GXO Logistics, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
GXO$55.180.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001852244-26-000049
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001852244-26-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 67 previous paragraphs and 78 current paragraphs.
31 unchanged; 14 reworded; 32 added; 22 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
Revenue
Current report
Growth in both periods was broad-based across our regions and reflected new business wins and increased activity with existing customers, including continued growth in technology and data centers, aerospace and defense, industrials and life sciences customers.
Current report
Direct operating expense
Current report
Direct operating expense comprises both fixed and variable costs and include operating expenses related to our warehouse operations, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies, and information technology expenses.
Current report
Direct operating expense for the three months ended September 30, 2026 increased $207 million, or 7.2%, compared with the three months ended September 30, 2025. Direct operating expense for the nine months ended September 30, 2026 increased $577 million, or 7.0%, compared with the nine months ended September 30, 2025. Direct operating expense, as a percentage of revenue, was 85.3% for the three months ended September 30, 2026, compared with 84.2% for the three months ended September 30, 2025, and 85.2% for the nine months ended September 30, 2026, compared with 85.1% for the nine months ended September 30, 2025.
Current report
The increases primarily reflected higher labor and other operating costs associated with revenue growth and new customer start-ups, including costs incurred as new operations ramped toward expected productivity levels, as well as changes in customer and business mix. These increases were partially offset by productivity and cost-management initiatives across our operations and, for the nine-month period of 2026, a $30 million benefit from a real estate transaction.
Current report
SG&A expense primarily consists of salary and benefit costs for executive and certain administrative functions, professional fees, bad-debt expense and legal costs.
Current report
SG&A expense remained relatively consistent for the three months ended September 30, 2026, compared with the three months ended September 30, 2025. SG&A expense for the nine months ended September 30, 2026 increased $58 million, or 7.1%, compared with the nine months ended September 30, 2025. SG&A expense, as a percentage of revenue, was 7.9% for the three months ended September 30, 2026, compared with 8.4% for the three months ended September 30, 2025, and 8.5% for both the nine months ended September 30, 2026 and 2025.
Current report
The three-month comparison primarily reflected synergies associated with the Wincanton acquisition, offset by investments in information technology and transformation initiatives. For the nine-month period, the increase in SG&A expense was primarily driven by higher salaries and benefits and investments in information technology and transformation initiatives, partially offset by synergies associated with the Wincanton acquisition. As a percentage of revenue, these increases were offset by operating leverage from revenue growth.
Current report
Depreciation and Amortization (D&A) Expense
Current report
D&A expense for the three months ended September 30, 2026 decreased $3 million, or 2.5%, compared with the three months ended September 30, 2025. D&A expense for the nine months ended September 30, 2026 increased $10 million, or 3.0%, compared with the nine months ended September 30, 2025, primarily due to capital investments supporting business growth.
Current report
Transaction and integration costs
Current report
Transaction and integration costs increased $12 million, or 85.7%, for the three months ended September 30, 2026, and increased $4 million, or 8.0%, for the nine months ended September 30, 2026, compared with the corresponding periods in 2025. The increases reflected costs associated with the 2026 integration of Wincanton and the divestiture of certain grocery contracts in the U.K. (the “Wincanton Divestment”), compared with costs associated with the Wincanton acquisition in 2025.
Current report
Restructuring costs and other
Current report
Restructuring costs and other were $3 million for both the three months ended September 30, 2026 and 2025. For the nine months ended September 30, 2026 and 2025, restructuring costs and other were $11 million and $22 million, respectively. Restructuring costs and other primarily consisted of severance and other costs associated with initiatives to optimize corporate expenses.
Current report
Regulatory matter
Current report
Other income (expense), net
Current report
Other income, net for the three months ended September 30, 2026 was $12 million, compared with $5 million for the three months ended September 30, 2025. Other income, net for the nine months ended September 30, 2026 was $28 million, compared with other expense, net of $10 million for the nine months ended September 30, 2025, primarily reflecting higher foreign currency gains and higher pension income in the nine months ended September 30, 2026.
Current report
Interest expense, net
Current report
Interest expense, net was $36 million for the three months ended September 30, 2026, compared with $35 million for the three months ended September 30, 2025. Interest expense, net was $103 million for both the nine months ended September 30, 2026 and 2025.
Current report
Income tax expense
Current report
Income tax expense for the three months ended September 30, 2026 decreased $21 million, or 75.0%, compared with the three months ended September 30, 2025. Our effective tax rate was 10.2% for the three months ended September 30, 2026, compared with 31.2% for the three months ended September 30, 2025, primarily reflecting tax benefits related to the Wincanton Divestment and higher deferred tax benefits.
Current report
Income tax expense for the nine months ended September 30, 2026 decreased $5 million, or 11.1%, compared with the nine months ended September 30, 2025. Our effective tax rate was 29.2% for the nine months ended September 30, 2026, compared with 118.1% for the nine months ended September 30, 2025, primarily reflecting the non-recurrence of non-deductible litigation costs incurred in 2025 and higher deferred tax benefits.
Current report
Our material cash requirements include operating and working capital requirements, debt principal and interest payments, lease obligations, capital expenditures and other contractual commitments. The timing and amount of capital expenditures and working capital requirements may vary based on the timing and magnitude of new customer start-ups and investments in automation and technology solutions. We expect capital expenditures in 2026 to be approximately $269 million to $305 million.
Current report
We believe that cash and cash equivalents on hand, cash generated from operations, borrowing capacity under our revolving credit facility, our factoring programs and access to capital markets will be sufficient to meet our short-term liquidity requirements, including repayment of the current portion of our debt, for at least the next 12 months. We also expect these sources to be sufficient to meet our long-term liquidity requirements, although our long-term liquidity needs will depend on, among other factors, the timing and magnitude of new contract start-ups, capital expenditures, debt maturities, strategic transactions and share repurchases.
Current report
Debt Covenants
Current report
The covenants governing our debt securities limit our ability to incur indebtedness and grant liens, among other restrictions. Our revolving credit facility generally requires us to maintain a consolidated leverage ratio of no greater than 3.50 to 1.00, which may increase to 4.25 to 1.00 following the consummation of a material acquisition. The consolidated leverage ratio may not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. As of September 30, 2026, we were in compliance with the covenants contained in our debt and financing arrangements.
Current report
Net cash provided by operating activities was $263 million for the nine months ended September 30, 2026, compared with $264 million for the nine months ended September 30, 2025. The change primarily reflected higher net income of $104 million and favorable changes in accounts payable of $87 million and accrued expenses and other liabilities of $33 million, primarily due to timing. These benefits were offset by unfavorable changes in accounts receivable of $139 million, primarily due to the timing of collections, and other assets of $79 million.
Current report
Net cash provided by our factoring programs was $21 million and $51 million for the nine months ended September 30, 2026 and 2025, respectively.
Current report
Net cash used in investing activities was $235 million for the nine months ended September 30, 2026, compared with $169 million for the nine months ended September 30, 2025. The increase of $66 million primarily reflected lower proceeds from sales of property and equipment of $94 million and higher cash paid in connection with the Wincanton Divestment of $38 million in the current year, partially offset by lower capital expenditures of $65 million.
Current report
Net cash used in financing activities was $536 million for the nine months ended September 30, 2026, compared with $266 million for the nine months ended September 30, 2025. The increase of $270 million primarily reflected an increase in the repayment of long-term and other debt of $345 million, partially offset by lower cash paid for common stock repurchases and related excise tax of $98 million.
Current report
Changes in our contractual obligations since December 31, 2025, primarily reflect changes in debt and lease obligations, as further described in Note 4. “Leases,” and Note 7. “Debt and Financing Arrangements.”
Removed paragraphs (22)
Previous report
Revenue for the three months ended June 30, 2026, increased by 4%, or $142 million, to $3.4 billion compared with $3.3 billion for the same period in 2025. The increase reflects growth in our business and $29 million of foreign currency movements for the three months ended June 30, 2026.
Previous report
Direct operating expense for the three months ended June 30, 2026, increased by 4%, or $120 million, to $2.9 billion compared with $2.8 billion for the same period in 2025. As a percentage of revenue, Direct operating expense for the three months ended June 30, 2026, was 85.2% compared with 85.3% for the same period in 2025. The increase in Direct operating expense reflects growth in our business and $24 million of foreign currency movements for the three months ended June 30, 2026.
Previous report
Other income (expense), net increased from expense to income, due to higher pension income and foreign currency gain on foreign currency contracts in the current period. Other income (expense), net was as follows:
Previous report
Interest expense, net was as follows:
Previous report
Six Months Ended June 30, 2026 compared with the Six Months Ended June 30, 2025
Previous report
Revenue for the six months ended June 30, 2026, increased by 7%, or $463 million, to $6.7 billion compared with $6.3 billion for the same period in 2025. The increase reflects growth in our business and $227 million of foreign currency movements for the six months ended June 30, 2026.
Previous report
Direct operating expense for the six months ended June 30, 2026, increased by 7%, or $370 million, to $5.7 billion compared with $5.4 billion for the same period in 2025. As a percentage of revenue, Direct operating expense for the six months ended June 30, 2026, was 85.2% compared with 85.6% for the same period in 2025. The increase in Direct operating expense reflects growth in our business and $191 million of foreign currency movements for the six months ended June 30, 2026. For the six months ended June 30, 2026, we recorded a net benefit of $30 million, primarily in rent expense, from a real estate transaction that occurred in the fourth quarter of 2025, which 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.
Previous report
Selling, general and administrative expense for the six months ended June 30, 2026, increased by $58 million, to $591 million compared with $533 million for the same period in 2025. The increase reflects growth in our business and $22 million of foreign currency movements for the six months ended June 30, 2026.
Previous report
Transaction and integration costs for the six months ended June 30, 2026 and June 30, 2025, were $28 million and $36 million, respectively, and primarily related to the acquisition and integration of Wincanton.
Previous report
Restructuring costs and other costs for the six months ended June 30, 2026 and June 30, 2025, were $8 million and $19 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.
Previous report
Other income (expense), net increased from expense to income, due to higher pension income and foreign currency gain on foreign currency contracts in the current period. Other income (expense), net was as follows:
Previous report
Interest expense, net was as follows:
Previous report
Income (loss) before income taxes for the six months ended June 30, 2026, was income of $65 million compared with a loss of $50 million for the same period in 2025. The increase from loss to income reflects higher operating income, primarily due to growth in our business, including a net benefit of $30 million from a real estate transaction, and the non-recurrence of a regulatory matter in 2025, offset by a net loss related to the Wincanton Divestment and other income from higher pension income and foreign currency gains on foreign currency contracts.
Previous report
Income tax expense for the six months ended June 30, 2026, was $33 million compared with $17 million for the same period in 2025. Our effective tax rate for the six months ended June 30, 2026, was an expense on pre-tax income of 50.6%, compared to an expense on pre-tax loss of (35.3)% for the same period in 2025. The change to our effective tax rate was primarily driven by an increase in pre-tax income, an increase in unrecognized tax benefits for the six months ended June 30, 2026, and a regulatory matter during the six months ended June 30, 2025.
Previous report
We believe that our cash 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.
Previous report
Financial Condition
Previous report
There were no material changes in our total assets and total liabilities from December 31, 2025 to June 30, 2026, other than the reclassification of $275 million of debt from long-term to current.
Previous report
Our cash flows from operating, investing and financing activities, as reflected on our Condensed Consolidated Statements of Cash Flows, are summarized as follows:
Previous report
Cash flows provided by operating activities for the six months ended June 30, 2026, increased by $75 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 and lower accounts payable cash outflow, partially offset by higher cash usage from accounts receivable and other assets. For the six months ended June 30, 2026 and June 30, 2025, net cash provided by our factoring programs was $14 million and $78 million, respectively.
Previous report
Investing activities used $126 million and $123 million of cash for the six months ended June 30, 2026 and June 30, 2025, respectively. During the six months ended June 30, 2026, we utilized $130 million of cash to purchase property and equipment and received $4 million from the sale of property and equipment. During the six months ended June 30, 2025, we utilized $125 million of cash to purchase property and equipment and received $2 million from the sale of property and equipment.
Previous report
Financing activities used $62 million and $227 million of cash for the six months ended June 30, 2026 and June 30, 2025, respectively. The primary use of cash from financing activities during the six months ended June 30, 2026, was $25 million to repay finance lease obligations, $18 million to repurchase shares of our common stock pursuant to the Repurchase Plan and to pay excise tax, $17 million in payments for employee taxes on net settlement of equity awards and $10 million net obligations under factoring arrangements, partially offset by $7 million in proceeds from the exercise of stock options and $1 million increase in bank overdraft. The primary use of cash from financing activities during the six months ended June 30, 2025, was $200 million used to repurchase shares of our common stock pursuant to the Repurchase Plan, $55 million to repay debt, $24 million to repay finance lease obligations, $12 million net obligations under factoring arrangements and $7 million in payments for employee taxes on net settlement of equity awards, partially offset by $64 million increase in bank overdraft and $8 million of net borrowings under revolving credit facilities.
Previous report
As of June 30, 2026, the Company’s contractual obligations had not materially changed compared with December 31, 2025.
Reworded paragraphs (14)
Previous wording
GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry. We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics, and other supply chain services differentiated by our ability to deliver technology-enabled, customized solutions at scale. 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 across sectors with high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.
Current wording
GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our,” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry. We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics, and other supply chain services differentiated by our ability to deliver technology-enabled, customized solutions at scale. Our customers rely on us to move their goods efficiently 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 across sectors with high growth and/or durable demand, with significant growth potential as customers outsource logistics services.
Previous wording
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, 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. The fixed component is typically designed to cover warehouse, technology, and equipment costs, while the variable component is determined based on expected volumes and associated labor costs. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. 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 contract performance, plus a specified margin.
Current wording
Our business model is asset-light and historically resilient in cycles, with high returns, free cash flow, and visibility into revenue and earnings. Most of our customer contracts are long-term, and our warehouse lease arrangements generally align with their terms. 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. The fixed component typically covers warehouse, technology, and equipment costs, while the variable component is based on expected volumes and associated labor costs. Under fixed-price contracts, the Company agrees to perform the specified work for a predetermined price. 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 pay allowable costs incurred during contract performance, plus a specified margin.
Previous wording
Three Months Ended June 30, 2026 compared with the Three Months Ended June 30, 2025
Current wording
Revenue for the three months ended September 30, 2026 increased $195 million, or 5.7%, compared with the three months ended September 30, 2025. Revenue for the nine months ended September 30, 2026 increased $658 million, or 6.8%, compared with the nine months ended September 30, 2025. For the three and nine months ended September 30, 2026, changes in foreign currency exchange rates had an unfavorable impact of $22 million and a favorable impact of $205 million, respectively, on revenue.
Previous wording
Selling, general and administrative expense for the three months ended June 30, 2026, increased by $23 million, to $295 million compared with $272 million for the same period in 2025. The increase reflects growth in our business.
Current wording
Selling, General and Administrative (SG&A) Expense
Previous wording
Regulatory matter for the six months ended June 30, 2025 was $65 million and related to the deductibility of value-added tax payments we made to certain third-party service providers, which was settled in 2025.
Current wording
Regulatory matter expense for the nine months ended September 30, 2025 was $65 million and related to the deductibility of value-added tax payments made to certain third-party service providers. The matter was settled in 2025.
Previous wording
Net loss on divestiture of business for the six months ended June 30, 2026, was $23 million and related to a further reduction of the estimated fair value of certain grocery contracts. See Note 10. “Divestiture,” to the Condensed Consolidated Financial Statements.
Current wording
Net loss on divestiture of business was $1 million and $24 million for the three and nine months ended September 30, 2026, respectively. These losses relate to impairments resulting from reductions in the estimated fair value of the business associated with the Wincanton Divestment. For additional information, see Note 9. “Divestiture,” to the Unaudited Condensed Consolidated Financial Statements.
Previous wording
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 facility 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 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.
Current wording
Our primary sources of liquidity are cash generated from operations, cash and cash equivalents on hand, borrowing capacity under our revolving credit facility and our factoring programs. Our principal uses of cash include funding operations and working capital, capital expenditures, repayment of borrowings, strategic business development transactions and repurchases of our common stock. The timing and magnitude of new contract start-ups may positively or negatively affect our cash flows and working capital requirements.
Previous wording
As of June 30, 2026, we held cash and cash equivalents of $769 million and restricted cash of $4 million, and we had $793 million of borrowing capacity, net of letters of credit under our revolving credit facility. Upon maturity in July 2026, we repaid $400 million of unsecured notes using cash on hand.
Current wording
As of September 30, 2026, we had $340 million of cash and cash equivalents and $793 million of borrowing capacity, net of letters of credit, under our revolving credit facility, providing approximately $1.1 billion of available liquidity. We also had $3 million of restricted cash. Total consolidated indebtedness was $2.8 billion as of September 30, 2026.
Previous wording
In 2025, our board of directors authorized and announced a repurchase plan for 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. We expect to fund any remaining repurchases with existing cash on hand, borrowings under our revolving credit facility, and/or other financing sources. In the second quarter of 2026, we repurchased $16 million of shares. As of June 30, 2026, $284 million remained authorized under the Repurchase Plan. During July 2026, we repurchased an additional $5 million of shares.
Current wording
In 2025, our board of directors authorized the repurchase of up to $500 million of our common stock (the “Repurchase Plan”). For the nine months ended September 30, 2026, we repurchased approximately 2.1 million shares for an aggregate purchase price of $101 million, including $100 million of share repurchases and $1 million of excise tax. As of September 30, 2026, $200 million remained authorized under the Repurchase Plan. The timing and amount of any future repurchases will be determined by management based on market conditions, liquidity needs and other relevant considerations. The Repurchase Plan does not obligate us to repurchase any specific number of shares and may be suspended or discontinued at any time.
Previous wording
For additional information regarding our cash requirements from lease obligations, indebtedness, and contractual obligations, see Note 4. “Leases,” Note 7. “Debt and Financing Arrangements,” and Note 14. “Commitments and Contingencies” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Current wording
For additional information regarding our cash requirements from lease obligations, indebtedness and other contractual obligations, see Note 4. “Leases,” Note 7. “Debt and Financing Arrangements,” and Note 13. “Commitments and Contingencies,” to the Unaudited Condensed Consolidated Financial Statements.
Previous wording
The following table summarizes our asset and liability balances:
Current wording
The following table summarizes our consolidated cash flows for the periods presented:
Previous wording
The following information is provided to comply with Rule 13-01 of Regulation S-X under the Exchange Act of 1934 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.
Current wording
The following information is provided to comply with Rule 13-01 of Regulation S-X under the Exchange Act 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.
Previous wording
The following tables set forth the summarized financial information for the six months ended June 30, 2026, and as of June 30, 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”).
Current wording
The following tables set forth the summarized financial information for the nine months ended September 30, 2026, and as of September 30, 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.
Previous wording
Information related to new accounting standards is included in Note 1. “Basis of Presentation and Significant Accounting Policies and Estimates” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Current wording
Information related to new accounting standards is included in Note 1. “Basis of Presentation” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net loss on divestiture of business