Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
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,” “seek to refinance” 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 XPO in light of its experience and its perception of historical trends, current conditions and expected future developments,
as well as other factors XPO 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, achievements
or ability to raise debt to be materially different from any future results, levels of activity, performance, achievements or
ability to raise debt expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material
difference include the risks discussed in XPO’s filings with the SEC, and the following: economic conditions generally; the
severity, magnitude, duration and aftereffects of the COVID-19 pandemic, including supply chain disruptions due to plant and port
shutdowns and transportation delays, the global shortage of certain components such as semiconductor chips, strains on production or
extraction of raw materials, cost inflation and labor and equipment shortages, which may lower levels of service, including the
timeliness, productivity and quality of service, and government responses to these factors; XPO’s ability to align its
investments in capital assets, including equipment, service centers, and warehouses and other network facilities, to its
customers’ demands; XPO’s ability to implement its cost and revenue initiatives; the effectiveness of XPO’s action
plan, and other management actions, to improve XPO’s North American LTL business; XPO’s ability to benefit from a sale
or other divestiture of one or more business units; XPO’s ability to successfully integrate and realize anticipated synergies,
cost savings and profit improvement opportunities with respect to acquired companies; goodwill impairment, including in connection
with a business unit sale or other divestiture; matters related to XPO’s intellectual property rights; fluctuations in
currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks, wars or similar incidents,
including the conflict between Russia and Ukraine and increased tensions between Taiwan and China; the expected benefits of the
spin-off of RXO, Inc.; the impact of the prior spin-offs of GXO Logistics, Inc. and RXO, Inc. on the size and business diversity of
the Company; the ability of the spin-off of a business unit to qualify for tax-free treatment for U.S. federal income tax purposes;
XPO’s ability to develop and implement suitable information technology systems and prevent failures in or breaches of such
systems; XPO’s indebtedness; XPO’s ability to raise debt and equity capital; fluctuations in fixed and floating interest
rates; XPO’s ability to maintain positive relationships with its network of third-party transportation providers; XPO’s
ability to attract and retain qualified drivers; labor matters; litigation; risks associated with XPO’s self-insured claims;
risks associated with defined benefit plans for XPO’s current and former employees; the impact of potential sales of common
stock by XPO’s chairman; governmental regulation, including trade compliance laws, as well as changes in international trade
policies, sanctions and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European
Union; competition and pricing pressures; the risk that the Term Loan Refinancing and opportunistic refinancing of secured and
unsecured debt may not be completed in a timely manner or at all, which may adversely affect the price of XPO’s securities;
the risk that XPO will be unable to satisfy the conditions to the closing of the Term Loan Refinancing and opportunistic refinancing
of secured and unsecured debt in the future; the risk that Term Loan Refinancing and opportunistic refinancing of secured and
unsecured debt will not be available on favorable terms or at all; and the risk that XPO will be unable to pay down the balance of
its senior secured term loan facility as intended.
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 the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects
on the Company or its business or operations. Forward-looking statements set forth in this Current Report on Form 8-K speak only as of
the date hereof, and the Company does 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.