What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-11-05 · 178 added, 275 removed, 397 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024

5 unchanged sentences

Restructuring costs and other 17 16

Litigation expense ( 1 ) — 59 —

Operating income 81 90 117 231

Regulatory matter and litigation expense 66 63

Operating loss ( 56 ) ( 39 )

Other income (expense), net ( 5 ) 6

Interest expense, net ( 32 ) ( 13 )

Income before income taxes 42 83 49 198

Income tax expense ( 7 ) ( 15 ) ( 11 ) ( 38 )

Net income 35 68 38 160

Loss before income taxes ( 93 ) ( 46 )

Income tax (expense) benefit ( 2 ) 10

Net loss ( 95 ) ( 36 )

Net income attributable to Noncontrolling Interests (“NCI”) ( 1 ) ( 1 )

Net income attributable to GXO $ 33 $ 66 $ 34 $ 156

Earnings per share

Net loss attributable to GXO $ ( 96 ) $ ( 37 )

Loss per share

Basic $ ( 0.81 ) $ ( 0.31 )

Diluted $ ( 0.81 ) $ ( 0.31 )

Weighted-average common shares outstanding

Weighted-average shares used in computation of loss per share

Basic 118,991 119,273

2 unchanged sentences

GXO Logistics, Inc.

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended March 31,

(In millions) 2025 2024

Net income $ 35 $ 68 $ 38 $ 160

Net loss $ ( 95 ) $ ( 36 )

Other comprehensive income (loss), net of tax

3 unchanged sentences

Other comprehensive income (loss), net of tax 69 ( 11 )

Comprehensive income, net of tax 198 — 176 124

Comprehensive loss, net of tax ( 26 ) ( 47 )

Comprehensive income attributable to NCI 2 —

Comprehensive income attributable to GXO $ 195 $ — $ 172 $ 121

Comprehensive loss attributable to GXO $ ( 28 ) $ ( 47 )

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30, December 31,

March 31, December 31,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024

28 unchanged sentences

Common Stock, $ 0.01 par value per share;

300,000 shares authorized, 119,472 and 119,057 issued and outstanding

300,000 shares authorized, 119,721 and 119,496 shares issued and 116,955 and 119,496 shares outstanding, respectively

Treasury stock, at cost;

2,766 and 0 shares, respectively

Preferred Stock, $ 0.01 par value per share;

10,000 shares authorized, none issued and outstanding

10,000 shares authorized, 0 issued and outstanding

Additional Paid-In Capital (“APIC”) 2,635 2,629

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

Cash flows from operating activities:

Net income $ 38 $ 160

Adjustments to reconcile net income to net cash provided by operating activities

Net loss $ ( 95 ) $ ( 36 )

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization expense 109 92

1 unchanged sentence

Deferred tax benefit

( 37 ) ( 29 )

Changes in operating assets and liabilities

7 unchanged sentences

Proceeds from sale of property and equipment 1 6

Acquisition of businesses, net of cash acquired ( 863 ) —

Cross-currency swap agreements settlement ( 5 ) —

Purchase of Wincanton plc shares — ( 15 )

Net cash used in investing activities ( 77 ) ( 82 )

Cash flows from financing activities:

Proceeds from debt, net 1,085 —

Repayments of debt, net ( 216 ) ( 139 )

Common stock repurchased ( 106 ) —

Net borrowings under revolving credit facilities 56 —

Repayments of finance lease obligations ( 11 ) ( 8 )

Taxes paid related to net share settlement of equity awards ( 6 ) ( 4 )

Net cash provided by (used in) financing activities 829 ( 170 )

Net cash used in financing activities ( 66 ) ( 8 )

Effect of exchange rates on cash and cash equivalents 11 ( 5 )

Net increase (decrease) in cash, restricted cash and cash equivalents 99 ( 21 )

Net decrease in cash, restricted cash and cash equivalents ( 103 ) ( 45 )

Cash, restricted cash and cash equivalents, beginning of period 485 470

2 unchanged sentences

Cash and cash equivalents $ 288 $ 423

Restricted Cash (included in Current assets) 92 —

Restricted Cash (included in Other long-term assets) 2 2

Total cash, restricted cash and cash equivalents $ 382 $ 425

Non-cash financing activities:

Unsettled stock repurchases for which trades occurred $ 4 $ —

Excise tax liability related to stock repurchases $ 1 $ —

See accompanying Notes to Condensed Consolidated Financial Statements.

5 unchanged sentences

(Shares in thousands,

dollars in millions) Shares Amount

Balance as of June 30, 2024 119,437 $ 1 $ 2,610 $ 553 $ ( 263 ) $ 2,901 $ 32 $ 2,933

Net income — — — 33 — 33 2 35

Other comprehensive Income — — — — 162 162 1 163

Stock-based compensation — — 11 — — 11 — 11

Vesting of stock compensation awards 61 — — — — — — —

Tax withholding on vesting of stock-based compensation awards ( 26 ) — ( 1 ) — — ( 1 ) — ( 1 )

Balance as of September 30, 2024 119,472 $ 1 $ 2,620 $ 586 $ ( 101 ) $ 3,106 $ 35 $ 3,141

Common Stock APIC Retained

Earnings AOCIL Equity Before

NCI NCI Total

(Shares in thousands,

dollars in millions) Shares Amount

dollars in millions) Shares Amount Treasury Stock

Balance as of December 31, 2024 119,496 $ 1 $ — $ 2,629 $ 686 $ ( 313 ) $ 3,003 $ 32 $ 3,035

Net income — — — 34 — 34 4 38

Net income (loss) — — — — ( 96 ) — ( 96 ) 1 ( 95 )

Other comprehensive income — — — — — 68 68 1 69

2 unchanged sentences

Tax withholding on vesting of stock-based compensation awards ( 145 ) — — ( 6 ) — — ( 6 ) — ( 6 )

Other — — — — — — ( 3 ) ( 3 )

Balance as of September 30, 2024 119,472 $ 1 $ 2,620 $ 586 $ ( 101 ) $ 3,106 $ 35 $ 3,141

See accompanying Notes to Condensed Consolidated Financial Statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Changes in Equity

Common Stock APIC Retained

Earnings AOCIL Equity Before

NCI NCI Total

(Shares in thousands,

dollars in millions) Shares Amount

Balance as of June 30, 2023 118,932 $ 1 $ 2,587 $ 413 $ ( 223 ) $ 2,778 $ 33 $ 2,811

Net income — — — 66 — 66 2 68

Other comprehensive loss — — — — ( 66 ) ( 66 ) ( 2 ) ( 68 )

Stock-based compensation — — 7 — — 7 — 7

Vesting of stock compensation awards 30 — — — — — — —

Tax withholding on vesting of stock compensation awards ( 11 ) — ( 1 ) — — ( 1 ) — ( 1 )

Balance as of September 30, 2023 118,951 $ 1 $ 2,593 $ 479 $ ( 289 ) $ 2,784 $ 33 $ 2,817

Common stock repurchased ( 2,766 ) — ( 111 ) — — — ( 111 ) — ( 111 )

Balance as of March 31, 2025 116,955 $ 1 $ ( 111 ) $ 2,635 $ 590 $ ( 245 ) $ 2,870 $ 34 $ 2,904

Common Stock APIC Retained

4 unchanged sentences

Balance as of December 31, 2023 119,057 $ 1 $ 2,598 $ 552 $ ( 239 ) $ 2,912 $ 34 $ 2,946

Net income — — — 156 — 156 4 160

Net income (loss) — — — ( 37 ) — ( 37 ) 1 ( 36 )

Other comprehensive loss — — — — ( 10 ) ( 10 ) ( 1 ) ( 11 )

1 unchanged sentence

Vesting of stock compensation awards 394 — — — — — — —

Tax withholding on vesting of stock compensation awards ( 143 ) — ( 7 ) — — ( 7 ) — ( 7 )

Other — — — — — — ( 3 ) ( 3 )

Balance as of September 30, 2023 118,951 $ 1 $ 2,593 $ 479 $ ( 289 ) $ 2,784 $ 33 $ 2,817

Tax withholding on vesting of stock-based compensation awards ( 83 ) — ( 4 ) — — ( 4 ) — ( 4 )

Balance as of March 31, 2024 119,368 $ 1 $ 2,602 $ 515 $ ( 249 ) $ 2,869 $ 34 $ 2,903

See accompanying Notes to Condensed Consolidated Financial Statements.

22 unchanged sentences

Court of Appeals for the Eighth Circuit.

In February 2025, the SEC requested that the court not schedule the matter for argument in order to allow time for the SEC to determine appropriate next steps.

On March 27, 2025, the SEC voted to end its legal defense of the final rules, although judicial review remains ongoing.

The Company continues to monitor developments and evaluate the potential impact of these rules on its Consolidated Financial Statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740):

In December 2023, the 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 for annual periods beginning after December 15, 2024 and early adoption is permitted.

The guidance can be applied prospectively or retrospectively.

The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements and early adoption is permitted.

The Company does not expect the adoption of this new standard to impact its Consolidated Financial Statements other than incremental disclosures on its Annual Report on Form 10-K for the year ending December 31, 2024.

The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of the disclosure requirements about income taxes paid and the rate reconciliation in its Consolidated Financial Statements.

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 is currently evaluating the impact of the disclosure requirements about specific expense categories in its Consolidated Financial Statements.

Revenue Recognition

Revenue disaggregated by geographical area was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

4 unchanged sentences

Spain 143 129

Italy 98 97 288 279

Other 178 156

2 unchanged sentences

Revenue disaggregated by industry was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

1 unchanged sentence

Technology and consumer electronics 393 382

Food and beverage 344 362 986 1,004

Industrial and manufacturing 362 266

Food and beverage 314 316

Consumer packaged goods 284 295

3 unchanged sentences

The contract asset and contract liability balances from contracts with customers were as follows:

September 30, December 31,

March 31, December 31,

(In millions) 2025 2024

Contract assets included in:

Contract assets and contract costs included in:

Other current assets $ 32 $ 37

6 unchanged sentences

Revenue recognized included the following:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

Amounts included in the beginning of year contract liability balance

$ 16 $ 11 $ 169 $ 109

Remaining Performance Obligations

The remaining performance obligations relate to firm customer contracts for which services have not been performed and future revenue recognition is expected.

As permitted in determining the remaining performance obligation, the Company omits obligations that have original expected durations of one year or less or contain variable consideration.

As of September 30, 2024, the fixed consideration component of the Company’s remaining performance obligation was approximately $ 3.9 billion, and the Company expects to recognize approximately 77 % of that amount over the next three years and the remainder thereafter.

The Company estimates remaining performance obligations at a point in time, and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.

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 reporting unit results are regularly provided to the chief operating decision maker (“CODM”).

The CODM is our Chief Executive Officer, who assesses the Company’s performance and allocates resources.

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, litigation expense, and unrealized gain/loss on foreign currency contracts and other adjustments (“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 March 31,

(In millions) 2025 2024

Revenue $ 2,977 $ 2,456

Direct operating expense 2,558 2,056

Selling, general and administrative expense (1)

Other (income), net (2)

Segment Adjusted EBITDA $ 178 $ 167

Corporate expenses (3)

Depreciation expense 80 73

Amortization of intangible assets acquired 29 19

Transaction and integration costs 22 19

Restructuring costs and other 17 16

Regulatory matter and litigation expense 66 63

Unrealized (gain) loss on foreign currency contracts (4)

Interest expense, net 32 13

Loss before income taxes ( 93 ) ( 46 )

Income tax (expense) benefit ( 2 ) 10

Net loss $ ( 95 ) $ ( 36 )

(1) Excludes unallocated corporate expenses.

(2) Other income, 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.

(4) Included in Other income, net in the Condensed Consolidated Statements of Operations .

The Company has operating leases for real estate, warehouse equipment, trucks, trailers, containers and material handling equipment.

1 unchanged sentence

The following amounts were recorded in the Condensed Consolidated Balance Sheets related to leases:

September 30, December 31,

March 31, December 31,

(In millions) 2025 2024

10 unchanged sentences

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,

Three Months Ended March 31,

(In millions) 2025 2024

4 unchanged sentences

Total operating lease cost (1)

$ 319 $ 277 $ 882 $ 824

Finance leases:

5 unchanged sentences

Supplemental cash flow information was as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

Leased assets obtained in exchange for new lease obligations:

Operating leases, including $ 246 from an acquisition in 2024

Finance leases, including $ 36 from an acquisition in 2024

Operating leases $ 197 $ 167

Finance leases 36 —

Wincanton Acquisition

On February 29, 2024, the Company and the board of directors of Wincanton plc, a logistics company based in Chippenham, United Kingdom (“Wincanton”), reached an agreement on the terms of a cash offer by the Company for the acquisition of the entire issued ordinary share capital of Wincanton (the “Wincanton Acquisition”).

Under the terms of the agreement, Wincanton shareholders received 605 pence ($ 7.64 as of the acquisition date) in cash for each Wincanton share held.

On April 10, 2024, the Wincanton shareholders approved the Wincanton Acquisition and on April 29, 2024, the Company completed the Wincanton Acquisition for total consideration of approximately £ 762 million ($ 958 million).

The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K.

On November 1, 2024, the CMA announced that it intends to refer the Wincanton Acquisition for an in-depth Phase 2 investigation unless acceptable undertakings are agreed between the Company and the CMA by November 15, 2024.

Wincanton is a logistics provider specializing in both warehousing and transportation solutions in the U.K.

Wincanton provides services to customers in grocery, retail and manufacturing, consumer goods, ecommerce, healthcare, defense, industrial, and energy industries.

The Company incurred acquisition costs related to the Wincanton Acquisition of $ 19 million and $ 45 million for the three and nine months ended September 30, 2024, respectively, which are included in Transaction and integration costs in the Condensed Consolidated Statements of Operations.

In connection with the Wincanton Acquisition, (i) the Company entered into a bridge term loan credit agreement (the “Bridge Term Loan”), (ii) the Company entered into a three-year term loan credit agreement (“Three-Year Term Loan due 2027”), and (iii) in April 2024, the Company issued $ 1.1 billion aggregate principal amount of senior notes (the “Unsecured Notes”).

For additional information regarding the financing agreements entered in connection with the Wincanton Acquisition, see Note 6.

Debt and Financing Arrangements.

Wincanton’s results of operations are included in the Condensed Consolidated Statements of Operations from the date of acquisition.

For the three months ended September 30, 2024, the Company recorded $ 529 million and $ 4 million of revenue and loss before income taxes, respectively.

For the nine months ended September 30, 2024, the Company recorded $ 862 million and $ 1 million of revenue and loss before income taxes, respectively.

On April 29, 2024, the Company completed the acquisition of Wincanton plc for total consideration of approximately £ 762 million ($ 958 million as of acquisition date) (the “Wincanton Acquisition”).

The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K., which is expected to be completed by June 25, 2025.

In connection with the Wincanton Acquisition, the Company incurred transaction costs of $ 21 million and $ 15 million for the three months ended March 31, 2025 and 2024, respectively, which were included in Transaction and integration costs in the Condensed Consolidated Statements of Operations.

The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:

29 unchanged sentences

(1) The Company acquired $ 529 million of intangible assets, comprised of customer relationships, trade names, and intellectual property with weighted-average useful lives of 12.5 years.

(2) The Company recorded a realized foreign currency gain of $ 5 million which represents the change in foreign currency rates from the acquisition date through the settlement date.

The gain is included as a component of “Transaction and Integration costs” on the Condensed Consolidated Statements of Operations.

(2) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date.

4 unchanged sentences

The final allocation of the purchase price may differ from the preliminary allocation based on completion of the valuation.

The primary areas of the purchase price allocation that are not yet finalized relate to intangible assets, goodwill, other long-term assets, lease assets and liabilities, accrued expenses, and income taxes.

The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date.

The following unaudited pro forma information presents the Company’s results of operations as if the Wincanton Acquisition occurred on January 1, 2023.

The pro forma results reflect the impact of incremental interest expense to finance the acquisition and amortization expense on acquired intangible assets.

Adjustments have also been made to remove transaction related costs.

The unaudited pro forma information is not necessarily indicative of what the results of operations of the combined company would have been had the Wincanton Acquisition been completed as of January 1, 2023.

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2024 2023 2024 2023

Revenue $ 3,157 $ 2,914 $ 9,033 $ 8,482

Income (loss) before income taxes (1)(2)

61 67 ( 8 ) 135

(1) Included in the Income (loss) before income taxes on a pro forma basis for the nine months ended September 30, 2024 were long-lived asset impairment charges of $ 90 million recorded by Wincanton.

(2) Included in the Income (loss) before income taxes on a pro forma basis for the three and nine months ended September 30, 2024 were foreign currency losses of $ 11 million and $ 12 million, respectively, compared with foreign currency gains of $ 5 million and $ 2 million for the three and nine months ended September 30, 2023, respectively.

PFSweb Acquisition

On September 13, 2023, the Company entered into an Agreement and Plan of Merger to acquire PFSweb, Inc., a Delaware corporation headquartered in Irving, Texas (“PFS”), and on October 23, 2023, the Company completed its acquisition of PFS (the “PFS Acquisition”).

The Company acquired the shares of PFS at a price per share of $ 7.50 in cash, totaling approximately $ 149 million, net of cash acquired.

PFS is a global provider of omnichannel commerce solutions, including a broad range of technology, infrastructure and professional services, in the United States, Canada and Europe.

PFS’s service offerings include order fulfillment, fulfillment-as-a-service, order management and customer care.

The Company recorded the fair value of assets acquired and liabilities assumed on the date of acquisition, including intangible assets comprising customer relationships, trademarks, trade names and developed technology of $ 55 million with a weighted-average amortization period of 13 years.

Goodwill acquired in connection with the acquisition was $ 80 million, recorded in the Americas and Asia-Pacific reporting unit, and was attributed to anticipated synergies.

The Company does not expect the goodwill recognized in connection with the PFS Acquisition to be deductible for U.S.

income tax purposes.

The following table presents the changes in Goodwill for the nine months ended September 30, 2024:

The following table presents the changes in Goodwill for the three months ended March 31, 2025:

(In millions)

2 unchanged sentences

Impact of foreign exchange translation (2)

Balance as of September 30, 2024

(1) Includes $ 673 million and $ 4 million for the preliminary purchase price allocation for the Wincanton Acquisition and adjustments to the purchase price allocation for the PFS Acquisition, respectively.

Balance as of March 31, 2025

(1) This includes a $ 19 million goodwill reduction for the preliminary purchase price allocation for 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, 2024 and December 31, 2023, there were no accumulated goodwill impairment losses.

As of March 31, 2025 and December 31, 2024, there were no accumulated goodwill impairment losses.

Debt and Financing Arrangements

The following table summarizes the carrying value of the Company’s debt:

September 30, December 31,

March 31, December 31,

(In millions, except percentages) Rate (1)

2 unchanged sentences

Unsecured notes due 2029 (3)

6.25 % 593 593

Unsecured notes due 2031 (4)

1 unchanged sentence

Unsecured notes due 2034 (5)

Three-Year Term Loan due 2025 (6)

6.50 % 490 490

Three-Year Term Loan due 2025

Five-Year Term Loan due 2027 (6)

4 unchanged sentences

Total Long-term debt $ 2,545 $ 2,521

(1) Interest rate as of September 30, 2024.

(2) Net of unamortized debt issuance costs of $ 1 million and $ 2 million as of September 30, 2024 and December 31, 2023, respectively.

(3) Net of unamortized debt issuance costs of $ 7 million as of September 30, 2024.

(4) Net of unamortized debt issuance costs of $ 3 million as of September 30, 2024 and December 31, 2023.

(5) Net of unamortized debt issuance costs of $ 10 million as of September 30, 2024.

(6) On June 27, 2024, the Company repaid $ 50 million of the Three-Year Term Loan due 2025.

(7) Net of unamortized debt issuance costs of $ 1 million as of September 30, 2024 and December 31, 2023.

(8) On May 6, 2024, the Company repaid $ 100 million of the Five-Year Term Loan due 2027.

Unsecured Notes

On April 25, 2024, the Company entered into an underwriting agreement to issue and sell $ 1.1 billion of Unsecured Notes, consisting of $ 600 million in aggregate principal amount of its 6.25 % senior notes due 2029 (the “2029 Notes”) and $ 500 million in aggregate principal amount of its 6.50 % senior notes due 2034 (the “2034 Notes,” and together with the 2029 Notes, the ‘‘Unsecured Notes”) in a registered public offering to fund the Wincanton Acquisition.

The closing of the sale of the Unsecured Notes occurred on May 6, 2024.

The 2029 Notes bear interest at a rate of 6.25 % per annum payable semiannually on May 6 and November 6 of each year, beginning on November 6, 2024, and maturing on May 6, 2029.

The 2034 Notes bear interest at a rate of 6.50 % per annum payable semiannually on May 6 and November 6 of each year, beginning on November 6, 2024, and maturing on May 6, 2034.

Three-Year Term Loan due 2027

On March 29, 2024, the Company entered into a three-year term loan credit agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as an administrative agent, that provided a three-year multicurrency £ 250 million unsecured term facility to fund the Wincanton Acquisition.

Concurrently with the closing of the Unsecured Notes, the Company terminated the commitments under the Three-Year Term Loan due 2027.

No amounts were drawn under the Three-Year Term Loan due 2027.

Bridge Term Loan

On February 29, 2024, the Company entered into a 364-day bridge term loan credit agreement that provided a £ 763 million unsecured Bridge Term Loan facility to fund the Wincanton Acquisition.

Concurrently with the closing of the Unsecured Notes, the Company terminated the commitments under the Bridge Term Loan.

No amounts were drawn under the Bridge Term Loan.

(1) Interest rate as of March 31, 2025.

(2) Net of unamortized discount and debt issuance costs of $ 0 million and $ 1 million as of March 31, 2025 and December 31, 2024, respectively.

(3) Net of unamortized discount and debt issuance costs of $ 7 million as of March 31, 2025 and December 31, 2024.

(4) Net of unamortized discount and debt issuance costs of $ 3 million as of March 31, 2025 and December 31, 2024.

(5) Net of unamortized discount and debt issuance costs of $ 10 million as of March 31, 2025 and December 31, 2024.

(6) Net of unamortized debt issuance costs of $ 1 million as of March 31, 2025 and December 31, 2024.

Revolving Credit Facilities

On March 29, 2024, the Company terminated its previous revolving credit agreement expiring in 2026 and entered into a new revolving credit agreement with Bank of America N.A., as administrative agent and an issuing lender (the “Revolving Credit Agreement”).

The Revolving Credit Agreement is a five-year unsecured, multicurrency revolving facility expiring in 2029.

The aggregate commitment of all lenders under the Revolving Credit Agreement will be equal to $ 800 million, of which $ 100 million is available for the issuance of letters of credit.

Loans under the Revolving Credit Agreement will bear interest at a fluctuating rate per annum equal to (a) with respect to borrowings in U.S.

Dollars, at the Company’s option the alternate base rate or term Secured Overnight Financing Rate (“SOFR”), (b) with respect to borrowings in Canadian Dollars, term Canadian Overnight Repo Rate Average (“CORRA”), (c) with respect to borrowings in Pounds Sterling, daily simple Sterling Overnight Index Average Rate (“SONIA”) and (d) with respect to borrowings in Euros, Euro Interbank Offered Rate (“EURIBOR”), in each case, plus an applicable margin calculated based on the Company’s credit ratings.

No amounts were outstanding under the previous or new revolving credit agreements as of September 30, 2024 or December 31, 2023.

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 approximately £ 175 million ($ 234 million as of September 30, 2024) in aggregate at any time, expiring in March 2027.

Loans under the Wincanton Revolving Credit Agreement will bear interest at daily simple SONIA plus a fixed margin.

As of September 30, 2024, the Company had £ 55 million ($ 74 million) of borrowings outstanding under the Wincanton Revolving Credit Agreement.

Amounts drawn and repaid in 90 days or less under the revolving credit facilities are presented net in the Condensed Consolidated Statements of Cash Flows.

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 March 31, 2025, and

December 31, 2024, no amounts were outstanding under the Revolving Credit Agreement and letters of credit were $ 1 million under this agreement.

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 ($ 226 million as of March 31, 2025) in aggregate at any time, expiring in March 2027.

Loans under the Wincanton Revolving Credit Agreement bear interest at daily simple Sterling Overnight Index Average rate plus a margin.

As of March 31, 2025, and December 31, 2024, the Company had £ 59 million ($ 76 million as of March 31, 2025) and £ 15 million ($ 19 million as of December 31, 2024) 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 March 31, 2025, the Company complied with the covenants contained in its debt and financing arrangements.

Factoring Programs

1 unchanged sentence

Information related to the trade receivables sold was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

1 unchanged sentence

Cash consideration 598 289

Net cash provided by operating cash flows

140 27 158 27

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, 2024, the Company complied with the covenants contained in its debt and financing arrangements.

Net cash provided by (used in) operating cash flows

Fair Value Measurements and Financial Instruments

8 unchanged sentences

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, 2024 and December 31, 2023, due to their short-term nature.

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 March 31, 2025 and December 31, 2024, due to their short-term nature.

The fair value of debt was as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In millions) Level Fair

13 unchanged sentences

The notional amount and fair value of derivative instruments were as follows:

September 30, 2024 December 31, 2023 Balance Sheet Location

March 31, 2025 December 31, 2024 Balance Sheet Location

(In millions) Notional Amount

1 unchanged sentence

Derivatives designated as net investment hedges:

Cross-currency swap agreements (1)

$ 100 $ 2 $ 270 $ 12 Other current assets

Cross-currency swap agreements 487 8 1,177 48 Other long-term assets

3 unchanged sentences

1,165 23 325 2 Other long-term liabilities

Foreign currency forward

contracts (4)

111 — — — Other current liabilities

Derivatives designated as cash flow hedge:

Interest rate swaps

$ — $ — $ 125 $ 2 Other current assets

Interest rate swaps

$ 125 $ 2 $ 125 $ 3 Other long-term assets

Interest rate swaps (6)

125 1 — — Other long-term liabilities

Derivatives not designated as hedges:

Foreign currency option contracts $ 439 $ 4 $ 397 $ 8 Other current assets

Foreign currency option contracts 68 2 — — Other long-term assets

Foreign currency option contracts (4)

$ 330 $ 4 $ 300 $ 13 Other current assets

Foreign currency option contracts 138 3 26 — Other current liabilities

1 unchanged sentence

Foreign currency forward contracts 19 — 125 1 Other current liabilities

(1) In September 2024, a cross-currency swap of the Company with a notional amount of $ 85 million matured.

(2) In April 2024, the Company amended four cross-currency swaps with an aggregate notional amount of $ 315 million, scheduled to mature in 2027 and 2028.

In May 2024 and in September 2024, the Company entered into cross-currency swaps with an aggregate notional amount of $ 300 million and $ 200 million, scheduled to mature in 2029 and 2025, respectively.

(3) In October 2024, the Company amended the rate of two of its cross-currency swap with a notional amount of $ 200 million.

(4) In September 2024, the Company entered into a foreign currency forward with a notional amount of $ 111 million, scheduled to mature in 2024.

(5) In June 2024, an interest rate swap of the Company with a notional amount of $ 125 million matured.

(6) In January 2024, the Company entered into an interest rate swap with a notional amount of $ 125 million, scheduled to mature in 2025.

As of September 30, 2024 and December 31, 2023, the derivatives were classified as Level 2 within the fair value hierarchy.

(1) In February 2025, the Company terminated a cross-currency swap with a notional amount of $ 100 million scheduled to mature in November 2025.

(2) In February 2025, the Company amended one cross-currency swap with a notional amount of $ 98 million to $ 102 million scheduled to mature in December 2025.

(3) In February 2025, the Company 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 is scheduled to mature in November 2030.

(4) As of March 31, 2025, two foreign currency option contracts not designated as hedges had an aggregate notional amount of $ 12 million and fair value of zero .

As of March 31, 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.

The effect of hedges on AOCIL and in the Condensed Consolidated Statements of Operations was as follows:

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 $ ( 71 ) $ ( 2 ) $ 1 $ ( 24 ) $ — $ 2

Derivatives designated as cash flow hedges

Interest rate swaps $ ( 5 ) $ — $ — $ ( 4 ) $ — $ —

(1) Amounts reclassified to Net income are reported within Interest expense, net in the Condensed Consolidated Statements of Operations.

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

(In millions) Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative Gain (Loss) Reclassified from AOCIL into Net Income (1)

9 unchanged sentences

Gains and losses recognized in Other income, 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,

Three Months Ended March 31,

(In millions) 2025 2024

Realized loss $ ( 4 ) $ ( 3 ) $ ( 6 ) $ ( 9 )

Unrealized gain (loss) ( 8 ) 8 ( 4 ) 12

Foreign currency gain (loss) $ ( 12 ) $ 5 $ ( 10 ) $ 3

Foreign currency gain (loss) on foreign currency contracts $ ( 8 ) $ 2

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,

Three Months Ended March 31,

(Dollars in millions, shares in thousands, except per share amounts)

2024 2023 2024 2023

Net income attributable to common shares

Net loss attributable to common shares

$ ( 96 ) $ ( 37 )

2 unchanged sentences

118,991 119,273

Basic earnings per share

Basic loss per share

$ ( 0.81 ) $ ( 0.31 )

Diluted earnings per share

Diluted loss per share

$ ( 0.81 ) $ ( 0.31 )

Antidilutive shares excluded from diluted weighted-average common shares

1,138 1,306 1,095 1,576

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.

During the three months ended March 31, 2025, the Company repurchased approximately 2.8 million shares of its common stock for an aggregate purchase price of $ 111 million, including share repurchase costs and excise tax.

Accumulated Other Comprehensive Income - Loss

The following tables summarize the changes in AOCIL by component:

4 unchanged sentences

attributable to

As of June 30, 2024 $ ( 145 ) $ ( 13 ) $ 6 $ ( 111 ) $ — $ ( 263 )

Other comprehensive income (loss) before reclassifications 227 ( 71 ) ( 5 ) ( 7 ) ( 1 ) 143

Amounts reclassified to net income — 1 — — — 1

Tax amounts — 16 1 1 — 18

Other comprehensive income (loss), net of tax 227 ( 54 ) ( 4 ) ( 6 ) ( 1 ) 162

As of September 30, 2024 $ 82 $ ( 67 ) $ 2 $ ( 117 ) $ ( 1 ) $ ( 101 )

Foreign Currency Adjustment

(In millions) Foreign

Adjustments Net Investment Hedges Cash

Hedges Defined

attributable to

As of December 31, 2024 $ ( 195 ) $ 31 $ 4 $ ( 155 ) $ 2 $ ( 313 )

Other comprehensive income (loss) before reclassifications 131 ( 76 ) ( 1 ) ( 6 ) ( 1 ) 47

Amounts reclassified to net income (loss) — ( 2 ) — 2 — —

Tax amounts 1 6 1 1 — 9

Other comprehensive income (loss), net of tax 165 ( 20 ) ( 3 ) ( 4 ) — 138

As of September 30, 2024 $ 82 $ ( 67 ) $ 2 $ ( 117 ) $ ( 1 ) $ ( 101 )

Foreign Currency Adjustment

(In millions) Foreign

Adjustments Net Investment Hedges Cash

Hedges Defined

attributable to

As of June 30, 2023 $ ( 99 ) $ ( 20 ) $ 8 $ ( 111 ) $ ( 1 ) $ ( 223 )

Other comprehensive income (loss) before reclassifications ( 98 ) 36 1 — 2 ( 59 )

Amounts reclassified to net income — 2 — 1 — 3

1 unchanged sentence

Other comprehensive income (loss), net of tax 131 ( 57 ) ( 1 ) ( 4 ) ( 1 ) 68

As of September 30, 2023 $ ( 197 ) $ 9 $ 8 $ ( 110 ) $ 1 $ ( 289 )

As of March 31, 2025 $ ( 64 ) $ ( 26 ) $ 3 $ ( 159 ) $ 1 $ ( 245 )

Foreign Currency Adjustment

5 unchanged sentences

Other comprehensive income (loss) before reclassifications ( 41 ) 33 1 1 1 ( 5 )

Amounts reclassified to net income — 1 — 2 — 3

Amounts reclassified to net income (loss) — 1 — 1 — 2

Tax amounts — ( 7 ) — — — ( 7 )

Other comprehensive income (loss), net of tax ( 41 ) 27 1 2 1 ( 10 )

As of September 30, 2023 $ ( 197 ) $ 9 $ 8 $ ( 110 ) $ 1 $ ( 289 )

As of March 31, 2024 $ ( 124 ) $ ( 20 ) $ 6 $ ( 111 ) $ — $ ( 249 )

Employee Benefit Plans

Defined Benefit Plans

The Company sponsors a defined benefit pension scheme in the U.K.

(the “GXO U.K.

Retirement Plan”).

In connection with the Wincanton Acquisition, the Company assumed multiple pension schemes covering certain employees in the U.K.

and Ireland (the “Wincanton Retirement Plan”).

The Company recognized £ 109 million ($ 137 million) of assets on the acquisition date, reflecting the funded status of the Wincanton Retirement Plan which is recorded in Other long-term assets in the Condensed Consolidated Balance Sheets.

Retirement Plan and the Wincanton Retirement Plan (collectively the “U.K.

The Company sponsors defined benefit pension schemes in the U.K.

Retirement Plans”).

The funded status of the U.K.

Retirement Plans was recorded in Other long-term assets in the Condensed Consolidated Balance Sheets.

Retirement Plans do not allow for new plan participants or additional benefit accruals.

The Company deems other international retirement plans to be immaterial to its Condensed Consolidated Financial Statements and they are excluded from this disclosure.

The Company considers other international retirement plans to be immaterial to its Condensed Consolidated Financial Statements and they are excluded from the below disclosure.

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,

Three Months Ended March 31,

(In millions) 2025 2024

4 unchanged sentences

Net periodic pension income (1)

$ 7 $ 2 $ 15 $ 6

(1) Net periodic pension income is recorded in Other income, net in the Condensed Consolidated Statements of Operations.

3 unchanged sentences

Defined contribution costs were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2025 2024

Defined contribution costs (1)

$ 27 $ 15 $ 65 $ 47

(1) Defined contribution costs were primarily recorded in Direct operating expense in the Condensed Consolidated Statements of Operations.

6 unchanged sentences

Payments ( 7 )

Balance as of September 30, 2024

The restructuring liability as of September 30, 2024 is expected to be substantially paid within the next 12 months.

Income tax expense for the three months ended September 30, 2024 and 2023, was $ 7 million and $ 15 million, respectively, and the Company’s effective tax rate for the three months ended September 30, 2024 and 2023, was 16.5 % and 17.9 %, respectively.

The decrease in our effective tax rate for the three months ended September 30, 2024 compared with 2023 was primarily driven by fluctuations in our jurisdictional income profile.

Income tax expense for the nine months ended September 30, 2024 and 2023, was $ 11 million and $ 38 million, respectively, and the Company’s effective tax rate for the nine months ended September 30, 2024 and 2023, was 21.9 % and 19.1 %, respectively.

The increase in the Company’s effective tax rate for the nine months ended September 30, 2024 is due to a tax benefit related to a valuation allowance release in the prior year period.

The Organization for Economic Co-operation and Development (“OECD”) issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which imposes a 15% global minimum tax on

multinational companies.

Balance as of March 31, 2025

As of March 31, 2025, $ 16 million of the restructuring liability is expected to be paid within the next 12 months.

Income tax for the three months ended March 31, 2025, was a $ 2 million income tax expense compared with a $ 10 million income tax benefit for the same period in 2024.

The Company’s effective tax rate for the three months

ended March 31, 2025, was an expense on a pre-tax loss of ( 2.7 )%, compared to a benefit on a pre-tax loss of 21.1 % for the same period in 2024.

The change to the Company’s effective tax rate was primarily driven by non-deductible transaction costs and a non-deductible regulatory matter.

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.

Many Pillar Two rules are effective for fiscal years beginning on January 1, 2024, with other aspects to be effective from 2025.

The Company does not expect the Pillar Two rules to materially impact its tax liability in 2024.

The Company has reviewed its global legal entity structure and considered all the jurisdictions for which the Company is potentially subject to Pillar Two.

The Company has determined that most of its entities are not subject to Pillar Two, because these jurisdictions either are subject to tax in excess of 15%, can apply a safe-harbor, or the entities are organized in jurisdictions that have not (yet) fully enacted Pillar Two.

For the three months ended March 31, 2025 and 2024, Pillar Two did not have a material impact on the Company’s income tax expense/benefit.

Pillar Two did not have a significant impact on the Company’s fiscal 2024 and the Company currently does not expect it to have a significant impact on its fiscal 2025 income tax expense.

Commitments and Contingencies

12 unchanged sentences

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 June 14, 2024, the Company’s subsidiary GXO Warehouse Company, Inc.

entered into a Confidential Settlement Agreement (the “Settlement Agreement”) to settle all claims in connection with a dispute between the Company and one of its customers related to the start-up of the customer’s warehouse that occurred in 2018 (the “Dispute”).

A payment under the Settlement Agreement was made by the Company on July 5, 2024.

As of July 10, 2024, the Dispute, which was litigated under the caption Lindt et al.

GXO Warehouse Company, Inc., docket no.

4:22-cv-00384-BP, in Federal District Court for the Western District of Missouri (the “Court”), was dismissed with prejudice with each side to bear their own costs and fees, and the Court retained jurisdiction to enforce the terms of the Settlement Agreement.

Among other things in the Settlement Agreement, the parties each denied the allegations and counterclaims asserted in the Dispute, and agreed to a mutual release of claims arising from, under or otherwise in connection with their prior business relationship and the Dispute, in exchange for a payment by the Company of $ 45 million.

The Company intends to pursue reimbursement in connection with this Dispute under its existing insurance policies.

The Company recognized $ 59 million expense for the nine months ended September 30, 2024, for the settlement, associated legal fees, costs and other related expenses.

On July 2, 2024, the Italian authorities launched an investigation into the deductibility of value-added tax payments by GXO to certain third-party cooperative labor providers for their services provided from 2017 through 2023.

The alleged amount is € 84 million ($ 93 million as of September 30, 2024).

It is reasonably possible that a loss may be incurred;

however, the possible range of losses is not reasonably estimable given the status of the on-going investigation.

We are cooperating in this matter and believe that we have a number of credible defenses.

In August, 2024 the Company deposited € 17 million ($ 19 million as of September 30, 2024) into a bank account in connection with the investigation.

This amount is classified as restricted cash in Other long-term assets on the Condensed

Consolidated Balance Sheets.

In October and November 2024, the Company deposited an additional € 34 million ($ 38 million as of September 30, 2024) of restricted cash.

The Company has agreed to deposit an additional € 33 million ($ 37 million as of September 30, 2024) of restricted cash in December 2024 and January 2025.

On July 2, 2024, the Italian authorities launched an investigation into the deductibility of value-added tax payments by the Company to certain third-party service providers.

The challenged amount is € 84 million ($ 91 million as of March 31, 2025).

As of March 31, 2025, the Company deposited € 84 million ($ 91 million as of March 31, 2025) into a designated bank account in connection with the ongoing investigation.

This amount is classified as restricted cash under “Current Assets” in the Condensed Consolidated Balance Sheets.

In April 2025, the Company made a partial payment of € 15 million ($ 17 million) to the Italian authorities funded from the designated bank account reducing the restricted cash balance.

For the three months ended March 31, 2025, the Company accrued € 61 million ($ 66 million) of expense associated with this contingency which is recorded within the Regulatory matter and litigation expense line in the Condensed Consolidated Statements of Operations for the probable and reasonably

estimable loss.

The Company expects to reach a settlement agreement in 2025 consistent with the amount recorded for the three months ended March 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements