Loss) Reclassified from AOCIL into Net Income(1) | Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)(1) | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Gain (Loss) Reclassified from AOCIL into Net Income(1) | Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)(1) | ||||||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges | ||||||||||||||||||||||||||||||||||||||
| Cross-currency swap agreements | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
(1) Amounts reclassified to Net income are reported in Interest expense, net in the Condensed Consolidated Statements of Operations.
Derivatives Not Designated as Hedges
Gains and losses recognized in Other income (expense), net in the Condensed Consolidated Statements of Operations for foreign currency options and forward contracts were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Foreign currency gain (loss) on foreign currency contracts | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
16
9. Earnings per Share
The computations of basic and diluted earnings per share were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(Dollars in millions, shares in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Net income (loss) attributable to common shares | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Basic weighted-average common shares | ||||||||||||||||||||||||||
Diluted weighted-average common shares | ||||||||||||||||||||||||||
Basic earnings (loss) per share | $ | $ | $ | ( | $ | |||||||||||||||||||||
Diluted earnings (loss) per share | $ | $ | $ | ( | $ | |||||||||||||||||||||
Shares not included in the computation of diluted earnings per share because the effect would be antidilutive | ||||||||||||||||||||||||||
10. Stockholders’ Equity
Stock Repurchase Plan
On February 18, 2025, the Company’s board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of its common stock. The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise. The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time.
The repurchase of shares of the Company’s common stock is recorded as treasury stock within equity and is accounted for under the cost method inclusive of share repurchase costs and excise tax on share repurchases in excess of issuances. There were no repurchases of the Company’s common stock during the three months ended September 30, 2025. For the nine months ended September 30, 2025, the Company repurchased approximately 5.4 million shares of its common stock for an aggregate purchase price of $202 million including share repurchase costs and excise tax, respectively. As of September 30, 2025, the remaining authorization under the Repurchase Plan was $300 million.
17
Accumulated Other Comprehensive Income - Loss
The following tables summarize the changes in AOCIL by component:
| Foreign Currency Adjustment | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Cash Flow Hedges | Defined Benefit Plans | Less: AOCIL attributable to NCI | AOCIL attributable to GXO | ||||||||||||||||||||||||||||||||
| As of June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||||||||
| Amounts reclassified to net income | ( | |||||||||||||||||||||||||||||||||||||
| Tax amounts | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| As of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Foreign Currency Adjustment | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Cash Flow Hedges | Defined Benefit Plans | Less: AOCIL attributable to NCI | AOCIL attributable to GXO | ||||||||||||||||||||||||||||||||
| As of December 31, 2024 | $ | ( | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amounts reclassified to net loss | ||||||||||||||||||||||||||||||||||||||
| Tax amounts | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| As of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Foreign Currency Adjustment | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Cash Flow Hedges | Defined Benefit Plans | Less: AOCIL attributable to NCI | AOCIL attributable to GXO | ||||||||||||||||||||||||||||||||
| As of June 30, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amounts reclassified to net income | ||||||||||||||||||||||||||||||||||||||
| Tax amounts | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| As of September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
18
| Foreign Currency Adjustment | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Cash Flow Hedges | Defined Benefit Plans | Less: AOCIL attributable to NCI | AOCIL attributable to GXO | ||||||||||||||||||||||||||||||||
| As of December 31, 2023 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amounts reclassified to net income | ( | |||||||||||||||||||||||||||||||||||||
| Tax amounts | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| As of September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
11. Employee Benefit Plans
Defined Benefit Plans
The Company offers pension plans in certain jurisdictions, with the most significant in the U.K. In the U.K., the Company sponsors two defined benefit pension schemes (the “U.K. Retirement Plans”). The U.K. Retirement Plans do not allow for new plan participants or additional benefit accruals. The funded status of the U.K. Retirement Plans was recorded in Other long-term assets in the Condensed Consolidated Balance Sheets.
The Company considers its other defined benefit pension plans not material to its Consolidated Financial Statements and excludes them from the disclosure below.
Components of the net periodic benefit income recognized under the U.K. Retirement Plans were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Interest cost | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Expected return on plan assets | ||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Amortization of net loss | ( | ( | ( | ( | ||||||||||||||||||||||
Net periodic pension income(1) | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Net periodic pension income was recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.
Defined Contribution Plans
Also, the Company has defined-contribution retirement plans for its United States employees and employees of certain foreign subsidiaries. In these plans, employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions.
Defined contribution plan costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Defined contribution costs(1) | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Defined contribution plan costs were primarily recorded in Direct operating expense in the Condensed Consolidated Statements of Operations.
19
12. Restructuring Costs and Other
Restructuring costs and other were primarily related to severance paid to the Company’s executive team, as well as actions taken to optimize certain administrative functions.
The following table summarizes changes in the restructuring liability, which is included in Accrued expenses and Other long-term liabilities in the Condensed Consolidated Balance Sheets.
| (In millions) | ||||||||
| Balance as of December 31, 2024 | $ | |||||||
| Charges incurred | ||||||||
| Payments | ( | |||||||
| Other reductions, net | ( | |||||||
Balance as of September 30, 2025 | $ | |||||||
As of September 30, 2025, $15 million of the restructuring liability is expected to be paid in the next 12 months.
13. Income Taxes
Income tax expense for the three months ended September 30, 2025 and 2024, was $28 million and $7 million, respectively, and the Company’s effective tax rate for the three months ended September 30, 2025 and 2024, was 31.2 %, and 16.5 %, respectively. The change in the Company’s effective tax rate was primarily driven by a jurisdictional shift in pre-tax income.
Income tax expense for the nine months ended September 30, 2025 and 2024, was $45 million and $11 million, respectively, and the Company’s effective tax rate for the nine months ended September 30, 2025 and 2024, was 118.1 % and 21.9 %, respectively. The change in the Company’s effective tax rate was primarily driven by a non-deductible regulatory matter in 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The legislation includes reinstatement 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 revisions to the business interest expense limitations. The Company is evaluating the full effects of the legislation on its financial statements. The Company anticipates potential cash tax savings with an immaterial impact on its effective tax rate.
In 2021, the Organization for Economic Co-operation and Development (“OECD”) issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. The Company has incorporated the estimated annual effect of Pillar Two into its income tax provision for the three and nine months ended September 30, 2025, and the Company expects to incur additional income tax related to Pillar Two during fiscal 2025. For the three and the nine months ended September 30, 2024, Pillar Two did not have a material impact on the Company’s income tax expense. The Company continues to monitor Pillar Two developments, including the impact of the statement issued by the Group of Seven (“G7”) on June 28, 2025 regarding the interplay between the U.S. international tax system and Pillar Two as it relates to U.S.-headquartered companies.
14. Commitments and Contingencies
The Company is involved, and will continue to be involved, in numerous legal proceedings arising from the conduct of its business. These proceedings may include personal injury claims arising from the transportation and handling of goods, contractual disputes and employment-related claims, including alleged violations of wage and hour laws.
20
The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews and adjusts accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to a loss exists in excess of the amount accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or discloses that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on management’s assessment, together with legal counsel, regarding the ultimate outcome of the matter.
Management of the Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Management of the Company does not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs related to these matters are expensed as they are incurred.
The Company carries liability and excess umbrella insurance policies that are deemed sufficient to cover potential legal claims arising in the normal course of conducting its operations. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by insurance, its financial condition, results of operations or cash flows could be negatively impacted.
On July 2, 2024, the Italian authorities initiated an investigation into the deductibility of value-added tax (VAT) payments made by the Company to certain third-party service providers. The challenged amount was €84 million ($91 million as of March 31, 2025), which the Company deposited into a restricted bank account to secure the investigation. In the first quarter of 2025, the Company accrued €61 million ($66 million) of expense, including legal fees, related to this matter. In the second quarter of 2025, the Company agreed and made final payments of €59 million ($68 million) to the Italian authorities and released any remaining restrictions on this cash account. For the three and nine months ended September 30, 2025, the Company recorded zero and $65 million, respectively, of expenses, including legal fees, related to this matter, which was recorded within the Regulatory matter and litigation expense line in the Condensed Consolidated Statements of Operations.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual 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 those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Quarterly Report on Form 10-Q are qualified by these cautionary statements, and there can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 18, 2025 (the “2024 Form 10-K”), and the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Business Overview
GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry. We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services differentiated by our ability to deliver technology-enabled, customized solutions at scale. Our customers rely on us to move their goods with high efficiency through their supply chains — from the moment goods arrive at our warehouses through fulfillment and distribution, and the management of returned products. Our customer base includes many blue-chip leaders in sectors that demonstrate high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.
Our business model is asset-light and historically resilient in cycles, with high returns, strong free cash flow and visibility into revenue and earnings. The vast majority of our contracts with customers are long-term in nature, and our warehouse lease arrangements generally align with contract length. The Company has both fixed-price contracts (closed book or hybrid contracts) and cost-plus contracts (open book contracts). Most of our customer contracts contain both fixed and variable components. The fixed component is typically designed to cover warehouse, technology and equipment costs, while the variable component is determined based on expected volumes and associated labor costs. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, the Company will generate more or less profit. Cost-plus contracts provide for the payment of allowable costs incurred during the performance of the contract plus a specified margin.
22
Acquisition
On April 29, 2024, we completed the acquisition of Wincanton plc (now Wincanton Limited), a U.K. logistics provider specializing in both warehousing and transportation solutions (“the Wincanton Acquisition”). The Wincanton Acquisition was subject to review by the Competition and Markets Authority (the “CMA”) in the U.K. On June 19, 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K. Due to the acquisition of Wincanton in 2024, comparisons in our results of operations between 2025 and 2024 are less meaningful. For additional information regarding our acquisitions see Note 5. “Acquisition” in Condensed Consolidated Financial Statements.
Results of Operations
Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Revenue | $ | 3,395 | $ | 3,157 | $ | 238 | 8 | % | ||||||||||||||||||
| Direct operating expense | 2,857 | 2,671 | 186 | 7 | % | |||||||||||||||||||||
| Selling, general and administrative expense | 285 | 265 | 20 | 8 | % | |||||||||||||||||||||
| Depreciation and amortization expense | 118 | 111 | 7 | 6 | % | |||||||||||||||||||||
| Transaction and integration costs | 14 | 21 | (7) | (33) | % | |||||||||||||||||||||
| Restructuring costs and other | 3 | 9 | (6) | (67) | % | |||||||||||||||||||||
| Regulatory matter and litigation expense | — | (1) | 1 | (100) | % | |||||||||||||||||||||
| Operating income | 118 | 81 | 37 | 46 | % | |||||||||||||||||||||
| Other income (expense), net | 5 | (6) | 11 | n/m | ||||||||||||||||||||||
| Interest expense, net | (35) | (33) | (2) | 6 | % | |||||||||||||||||||||
| Income before income taxes | 88 | 42 | 46 | n/m | ||||||||||||||||||||||
| Income tax expense | (28) | (7) | (21) | n/m | ||||||||||||||||||||||
| Net income | $ | 60 | $ | 35 | $ | 25 | 71 | % | ||||||||||||||||||
n/m - not meaningful
Revenue for the three months ended September 30, 2025 increased by 8%, or $238 million, to $3.4 billion compared with $3.2 billion for the same period in 2024. The increase reflects growth in our business and $115 million of favorable foreign currency movements for the three months ended September 30, 2025.
Direct operating expense is comprised of both fixed and variable expenses and consists of operating costs related to our warehouses, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies, and information technology expenses. Direct operating expense for the three months ended September 30, 2025 increased by 7%, or $186 million, to $2.9 billion compared with $2.7 billion for the same period in 2024. The increase reflects growth in our business and foreign currency movements. As a percentage of revenue, Direct operating expense for the three months ended September 30, 2025, was 84.2% compared with 84.6% for the same period in 2024.
Selling, general and administrative expense (“SG&A”) primarily consists of salary and benefits costs for executive and administrative functions, professional fees, bad debt expense and legal costs. SG&A for the three months ended September 30, 2025 increased by $20 million, to $285 million compared with $265 million for the same period in 2024.
Depreciation and amortization expense for the three months ended September 30, 2025 increased by $7 million, to $118 million compared with $111 million for the same period in 2024. Amortization expense was $31 million and $36 million for the three months ended September 30, 2025 and 2024, respectively.
23
Transaction and integration costs for the three months ended September 30, 2025 and 2024 were $14 million and $21 million, respectively, and primarily related to the Wincanton Acquisition.
Other income (expense), net increased from expense to income, primarily due to foreign currency gain on foreign currency contracts. Other income (expense), net was as follows:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
Net periodic pension income | $ | 5 | $ | 7 | $ | (2) | (29) | % | ||||||||||||||||||
| Foreign currency gain (loss): | ||||||||||||||||||||||||||
Realized foreign currency option and forward contracts loss | (5) | (4) | (1) | 25 | % | |||||||||||||||||||||
Unrealized foreign currency option and forward contracts gain (loss) | 7 | (8) | 15 | n/m | ||||||||||||||||||||||
Foreign currency transaction and remeasurement gain, net of intercompany forwards | — | 1 | (1) | (100) | % | |||||||||||||||||||||
| Total foreign currency gain (loss) | 2 | (11) | 13 | n/m | ||||||||||||||||||||||
| Other loss | (2) | (2) | — | — | % | |||||||||||||||||||||
| Other income (expense), net | $ | 5 | $ | (6) | $ | 11 | n/m | |||||||||||||||||||
n/m - not meaningful
Interest expense, net was as follows:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
Debt and capital leases | $ | 46 | $ | 45 | $ | 1 | 2 | % | ||||||||||||||||||
Cross-currency swaps | (9) | (10) | 1 | (10) | % | |||||||||||||||||||||
Interest income | (2) | (2) | — | — | % | |||||||||||||||||||||
| Interest expense, net | $ | 35 | $ | 33 | $ | 2 | 6 | % | ||||||||||||||||||
Income before income taxes for the three months ended September 30, 2025 was $88 million compared with $42 million for the same period in 2024. The increase in income before income taxes primarily reflects growth in our business.
Income tax expense for the three months ended September 30, 2025 and 2024 was $28 million compared with $7 million, respectively, and the Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was 31.2% and 16.5%, respectively . The change in the Company’s effective tax rate was primarily driven by a jurisdictional shift in pre-tax income.
While the United States has not adopted the Pillar Two Global Anti-Base Erosion rules issued by the Organization for Economic Co-Operation and Development (“Pillar Two”), we have incorporated the estimated annual effect of Pillar Two into our income tax provision for the three months ended September 30, 2025. For the three months ended September 30, 2024, Pillar Two did not have a material impact on our income tax expense.
24
Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Revenue | $ | 9,671 | $ | 8,459 | $ | 1,212 | 14 | % | ||||||||||||||||||
| Direct operating expense | 8,228 | 7,116 | 1,112 | 16 | % | |||||||||||||||||||||
| Selling, general and administrative expense | 818 | 784 | 34 | 4 | % | |||||||||||||||||||||
| Depreciation and amortization expense | 337 | 302 | 35 | 12 | % | |||||||||||||||||||||
| Transaction and integration costs | 50 | 55 | (5) | (9) | % | |||||||||||||||||||||
| Restructuring costs and other | 22 | 26 | (4) | (15) | % | |||||||||||||||||||||
| Regulatory matter and litigation expense | 65 | 59 | 6 | 10 | % | |||||||||||||||||||||
| Operating income | 151 | 117 | 34 | 29 | % | |||||||||||||||||||||
| Other income (expense), net | (10) | 1 | (11) | n/m | ||||||||||||||||||||||
| Interest expense, net | (103) | (69) | (34) | 49 | % | |||||||||||||||||||||
| Income before income taxes | 38 | 49 | (11) | (22) | % | |||||||||||||||||||||
| Income tax expense | (45) | (11) | (34) | n/m | ||||||||||||||||||||||
| Net income (loss) | $ | (7) | $ | 38 | $ | (45) | n/m | |||||||||||||||||||
n/m - not meaningful
Revenue for the nine months ended September 30, 2025 increased by 14%, or $1.2 billion, to $9.7 billion compared with $8.5 billion for the same period in 2024. The increase reflects $655 million from the Wincanton Acquisition, and growth in our business. Favorable foreign currency movements increased our revenue by $209 million for the nine months ended September 30, 2025.
Direct operating expense for the nine months ended September 30, 2025 increased by 16%, or $1.1 billion, to $8.2 billion compared with $7.1 billion for the same period in 2024. The increase reflects $595 million from the Wincanton Acquisition, growth in our business and foreign currency movements. As a percentage of revenue, Direct operating expense for the nine months ended September 30, 2025, was 85.1% compared with 84.1% for the same period in 2024. The increase in Direct operating expense as a percentage of revenue was primarily related to the Wincanton Acquisition.
SG&A for the nine months ended September 30, 2025 increased by $34 million, to $818 million compared with $784 million for the same period in 2024. SG&A increased primarily due to the Wincanton Acquisition.
Depreciation and amortization expense for the nine months ended September 30, 2025 increased by $35 million, to $337 million compared with $302 million for the same period in 2024. Amortization expense was $90 million and $77 million for the nine months ended September 30, 2025 and 2024, respectively. Depreciation and amortization expense increased primarily due to the Wincanton Acquisition.
Transaction and integration costs for the nine months ended September 30, 2025 and 2024 were $50 million and $55 million, respectively and primarily related to the Wincanton Acquisition.
Restructuring costs and other were primarily related to severance paid to our executive team, as well as actions taken to optimize certain administrative functions. Restructuring costs and other for the nine months ended September 30, 2025 were $22 million, compared with $26 million for the same period in 2024.
Regulatory matter and litigation expense for the nine months ended September 30, 2025 and 2024, were $65 million and $59 million, respectively. For the nine months ended September 30, 2025, we recorded $65 million of expense related to a regulatory matter for the deductibility of value-added tax payments made by us to certain third-party service providers challenged by the Italian authorities. For the nine months ended September 30, 2024, we recorded
25
$59 million of litigation expense related to a dispute between us and one of our customers, which was settled in the second quarter of 2024. For additional information regarding our regulatory and legal matters, see Note 14. “Commitments and Contingencies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Other income (expense), net decreased from income to expense, primarily due to foreign currency loss on foreign currency contracts. Other income (expense), net was as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
Net periodic pension income | $ | 14 | $ | 15 | $ | (1) | (7) | % | ||||||||||||||||||
| Foreign currency gain (loss): | ||||||||||||||||||||||||||
Realized foreign currency option and forward contracts loss | (9) | (6) | (3) | 50 | % | |||||||||||||||||||||
Unrealized foreign currency option and forward contracts loss | (11) | (4) | (7) | n/m | ||||||||||||||||||||||
Foreign currency transaction and remeasurement loss, net of intercompany forwards | (2) | (2) | — | — | % | |||||||||||||||||||||
| Total foreign currency loss | (22) | (12) | (10) | 83 | % | |||||||||||||||||||||
| Other loss | (2) | (2) | — | — | % | |||||||||||||||||||||
| Other income (expense), net | $ | (10) | $ | 1 | $ | (11) | n/m | |||||||||||||||||||
n/m - not meaningful
Interest expense, net, primarily increased due to debt incurred for the Wincanton Acquisition. Interest expense, net was as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
Debt and capital leases | $ | 134 | $ | 103 | $ | 31 | 30 | % | ||||||||||||||||||
Cross-currency swaps | (26) | (29) | 3 | (10) | % | |||||||||||||||||||||
Interest income | (5) | (5) | — | — | % | |||||||||||||||||||||
| Interest expense, net | $ | 103 | $ | 69 | $ | 34 | 49 | % | ||||||||||||||||||
Income before income taxes for the nine months ended September 30, 2025 was $38 million compared with $49 million for the same period in 2024. The decrease in income before income taxes primarily reflects higher operating income due to growth in our business, offset by higher other expense, net and interest expense, net.
Income tax expense for the nine months ended September 30, 2025 and 2024 was $45 million and $11 million, respectively, and the Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was 118.1%, and 21.9%, respectively. The change in the Company’s effective tax rate was primarily driven by a non-deductible regulatory matter in 2025.
While the United States has not adopted Pillar Two, we have incorporated the estimated annual effect of Pillar Two into our income tax provision for the nine months ended September 30, 2025, and we expect to incur additional income tax related to Pillar Two during fiscal 2025. For the nine months ended September 30, 2024, Pillar Two did not have a material impact on our income tax expense. We continue to monitor Pillar Two developments, including the impact of the statement issued by the Group of Seven (“G7”) on June 28, 2025 regarding the interplay between the U.S. international tax system and Pillar Two as it relates to U.S.-headquartered companies.
26
Liquidity and Capital Resources
Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facilities and factoring programs. Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings, repurchases of our common stock and strategic business development transactions. The timing and magnitude of our new contract start-ups can vary and may positively or negatively impact our cash flows. We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources.
As of September 30, 2025, we held cash and cash equivalents of $339 million and restricted cash of $5 million, and we had $969 million of borrowing capacity, net of letters of credit under our revolving credit facilities.
On February 18, 2025, our board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of our common stock. The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise. The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We will fund the repurchases with existing cash, borrowings on our revolving credit facility, and/or other financing sources. The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time. As of September 30, 2025, the remaining authorization under the Repurchase Plan was $300 million.
We believe that our cash and cash equivalents on hand, our cash flows generated by our operations, amounts available under the revolving credit facilities, the use of our factoring programs, and refinancing options available to us in the capital markets, will provide sufficient liquidity to operate our business and fund our current and assumed obligations for at least the next 12 months and for the foreseeable future thereafter.
For additional information regarding our cash requirement from lease obligations, indebtedness and contractual obligations, see Note 4. “Leases,” Note 7. “Debt and Financing Arrangements” and Note 14. “Commitments and Contingencies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Financial Condition
The following table summarizes our asset and liability balances:
| September 30, | December 31, | |||||||||||||||||||||||||
| (In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
Current assets | $ | 2,806 | $ | 2,641 | $ | 165 | 6 | % | ||||||||||||||||||
Long-term assets | 9,101 | 8,625 | 476 | 6 | % | |||||||||||||||||||||
Current liabilities | 3,934 | 3,189 | 745 | 23 | % | |||||||||||||||||||||
Long-term liabilities | 4,985 | 5,042 | (57) | (1) | % | |||||||||||||||||||||
Current liabilities primarily increased due to the current portion of our long-term debt. Our assets and liabilities increased due to foreign currency translation from our non-USD operations, primarily the British pound sterling and the Euro, compared to December 31, 2024.
27
Cash Flow Activity
Our cash flows from operating, investing and financing activities, as reflected on our Condensed Consolidated Statements of Cash Flows, are summarized as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
(In millions, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 264 | $ | 363 | $ | (99) | (27) | % | ||||||||||||||||||
| Net cash used in investing activities | (169) | (1,107) | 938 | (85) | % | |||||||||||||||||||||
| Net cash provided by (used in) financing activities | (266) | 829 | (1,095) | n/m | ||||||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | 30 | 14 | 16 | n/m | ||||||||||||||||||||||
| Net increase (decrease) in cash, restricted cash and cash equivalents | $ | (141) | $ | 99 | $ | (240) | n/m | |||||||||||||||||||
n/m - not meaningful
Operating Activities
Cash flows provided by operating activities for the nine months ended September 30, 2025, decreased by $99 million compared with the same period in 2024. The decrease was due to working capital consumption resulting from decreased collections and increased vendor payments, partially offset by income (loss) adjusted for non-cash items for the nine months ended September 30, 2025, compared with the same period in 2024.
Investing Activities
Investing activities used $169 million and $1.1 billion of cash for the nine months ended September 30, 2025 and September 30, 2024, respectively. During the nine months ended September 30, 2025, we utilized $269 million of cash to purchase property and equipment, settled $1 million of cash in cross-currency swap agreements, and received $101 million of cash from sales of property and equipment. The nine months ended September 30, 2025, include the purchase of property and equipment, which was sold for $90 million in the third quarter of 2025. During the nine months ended September 30, 2024, we utilized $863 million, net of cash acquired, to fund the Wincanton Acquisition, utilized $255 million of cash to purchase property and equipment, settled $5 million of cash in cross-currency swap agreements, and received $16 million of cash from sales of property and equipment.
Financing Activities
Financing activities used $266 million and generated $829 million of cash for the nine months ended September 30, 2025 and September 30, 2024, respectively. The primary use of cash from financing activities during the nine months ended September 30, 2025 was $200 million to repurchase shares of our common stock under the Repurchase Plan, $56 million to repay debt, $38 million to repay finance lease obligations and $8 million in payments for employee taxes on net settlement of equity awards, partially offset by $38 million of net borrowings under our revolving credit facilities. The source of cash from financing activities during the nine months ended September 30, 2024, was $1.1 billion of proceeds from issuance of long-term debt, partially offset by $150 million of cash used to repay debt, $32 million of cash used to repay finance lease obligations, and $8 million in payments for employee taxes on net settlement of equity awards.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
28
Contractual Obligations
As of September 30, 2025, the Company’s contractual obligations had not materially changed compared with December 31, 2024.
Critical Accounting Policies and Estimates
There have been no material changes to the critical accounting policies and estimates as previously disclosed in “Critical Accounting Policies” in Part II, Item 7 of our 2024 Form 10-K.
Accounting Pronouncements
Information related to new accounting standards is included in Note 1. “Basis of Presentation and Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk that may impact our Condensed Consolidated Financial Statements primarily due to variable-rate debt and fluctuations in certain foreign currencies. To reduce our exposure to market risk associated with interest and foreign currency exchange rate risks, we enter into various derivative instruments. There have been no material changes to our exposure to market risk for the nine months ended September 30, 2025, from those previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II, Item 7A of our Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of September 30, 2025. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of September 30, 2025 were effective as of such time such that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidated subsidiaries and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
Other than the design and implementation of internal controls related to the acquisition of Wincanton plc (now Wincanton Limited), there have not been any changes in our internal control over financial reporting during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
29
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 14. “Commitments and Contingencies” in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of our legal proceedings.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors as previously disclosed in “Risk Factors” contained in Part I, Item 1A of our Form 10-K for the year ended December 31, 2024, except as disclosed under Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
None.
ITEM 5. OTHER INFORMATION
Compensatory Arrangement of the Chief Financial Officer of the Company
As previously disclosed on August 5, 2025 (the “Prior Disclosure”), the Company announced that the Company and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer (“CFO”) of the Company in March 2026. Mr. Oran will continue to serve as CFO until his departure or until such earlier date as his successor is appointed.
As contemplated in the Prior Disclosure, Mr. Oran has entered into a separation agreement with the Company that includes a general release of claims in favor of the Company, and provides the following: (a) Mr. Oran will receive (i) all severance payments due to him in connection with a termination without cause under the Company’s Severance Plan, and (ii) certain outplacement services; and (b) Mr. Oran’s outstanding Company service-based restricted stock units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting through the termination date in accordance with their existing terms.
The foregoing summary of Mr. Oran’s separation agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr. Oran’s separation agreement, a copy of which is filed as Exhibit 10.2 to this Form 10-Q and is incorporated herein by reference.
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ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 10.1*+ | ||||||||
| 10.2*+ | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | Inline XBRL Instance Document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase. | |||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
| + | This exhibit is a management contract or compensatory plan or arrangement. | |||||||
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SIGNATURES
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, thereunto duly authorized.
GXO Logistics, Inc. | ||||||||
Date: November 6, 2025 | By: | /s/ Patrick Kelleher | ||||||
| Patrick Kelleher | ||||||||
| (Chief Executive Officer) | ||||||||
(Principal Executive Officer) | ||||||||
Date: November 6, 2025 | By: | /s/ Baris Oran | ||||||
| Baris Oran | ||||||||
| (Chief Financial Officer) | ||||||||
(Principal Financial Officer) | ||||||||
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