Current Report Filing (8-k)
August 24 2021 - 4:32PM
Edgar (US Regulatory)
0001166003
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2021-08-24
2021-08-24
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xbrli:shares
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xbrli:shares
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 24, 2021
XPO LOGISTICS,
INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-32172
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03-0450326
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Five American Lane,
Greenwich, Connecticut 06831
(Address of principal executive offices)
(855) 976-6951
(Registrant’s telephone number, including area code)
N/A
(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 (see
General Instruction A.2 below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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XPO
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New York Stock Exchange
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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).
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Emerging growth company ¨
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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. ¨
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Item 7.01.
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Regulation FD Disclosure.
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On August 2, 2021, XPO
Logistics, Inc. (“XPO” or the “Company”) completed the previously announced spin-off of its Logistics
segment as GXO Logistics, Inc.
("GXO") to XPO shareholders. On August 3, 2021, XPO filed a Current Report on Form 8-K, which included
unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2021 and for each of
the years ended December 31, 2020, 2019 and 2018 to illustrate the estimated effects of the spin-off.
XPO has furnished additional unaudited pro
forma condensed consolidated and adjusted financial data to assist investors in assessing XPO's historical performance on a basis
that excludes the results of operations of GXO. The data for the three-month periods ended March 31, 2019, 2020 and 2021; the
three-month periods ended June 30, 2019, 2020 and 2021; the three-month periods ended September 30, 2019 and 2020; the three-month
periods ended December 31, 2019 and 2020; the six-month period ended June 30, 2021; and each of the years ended December 31, 2019
and 2020 are attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of
this Current Report on Form 8-K (including Exhibit 99.1) is being furnished to the U.S. Securities and Exchange Commission
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into
any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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Date: August 24, 2021
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XPO LOGISTICS, INC.
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By:
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/s/ Ravi Tulsyan
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Ravi Tulsyan
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Deputy Chief Financial Officer and Treasurer
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