GXO Logistics (GXO) risk factors, FY2025 10-K

Risks Related to Our Strategy and Operations

1. 01We operate in a highly competitive industry, and failure to compete or respond to customer requirements could negatively affect our business and our results of operations
2. 02Increases in our labor costs to attract, develop and retain employees may have a material adverse effect on our business69% rewritten
3. 03We depend on our ability to attract and retain qualified employees and temporary workers31% rewritten
4. 04Our past acquisitions, as well as any acquisitions that we may complete in the future, may be unsuccessful or result in other risks or developments that adversely affect our financial condition and results69% rewritten
5. 05synergies we anticipate or otherwise perform as we expect on the timeline contemplated. We are unable to predict all the risks that could arise as a result of our acquisitionsNew
6. 06We may not successfully manage our growth
7. 07Our overseas operations are subject to various operational and financial risks that could adversely affect our business
8. 08We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities and earnings are denominated in foreign currencies
9. 09Our inability to successfully manage the costs and operational difficulties of adding new customers and business may negatively affect our financial condition and operations
10. 10The contractual terms between us and our customers could expose us to penalties and other costs in the event we do not meet the contractually prescribed performance levels
11. 11Our operations are subject to seasonal fluctuations, and our inability to manage these fluctuations could negatively affect our business and our results of operations
12. 12Damage to our reputation through unfavorable publicity or the actions of our employees or temporary workers could adversely affect our financial condition
13. 13We face risks associated with the handling of customer inventory27% rewritten

Risks Related to Our Use of Technology

1. 14Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information technology systems, including the systems of any businesses that we acquire

Risks Related to the Use of Artificial Intelligence and Emerging Technologies

1. 15A failure of our information technology infrastructure or a breach of our information systems, networks or processes may have a material adverse effect on our business
2. 16Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations

Risks Related to Our Credit and Liquidity

1. 17Challenges in the commercial and credit environment may adversely affect our future access to capital on favorable terms
2. 18We have incurred debt obligations that could adversely affect our business and profitability and our ability to meet other obligations
3. 19Our borrowing costs and access to capital and credit markets may be adversely affected by a downgrade or potential downgrade of our credit ratings

Risks Related to Third-Party Relationships

1. 20Our business may be materially adversely affected by labor disputes or organizing efforts
2. 21Any failure to properly manage our temporary workers could have a material adverse impact on our revenues, earnings and financial position

Risks Related to Litigation and Regulations

1. 22We may be involved in lawsuits and are subject to various claims that could result in significant expenditures and impact our operations
2. 23We are subject to risks associated with defined benefit plans for our current and former employees, which could have a material adverse effect on our earnings and financial position
3. 24Changes in tax laws and regulations for U.S. and multinational companies may increase our tax liability30% rewritten
4. 25We are subject to regulations, which could negatively impact our business
5. 26Proposed or pending legislative or regulatory changes, or future legislative or regulatory changes, at the federal, state or local level may decrease demand for our services, increase our costs, including our labor costs, and negatively affect our business and our results of operations
6. 27Economic recessions and other factors, such as heightened geopolitical tensions or conflict, that reduce consumer spending, both in North America and Europe, could have a material adverse impact on our business

Risks Related to Environmental, Social and Governance

1. 28Compliance with ESG laws and regulations could result in significant costs that adversely affect our consolidated results of operations
2. 29Our ability to achieve our ESG goals is subject to risks, many of which are outside our control, and our reputation could be harmed if we fail to meet such goals

Risks Related to Our Common Stock

1. 30Any stockholder’s percentage of ownership in GXO may be diluted in the future at any given time
2. 31Certain provisions in GXO’s amended and restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of GXO, which could decrease the trading price of GXO’s common stock
3. 32GXO’s amended and restated certificate of incorporation contains an exclusive forum provision that may discourage lawsuits against GXO and GXO’s directors and officers56% rewritten
4. 33involving GXO governed by the internal affairs doctrine or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCLNew
5. 34We cannot guarantee that our share repurchase program will be fully implemented or that it will enhance long-term shareholder value