What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 177 added, 310 removed, 334 unchanged (59% 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) 2026 2025

5 unchanged sentences

Restructuring costs and other 3 17

Regulatory matter and litigation expense — ( 1 ) 65 59

Operating income 118 81 151 117

Regulatory matter — 66

Net loss on divestiture of business 21 —

Operating income (loss) 39 ( 56 )

Other income (expense), net 10 ( 5 )

Interest expense, net ( 32 ) ( 32 )

Income before income taxes 88 42 38 49

Income (loss) before income taxes 17 ( 93 )

Income tax expense ( 12 ) ( 2 )

5 unchanged sentences

Diluted $ 0.03 $ ( 0.81 )

Weighted-average shares used in computation of earnings (loss) per share

Weighted-average shares outstanding used in computation of earnings (loss) per share

Basic 114,710 118,991

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) 2026 2025

3 unchanged sentences

Cash flow hedges — ( 1 )

Fair value hedges 1 —

Pension plans 4 ( 4 )

Other comprehensive income (loss), net of tax ( 19 ) 69

Comprehensive income, net of tax 3 198 133 176

Comprehensive income (loss) attributable to NCI ( 2 ) 3 5 4

Comprehensive income attributable to GXO $ 5 $ 195 $ 128 $ 172

Comprehensive loss, net of tax ( 14 ) ( 26 )

Comprehensive income attributable to NCI 3 2

Comprehensive loss attributable to GXO $ ( 17 ) $ ( 28 )

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) 2026 2025

31 unchanged sentences

5,356 and 5,356 shares, respectively

( 202 ) ( 202 )

Preferred Stock, $ 0.01 par value per share;

9 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

5 unchanged sentences

Deferred tax benefit

( 24 ) ( 37 )

Changes in operating assets and liabilities

7 unchanged sentences

Proceeds from sale of property and equipment 3 1

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

Cross-currency swap agreements settlement ( 1 ) ( 5 )

Net cash used in investing activities ( 62 ) ( 77 )

1 unchanged sentence

Common stock repurchased — ( 106 )

Proceeds from debt, net — 1,085

Net borrowings under revolving credit facilities — 56

Repayments of debt, net ( 56 ) ( 150 )

Repayments of finance lease obligations ( 14 ) ( 11 )

Proceeds from exercise of stock options 7 —

Taxes paid related to net share settlement of equity awards ( 15 ) ( 6 )

Other ( 4 ) 1

Net cash provided by (used in) financing activities ( 266 ) 829

Net cash used in financing activities ( 26 ) ( 66 )

Effect of exchange rates on cash and cash equivalents ( 3 ) 11

Net increase (decrease) in cash, restricted cash and cash equivalents ( 141 ) 99

Net decrease in cash, restricted cash and cash equivalents ( 60 ) ( 103 )

Cash, restricted cash and cash equivalents, beginning of period 857 485

Cash, restricted cash and cash equivalents, end of period

Reconciliation of cash, restricted cash and cash equivalents

Non-cash financing activities:

Unsettled stock repurchases for which trades occurred $ — $ 4

Excise tax liability related to stock repurchases — 1

Reconciliation of cash, restricted cash and cash equivalents March 31, 2026 December 31, 2025

Cash and cash equivalents $ 794 $ 854

2 unchanged sentences

Total cash, restricted cash and cash equivalents $ 797 $ 857

Non-cash financing activities:

Excise tax liability related to stock repurchases $ 2 $ —

See accompanying Notes to Condensed Consolidated Financial Statements.

6 unchanged sentences

dollars in millions) Shares Amount Treasury Stock

Balance as of June 30, 2025 114,452 $ 1 $ ( 202 ) $ 2,645 $ 616 $ ( 120 ) $ 2,940 $ 35 $ 2,975

Balance as of December 31, 2025 114,512 $ 1 $ ( 202 ) $ 2,667 $ 718 $ ( 201 ) $ 2,983 $ 32 $ 3,015

Net income — — — — 4 — 4 1 5

Other comprehensive loss — — — — — ( 54 ) ( 54 ) ( 3 ) ( 57 )

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

Vesting of stock compensation awards 52 — — — — — — — —

Other comprehensive income (loss) — — — — — ( 21 ) ( 21 ) 2 ( 19 )

Common stock issued under employee stock plans and exercises of stock options 787 — — 7 — — 7 — 7

Tax withholding on vesting of stock-based compensation awards ( 275 ) — — ( 15 ) — — ( 15 ) — ( 15 )

Common stock repurchased — — — — — — — — —

Dividends to NCI — — — — — — — — —

Balance as of September 30, 2025 114,486 $ 1 $ ( 202 ) $ 2,655 $ 675 $ ( 174 ) $ 2,955 $ 33 $ 2,988

Stock-based compensation — — — 10 — — 10 — 10

Balance as of March 31, 2026 115,024 $ 1 $ ( 202 ) $ 2,669 $ 722 $ ( 222 ) $ 2,968 $ 35 $ 3,003

Common Stock APIC Retained

6 unchanged sentences

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

Stock-based compensation — — — 34 — — 34 — 34

Vesting of stock compensation awards 547 — — — — — — — —

Common stock issued under employee stock plans and exercises of stock options 370 — — — — — — — —

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

Common stock repurchased ( 5,356 ) — ( 202 ) — — — ( 202 ) — ( 202 )

Dividends to NCI — — — — — — — ( 4 ) ( 4 )

Balance as of September 30, 2025 114,486 $ 1 $ ( 202 ) $ 2,655 $ 675 $ ( 174 ) $ 2,955 $ 33 $ 2,988

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, 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 — — — 12 — — 12 — 12

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

Tax withholding on vesting of stock 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

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

Net income — — — 34 — 34 4 38

Other comprehensive income — — — — 138 138 — 138

Stock-based compensation — — 30 — — 30 — 30

Vesting of stock compensation awards 570 — — — — — — —

Tax withholding on vesting of stock compensation awards ( 155 ) — ( 8 ) — — ( 8 ) — ( 8 )

Dividends to NCI — — — — — — ( 3 ) ( 3 )

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies and Estimates

Basis of Presentation

9 unchanged sentences

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):

7 unchanged sentences

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 ASU also supersedes 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.

3 unchanged sentences

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) 2026 2025

4 unchanged sentences

Spain 162 143

Italy 103 98 303 288

Other 203 178

Total $ 3,298 $ 2,977

The Company’s revenue can also be disaggregated by various verticals, reflecting the customer’s principal industry.

The Company’s revenue can also be disaggregated by various verticals, reflecting the customers’ principal industry.

Revenue disaggregated by industry was as follows:

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

Three Months Ended March 31,

(In millions) 2026 2025

2 unchanged sentences

Industrial and manufacturing 394 362

Food and beverage 371 344 1,044 986

Consumer packaged goods 334 284

Food and beverage 317 314

Other 259 202

2 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) 2026 2025

8 unchanged sentences

Revenue recognized included the following:

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

Three Months Ended March 31,

(In millions) 2026 2025

Amounts included in the beginning of year contract liability balance

$ 46 $ 16 $ 267 $ 169

Segment Information

1 unchanged sentence

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 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 and other, regulatory matter, net loss on divestiture of business 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.

1 unchanged sentence

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.

For disclosure purposes, we aggregate these three operating segments into one reportable segment due to the similar nature of their operations and economic characteristics.

The Company’s segment results were as follows:

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

Three Months Ended March 31,

(In millions) 2026 2025

2 unchanged sentences

Selling, general and administrative expense (1)

266 252 769 740

Other (income) expense, net (2)(4)

2 ( 2 ) ( 1 ) ( 5 )

Other income, net (2)(3)

Segment Adjusted EBITDA $ 216 $ 178

4 unchanged sentences

Restructuring costs and other 3 17

Regulatory matter and litigation expense — ( 1 ) 65 59

Regulatory matter — 66

Net loss on divestiture of business 21 —

Unrealized (gain) loss on foreign currency contracts (3)

Interest expense, net 32 32

Income before income taxes 88 42 38 49

Income (loss) before income taxes 17 ( 93 )

Income tax expense ( 12 ) ( 2 )

2 unchanged sentences

(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.

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

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.

(4) 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.

The Company has entered into noncancelable operating and finance leases primarily for real estate and warehouse equipment.

The Company determines whether an arrangement is a lease at inception and, if so, whether that lease meets the classification criteria for a finance or an operating lease at the commencement date.

Total lease cost recorded in the Condensed Consolidated Statements of Operations was as follows:

Three Months Ended March 31,

(In millions) 2026 2025

Operating lease cost (1)(2)

Finance lease cost:

Amortization of the right-of-use assets (3)

Interest on the lease liabilities (4)

Total finance lease cost 14 11

Variable lease cost (1)

Short-term lease cost (1)

Total lease cost (5)

(1) Operating, variable, and short-term lease costs are primarily included in Direct operating expense in the Condensed Consolidated Statements of Operations.

(2) For the three months ended March 31, 2026, the Company recorded a net benefit of $ 26 million from a real estate transaction that resulted in an early termination of a lease.

(3) Amortization of right-of-use assets is included in Depreciation and amortization in the Condensed Consolidated Statements of Operations.

(4) Interest on the lease liabilities is included in Interest expense, net in the Condensed Consolidated Statements of Operations.

(5) Total lease cost excludes sublease income for all periods presented, as it was not material.

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

September 30, December 31,

March 31, December 31,

(In millions) 2026 2025

9 unchanged sentences

Total finance lease liabilities $ 375 $ 326

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,

Subsequent to the quarter end, the Company entered into a finance lease in the amount of $ 89 million with a commencement date of April 1, 2026.

Supplemental cash flow information related to leases was as follows:

Three Months Ended March 31,

(In millions) 2026 2025

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases $ 294 $ 197

Operating lease cost $ 232 $ 239 $ 670 $ 616

Short-term lease cost 61 53 149 153

Variable lease cost 48 27 164 113

Total operating lease cost (1)

$ 341 $ 319 $ 983 $ 882

Finance leases 69 36

Amortization of leased assets $ 12 $ 10 $ 27 $ 24

Interest expense on lease liabilities 5 3 13 5

Total finance lease cost $ 17 $ 13 $ 40 $ 29

Total operating and finance lease cost $ 358 $ 332 $ 1,023 $ 911

(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 $ 246 from an acquisition in 2024

Finance leases, including $ 36 from an acquisition in 2024

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)

Current assets

Cash and cash equivalents $ 90

Accounts receivable 238

Other current assets 65

Total current assets 393

Long-term assets

Property and equipment 128

Operating lease assets 177

Intangible assets (1)

Other long-term assets 152

Total long-term assets 989

Total assets $ 1,382

Current liabilities

Accounts payable $ 67

Accrued expenses 293

Current debt 7

Current operating lease liabilities 41

Other current liabilities 147

Total current liabilities

Long-term liabilities

Long-term debt 215

Long-term operating lease liabilities 136

Other long-term liabilities 240

Total long-term liabilities

Total liabilities $ 1,146

Net assets purchased $ 236

Purchase price $ 958

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.

The following table presents the changes in Goodwill for the nine months ended September 30, 2025:

The following table presents the changes in Goodwill for the three months ended March 31, 2026:

(In millions)

Balance as of December 31, 2025

Acquisition (1)

Impact of foreign exchange translation ( 51 )

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 accumulated goodwill impairment losses.

Balance as of March 31, 2026

As of March 31, 2026 and December 31, 2025, there was a $ 4 million accumulated goodwill impairment loss.

Intangible Assets

The following table summarizes identifiable intangible assets subject to amortization:

March 31, 2026 December 31, 2025

(In millions) Gross

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Customer relationships $ 1,564 $ ( 742 ) $ 822 $ 1,609 $ ( 747 ) $ 862

Trade names and trademarks 64 ( 32 ) 32 64 ( 29 ) 35

Developed technology 17 ( 6 ) 11 17 ( 5 ) 12

Total $ 1,645 $ ( 780 ) $ 865 $ 1,690 $ ( 781 ) $ 909

Intangible asset amortization expense was $ 29 million and $ 29 million for the three months ended March 31, 2026 and 2025, respectively.

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)

Unsecured notes due 2026 1.65 % $ 400 $ 400

1.65 % $ 400 $ 399

Unsecured notes due 2029 (2)

4 unchanged sentences

6.50 % 491 491

Three-Year Term Loan due 2025 (6)

Euro unsecured notes due 2030 (€ 500 principal) (5)

3.75 % 571 580

Five-Year Term Loan due 2027

4 unchanged sentences

Total Long-term debt $ 2,646 $ 2,619

(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 million as of September 30, 2025 and December 31, 2024.

(8) As of September 30, 2025, current debt includes $ 400 million of Unsecured notes due July 2026.

(1) Interest rate as of March 31, 2026.

(2) Net of unamortized discount and debt issuance costs of $ 5 million and $ 6 million as of March 31, 2026 and December 31, 2025, respectively.

(3) Net of unamortized discount and debt issuance costs of $ 2 million as of March 31, 2026 and December 31, 2025.

(4) Net of unamortized discount and debt issuance costs of $ 9 million as of March 31, 2026 and December 31, 2025.

(5) Net of unamortized discount and debt issuance costs of $ 7 million as of March 31, 2026 and December 31, 2025.

(6) As of March 31, 2026, and December 31, 2025, current debt includes $ 400 million of Unsecured notes due July 2026.

Revolving Credit Facilities

1 unchanged sentence

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 amounts were outstanding, and letters of credit were $ 1 million for both periods under the Revolving Credit 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 ($ 235 million as of September 30, 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 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.

As of March 31, 2026, and December 31, 2025, no amounts were outstanding, and letters of credit were $ 7 million and $ 6 million, respectively, under the Revolving Credit Agreement.

Borrowings under revolving credit facilities maturing in three months or less are presented net in the Condensed Consolidated Statement of Cash Flows.

Covenants and Compliance

1 unchanged sentence

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.

As of March 31, 2026, 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) 2026 2025

2 unchanged sentences

Net cash provided by (used in) operating cash flows

( 27 ) 140 51 158

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, 2025 and December 31, 2024, 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, 2026 and December 31, 2025, due to their short-term nature.

The fair value of debt was as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions) Level Fair

5 unchanged sentences

Unsecured notes due 2034 2 525 491 540 491

Three-Year Term Loan due 2025

Euro unsecured notes due 2030 2 567 571 586 580

Five-Year Term Loan due 2027

4 unchanged sentences

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

September 30, 2025 December 31, 2024 Balance Sheet Location

March 31, 2026 December 31, 2025 Balance Sheet Location

(In millions) Notional

1 unchanged sentence

Derivatives designated as net investment hedges:

Cross-currency swap agreements $ — $ — $ 270 $ 12 Other current assets

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

Cross-currency swap agreements 624 55 98 7 Other current liabilities

Cross-currency swap agreements 1,400 145 325 2 Other long-term liabilities

Derivatives designated as cash flow hedge:

Interest rate swaps

$ 125 $ 1 $ 125 $ 3 Other long-term assets

Cross-currency swaps $ 422 $ 26 $ 422 $ 33 Other current liabilities

Cross-currency swaps 1,400 111 1,400 143 Other long-term liabilities

Derivatives designated as fair value hedges:

Cross-currency swaps $ 236 $ 5 $ — $ — Other long-term assets

Cross-currency swaps — — 236 1 Other long-term liabilities

Derivatives not designated as hedges:

Foreign currency option contracts $ 267 $ 5 $ 308 $ 3 Other current assets

Foreign currency option contracts 37 1 — — Other long-term assets

Foreign currency option contracts 274 2 316 4 Other current liabilities

Foreign currency option contracts 39 1 — — Other long-term liabilities

Foreign currency forward contracts 3 — — — Other current assets

Foreign currency forward contracts 139 — 231 1 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.

As of March 31, 2026 and December 31, 2025, 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, 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 $ 18 $ — $ 1 $ ( 253 ) $ ( 3 ) $ 3

Derivatives designated as cash flow hedges

Interest rate swaps $ — $ — $ — $ ( 2 ) $ — $ —

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

Derivatives designated as cash flow hedges

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

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

Net investment hedges

Cross-currency swaps (1)

$ 39 $ ( 1 ) $ 1 $ ( 76 ) $ ( 3 ) $ 1

Cash flow hedges

Interest rate swaps (1)

$ — $ — $ — $ ( 1 ) $ — $ —

Fair value hedges

Cross-currency swaps (2)

$ 2 $ 1 $ — $ — $ — $ —

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

(2) Amounts reclassified to Net income are reported in Other income, 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,

Three Months Ended March 31,

(In millions) 2026 2025

Foreign currency gain (loss) on foreign currency contracts $ 3 $ ( 8 )

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

$ 59 $ 33 $ ( 11 ) $ 34

Basic weighted-average common shares 114,473 119,461 116,075 119,387

Diluted weighted-average common shares

115,329 119,793 116,075 119,718

Basic earnings (loss) per share

$ 0.52 $ 0.28 $ ( 0.09 ) $ 0.28

Diluted earnings (loss) per share

$ 0.51 $ 0.28 $ ( 0.09 ) $ 0.28

Shares not included in the computation of diluted earnings per share because the effect would be antidilutive

813 1,138 3,406 1,095

Restructuring Costs and Other

Restructuring costs and other primarily consisted of severance paid to exiting members of the Company’s leadership team and to individuals as part of an initiative to optimize corporate expenses.

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) Severance

Balance as of December 31, 2025

Charges incurred 3

Payments ( 4 )

Balance as of March 31, 2026

As of March 31, 2026, $ 10 million of the restructuring liability is expected to be paid in the next 12 months.

In 2024, the Company completed the acquisition of Wincanton plc (now Wincanton Limited) (the “Wincanton Acquisition”).

The Wincanton Acquisition was subject to review by the U.K.

Competition and Markets Authority (the “CMA”).

In 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K.

(the “Wincanton Divestment”).

In the fourth quarter of 2025, the Company met the held-for-sale criteria for the anticipated Wincanton Divestment and recorded a $ 37 million write-down loss, including $ 4 million of goodwill, $ 21 million of customer relationships, and $ 12 million fair value adjustment.

In the first quarter of 2026, the Company recorded an additional $ 21 million impairment due to a further reduction in estimated fair value.

Assets and liabilities held for sale were not material as of March 31, 2026, and December 31, 2025, and are included in Other current assets and Other current liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The Company expects to complete the Wincanton Divestment before the end of the year.

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”).

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 March 31,

(In millions) 2026 2025

Interest cost $ ( 20 ) $ ( 21 )

Expected return on plan assets 29 27

Amortization of net loss ( 2 ) ( 1 )

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 March 31,

(In millions) 2026 2025

Defined contribution costs (1)

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

Income tax expense for the three months ended March 31, 2026, was $ 12 million compared with $ 2 million for the same period in 2025.

The Company’s effective tax rate for the three months ended March 31, 2026, was an expense on a pre-tax income of 68.9 %, compared to an expense on a pre-tax loss of ( 2.7 )% for the same period in 2025.

The change to the Company’s effective tax rate was primarily driven by an increase in pre-tax income, as well as an increase in unrecognized tax benefits, and a non-deductible fair value adjustment related to the Wincanton Divestment in the current period, and the regulatory matter in the prior period.

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.

In February 2025, the Company’s board of directors authorized and announced the repurchase of up to $ 500 million of its common stock (the “Repurchase Plan”).

The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion.

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.

No shares were repurchased during the first quarter of 2026.

As of December 31, 2025, and March 31, 2026, the remaining authorization under the Repurchase Plan was $ 300 million.

Accumulated Other Comprehensive Income - Loss

3 unchanged sentences

Adjustments Net Investment Hedges Cash

Hedges Defined

attributable to

As of June 30, 2025 $ 223 $ ( 177 ) $ 3 $ ( 167 ) $ ( 2 ) $ ( 120 )

Other comprehensive income (loss) before reclassifications ( 72 ) 18 — 3 3 ( 48 )

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

Tax amounts ( 1 ) ( 3 ) ( 1 ) ( 1 ) — ( 6 )

Other comprehensive income (loss), net of tax ( 73 ) 14 ( 1 ) 3 3 ( 54 )

As of September 30, 2025 $ 150 $ ( 163 ) $ 2 $ ( 164 ) $ 1 $ ( 174 )

Foreign Currency Adjustment

(In millions) Foreign

Adjustments Net Investment Hedges Cash

Hedges Fair Value

Hedges Defined

2 unchanged sentences

Other comprehensive income (loss) before reclassifications ( 54 ) 39 — 2 3 ( 2 ) ( 12 )

Amounts reclassified to net loss — — — 4 — 4

Tax amounts ( 2 ) 58 — 2 — 58

Other comprehensive income (loss), net of tax 345 ( 194 ) ( 2 ) ( 9 ) ( 1 ) 139

As of September 30, 2025 $ 150 $ ( 163 ) $ 2 $ ( 164 ) $ 1 $ ( 174 )

Foreign Currency Adjustment

(In millions) Foreign

Adjustments Net Investment Hedges Cash

Hedges Defined

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 ) 2 — 1

1 unchanged sentence

Other comprehensive income (loss), net of tax ( 55 ) 31 — 1 4 ( 2 ) ( 21 )

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

As of March 31, 2026 $ 92 $ ( 133 ) $ 1 $ — $ ( 182 ) $ — $ ( 222 )

Foreign Currency Adjustment

8 unchanged sentences

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

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

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”).

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 $ ( 23 ) $ ( 22 ) $ ( 65 ) $ ( 48 )

Expected return on plan assets 29 29 83 65

Amortization of prior service cost — 1 — 1

Amortization of net loss ( 1 ) ( 1 ) ( 4 ) ( 3 )

Net periodic pension income (1)

$ 5 $ 7 $ 14 $ 15

(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)

$ 28 $ 27 $ 82 $ 65

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

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 $ 10

Charges incurred 22

Payments ( 11 )

Other reductions, net ( 3 )

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.

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.

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

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 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.

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