GXO Logistics (NYSE: GXO) lifts Q2 revenue to $3.4B and reaffirms 2026 guidance
Rhea-AI Filing Summary
GXO Logistics, Inc. reported second quarter 2026 revenue of $3.4 billion, up 4.3% year over year, with 3.4% organic revenue growth. New business wins totaled $410 million, up 34%, and management highlighted about $1 billion of incremental 2026 revenue and $353 million of incremental 2027 revenue already secured, concentrated in strategic verticals such as aerospace & defense, technology, industrial and life sciences.
Net income was $27 million and diluted EPS $0.22, slightly below the prior year, while adjusted EBITDA increased to $219 million and adjusted diluted EPS to $0.59. Cash flow improved meaningfully: cash from operations was $76 million versus $3 million a year earlier, and free cash flow turned positive at $12 million versus a $43 million use. As of June 30, 2026, cash was $769 million, total debt $3.2 billion and net debt $2.4 billion, implying a net leverage ratio of 2.6x.
For full-year 2026, GXO guides to 4%–5% organic revenue growth, $945–$965 million of adjusted EBITDA, adjusted diluted EPS of $2.95–$3.15, and free cash flow conversion of 30%–40%, maintaining the midpoints of its prior outlook.
Positive
- Free cash flow and cash generation strengthened, with operating cash flow rising to $76 million from $3 million and free cash flow swinging to a positive $12 million from a $43 million use in the prior-year quarter.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Revenue: $3,441 million
Q2 2026 Net Income: $27 million
Q2 2026 Adjusted EBITDA: $219 million
+5 more
8 metrics
Q2 2026 Revenue
$3,441 million
Three months ended June 30, 2026; up 4.3% from $3,299 million in Q2 2025
Q2 2026 Net Income
$27 million
Three months ended June 30, 2026; compared with $28 million in Q2 2025
Q2 2026 Adjusted EBITDA
$219 million
Three months ended June 30, 2026; up from $212 million in Q2 2025 with 6.4% margin
Q2 2026 Cash from Operations
$76 million
Cash flow from operations in Q2 2026 versus $3 million in Q2 2025
Q2 2026 Free Cash Flow
$12 million
Free cash flow in Q2 2026 versus a $43 million use in Q2 2025
Net Debt
$2,435 million
Net debt as of June 30, 2026, based on $3,203 million total debt and $769 million cash
Net Leverage Ratio
2.6x
Net debt to trailing twelve months adjusted EBITDA as of June 30, 2026
2026 Adjusted EBITDA Guidance
$945–$965 million
Full-year 2026 guidance range for adjusted EBITDA, maintaining prior midpoint
Key Terms
organic revenue, adjusted EBITDA, free cash flow conversion, net leverage ratio, +2 more
6 terms
organic revenue financial
"Organic revenue1 grew by 3.4%."
Organic revenue is the sales a company generates from its regular business activities after stripping out extra effects like revenue added or lost from buying or selling other businesses and from currency swings. Think of it as measuring how much a store’s own customers increased spending, not growth from opening new stores or temporary price moves; investors use it to judge the true strength and sustainability of a company’s core demand.
adjusted EBITDA financial
"Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA1”) increased to $219 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow conversion financial
"Free cash flow conversion1 of 30% to 40%."
Free cash flow conversion measures how effectively a company turns its reported profits into actual cash that can be used for growth, debt repayment, or dividends. It compares the cash generated after expenses to the company's net income, similar to how a person might compare their savings to their paycheck. High conversion indicates the company is efficient at translating profits into cash, which is important for investors assessing its financial health and flexibility.
net leverage ratio financial
"We believe that net debt and net leverage ratio are important measures of our overall liquidity position"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
operating return on invested capital financial
"We calculate ROIC as our trailing twelve months adjusted EBITA, net of income taxes paid"
non-GAAP financial measures financial
"GXO’s non-GAAP financial measures in this press release include: adjusted earnings before interest"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Earnings Snapshot
Revenue: $3,441 million · Guidance included
Quarter ended June 30, 2026
Revenue
$3,441 million
Increased from $3,299 million in the second quarter of 2025.
Net income
$27 million
Slightly decreased from $28 million in the second quarter of 2025.
Diluted EPS
$0.22
Down from $0.23 in the second quarter of 2025.
Adjusted EBITDA
$219 million
Up from $212 million in the second quarter of 2025.
Adjusted diluted EPS
$0.59
Up from $0.57 in the second quarter of 2025.
Cash from operations
$76 million
Increased from $3 million in the second quarter of 2025.
Free cash flow
$12 million
Improved from a free cash outflow of $43 million in the second quarter of 2025.
Guidance
For full-year 2026, GXO projects organic revenue growth of 4%–5%, adjusted EBITDA of $945–$965 million, adjusted diluted EPS of $2.95–$3.15, and free cash flow conversion of 30%–40%.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did GXO (GXO) perform financially in the second quarter of 2026?
GXO reported Q2 2026 revenue of $3.4 billion, up 4.3% year over year, with net income of $27 million and diluted EPS of $0.22. Adjusted EBITDA was $219 million and adjusted diluted EPS was $0.59.
What were GXO (GXO) second quarter 2026 cash flow and free cash flow results?
In Q2 2026 GXO generated $76 million of cash flow from operations, compared with $3 million a year earlier. Free cash flow was $12 million, versus a free cash outflow of $43 million in the second quarter of 2025.
What 2026 guidance did GXO (GXO) provide with this report?
For full-year 2026, GXO expects organic revenue growth of 4%–5%, adjusted EBITDA of $945–$965 million, adjusted diluted EPS of $2.95–$3.15, and free cash flow conversion of 30%–40%, maintaining the midpoints of its prior guidance.
How much new business did GXO (GXO) win in the second quarter of 2026?
GXO signed $410 million of new business wins in Q2 2026, up 34% year over year. Management also reported about $1 billion of incremental 2026 revenue and $353 million of incremental 2027 revenue already secured.
What is GXO’s (GXO) leverage and liquidity position as of June 30, 2026?
As of June 30, 2026, GXO held $769 million of cash and cash equivalents and $3.2 billion of total debt, resulting in net debt of $2.4 billion and a net leverage ratio of 2.6x based on trailing twelve months adjusted EBITDA.
How did GXO’s (GXO) adjusted earnings metrics trend in Q2 2026?
In Q2 2026, GXO’s adjusted EBITDA increased to $219 million from $212 million a year earlier, and adjusted diluted EPS rose to $0.59 from $0.57, with an adjusted EBITDA margin of 6.4% matching the prior-year quarter.
When will GXO (GXO) hold its 2026 Investor Day and what will it cover?
GXO plans its 2026 Investor Day on November 16, 2026, at the New York Stock Exchange. Management will discuss its long-term strategy, financial framework and value creation opportunities, with the event also webcast on the company’s investor relations website.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 4, 2026
___________________________________
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: ( | ||||||||
Not Applicable | ||||||||
(Former name or former address, if changed since last report) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 4, 2026, GXO Logistics, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit Number | Description | |||||||
99.1 | Press Release, dated August 4, 2026, issued by GXO Logistics, Inc. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 4, 2026 | GXO LOGISTICS, INC. | ||||||||||
By: | /s/ Mark Suchinski | ||||||||||
Name: | Mark Suchinski | ||||||||||
Title: | Chief Financial Officer | ||||||||||
(Principal Financial Officer) | |||||||||||
Exhibit 99.1
GXO Reports Second Quarter 2026 Results
•Revenue of $3.4 billion, up 4.3% year over year, with organic revenue growth of 3.4%
•$410 million of new business wins, up 34% year over year, with approximately 40% in strategic growth verticals — aerospace & defense, technology, industrial and life sciences
•Approximately $1 billion of incremental 2026 revenue, up 29% year over year, and $353 million of incremental 2027 revenue already secured
•Maintains mid-points of full-year 2026 guidance for adjusted EBITDA and adjusted diluted EPS
GREENWICH, Conn. — August 4, 2026 — GXO Logistics, Inc. (NYSE: GXO) today announced results for the second quarter 2026.
Patrick Kelleher, chief executive officer of GXO, said, “This quarter marks five years since GXO became an independent public company, and we delivered results that reflect the momentum building across our business, including our strongest new business wins in three years. Revenue grew to $3.4 billion, with all three regions growing organically, underscoring the resiliency and predictability of our business model. We signed approximately $410 million of new business, up 34% year over year, led by marquee wins with some of the world’s leading brands and deeper penetration of our strategic growth verticals — aerospace & defense, technology, industrial and life sciences.
“Three priorities are powering our path forward: sharpening our commercial strategy, strengthening execution through the GXO Way, and leading in AI and next-generation automation through GXO IQ. We made meaningful progress in each area this quarter. Our commercial momentum is particularly evident in North America, a key growth market, where our wins in the first half of the year increased 85% over the same time last year. We launched the GXO Way playbook and GXO IQ moved from platform launch to scaled deployment, positioning us to realize greater value from AI across our network.
“With over $1 billion of incremental revenue already secured for 2026 and a commercial pipeline that has expanded from $2.3 billion at the end of the quarter to approximately $2.7 billion in July, we have strong visibility into the balance of the year and are already building momentum into 2027.”
Second Quarter 2026 Results
Revenue increased to $3.4 billion, up 4.3% year over year, compared with $3.3 billion for the second quarter 2025. Organic revenue1 grew by 3.4%.
Net income was $27 million, compared with $28 million for the second quarter 2025. Diluted earnings per share was $0.22, compared with $0.23 for the second quarter 2025.
Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA1”) increased to $219 million, compared with $212 million for the second quarter 2025.
Adjusted diluted earnings per share (“adjusted diluted EPS1”) increased to $0.59, compared with $0.57 for the second quarter 2025.
GXO generated $76 million of cash flow from operations, compared with $3 million for the second quarter 2025. In the second quarter of 2026, GXO generated $12 million of free cash flow1, compared with $43 million used for the second quarter 2025.
Cash Balances and Outstanding Debt
As of June 30, 2026, cash and cash equivalents (excluding restricted cash), total debt outstanding and net debt1 were $769 million, $3.2 billion and $2.4 billion, respectively.
2026 Guidance2
The Company updated guidance for the full year 2026 as follows:
•Organic revenue growth1 of 4% to 5%;
•Adjusted EBITDA1 of $945 million to $965 million (previously $935 million to $975 million);
•Adjusted diluted EPS1 of $2.95 to $3.15 (previously $2.90 to $3.20); and
•Free cash flow conversion1 of 30% to 40%.
Investor Day
The Company will host its 2026 Investor Day on November 16, 2026, at the New York Stock Exchange, where management will discuss its long-term strategy, financial framework and value creation opportunities. The in-person event will begin at 9:00 a.m. Eastern Time and will also be webcast live. Webcast and presentation materials will be available on the Company’s Investor Relations website at investors.gxo.com. A replay will be available following the event.
Conference Call
GXO will hold a conference call on Wednesday, August 5, 2026, at 8:30 a.m. Eastern Time. Participants can call toll free (from US/Canada) 877-407-8029; international callers dial +1 201-689-8029. Conference ID: 13761436. A live webcast of the conference will be available on the Investor Relations area of the company’s website, investors.gxo.com. The conference will be archived until August 20, 2026. To access the replay by phone, call toll-free (from US/Canada) 877-660-6853; international callers dial +1 201-612-7415. Use participant passcode 13761436.
1 For definitions of non-GAAP measures see the “Non-GAAP Financial Measures” section in this press release.
2 Our guidance reflects current FX rates.
2
About GXO Logistics
GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play contract logistics provider and is positioned to capitalize on the rapid growth of ecommerce, automation and outsourcing. GXO has over 150,000 team members across more than 1,000 facilities, totaling more than 200 million square feet. The company serves the world’s leading blue-chip companies to solve complex logistics challenges with technologically advanced supply chain and ecommerce solutions, at scale and with speed. GXO corporate headquarters is in Greenwich, Connecticut. Visit GXO.com for more information and connect with GXO on LinkedIn, X, Facebook, Instagram and YouTube.
Non-GAAP Financial Measures
As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the attached financial tables.
GXO’s non-GAAP financial measures in this press release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), adjusted EBITDA margin, adjusted earnings before interest, taxes and amortization (“adjusted EBITA”), adjusted EBITA, net of income taxes paid, adjusted EBITA margin, adjusted net income attributable to GXO, adjusted earnings per share (basic and diluted) (“adjusted EPS”), free cash flow, free cash flow conversion, organic revenue, organic revenue growth, net leverage ratio, net debt, and operating return on invested capital (“ROIC”).
We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, GXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures used by other companies. GXO’s non-GAAP financial measures should only be used as supplemental measures of our operating performance.
Adjusted EBITDA, adjusted EBITA, adjusted net income attributable to GXO and adjusted EPS include adjustments for transaction and integration costs, restructuring costs and unrealized gain/loss on FX contracts, a regulatory matter as well as net loss on divestiture of business, as set forth in the attached financial tables. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition and may include consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities), and certain costs related to integrating and separating IT systems. 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 regulatory matter relates to a regulatory settlement. And net loss on divestiture of business primarily relates to the write-down loss resulting from the held-for-sale classification.
We believe that adjusted EBITDA, adjusted EBITDA margin, adjusted EBITA, adjusted EBITA, net of income taxes paid, and adjusted EBITA margin, improve comparability from period to period by removing the impact of our capital structure (interest expense), asset base (depreciation and amortization), tax impacts and other adjustments as set forth in the attached financial tables, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses.
We believe that organic revenue and organic revenue growth are important measures because they exclude the impact of foreign currency exchange rate fluctuations.
We believe that adjusted net income attributable to GXO and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains as set forth
3
in the attached financial tables, which management has determined are not reflective of our core operating activities, including amortization of intangible assets acquired.
We believe that free cash flow and free cash flow conversion are important measures of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We calculate free cash flow as cash flows from operations less capital expenditures plus proceeds from sale of property and equipment. We calculate free cash flow conversion as free cash flow divided by adjusted EBITDA, expressed as a percentage.
We believe that net debt and net leverage ratio are important measures of our overall liquidity position and are calculated by removing cash and cash equivalents (excluding restricted cash) from our total debt and net debt as a ratio of our trailing twelve months adjusted EBITDA. We calculate ROIC as our trailing twelve months adjusted EBITA, net of income taxes paid, divided by the average invested capital. We believe ROIC provides investors with an important perspective on how effectively GXO deploys capital and use this metric internally as a high-level target to assess overall performance throughout the business cycle.
Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating GXO’s ongoing performance.
With respect to our financial targets for full-year 2026 organic revenue growth, adjusted EBITDA, adjusted diluted EPS, and free cash flow conversion, a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from these non-GAAP target measures. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statements of income and cash flows in accordance with GAAP, that would be required to produce such a reconciliation.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including our full-year 2026 financial guidance of organic revenue growth, adjusted EBITDA, adjusted diluted EPS and free cash flow conversion. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, the risks discussed in our filings with the SEC and the following: economic conditions generally; supply chain challenges, including labor shortages; competition and pricing pressures; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our respective customers’ demands; our ability to successfully integrate and realize anticipated benefits, synergies, cost savings and profit improvement opportunities with respect to acquired companies, including the acquisition of Wincanton; acquisitions may be unsuccessful or result in
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other risks or developments that adversely affect our financial condition and results; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our indebtedness; our ability to raise debt and equity capital; litigation; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers’ facilities and efforts by labor organizations to organize our employees; risks associated with defined benefit plans for our current and former employees; our ability to attract or retain necessary talent; the increased costs associated with labor; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; fluctuations in customer confidence and spending; issues related to our intellectual property rights; governmental regulation, including environmental laws, trade compliance laws, as well as changes in international trade policies and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; natural disasters, terrorist attacks or similar incidents; damage to our reputation; a material disruption of our operations; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; failure in properly handling the inventory of our customers; failure to successfully incorporate artificial intelligence and humanoids in
connection with our growth strategy; the impact of potential cyber-attacks and information technology or data security breaches; and the inability to implement technology initiatives or business systems successfully; our ability to achieve Environmental, Social and Governance goals; and a determination by the IRS that the distribution or certain related spin-off transactions should be treated as taxable transactions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
Investor Contact | ||||||||
| Kristine Kubacki, CFA | ||||||||
| +1 (203) 769-7206 | ||||||||
| kristine.kubacki@gxo.com | ||||||||
Media Contact | ||||||||
| Matthew Schmidt | ||||||||
| +1 (203) 307-2809 | ||||||||
| matt.schmidt@gxo.com | ||||||||
5
GXO Logistics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||
| Direct operating expense | 2,933 | 2,813 | 5,741 | 5,371 | ||||||||||||||||||||||
| Selling, general and administrative expense | 295 | 272 | 591 | 533 | ||||||||||||||||||||||
| Depreciation and amortization expense | 117 | 110 | 232 | 219 | ||||||||||||||||||||||
| Transaction and integration costs | 12 | 14 | 28 | 36 | ||||||||||||||||||||||
| Restructuring costs and other | 5 | 2 | 8 | 19 | ||||||||||||||||||||||
| Regulatory matter | — | (1) | — | 65 | ||||||||||||||||||||||
| Net loss on divestiture of business | 2 | — | 23 | — | ||||||||||||||||||||||
| Operating income | 77 | 89 | 116 | 33 | ||||||||||||||||||||||
| Other income (expense), net | 6 | (10) | 16 | (15) | ||||||||||||||||||||||
| Interest expense, net | (35) | (36) | (67) | (68) | ||||||||||||||||||||||
| Income (loss) before income taxes | 48 | 43 | 65 | (50) | ||||||||||||||||||||||
| Income tax expense | (21) | (15) | (33) | (17) | ||||||||||||||||||||||
| Net income (loss) | 27 | 28 | 32 | (67) | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests (“NCI”) | (2) | (2) | (3) | (3) | ||||||||||||||||||||||
| Net income (loss) attributable to GXO | $ | 25 | $ | 26 | $ | 29 | $ | (70) | ||||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||||||||||||
| Basic | $ | 0.22 | $ | 0.23 | $ | 0.25 | $ | (0.60) | ||||||||||||||||||
| Diluted | $ | 0.22 | $ | 0.23 | $ | 0.25 | $ | (0.60) | ||||||||||||||||||
| Weighted-average shares outstanding used in computation of earnings (loss) per share | ||||||||||||||||||||||||||
| Basic | 115,013 | 114,812 | 114,862 | 116,890 | ||||||||||||||||||||||
| Diluted | 115,718 | 115,055 | 115,780 | 116,890 | ||||||||||||||||||||||
6
GXO Logistics, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, | December 31, | |||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 769 | $ | 854 | ||||||||||
| Accounts receivable, net of allowance of $14 and $15 | 2,070 | 2,028 | ||||||||||||
| Other current assets | 414 | 406 | ||||||||||||
| Total current assets | 3,253 | 3,288 | ||||||||||||
| Long-term assets | ||||||||||||||
| Property and equipment, net of accumulated depreciation of $2,208 and $2,126 | 1,261 | 1,151 | ||||||||||||
| Operating lease assets | 2,698 | 2,563 | ||||||||||||
| Goodwill | 3,727 | 3,781 | ||||||||||||
| Intangible assets, net of accumulated amortization of $805 and $781 | 839 | 909 | ||||||||||||
| Other long-term assets | 593 | 570 | ||||||||||||
| Total long-term assets | 9,118 | 8,974 | ||||||||||||
| Total assets | $ | 12,371 | $ | 12,262 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 707 | $ | 758 | ||||||||||
| Accrued expenses | 1,445 | 1,492 | ||||||||||||
| Current debt | 751 | 446 | ||||||||||||
| Current operating lease liabilities | 779 | 745 | ||||||||||||
| Other current liabilities | 439 | 434 | ||||||||||||
| Total current liabilities | 4,121 | 3,875 | ||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt | 2,452 | 2,619 | ||||||||||||
| Long-term operating lease liabilities | 2,137 | 2,044 | ||||||||||||
| Other long-term liabilities | 639 | 709 | ||||||||||||
| Total long-term liabilities | 5,228 | 5,372 | ||||||||||||
| Commitments and Contingencies | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| Common Stock, $0.01 par value per share; 300,000 shares authorized, 120,458 and 119,868 shares issued and 114,770 and 114,512 shares outstanding, respectively | 1 | 1 | ||||||||||||
| Treasury stock, at cost; 5,688 and 5,356 shares, respectively | (218) | (202) | ||||||||||||
| Preferred Stock, $0.01 par value per share; 10,000 shares authorized, 0 issued and outstanding | — | — | ||||||||||||
| Additional Paid-In Capital (“APIC”) | 2,680 | 2,667 | ||||||||||||
| Retained earnings | 747 | 718 | ||||||||||||
| Accumulated Other Comprehensive Income (Loss) (“AOCIL”) | (223) | (201) | ||||||||||||
| Total stockholders’ equity before NCI | 2,987 | 2,983 | ||||||||||||
| NCI | 35 | 32 | ||||||||||||
| Total equity | 3,022 | 3,015 | ||||||||||||
| Total liabilities and equity | $ | 12,371 | $ | 12,262 | ||||||||||
7
GXO Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | 32 | $ | (67) | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||||||||||||
| Depreciation and amortization expense | 232 | 219 | ||||||||||||
| Stock-based compensation expense | 23 | 23 | ||||||||||||
| Deferred tax benefit | (1) | (25) | ||||||||||||
| Other | (8) | 7 | ||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||
| Accounts receivable | (63) | 18 | ||||||||||||
| Other assets | (36) | 39 | ||||||||||||
| Accounts payable | (44) | (151) | ||||||||||||
| Accrued expenses and other liabilities | (28) | (31) | ||||||||||||
| Net cash provided by operating activities | 107 | 32 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | (130) | (125) | ||||||||||||
| Proceeds from sale of property and equipment | 4 | 2 | ||||||||||||
| Net cash used in investing activities | (126) | (123) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Common stock repurchased and excise tax paid | (18) | (200) | ||||||||||||
| Net borrowings under revolving credit facilities | — | 8 | ||||||||||||
| Repayments of debt | — | (55) | ||||||||||||
| Repayments of finance lease obligations | (25) | (24) | ||||||||||||
| Proceeds from exercise of stock options | 7 | — | ||||||||||||
| Taxes paid related to net share settlement of equity awards | (17) | (7) | ||||||||||||
| Net obligations under factoring arrangements | (10) | (12) | ||||||||||||
| Net changes in bank overdraft positions | 1 | 64 | ||||||||||||
| Other | — | (1) | ||||||||||||
| Net cash used in financing activities | (62) | (227) | ||||||||||||
| Effect of exchange rates on cash and cash equivalents | (3) | 40 | ||||||||||||
| Net decrease in cash, restricted cash and cash equivalents | (84) | (278) | ||||||||||||
| Cash, restricted cash and cash equivalents, beginning of period | 857 | 485 | ||||||||||||
| Cash, restricted cash and cash equivalents, end of period | $ | 773 | $ | 207 | ||||||||||
| Non-cash financing activities: | ||||||||||||||
| Excise tax liability related to stock repurchases | $ | — | $ | 2 | ||||||||||
| Reconciliation of cash, restricted cash and cash equivalents | June 30, 2026 | December 31, 2025 | ||||||||||||
| Cash and cash equivalents | $ | 769 | $ | 854 | ||||||||||
| Restricted Cash (included in Other current assets) | 3 | 2 | ||||||||||||
| Restricted Cash (included in Other long-term assets) | 1 | 1 | ||||||||||||
| Total cash, restricted cash and cash equivalents | $ | 773 | $ | 857 | ||||||||||
8
GXO Logistics, Inc.
Key Data
Disaggregation of Revenue
(Unaudited)
Revenue disaggregated by geographical area was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| United Kingdom | $ | 1,684 | $ | 1,590 | $ | 3,279 | $ | 2,981 | ||||||||||||||||||
| United States | 782 | 767 | 1,533 | 1,519 | ||||||||||||||||||||||
| Netherlands | 256 | 253 | 526 | 485 | ||||||||||||||||||||||
| France | 213 | 216 | 421 | 402 | ||||||||||||||||||||||
| Spain | 181 | 166 | 343 | 309 | ||||||||||||||||||||||
| Italy | 112 | 105 | 221 | 200 | ||||||||||||||||||||||
| Other | 213 | 202 | 416 | 380 | ||||||||||||||||||||||
| Total | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||
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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Omnichannel retail | $ | 1,637 | $ | 1,626 | $ | 3,198 | $ | 3,048 | ||||||||||||||||||
| Technology and consumer electronics | 439 | 402 | 872 | 795 | ||||||||||||||||||||||
| Industrial and manufacturing | 408 | 403 | 802 | 765 | ||||||||||||||||||||||
| Consumer packaged goods | 331 | 290 | 665 | 574 | ||||||||||||||||||||||
| Food and beverage | 341 | 359 | 658 | 673 | ||||||||||||||||||||||
| Other | 285 | 219 | 544 | 421 | ||||||||||||||||||||||
| Total | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||
9
GXO Logistics, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
and Adjusted EBITDA Margins
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | Year Ended December 31, 2025 | Trailing Twelve Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to GXO | $ | 25 | $ | 26 | $ | 29 | $ | (70) | $ | 32 | $ | 131 | ||||||||||||||||||||||||||
| Net income attributable to NCI | 2 | 2 | 3 | 3 | 4 | 4 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 27 | $ | 28 | $ | 32 | $ | (67) | $ | 36 | $ | 135 | ||||||||||||||||||||||||||
| Interest expense, net | 35 | 36 | 67 | 68 | 133 | 132 | ||||||||||||||||||||||||||||||||
| Income tax expense | 21 | 15 | 33 | 17 | 68 | 84 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 117 | 110 | 232 | 219 | 457 | 470 | ||||||||||||||||||||||||||||||||
| Transaction and integration costs | 12 | 14 | 28 | 36 | 54 | 46 | ||||||||||||||||||||||||||||||||
| Restructuring costs and other | 5 | 2 | 8 | 19 | 27 | 16 | ||||||||||||||||||||||||||||||||
| Regulatory matter | — | (1) | — | 65 | 65 | — | ||||||||||||||||||||||||||||||||
| Net loss on divestiture of business | 2 | — | 23 | — | 34 | 57 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on foreign currency contracts | — | 8 | (4) | 18 | 7 | (15) | ||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 219 | $ | 212 | $ | 419 | $ | 375 | $ | 881 | $ | 925 | ||||||||||||||||||||||||||
| Revenue | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||||||||||||||
| Operating income | $ | 77 | $ | 89 | $ | 116 | $ | 33 | ||||||||||||||||||||||||||||||
Operating income margin(2) | 2.2% | 2.7% | 1.7% | 0.5% | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(1)(3) | 6.4% | 6.4% | 6.2% | 6.0% | ||||||||||||||||||||||||||||||||||
(1) See the “Non-GAAP Financial Measures” section of this press release.
(2) Operating income margin is calculated as operating income divided by revenue for the period.
(3) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue for the period.
10
GXO Logistics, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITA
and Adjusted EBITA Margins
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | Year Ended December 31, 2025 | Trailing Twelve Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to GXO | $ | 25 | $ | 26 | $ | 29 | $ | (70) | $ | 32 | $ | 131 | ||||||||||||||||||||||||||
| Net income attributable to NCI | 2 | 2 | 3 | 3 | 4 | 4 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 27 | $ | 28 | $ | 32 | $ | (67) | $ | 36 | $ | 135 | ||||||||||||||||||||||||||
| Interest expense, net | 35 | 36 | 67 | 68 | 133 | 132 | ||||||||||||||||||||||||||||||||
| Income tax expense | 21 | 15 | 33 | 17 | 68 | 84 | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets acquired | 28 | 30 | 57 | 59 | 119 | 117 | ||||||||||||||||||||||||||||||||
| Transaction and integration costs | 12 | 14 | 28 | 36 | 54 | 46 | ||||||||||||||||||||||||||||||||
| Restructuring costs and other | 5 | 2 | 8 | 19 | 27 | 16 | ||||||||||||||||||||||||||||||||
| Regulatory matter | — | (1) | — | 65 | 65 | — | ||||||||||||||||||||||||||||||||
| Net loss on divestiture of business | 2 | — | 23 | — | 34 | 57 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on foreign currency contracts | — | 8 | (4) | 18 | 7 | (15) | ||||||||||||||||||||||||||||||||
Adjusted EBITA(1) | $ | 130 | $ | 132 | $ | 244 | $ | 215 | $ | 543 | $ | 572 | ||||||||||||||||||||||||||
| Revenue | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||||||||||||||
Adjusted EBITA margin(1)(2) | 3.8% | 4.0% | 3.6% | 3.4% | ||||||||||||||||||||||||||||||||||
(1) See the “Non-GAAP Financial Measures” section of this press release.
(2) Adjusted EBITA margin is calculated as adjusted EBITA divided by revenue for the period.
11
GXO Logistics, Inc.
Reconciliation of Net Income (Loss) to Adjusted Net Income
and Adjusted Earnings Per Share
(Unaudited)
| (Dollars in millions, shares in thousands, except per share amounts) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | 27 | $ | 28 | $ | 32 | $ | (67) | ||||||||||||||||||
| Net income attributable to NCI | (2) | (2) | (3) | (3) | ||||||||||||||||||||||
| Net income (loss) attributable to GXO | $ | 25 | $ | 26 | $ | 29 | $ | (70) | ||||||||||||||||||
| Amortization of intangible assets acquired | 28 | 30 | 57 | 59 | ||||||||||||||||||||||
| Transaction and integration costs | 12 | 14 | 28 | 36 | ||||||||||||||||||||||
| Restructuring costs and other | 5 | 2 | 8 | 19 | ||||||||||||||||||||||
| Regulatory matter | — | (1) | — | 65 | ||||||||||||||||||||||
| Net loss on divestiture of business | 2 | — | 23 | — | ||||||||||||||||||||||
| Unrealized (gain) loss on foreign currency contracts | — | 8 | (4) | 18 | ||||||||||||||||||||||
Income tax associated with the adjustments above(1) | (4) | (13) | (15) | (27) | ||||||||||||||||||||||
Adjusted net income attributable to GXO(2) | $ | 68 | $ | 66 | $ | 126 | $ | 100 | ||||||||||||||||||
Adjusted basic EPS(2) | $ | 0.59 | $ | 0.57 | $ | 1.10 | $ | 0.86 | ||||||||||||||||||
Adjusted diluted EPS(2) | $ | 0.59 | $ | 0.57 | $ | 1.09 | $ | 0.85 | ||||||||||||||||||
Weighted-average shares outstanding used in computation of adjusted earnings per share | ||||||||||||||||||||||||||
| Basic | 115,013 | 114,812 | 114,862 | 116,890 | ||||||||||||||||||||||
Diluted(3) | 115,718 | 115,055 | 115,780 | 117,160 | ||||||||||||||||||||||
(1) The income tax rate applied to items is based on the GAAP annual effective tax rate.
(2) See the “Non-GAAP Financial Measures” section of this press release.
(3) The six months ended June 30, 2025, calculation of earnings per share - diluted (GAAP) excludes 270 thousand shares due to
their anti-dilutive effect.
12
GXO Logistics, Inc.
Other Reconciliations
(Unaudited)
Reconciliation of Cash Flows from Operations to Free Cash Flow:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Cash flows from operations(1) | $ | 76 | $ | 3 | $ | 107 | $ | 32 | ||||||||||||||||||
Capital expenditures | (65) | (47) | (130) | (125) | ||||||||||||||||||||||
Proceeds from sale of property and equipment | 1 | 1 | 4 | 2 | ||||||||||||||||||||||
Free cash flow(2) | $ | 12 | $ | (43) | $ | (19) | $ | (91) | ||||||||||||||||||
(1) Net cash provided by operating activities.
(2) See the “Non-GAAP Financial Measures” section of this press release.
Reconciliation of Revenue to Organic Revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 3,441 | $ | 3,299 | $ | 6,739 | $ | 6,276 | ||||||||||||||||||
| Foreign exchange rates | (29) | — | (227) | — | ||||||||||||||||||||||
Organic revenue(1) | $ | 3,412 | $ | 3,299 | $ | 6,512 | $ | 6,276 | ||||||||||||||||||
Revenue growth(2) | 4.3% | 7.4% | ||||||||||||||||||||||||
Organic revenue growth(1)(3) | 3.4% | 3.8% | ||||||||||||||||||||||||
(1) See the “Non-GAAP Financial Measures” section of this press release.
(2) Revenue growth is calculated as the change in the period-over-period revenue divided by the prior period, expressed as a percentage.
(3) Organic revenue growth is calculated as the change in the period-over-period organic revenue divided by the prior period, expressed as a percentage.
13
GXO Logistics, Inc.
Liquidity Reconciliations
(Unaudited)
Reconciliation of Total Debt and Net Debt:
| (In millions) | June 30, 2026 | |||||||
| Current debt | $ | 751 | ||||||
| Long-term debt | 2,452 | |||||||
Total debt(1) | $ | 3,203 | ||||||
| Plus: Bank overdrafts (included in Other current liabilities) | 1 | |||||||
| Less: Cash and cash equivalents (excluding restricted cash) | (769) | |||||||
Net debt(2) | $ | 2,435 | ||||||
(1) Includes finance leases and other debt of $479 million as of June 30, 2026.
(2) See the “Non-GAAP Financial Measures” section of this press release.
Reconciliation of Total debt to Net income Ratio:
| (In millions) | June 30, 2026 | |||||||
Total debt | $ | 3,203 | ||||||
| Trailing twelve months net income | $ | 135 | ||||||
| Debt to net income ratio | 23.7x | |||||||
Reconciliation of Net Leverage Ratio:
| (In millions) | June 30, 2026 | |||||||
Net debt(1) | $ | 2,435 | ||||||
Trailing twelve months adjusted EBITDA(1) | $ | 925 | ||||||
Net leverage ratio(1) | 2.6x | |||||||
(1) See the “Non-GAAP Financial Measures” section of this press release.
14
GXO Logistics, Inc.
Return on Invested Capital
(Unaudited)
Adjusted EBITA, net of income taxes paid:
| Six Months Ended June 30, | Year Ended December 31, 2025 | Trailing Twelve Months Ended June 30, 2026 | ||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||||||||||||||
Adjusted EBITA(1) | $ | 244 | $ | 215 | $ | 543 | $ | 572 | ||||||||||||||||||
Less: Cash paid for income taxes | (30) | (10) | (59) | (79) | ||||||||||||||||||||||
Adjusted EBITA(1), net of income taxes paid | $ | 214 | $ | 205 | $ | 484 | $ | 493 | ||||||||||||||||||
(1) See the “Non-GAAP Financial Measures” section of this press release.
Return on Invested Capital (ROIC):
| June 30, | ||||||||||||||||||||
| (In millions) | 2026 | 2025 | Average | |||||||||||||||||
Selected Assets: | ||||||||||||||||||||
Accounts receivable, net | $ | 2,070 | $ | 1,950 | $ | 2,010 | ||||||||||||||
| Other current assets | 414 | 434 | 424 | |||||||||||||||||
Property and equipment, net | 1,261 | 1,264 | 1,263 | |||||||||||||||||
Selected Liabilities: | ||||||||||||||||||||
Accounts payable | $ | (707) | $ | (691) | $ | (699) | ||||||||||||||
Accrued expenses | (1,445) | (1,381) | (1,413) | |||||||||||||||||
Other current liabilities(1) | (438) | (452) | (445) | |||||||||||||||||
Invested capital | $ | 1,155 | $ | 1,124 | $ | 1,140 | ||||||||||||||
| Trailing twelve months net income to average invested capital | 11.8% | |||||||||||||||||||
Operating return on invested capital(2)(3) | 43.2% | |||||||||||||||||||
(1) As of June 30, 2026 and June 30, 2025, excludes $1 million and $64 million of bank overdraft, respectively.
(2) See the “Non-GAAP Financial Measures” section of this press release.
(3) The ratio of operating return on invested capital is calculated as trailing twelve months adjusted EBITA, net of income taxes paid, divided by the average invested capital.
15