GXO Logistics, Inc.GXO
GXO Logistics, Inc. Debt Disclosure
10. Debt and Financing Arrangements
The following table summarizes the carrying value of the Company’s debt:
| December 31, | ||||||||||||||||||||
| (In millions, except percentages) | Rate(1) | 2025 | 2024 | |||||||||||||||||
Unsecured notes due 2026(2) | 1.65% | $ | 400 | $ | 399 | |||||||||||||||
Unsecured notes due 2029(3) | 6.25% | 594 | 593 | |||||||||||||||||
Unsecured notes due 2031(4) | 2.65% | 398 | 397 | |||||||||||||||||
Unsecured notes due 2034(5) | 6.50% | 491 | 490 | |||||||||||||||||
Euro Unsecured notes due 2030 (€500 principal)(6) | 3.75% | 580 | — | |||||||||||||||||
Three-Year Term Loan due 2025(7) | —% | — | 50 | |||||||||||||||||
Five-Year Term Loan due 2027(8)(9) | 5.19% | 275 | 399 | |||||||||||||||||
| Finance leases and other debt | Various | 327 | 303 | |||||||||||||||||
| Total debt | $ | 3,065 | $ | 2,631 | ||||||||||||||||
Less: Current debt(10) | 446 | 110 | ||||||||||||||||||
| Long-term debt | $ | 2,619 | $ | 2,521 | ||||||||||||||||
(1) Interest rates as of December 31, 2025.
(2) Net of unamortized discount and debt issuance costs of zero and $1 million, as of December 31, 2025 and 2024, respectively.
(3) Net of unamortized discount and debt issuance costs of $6 million and $7 million as of December 31, 2025 and 2024, respectively.
(4) Net of unamortized discount and debt issuance costs of $2 million and $3 million as of December 31, 2025 and 2024, respectively.
(5) Net of unamortized discount and debt issuance costs of $9 million and $10 million as of December 31, 2025 and 2024, respectively.
(6) Net of unamortized discount and debt issuance costs of $7 million, as of December 31, 2025.
(7) In May 2025, the Company repaid the remaining $50 million of the Term Loan due 2025.
(8) Net of unamortized debt issuance costs of zero and $1 million, as of December 31, 2025 and 2024, respectively.
(9) In November 2025, the Company repaid $125 million of the Five Year Term Loan due 2027.
(10) As of December 31, 2025, current debt includes $400 million of Unsecured notes due 2026.
Euro Unsecured Notes
In November 2025, GXO Logistics Capital B.V., a wholly owned, indirect consolidated subsidiary of the Company (the “Issuer”), issued €500 million (approximately $580 million) of 3.750% notes due 2030 at a discount to par at a price of 99.776% (the “EUR Unsecured notes due 2030”). The EUR Unsecured notes due 2030 accrue interest at 3.750% per year, and mature on November 24, 2030. Interest on the EUR Unsecured notes due 2030 is payable annually in arrears on November 24 of each year, beginning on November 24, 2026. The EUR Unsecured notes due
2030 are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by GXO Logistics, Inc. (“GXO” and GXO’s guarantee of the Notes, the “Parent Guarantee”).
The EUR Unsecured notes due 2030 and the Parent Guarantee are unsecured, unsubordinated obligations of the Issuer and GXO, respectively, and they rank equally in right of payment with all of the Issuer’s and GXO’s respective existing and future unsecured, unsubordinated indebtedness.
Unsecured Notes
In 2024, the Company issued $1.1 billion of unsecured notes, consisting of $600 million of notes due 2029 (the “Unsecured notes due 2029”) and $500 million of notes due 2034 (the “Unsecured notes due 2034”) to fund the Wincanton Acquisition. The Unsecured notes due 2029 accrue interest at 6.25% per annum, payable semiannually on May 6 and November 6 of each year, and mature on May 6, 2029. The Unsecured notes due 2034 accrue interest at 6.50% per annum, payable semiannually on May 6 and November 6 of each year, and mature on May 6, 2034.
In 2021, the Company issued $800 million of unsecured notes, consisting of $400 million of notes due 2026 (the “Unsecured notes due 2026”) and $400 million of notes due 2031 (the “Unsecured notes due 2031”). The 2026 Notes bear interest at a rate of 1.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, and mature on July 15, 2026. The 2031 Notes bear interest at a rate of 2.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, and mature on July 15, 2031.
Five-Year Term Loan due 2027
In 2022, the Company entered into a $500 million five-year unsecured term loan (the “Five-Year Term Loan”), which matures on May 26, 2027. The loan bears interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted Secured Overnight Financing Rate (SOFR), plus an applicable margin based on the Company’s credit ratings. In 2025 and 2024, the Company repaid $125 million and $100 million, respectively, of the Term Loan due 2027.
Three-Year Term Loan due 2025
In 2022, the Company borrowed a $235 million three-year term loan tranche (the “Three-Year Term Loan”) which was to mature on May 26, 2025. The Three-Year Term Loan bore interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted SOFR, plus an applicable margin based on the Company’s credit ratings. The Company repaid $185 million in 2024 and $50 million in 2025.
Revolving Credit Facilities
In 2024, the Company entered into a revolving credit agreement with Bank of America N.A., as administrative agent and an issuing lender (the “Revolving Credit Agreement”). The Revolving Credit Agreement is a five-year, unsecured, multicurrency revolving facility expiring in 2029. The aggregate commitment of all lenders under the Revolving Credit Agreement is equal to $800 million, of which $100 million is available for the issuance of letters of credit.
Loans under the Revolving Credit Agreement bear interest at a fluctuating rate per annum equal to (a) with respect to borrowings in U.S. dollars, at the Company’s option the alternate base rate or term Secured Overnight Financing Rate (“SOFR”), (b) with respect to borrowings in Canadian Dollars, term Canadian Overnight Repo Rate Average (“CORRA”), (c) with respect to borrowings in Pounds Sterling, daily simple Sterling Overnight Index Average Rate (“SONIA”) and (d) with respect to borrowings in Euros, Euro Interbank Offered Rate (“EURIBOR”), in each case, plus an applicable margin calculated based on the Company’s credit ratings. In addition, the Company is paying a commitment fee of 0.15% per annum on the unused portion of the commitments under the Revolving Credit Facility. As of December 31, 2025 and 2024, no principal amounts were outstanding, and letters of credit were $6 million and $1 million, respectively, 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, at any time, borrow up to £175 million, which was to mature in 2027. Loans under the Wincanton Revolving Credit Agreement bore interest at a daily simple rate based on SONIA plus a margin. In November 2025, the Company terminated the Wincanton Revolving Credit Agreement. As of December 31, 2024, the Company had £15 million ($19 million) in outstanding borrowings under this agreement.
Borrowings under revolving credit facilities maturing in three months or less are presented net in the Consolidated Statement of Cash Flows.
Long-Term Debt Maturities
Set forth below is the aggregate principal amount of the Company’s long-term debt (excluding finance lease obligations, and unamortized debt issuance costs and discounts) as of December 31, 2025, maturing during the following years.
| (In millions) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||||
| Long-term debt | $ | 400 | $ | 275 | $ | — | $ | 600 | $ | 587 | $ | 900 | ||||||||||||||||||||||||||
Factoring Programs
The Company sells certain of its trade receivables on a non-recourse basis to third-party financial institutions under various factoring programs. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows.
The Company accounts for these transactions as sales because it sells full title and ownership in the underlying receivables, and control of the receivables is considered transferred. For these transfers, the receivables are removed from the Consolidated Balance Sheets at the date of transfer.
Information related to trade receivables sold was as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Receivables sold in period | $ | 2,794 | $ | 1,856 | $ | 1,110 | ||||||||||||||
| Cash consideration | 2,777 | 1,843 | 1,103 | |||||||||||||||||
| Net cash provided by operating cash flows | 40 | 200 | 21 | |||||||||||||||||
Covenants and Compliance
The covenants for the Company’s debt securities, which are customary for financings of this type, limit the Company’s ability to incur indebtedness and grant liens, among other restrictions. In addition, the facilities require the Company to maintain a consolidated leverage ratio below a specified maximum.
As of December 31, 2025, the Company complied with the covenants contained in its debt and financing arrangements.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.