What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-06 · 123 added, 143 removed, 86 unchanged (76% of the section changed)

14 unchanged sentences

Our customers rely on us to move their goods with high efficiency through their supply chains — from the moment goods arrive at our warehouses through fulfillment and distribution, and the management of returned products.

Our customer base includes many blue-chip leaders in sectors that demonstrate high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.

Our customer base includes many blue-chip leaders across sectors with high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.

Our business model is asset-light and historically resilient in cycles, with high returns, strong free cash flow, and visibility into revenue and earnings.

The vast majority of our contracts with customers are long-term in nature, and our warehouse lease arrangements generally align with contract length.

The Company has both fixed-price contracts (closed book or hybrid contracts) and cost-plus contracts (open book contracts).

The vast majority of our contracts with customers are long-term, and our warehouse lease arrangements generally align with the length of those contracts.

The Company has both fixed-price contracts (closed-book or hybrid) and cost-plus contracts (open-book).

Most of our customer contracts contain both fixed and variable components.

2 unchanged sentences

To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, the Company will generate more or less profit.

Cost-plus contracts provide for the payment of allowable costs incurred during the performance of the contract plus a specified margin.

On April 29, 2024, we completed the acquisition of Wincanton plc (now Wincanton Limited), a U.K.

logistics provider specializing in both warehousing and transportation solutions (“the Wincanton Acquisition”).

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

On June 19, 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K.

Due to the acquisition of Wincanton in 2024, comparisons in our results of operations between 2025 and 2024 are less meaningful.

For additional information regarding our acquisitions see Note 5.

“Acquisition” in Condensed Consolidated Financial Statements.

Cost-plus contracts provide for the payment of allowable costs incurred during contract performance, plus a specified margin.

Results of Operations

Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024

Three Months Ended September 30,

(In millions, except percentages) 2025 2024 $ Change % Change

Revenue $ 3,395 $ 3,157 $ 238 8 %

Direct operating expense 2,857 2,671 186 7 %

Selling, general and administrative expense 285 265 20 8 %

Depreciation and amortization expense 118 111 7 6 %

Transaction and integration costs 14 21 (7) (33) %

Restructuring costs and other 3 9 (6) (67) %

Regulatory matter and litigation expense — (1) 1 (100) %

Operating income 118 81 37 46 %

Other income (expense), net 5 (6) 11 n/m

Interest expense, net (35) (33) (2) 6 %

Income before income taxes 88 42 46 n/m

Income tax expense (28) (7) (21) n/m

Net income $ 60 $ 35 $ 25 71 %

n/m - not meaningful

Revenue for the three months ended September 30, 2025 increased by 8%, or $238 million, to $3.4 billion compared with $3.2 billion for the same period in 2024.

The increase reflects growth in our business and $115 million of favorable foreign currency movements for the three months ended September 30, 2025.

Direct operating expense is comprised of both fixed and variable expenses and consists of operating costs related to our warehouses, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies, and information technology expenses.

Direct operating expense for the three months ended September 30, 2025 increased by 7%, or $186 million, to $2.9 billion compared with $2.7 billion for the same period in 2024.

The increase reflects growth in our business and foreign currency movements.

As a percentage of revenue, Direct operating expense for the three months ended September 30, 2025, was 84.2% compared with 84.6% for the same period in 2024.

Selling, general and administrative expense (“SG&A”) primarily consists of salary and benefits costs for executive and administrative functions, professional fees, bad debt expense and legal costs.

SG&A for the three months ended September 30, 2025 increased by $20 million, to $285 million compared with $265 million for the same period in 2024.

Depreciation and amortization expense for the three months ended September 30, 2025 increased by $7 million, to $118 million compared with $111 million for the same period in 2024.

Amortization expense was $31 million and $36 million for the three months ended September 30, 2025 and 2024, respectively.

Transaction and integration costs for the three months ended September 30, 2025 and 2024 were $14 million and $21 million, respectively, and primarily related to the Wincanton Acquisition.

Other income (expense), net increased from expense to income, primarily due to foreign currency gain on foreign currency contracts.

Other income (expense), net was as follows:

Three Months Ended September 30,

(In millions, except percentages) 2025 2024 $ Change % Change

Net periodic pension income

$ 5 $ 7 $ (2) (29) %

Foreign currency gain (loss):

Realized foreign currency option and forward contracts loss

(5) (4) (1) 25 %

Unrealized foreign currency option and forward contracts gain (loss)

Foreign currency transaction and remeasurement gain, net of intercompany forwards

— 1 (1) (100) %

Total foreign currency gain (loss) 2 (11) 13 n/m

Other loss (2) (2) — — %

Other income (expense), net $ 5 $ (6) $ 11 n/m

n/m - not meaningful

Interest expense, net was as follows:

Three Months Ended September 30,

(In millions, except percentages) 2025 2024 $ Change % Change

Debt and capital leases

$ 46 $ 45 $ 1 2 %

Cross-currency swaps

(9) (10) 1 (10) %

Interest income

(2) (2) — — %

Interest expense, net $ 35 $ 33 $ 2 6 %

Income before income taxes for the three months ended September 30, 2025 was $88 million compared with $42 million for the same period in 2024.

The increase in income before income taxes primarily reflects growth in our business.

Income tax expense for the three months ended September 30, 2025 and 2024 was $28 million co mpared with $7 million, respectively, and the Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was 31.2% and 16.5%, respectively .

The change in the Company’s effective tax rate was primarily driven by a jurisdictional shift in pre-tax income.

While the United States has not adopted the Pillar Two Global Anti-Base Erosion rules issued by the Organization for Economic Co-Operation and Development (“Pillar Two”), we have incorporated the estimated annual effect of Pillar Two into our income tax provision for the three months ended September 30, 2025.

For the three months ended September 30, 2024, Pillar Two did not have a material impact on our income tax expense.

Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024

Nine Months Ended September 30,

Three Months Ended March 31, 2026 compared with the Three Months Ended March 31, 2025

Three Months Ended March 31,

(In millions, except percentages) 2026 2025 $ Change % Change

5 unchanged sentences

Restructuring costs and other 3 17 (14) (82) %

Regulatory matter and litigation expense 65 59 6 10 %

Operating income 151 117 34 29 %

Regulatory matter — 66 (66) (100) %

Net loss on divestiture of business 21 — 21 n/m

Operating income (loss) 39 (56) 95 n/m

Other income (expense), net 10 (5) 15 n/m

Interest expense, net (32) (32) — — %

Income before income taxes 38 49 (11) (22) %

Income (loss) before income taxes 17 (93) 110 n/m

Income tax expense (12) (2) (10) n/m

1 unchanged sentence

n/m - not meaningful

Revenue for the nine months ended September 30, 2025 increased by 14%, or $1.2 billion, to $9.7 billion compared with $8.5 billion for the same period in 2024.

The increase reflects $655 million from the Wincanton Acquisition, and growth in our business.

Favorable foreign currency movements increased our revenue by $209 million for the nine months ended September 30, 2025.

Direct operating expense for the nine months ended September 30, 2025 increased by 16%, or $1.1 billion, to $8.2 billion compared with $7.1 billion for the same period in 2024.

The increase reflects $595 million from the Wincanton Acquisition, growth in our business and foreign currency movements.

As a percentage of revenue, Direct operating expense for the nine months ended September 30, 2025, was 85.1% compared with 84.1% for the same period in 2024.

The increase in Direct operating expense as a percentage of revenue was primarily related to the Wincanton Acquisition.

SG&A for the nine months ended September 30, 2025 increased by $34 million, to $818 million compared with $784 million for the same period in 2024.

SG&A increased primarily due to the Wincanton Acquisition.

Depreciation and amortization expense for the nine months ended September 30, 2025 increased by $35 million, to $337 million compared with $302 million for the same period in 2024.

Amortization expense was $90 million and $77 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation and amortization expense increased primarily due to the Wincanton Acquisition.

Transaction and integration costs for the nine months ended September 30, 2025 and 2024 were $50 million and $55 million, respectively and primarily related to the Wincanton Acquisition.

Restructuring costs and other were primarily related to severance paid to our executive team, as well as actions taken to optimize certain administrative functions.

Restructuring costs and other for the nine months ended September 30, 2025 were $22 million, compared with $26 million for the same period in 2024.

Regulatory matter and litigation expense for the nine months ended September 30, 2025 and 2024, were $65 million and $59 million, respectively.

For the nine months ended September 30, 2025, we recorded $65 million of expense related to a regulatory matter for the deductibility of value-added tax payments made by us to certain third-party service providers challenged by the Italian authorities.

For the nine months ended September 30, 2024, we recorded

$59 million of litigation expense related to a dispute between us and one of our customers, which was settled in the second quarter of 2024.

For additional information regarding our regulatory and legal matters, see Note 14.

“Commitments and Contingencies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other income (expense), net decreased from income to expense, primarily due to foreign currency loss on foreign currency contracts.

Revenue for the three months ended March 31, 2026, increased by 11%, or $321 million, to $3.3 billion compared with $3.0 billion for the same period in 2025.

The increase reflects growth in our business and $198 million of foreign currency movements for the three months ended March 31, 2026.

Direct operating expense for the three months ended March 31, 2026, increased by 10%, or $250 million, to $2.8 billion compared with $2.6 billion for the same period in 2025.

As a percentage of revenue, Direct operating expense for the three months ended March 31, 2026, decreased to 85.1% compared with 85.9% for the same period in 2025.

The increase reflects growth in our business and $158 million of foreign currency movements for the three months ended March 31, 2026.

For the three months ended March 31, 2026, we recorded a net benefit of $28 million, primarily in rent expense, from a real estate transaction that resulted in an early termination of a lease.

The increase in Direct operating expense before recognizing the real estate transaction was in line with our business growth.

Selling, general and administrative expense (“SG&A”) for the three months ended March 31, 2026, increased by $35 million, to $296 million compared with $261 million for the same period in 2025.

The increase reflects growth in our business and $19 million of foreign currency movements for the three months ended March 31, 2026.

Depreciation and amortization expense for the three months ended March 31, 2026, increased by $6 million, to $115 million, compared with $109 million for the same period in 2025.

Amortization expense was $29 million for both the three months ended March 31, 2026, and 2025.

Transaction and integration costs for the three months ended March 31, 2026, and 2025, were $16 million and $22 million, respectively, and primarily related to the acquisition and integration of Wincanton plc (now Wincanton Limited).

Restructuring costs and other costs for the three months ended March 31, 2026, and 2025, were $3 million and $17 million, respectively.

Restructuring costs 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.

Regulatory matter for the three months ended March 31, 2025, was $66 million and related to the deductibility of value-added tax payments we made to certain third-party service providers, which was settled in 2025.

Net loss on divestiture of business for the three months ended March 31, 2026, was $21 million, and related to a further reduction of the estimated fair value of certain grocery contracts.

“Divestiture,” to the Condensed Consolidated Financial Statements.

Other income (expense), net increased from expense to income, primarily due to foreign currency gain on foreign currency contracts.

Other income (expense), net was as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except percentages) 2026 2025 $ Change % Change

2 unchanged sentences

Foreign currency gain (loss):

Realized foreign currency option and forward contracts loss

(9) (6) (3) 50 %

Unrealized foreign currency option and forward contracts loss

Realized loss on foreign currency contracts

(1) — (1) n/m

Foreign currency transaction and remeasurement loss, net of intercompany forwards

(2) (2) — — %

Total foreign currency loss (22) (12) (10) 83 %

Other loss (2) (2) — — %

Unrealized gain (loss) on foreign currency contracts 4 (10) 14 n/m

Foreign currency transaction and remeasurement gain, net of foreign currency contracts on intercompany loans

Total foreign currency gain (loss) 4 (10) 14 n/m

Other (1) — (1) n/m

Other income (expense), net $ 10 $ (5) $ 15 n/m

n/m - not meaningful

Interest expense, net, primarily increased due to debt incurred for the Wincanton Acquisition.

Interest expense, net was as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except percentages) 2026 2025 $ Change % Change

6 unchanged sentences

Interest expense, net $ 32 $ 32 $ — — %

Income before income taxes for the nine months ended September 30, 2025 was $38 million compared with $49 million for the same period in 2024.

The decrease in income before income taxes primarily reflects higher operating income due to growth in our business, offset by higher other expense, net and interest expense, net.

Income tax expense for the nine months ended September 30, 2025 and 2024 was $45 million and $11 million, respectively, and the Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was 118.1%, and 21.9%, respectively.

The change in the Company’s effective tax rate was primarily driven by a non-deductible regulatory matter in 2025.

While the United States has not adopted Pillar Two, we have incorporated the estimated annual effect of Pillar Two into our income tax provision for the nine months ended September 30, 2025, and we expect to incur additional income tax related to Pillar Two during fiscal 2025.

For the nine months ended September 30, 2024, Pillar Two did not have a material impact on our income tax expense.

We continue to monitor Pillar Two developments, including the impact of the statement issued by the Group of Seven (“G7”) on June 28, 2025 regarding the interplay between the U.S.

international tax system and Pillar Two as it relates to U.S.-headquartered companies.

Income (loss) before income taxes for the three months ended March 31, 2026, was income of $17 million compared with a loss of $93 million for the same period in 2025.

The increase from loss to income reflects higher operating income, primarily due to growth in our business and a net benefit of $28 million from a real estate transaction, lower regulatory matters, and unrealized gain on foreign currency contracts.

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

Our 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 our 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.

Liquidity and Capital Resources

Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facilities and factoring programs.

Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings, repurchases of our common stock and strategic business development transactions.

Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings and strategic business development transactions.

The timing and magnitude of our new contract start-ups can vary and may positively or negatively impact our cash flows.

We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources.

As of September 30, 2025, we held cash and cash equivalents of $339 million and restricted cash of $5 million, and we had $969 million of borrowing capacity, net of letters of credit under our revolving credit facilities .

On February 18, 2025, our board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of our common stock.

The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise.

The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations.

We will fund the repurchases with existing cash, borrowings on our revolving credit facility, and/or other financing sources.

As of March 31, 2026, we held cash and cash equivalents of $794 million and restricted cash of $3 million, and we had $793 million of borrowing capacity, net of letters of credit under our revolving credit facility .

In February 2025, our board of directors authorized and announced the repurchase of up to $500 million of our 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.

As of September 30, 2025, the remaining authorization under the Repurchase Plan was $300 million.

We believe that our cas h and cash equivalents on hand, our cash flows generated by our operations, amounts available under the revolving credit facilities, the use of our factoring programs, and refinancing options available to us in the capital markets, will provide sufficient liquidity to operate our business and fund our current and assumed obligations for at least the next 12 months and for the foreseeable future thereafter.

For additional information regarding our cash requirement from lease obligations, indebtedness and contractual obligations, see Note 4.

We expect to fund any remaining repurchases with existing cash on hand, borrowings on our revolving credit facility, and/or other financing sources.

No shares were repurchased during the first quarter of 2026.

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

We believe that our cas h and cash equivalents on hand, our cash flows generated by our operations, amounts available under the revolving credit facility, the use of our factoring programs, and refinancing options available to us in the capital markets, will provide sufficient liquidity to operate our business, including the repayment of the current portion of our debt, for at least the next 12 months and for the foreseeable future thereafter.

For additional information regarding our cash requirements from lease obligations, indebtedness, and contractual obligations, see Note 4.

“Leases,” Note 7.

3 unchanged sentences

The following table summarizes our asset and liability balances:

September 30, December 31,

March 31, December 31,

(In millions, except percentages) 2026 2025 $ Change % Change

7 unchanged sentences

5,416 5,372 44 1 %

Current liabilities primarily increased due to the current portion of our long-term debt.

Our assets and liabilities increased due to foreign currency translation from our non-USD operations, primarily the British pound sterling and the Euro, compared to December 31, 2024.

There were no material changes in our total assets and total liabilities from December 31, 2025, to March 31, 2026.

Cash Flow Activity

Our cash flows from operating, investing and financing activities, as reflected on our Condensed Consolidated Statements of Cash Flows, are summarized as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except percentages)

2 unchanged sentences

Net cash used in investing activities (62) (77) 15 (19) %

Net cash provided by (used in) financing activities (266) 829 (1,095) n/m

Net cash used in financing activities (26) (66) 40 (61) %

Effect of exchange rates on cash and cash equivalents (3) 11 (14) n/m

Net increase (decrease) in cash, restricted cash and cash equivalents $ (141) $ 99 $ (240) n/m

Net decrease in cash, restricted cash and cash equivalents $ (60) $ (103) $ 43 (42) %

n/m - not meaningful

Operating Activities

Cash flows provided by operating activities for the nine months ended September 30, 2025, decreased by $99 million compared with the same period in 2024.

The decrease was due to working capital consumption resulting from decreased collections and increased vendor payments, partially offset by income (loss) adjusted for non-cash items for the nine months ended September 30, 2025, compared with the same period in 2024.

Cash flows provided by operating activities for the three months ended March 31, 2026, increased by $2 million compared with the same period in 2025.

The increase was due to higher net income adjusted for the net effect of non-cash items, offset by working capital consumption in 2026.

Investing Activities

Investing activities used $169 million and $1.1 billion of cash for the nine months ended September 30, 2025 and September 30, 2024, respectively.

During the nine months ended September 30, 2025, we utilized $269 million of cash to purchase property and equipment, settled $1 million of cash in cross-currency swap agreements, and received $101 million of cash from sales of property and equipment.

The nine months ended September 30, 2025, include the purchase of property and equipment, which was sold for $90 million in the third quarter of 2025.

During the nine months ended September 30, 2024, we utilized $863 million, net of cash acquired, to fund the Wincanton Acquisition, utilized $255 million of cash to purchase property and equipment, settled $5 million of cash in cross-currency swap agreements, and received $16 million of cash from sales of property and equipment.

Investing activities used $62 million and $77 million of cash for the three months ended March 31, 2026, and March 31, 2025, respectively.

During the three months ended March 31, 2026, we utilized $65 million of cash to purchase property and equipment and received $3 million from the sale of property and equipment.

During the three months ended March 31, 2025, we utilized $78 million of cash to purchase property and equipment and received $1 million from the sale of property and equipment.

Financing Activities

Financing activities used $266 million and generated $829 million of cash for the nine months ended September 30, 2025 and September 30, 2024, respectively.

The primary use of cash from financing activities during the nine months ended September 30, 2025 was $200 million to repurchase shares of our common stock under the Repurchase Plan, $56 million to repay debt, $38 million to repay finance lease obligations and $8 million in payments for employee taxes on net settlement of equity awards, partially offset by $38 million of net borrowings under our revolving credit facilities.

The source of cash from financing activities during the nine months ended September 30, 2024, was $1.1 billion of proceeds from issuance of long-term debt, partially offset by $150 million of cash used to repay debt, $32 million of cash used to repay finance lease obligations, and $8 million in payments for employee taxes on net settlement of equity awards.

Financing activities used $26 million and $66 million of cash for the three months ended March 31, 2026, and March 31, 2025, respectively.

The primary use of cash from financing activities during the three months ended March 31, 2026, was $15 million in payments for employee taxes on net settlement of equity awards and $14 million to repay finance lease obligations, partially offset by $7 million in proceeds from the exercise of stock options.

The primary use of cash from financing activities during the three months ended March 31, 2025, was $106 million used to repurchase shares of our common stock pursuant to the Repurchase Plan, $11 million to repay finance lease obligations and $6 million in payments for employee taxes on net settlement of equity awards, partially offset by $56 million of net borrowings under revolving credit facilities.

Guaranteed Securities:

Summarized Financial Information

The following information is provided to comply with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended, for the €500 million 3.750% notes due 2030 issued by GXO Logistics Capital B.V.

(“GXO Capital”), a subsidiary of the Company incorporated under the laws of the Netherlands.

GXO Capital was incorporated in October 2025.

The €500 million 3.750% notes due 2030 are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by GXO Logistics, Inc.

The €500 million 3.750% notes due 2030 are not guaranteed by any of GXO’s or GXO Capital’s subsidiaries (all GXO subsidiaries other than GXO Capital are referred to herein as "non-guarantor subsidiaries").

Holders of the €500 million 3.750% notes due 2030 will have a direct claim only against GXO Capital, as issuer, and GXO, as guarantor.

The following tables set forth the summarized financial information for the three months ended March 31, 2026, and as of March 31, 2026, and December 31, 2025, of GXO and GXO Capital, on a standalone basis, which does not include the consolidated impact of the assets, liabilities, and financial results of their subsidiaries except as noted in the tables below, nor does it include any impact of intercompany eliminations as there were no intercompany transactions between GXO and GXO Capital.

This summarized financial information is not intended to present the financial position or results of operations of GXO or GXO Capital in accordance with U.S.

generally accepted accounting principles (“GAAP”).

Summarized Results of Operations

Standalone and Unconsolidated (Unaudited)

Three Months Ended

(In millions) March 31, 2026

Costs and expenses 6

Operating loss (6)

Other income from non-guarantor subsidiaries 10

Other income, net 3

Interest income from non-guarantor subsidiaries 11

Interest expense, net (17)

Net income attributable to GXO standalone $ 1

Summarized Assets and Liabilities

Standalone and Unconsolidated (Unaudited)

March 31, December 31,

(In millions) 2026 2025

Current assets $ 572 $ 519

Investments in non-guarantor subsidiaries 2,361 2,361

Notes receivable from non-guarantor subsidiaries 717 860

Other noncurrent assets 77 81

Total assets $ 3,727 $ 3,821

Accounts payable to non-guarantor subsidiaries $ 511 $ 384

Current debt 400 400

Other current liabilities 79 93

Long-term debt 1,758 1,758

Notes payable to non-guarantor subsidiaries 4 210

Other noncurrent liabilities 135 167

Total liabilities $ 2,887 $ 3,012

Summarized Results of Operations

Standalone and Unconsolidated (Unaudited)

Three Months Ended

(In millions) March 31, 2026

Costs and expenses —

Operating income —

Interest expense, net (5)

Income tax benefit 1

Loss attributable to GXO Capital standalone $ (4)

Summarized Assets and Liabilities

Standalone and Unconsolidated (Unaudited)

March 31, December 31,

(In millions) 2026 2025

Current assets $ 2 $ 3

Investments in non-guarantor subsidiaries 2,350 2,350

Other noncurrent assets — 1

Total assets $ 2,352 $ 2,354

Current liabilities $ 8 $ 6

Long-term debt 571 580

Total liabilities $ 579 $ 586

Off-Balance Sheet Arrangements

1 unchanged sentence

Contractual Obligations

As of September 30, 2025, the Company’s contractual obligations had not materially changed compared with December 31, 2024.

As of March 31, 2026, the Company’s contractual obligations had not materially changed compared with December 31, 2025.

Critical Accounting Policies and Estimates

2 unchanged sentences

Information related to new accounting standards is included in Note 1.

“Basis of Presentation and Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

“Basis of Presentation and Significant Accounting Policies and Estimates” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 2. Management’s Discussion and Analysis