XPO LOGISTICS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2021, XPO Logistics, Inc. (“XPO” or the “company”) issued a press
release announcing, among other things, that Gena Ashe, Marlene Colucci and Oren
Shaffer plan to resign as members of the board of directors of XPO in connection
with, conditioned upon, and effective as of, the closing of the company’s
previously announced proposed spin-off (the “Spin-Off”) of GXO Logistics, Inc.
(“GXO”). As mutually agreed upon by the parties involved, Ms. Ashe, Ms. Colucci and Mr. Shaffer are expected to be appointed to the board of directors of GXO,
conditioned upon, and effective as of, the closing of the Spin-Off.

Item 7.01. Regulation FD Disclosure.

GXO held its investor day on July 13, 2021. A copy of the presentation slide
deck is furnished hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, 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 (the
“Securities Act”) or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

Item 8.01. Other Events.

On July 12, 2021, the board of directors of XPO established the close of
business on July 23, 2021 (the “record date”) as the record date for the
Spin-Off. If the Spin-Off occurs, the company will distribute one share of
common stock of GXO for every one share of common stock of XPO held by the
company’s stockholders of record as of the record date. The distribution of
shares of GXO common stock is expected to occur at 12:01 a.m. Eastern Time on
August 2, 2021, and is subject to the satisfaction or waiver of certain
conditions (as more fully described in the preliminary information statement
included in GXO’s Registration Statement on Form 10 filed with the U.S.
Securities and Exchange Commission).

The press release announcing certain details of the Spin-Off is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
   99.1         GXO Investor Presentation, dated July 13, 2021
   99.2         Press Release, dated July 13, 2021
   104.1      Cover Page Interactive Data File (embedded within the Inline XBRL document)




Forward-looking Statements

This Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act. All statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements, including the statements above
regarding plans, benefits and timing of the contemplated spin-off transaction.
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 the risks discussed in our filings with the SEC and the
following: economic conditions generally; the severity, magnitude, duration and
aftereffects of the COVID-19 pandemic and government responses to the COVID-19
pandemic; our ability to align our investments in capital assets, including
equipment, service centers and warehouses, to our customers’ demands; our
ability to implement our cost and revenue initiatives; our ability to
successfully integrate and realize anticipated synergies, cost savings and
profit improvement opportunities with respect to acquired companies; matters
related to our intellectual property rights; fluctuations in currency exchange
rates; fuel price and fuel surcharge changes; natural disasters, terrorist
attacks or similar incidents; risks and uncertainties regarding the potential
timing and expected benefits of the proposed spin-off of our logistics segment,
including final approval for the proposed spin-off and the risk that the
spin-off may not be completed on the terms or timeline currently contemplated,
if at all; the impact of the proposed spin-off on the size and business
diversity of our company; the ability of the proposed spin-off to qualify for
tax-free treatment for U.S. federal income tax purposes; our ability to develop
and implement suitable information technology systems and prevent failures in or
breaches of such systems; our substantial indebtedness; our ability to raise
debt and equity capital; fluctuations in fixed and floating interest rates; our
ability to maintain positive relationships with our network of third-party
transportation providers; our ability to attract and retain qualified drivers;
labor matters, including our ability to manage our subcontractors, and risks
associated with labor disputes at our customers and efforts by labor
organizations to organize our employees; litigation, including litigation
related to alleged misclassification of independent contractors and securities
class actions; risks associated with our self-insured claims; risks associated
with defined benefit plans for our current and former employees; and
governmental regulation, including 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; and competition and
pricing pressures.

All forward-looking statements set forth in this Current Report on Form 8-K 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 Current Report on Form 8-K 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.

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