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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): July 12, 2021

 

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-32172		03-0450326
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

 

(855) 976-6951
(Registrant’s telephone number, including area code)

 

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:

 

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		XPO		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ¨

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. ¨

 

 

 

 

 

  

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.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  July 13, 2021	XPO LOGISTICS, INC.
	By:	/s/ Karlis P. Kirsis
		Karlis P. Kirsis
		Corporate Secretary

 

 

 

Exhibit 99.1

 

GAME-CHANGING OPPORTUNITIES Investor Day | July 13, 2021

 

Disclaimer Additional Information References herein to “GXO” refer to GXO Logistics, Inc., a wholly owned subsidiary of XPO Logistics, Inc. (“XPO”). For additional information with respect to GXO and the proposed spin-off, please refer to the Form 10 Registration Statement, as it may be further amended, as filed by GXO with the U.S. Securities and Exchange Commission (the “Form 10”). The spin-off is subject to various conditions, and there can be no assurance that the spin-off will occur or, if it does occur, of its terms or timing. The financial information included in this presentation may not necessarily reflect GXO’s financial position, results of operations and cash flows in the future or what GXO’s financial position, results of operations and cash flows would have been had GXO been an independent, publicly traded company during the periods presented. This presentation shall not constitute an offer of any securities for sale, nor shall there be any offer, sale or distribution of securities in any jurisdiction in which such offer, sale or distribution would be unlawful prior to appropriate registration or qualification under the securities law of such jurisdiction. Non-GAAP Financial Measures Some of the information included in this presentation is derived in part from XPO’s and GXO’s consolidated financial information but is not presented in XPO’s and GXO’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain of these data are considered “non-GAAP financial measures” under Securities and Exchange Commission (“SEC”) rules. As required by the SEC, reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP are provided and are set forth in the financial tables attached to the presentation. This presentation contains the following non-GAAP financial measures: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), pro forma adjusted EBITDA less net capex, adjusted earnings before interest, taxes and amortization (“EBITA”), adjusted earnings before interest, taxes, depreciation, amortization and rent expense (“adjusted EBITDAR”), return on invested capital (“ROIC”) and organic revenue. The above adjusted financial measures facilitate analysis of GXO’s business operations because they exclude items that may not be reflective of, or are unrelated to, GXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in GXO’s underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore GXO’s measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of GXO’s operating performance. Adjusted EBITDA, pro forma adjusted EBITDA less net capex and adjusted EBITA include adjustments for transaction and integration, as well as restructuring costs and other adjustments as set forth in the tables included in the accompanying presentation. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction costs, consulting fees, retention awards, and internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Restructuring costs primarily relate to severance costs associated with business optimization initiatives. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating GXO’s ongoing performance. Adjusted EBITDAR excludes rent expense from adjusted EBITDA and is useful to management and investors in evaluating GXO’s performance because adjusted EBITDAR considers the performance of GXO’s operations, excluding decisions made with respect to capital investment, financing and other non-recurring charges. Adjusted EBITDAR is also a measure commonly used by management, research analysts and investors to value companies in the logistics industry. Since adjusted EBITDAR excludes interest expense and rent expense, it allows management, research analysts and investors to compare the value of different companies without regard to differences in capital structures and leasing arrangements. We calculate Return on Invested Capital (ROIC) as net operating profit after tax divided by average invested capital. We believe ROIC provides investors with an important perspective on how effectively GXO deploys capital and use this metric internally as a high-level target to assess overall performance throughout the business cycle. We believe that presenting organic revenue improves the comparability of our operating results from period to period by excluding the impact of foreign currency exchange rate fluctuations. We believe comparability is improved because these items are not reflective of our normalized operating activities. With respect to GXO’s full year 2021 and full year 2022 financial targets for adjusted EBITDA, pro forma adjusted EBITDA less net capex, adjusted EBITDAR, ROIC and organic revenue a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that GXO excludes from these non-GAAP target measures. The variability of these items may have a significant impact on GXO’s future GAAP financial results and, as a result, GXO is unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation. Forward-looking Statements This presentation 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” 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 it 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 (including risks, uncertainties and assumptions) that might cause or contribute to a material difference include, but are not limited to: the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; public health crises (including COVID-19); economic conditions generally; competition and pricing pressures; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our ability to raise debt and equity capital; litigation; labor matters, including our ability to manage our temporary workers, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; risks associated with defined benefit plans for our current and former employees; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; issues related to our intellectual property rights; 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; natural disasters, terrorist attacks or similar incidents; political, economic, and regulatory risks relating to GXO’s global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; a material disruption of GXO’s operations; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; the impact of potential cyber-attacks and information technology or data security breaches; the inability to implement technology initiatives successfully; the expected benefits and timing of the separation, and uncertainties regarding the planned separation, including the risk that conditions to the separation will not be satisfied and that it will not be completed pursuant to the targeted timing, asset perimeters, and other anticipated terms, if at all, and that the separation will not produce the desired benefits; a determination by the IRS that the distribution or certain related transactions should be treated as taxable transactions; the possibility that any consents or approvals required in connection with the separation will not be received or obtained within the expected time frame, on the expected terms or at all; expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the separation will exceed our estimates; and the impact of the separation on our businesses, our operations, our relationships with customers, suppliers, employees and other business counterparties, and the risk that the businesses will not be separated successfully or that such separation may be more difficult, time-consuming or costly than expected, which could result in additional demands on our resources, systems, procedures and controls, disruption of our ongoing business, and diversion of management’s attention from other business concerns. There can be no assurance that the separation, distribution or any other transaction described above will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. All forward-looking statements set forth in this presentation 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 presentation 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. 2

 

INTRODUCTION INVESTMENT HIGHLIGHTS INDUSTRY OVERVIEW A WINNING CULTURE MARGIN-ENHANCING TECHNOLOGY FINANCIAL OVERVIEW

 

Introduction

 

B r ad Jaco b s Chairman M a l c o l m W i ls o n Chief Executive Officer B a ri s O ra n Chief Financial Officer M ar k M a nduc a Chief Investment Officer E dua r do P el leisso n e President – Americas and Asia Pacific R i ch ar d C aw st o n President – Europe B il l Fr a i ne Chief Commercial Officer N e i l S h e l t o n Chief Strategy Officer K ar li s K ir s i s Chief Legal Officer S an d eep S akh ar kar Chief Information Officer M eag an Fi t z s i m m ons Chief Compliance and ESG Officer M ar y clair e H a mmo n d Chief Human Resources Officer G a v i n W i l li a m s President – UK and Ireland Angus T w e e di e Senior Vice President, Strategy

 

10% 2021E – 2022E Revenue growth1 17% 2021E – 2022E Adjusted EBITDA growth1 $1.5 billion 2022E Adjusted EBITDAR1 28% Return on invested capital² INVESTMENT-GRADE CAPITAL STRUCTURE Represents midpoint of 2022E guidance See ROIC reconciliation in appendix for calculation

 

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Investment highlights

 

Key investment highlights Massive secular tailwinds Long-term relationships with blue-chip customers Critical scale in a growing market Revenue-and margin-enhancing technology Largest global pure-play contract logistics provider Attractive, resilient financial profile World-class team 9

 

E - CO M M E RCEWAREHOUSE AUTOMATIONOUTSOURCING E-commerce penetration1 Warehouse automation penetration2 % of logistics that is outsourced3 E-commerce opportunity 80% Global e-commerce 20% Automation opportunity 95% Automated warehouses 5% Currently insourced 70% $300 billion Outsourced 30% $130 billion Megatrends at early stage w ith significant runw ay ahead Sources: L.E.K. Consulting, other third-party research Represents global e-commerce market Represents approximate penetration in U.S. and Europe Represents North America and Europe 10

 

GXO’S VERTICAL MIX KEY HIGHLIGHTS % of 2020 revenue Other 24% E-commerce, omnichannel and technology 50% 11% 2021E – 2025E e-commerce industry CAGR1 Consumer packaged goods 13% Food and beverage 13% 76% GXO revenue coming from non-cyclical consumer end markets Source: Third-party industry research 1 CAGR for North America and Europe combined 11

 

END MARKETSKEY CUSTOMERS E-commerce, omnichannel and technology Food and beverage Consumer packaged goods MULTI-YEAR CONTRACTS WITH 93% AVERAGE HISTORICAL REVENUE RETENTION RATE AVERAGE TENURE OF TOP 20 CUSTOMERS IS 15 YEARS NO ONE CUSTOMER ACCOUNTS FOR MORE THAN 4% OF TOTAL REVENUE1 1 Based on 2020 revenue

 

885 locations, primarily in North America and Europe

 

KE Y M E T RI CS 1 2022E R EVEN U E VS. PU R E - P L AY PEER S 4 Countries of operation 27 Locations 885 Team members2 ~93,000 Total addressable opportunity3 ~$430 billion Total warehouse space ~210 million sq. ft. Total customers >1,000 GXOPeer APeer BPeer C Approximately 4x – 8x the size of nearest pure-play competitors Note: Financials converted to USD using exchange rate as of July 2, 2021 As of March 31, 2021 ~66,000 employees and ~27,000 temporary workers Third-party industry research; total estimated logistics industry size in North America and Europe; ~$130 billion opportunity currently outsourced Peers include Clipper Logistics, ID Logistics, and Wincanton; figures reflect 2022E IBES consensus estimates as of July 2, 2021 14

 

ROBOTICSGOODS-TO-PERSON SYSTEMS ADVANCED SORTATION SYSTEMS VISION TECHNOLOGY Driving improved productivity, revenue and margin growth Up to 6x labor productivity improvement with automation Faster, more consistent outcomes for customers

 

G Sophisticated, technology-driven solutions

 

O U R S TR E N G TH S P O S I TI O N U S TO W I NKE Y S E L E CTI O N CRI TE RI A 1 Initial RFP 3-5 bidders 2 Initial Down Select 2-3 bidders 3 Finalists 1-2 bidders 4 Winner Higher-value-add services (e.g., reverse logistics) Scale and ability to service customers globally Robotics and advanced automation Investment-grade balance sheet

 

Customer typically covers most upfront costs Variable rate; based on output Leases are generally co-terminus with contracts Protections against labor cost inflation Long durations create durable partnerships

 

Open book Higher ROIC Spectrum of typical contracts Closed book Higher margin HYBRID CONTRACTS INCLUDE ELEMENTS OF BOTH OPEN AND CLOSED BOOK STRUCTURES BASED ON: RegionVerticalServices

 

~3 yrs. Target payback period Day 1 Target contract profitability 28% 2021E GXO ROIC1 Long-duration contracts create visibility into future revenue 1 See ROIC reconciliation in appendix for calculation

 

5GXO has shown resilience through all cycles $ in billions Grew through COVID 6.16.16.2 M &A M I L EST O N ES 2008: Acquisition of Salvesen Logistics Stable through Great Financial Crisis1 2.4 2.32.2 2.8 3.2 3.6 4.0 4.8 5.2 2011: Acquisition of TDG (Laxey Logistics) 2015: Full-year impact of New Breed Logistics, Jacobson, and Norbert Dentressangle acquisitions 2016: Full-year impact of Menlo Logistics acquisition 0.4 0.60.80.8 1.0 1.2 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Nearly tw o decades of double-digit revenue CAGR Sources: Management’s pro forma financials: 2016-2017 revenue as reported for XPO’s logistics segment; 2018-2020 as presented in GXO’s audited combined financial statements 1 EUR/USD annual depreciation of ~5%

 

5Best-in-class growth profile on track to deliver strong earnings in 2022E 2021E – 2 0 2 2 E O RG ANI C RE V E NUE G RO W TH¹ P RO FO RMA ADJ US TE D E BI TDA1 $ in millions +3 – 4% +8 – 12% 700 - 735 +5 – 8% 457 Business wins²Growth in existing facilities 2022E organic growth 2020⁴2022E Grow th propelled by a combination of new business w ins and margin expansion ¹ Represents 2022E guidance ² Net of attrition ³ Calculated using the midpoint of 2022E guidance 4 Calculated using the midpoint of pro forma adjusted EBITDA guidance 22 comparable to 2021 outlook (see reconciliations of GXO pro forma adjusted EBITDA in appendix)

 

Industry overview

 

~$430 billion Total addressable opportunity1 ~$130 billion Current addressable opportunity2 <25% Market share of top five players3 ~2x Growth advantage for top players Source: third-party industry research Represents total addressable logistics market in North America and Europe, includes $300 billion of currently insourced logistics in North America and Europe Represents currently outsourced addressable market Represents each of North American and European markets

 

KEY REGIONS% OF 2020 REVENUEGXO’S COUNTRY POSITION United States United Kingdom France The Netherlands Spain 10% 8% 7% 36% #2 #2 25% #4 #2 #2 GXO is a top logistics provider in all of its key geographies

 

TOP VERTICALS% OF 2020 REVENUE STRONG VALUE PROPOSITION E-commerce, omnichannel and technology 50% Comprehensive B2C services, including sophisticated supply chain management facilitated by advanced automation and data science High-value-add services include order personalization, reverse logistics, peak labor management, complex inventory management and forecasting Characterized by dual channels: retail and direct-to-consumer fulfillment Consumer tech logistics for manufacturers and telecom providers includes high-volume returns management, repair and refurbishment of consumer electronics Food and beverage 13% Frozen, refrigerated and dry storage, with stringent regulatory compliance and code tracking Fulfillment for retail, hospitality and direct-to-consumer supply chains Recalls management Consumer packaged goods 13% Replicable solutions for consistent results across national and multinational consumer markets Consumer purchase behavior driving demand for e-commerce and omnichannel fulfillment

 

CO NTRACT LO G I S TI CS I NDUS TRY G RO W TH 1 $ in billions P RI MAR Y G RO W TH DRI V E RS FO R TO P P LAY E R S 153 >10% 130 111 ~4.0% growth GXO’s favorable geographic and vertical mix coupled w ith technology leadership are driving even greater levels of grow th Sources: Management estimates and third-party research Assumes EUR to USD exchange rate of 1.1 Represents 2022E guidance27

 

NO RTH AME RI C AN E - CO MME RCE I NDUS TRY G RO W TH $ in billions G X O ’ S G E O GR AP H I C M I X 2020 revenue mix E URO P E AN E - CO MME RCE I NDUS TRY G RO W TH $ in billions Other 2% 1,290 809 829 North America 36% 550 Europe 62% 2021E2025E 2021E2025E

 

E - CO MME RCE DRI V E S HI G HE R W ARE HO US E DE MAN D 3x – 10x G X O RE V E RS E LO G I S TI CS RE V E NUE TRE ND $ in millions Revenue uplift when a customer switches to e-commerce 522 2x – 5x Revenue uplift from reverse logistics vs. outbound parcel 389 20182020 GXO plays a pivotal role in the circular economy

 

CUSTOMER NEEDS BECOMING MORE COMPLEX1 43% Expected annual growth in same-day deliveries OUTSOURCED SHARE OF SUPPLY CHAIN ACTIVITY 90%90% 1 in 3 E-commerce products are returned 60% 30% 60% Retail apparel purchases are omnichannel or online Full truckloadCourier, express and parcel services Ocean and air freight Contract logistics GXO is w ell-positioned to capitalize on shift to outsourcing Source: Third-party industry research 1 North American market data

 

A winning culture

 

We solve complex supply chain problems 32

 

Global scale Deep expertise Trusted partner Customers choose GXO for its unrivaled capabilities 1 Includes only publicly listed peers 33

 

Pure-play peers1 ~16,000 Number of team members ~93,000 Number of team members2 ~29 million Warehouse space, sq. ft. ~210 million Warehouse space, sq. ft.3 Source: Public filings Figures represent median of selected peers (CLG, WIN, IDL) as of latest filings As of March 31, 2021; ~66,000 employees and ~27,000 temporary workers As of March 31, 2021 34

 

CUSTOMER PROBLEMGXO SOLUTION “We need a comprehensive ommerce supply chain solution” Full-service offerings for entire e-commerce supply chain “We need a single provider to manage our multinational supply chain” Unified offering across global footprint “Our warehouse rents are too high” Strong real estate negotiating power as a top five global industrial tenant GXO’s ability to replicate outcomes across markets is a key differentiator

 

The Disney MagicBand is an all-in-one, personalized wristband technology that gives a guest access to the Park, unlocks the Disney hotel room and is used to buy food and merchandise CUSTOMER NEED In 2013, Disney sought a partner to collaborate in creating a supply chain for the new MagicBand product Disney required a customized logistics process for engraving and fulfilment that would ensure accuracy and delight their guests GXO SOLUTION GXO developed a custom software-hardware solution, working with Disney, the MagicBand manufacturer and laser manufacturer GXO had previously invested in RFID, the technology used to read the MagicBand GXO’s packaging engineers helped create a solution that satisfies production and shipping objectives, while providing guests with an attractive keepsake at the lowest possible cost KEY RESULTS Rigorous controls built into GXO’s solution ensure that the right name is engraved on each band prior to shipping Engineered packaging enhances the out-of-box experience for recipients in keeping with the Disney brand, without adding unnecessary cost SUPERIOR VALUE GXO has helped transform how guests enjoy Disney Parks and resorts through a personalized experience Personalized fulfillment: 8 years

 

CUSTOMER PROBLEMGXO SOLUTION “1 in 3 pairs of shoes we sell are being returned and it’s causing significant disruption” Reverse logistics “We’re sending customers the wrong products at a high rate” Advanced automation and robotics “Labor availability has become less predictable during Covid” GXO Smart™ labor management tools Digital capabilities create value for the company and its customers

 

CUSTOMER NEED Nike is one of the world’s most recognizable brands for athletic footwear, apparel, equipment and accessories In 2017, Nike sought a logistics partner to manage product returns An increase in returns was adversely impacting Nike’s bottom line GXO SOLUTION GXO facilitated the set-up of over 1 million sq. ft. of reverse logistics space and accelerated the processing of inbound returns Deployed advanced planning to predict and prioritize high-value products in the reverse logistics process, reducing unnecessary inspections and the remerchandising of low-value products KEY RESULTS Increased margin through improved velocity, advanced planning and analytics at a state-of-the-art facility, with engaged employees Eliminated backlog of more than 1,000 trailers, with remaining trailers processing packages within 48 hours Continue to provide support for 4,000,000 SKUs Tenure Reverse logistics: 4 years SUPERIOR VALUE GXO dramatically reduced overall cycle time for Nike returns by integrating cutting-edge technology and reverse practices to achieve hyper-fast velocity

 

[LOGO]

 

CUSTOMER PROBLEMGXO SOLUTION “We need a trusted 3PL partner without channel conflict” Largest global pure-play contract logistics provider “We’re selling a high-profile new product and need to ensure a smooth rollout” Long-tenured track record of superior execution “We need to reduce the carbon footprint in our supply chain” Expertise building environmentally friendly warehouses Customers trust GXO w ith their most important asset – their reputation

 

Focus on continuous improvement (“CI”) drives best-in-class solutions and outcomes Identifies best CI tools available and shares universal best practices across footprint Identifies best vertical-specific practices, clearly differentiating GXO to customers and market Annual efficiency gains of 1% to 2% of sales, realized through CI initiatives CONTINUOUS IMPROVEMENT LEVERSCONTINUOUS IMPROVEMENT EFFICIENCY GAINS AS % OF REVENUE Management performance Logistics processesBusiness retention Customer A Levers: SMART (productivity) IN SITE (daily P&L) SID (CI plans data base) ABC (slotting optimization) Levers: Playbook per vertical Maturity assessment (360° audit) Productivity benchmarks TIME PRO (video tool) Levers: IN SITE (tariff profitability analysis) Dedicated CI programs Renewal support Customer B Customer C Customer D 0.0%1.0%2.0%

 

National distribution solution that gives customers fluid fulfillment with more flexibility than traditional distribution models, and at lower cost ADV ANT AG E S FO R CUS TO ME RSADV ANT AG E S FO R G X O Maintain independent brand identity and value chain Access to logistics scale, expertise and technology without adding high-fixed-cost distribution centers Predictive analytics help plan inventory flows Reposition inventory within one and two-day ground delivery range of ~99% of the US population – increasing customer revenue growth by ~20% on average Service agility enhances brands Unrivaled speed to market Differentiates GXO from other logistics providers Shared warehouse model increases utilization of existing warehouses and other resources – Over 1.7 million square feet of warehouse space converted into GXO Direct across 20 locations Enables commercial relationships with emerging super-growth firms that are too small to support a dedicated logistics facility G X O DI RE CT I NTE G RATE S THI RD P ARTY E - CO MME RCE P LATFO RMS AND O MNI CHAN NE L RE TAI LE RS >$100 million of 2021E GXO Direct revenue, w ith 30% YoY grow th in 2021E

 

30% Greenhouse gas emission reduction by 2030 vs. 2019 100% Carbon neutral by 2040 50% Renewable global electricity by 2030 80% Global operations using LED lighting by 2025 80% Global landfill conversion rate by 2025 GXO is focused on attaining its ow n ESG targets and helping customers attain their targets Note: All ESG targets are subject to approval by the board of directors to be appointed at time of spin-off

 

CUSTOMER NEED Kering sought an experienced contract logistics provider to help ship its luxury goods under various brands on a global scale The solution must include value-added services, including drop shipments and reverse logistics GXO SOLUTION GXO’s comprehensive solution includes multi-shuttle technology, line-hanging solutions, conveyors, mobile racking and shelving, and packing stations supported by automation GXO began operating the first warehouse in 2020 and the second in 2021; the operations are designed to reduce environmental impact and are certified to ensure sustainability KEY RESULTS GXO’s sophisticated logistics solution has led to extremely short lead times for B2B fulfillment, comparable to the speed of e-commerce operations Shipments are customized based on final destination, close to the time of distribution SUPERIOR VALUE A new, GXO-managed logistics complex of 150,000 sq. m. (~1,615,000 sq. ft.) is in the start-up phase in Trecate, Italy The Trecate plant will have one of Europe’s largest rooftop solar systems, saving an estimated 7,500 tons CO2 a year The site will also be the first industrial complex in Italy to produce more energy than it consumes Tenure 20 years Kering is a global luxury group with an ensemble of renowned labels in fashion, leather goods, jewelry and watches

 

Favorable mix of employees and agency labor Best-in-class safety record Diversity, inclusion and belonging steering committee High level of employee engagement Ongoing employee education to raise awareness about inclusion Numerous community outreach programs 78% of 2020 US hires w ere diverse1 1 Defined as a person of color, military veteran, LGBTQ+, or a person with a disability

 

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PIPELINE NEAR ALL-TIME HIGHS1 DRIVING SUBSTANTIAL NEW BUSINESS $ in billions 1.81.8 2.0 Annualized revenue from new business won $ in billions 0.6 0.8 201920202021 YTD 20192020 OUTSIZED EXPOSURE TO FAST GROWING E-COMMERCE VERTICAL1 % of current pipeline 34% Other 66% E-commerce, omnichannel retail and technology 1 Represents total pipeline as of June 2021 47

 

Margin-enhancing technology

 

Warehouse of the past Warehouse of the future Labor intensive Advanced automation Lack of spe Poor service and accuracy Reduced productivity ed Intelligent robotics Artificial intelligence and machine learning Improved efficiency Reduced footprint Lack of visibility and interconnectivity Cloud-based systems Logistics is 3% of customer ’s overall cost base and has a massive impact on consumer experience

 

Revenue Growth Margin Expansion Scale and Retention Automated customer solutions have higher revenue growth than GXO’s average Automation drives improved productivity and higher margins Automated customers are bigger and stay with GXO longer Pipeline and Implementation Efficiency and Sustainability Customer Service Higher win percentage of automated vs. non-automated opportunities Enhanced safety, visibility, management of resources, and ESG credentials Greater speed, accuracy and predictability; lower cost

 

Provides superior visibility and control Increases fulfillment speed and accuracy Eliminates data silos ROBOTICS AUTOMATED GUIDED VEHICLES Overcomes space and labor constraints Mitigates safety risks ADVANCED SORTATION SYSTEMS VISION TECHNOLOGY 3,100+ robots and automation systems in place by YE 2021

 

ManualAutomated 210 Cases / hour picking rate Robotic arm +4x 800 Cases / hour picking rate 17 Pallets / hour de-stacking rate Robotic destacker +6x 100 Pallets / hour de-stacking rate 210 Cases per hour rate Automated gantry +16x 3,400 Cases per hour rate Note: Data represents recent GXO deployments

 

GREATER AUTOMATION EXPOSURE FASTER REVENUE GROWTH HIGHER AUTOMATED MARGINS Automation revenue as a % of total revenue % revenue growth from customers using automation EBITA margins for customers using automation ~ 30% ~5 % IndustryGXO Non-automatedAutomated Traditional warehousingAutomated solutions Source: Third-party data, management data Note: Data represents GXO European operations

 

Enables sophisticated integration of advanced automation Facilitates collaboration with world-class manufacturers to engineer customized solutions Provides in-house control of intelligent solutions, including robotics and goods-to-person systems Speeds startup of customer projects Supports management decision-making with data-driven insights GXO SmartTM WMx OMx Labor management Warehouse management Order management CMx Connection management WCx Warehouse controls BAx Business analytics

 

Proprietary suite of intelligent productivity tools that optimize labor cost Machine learning drives productivity and operational effectiveness Optimizes labor force through peaks and troughs Site-specific modeling helps managers optimize decision-making Delivering tangible EBITDA improvement in 2021 SmartTM currently deployed in ~60% of GXO sites HR data Transactional data Time and attendance + Analytics Managing Modeling Planning Cloud applications Mobile devices and handhelds Productivity “You have done an outstanding job…our productivity is through the roof.” – Large European omnichannel retailer

 

[LOGO]

 

“I'd like to offer a huge thank you to the many people at Nestlé and [GXO] who have worked so hard to bring our CUSTOMER NEED Nestlé is the world’s largest food and beverage company Nestlé sought to build a state-of-the-art digital warehouse and innovation center in the UK for global product distribution vision to life in this magnificent facility. Our digital distribution warehouse is an important step forward for our business and our customers.” Andrew Shaw Supply Chain Director, Nestlé UK and Ireland GXO SOLUTION KEY RESULTS GXO helped design and develop a ~638,000 sq. ft. facility that launched in 2020 with the ability to dispatch 1 million pallets per year – the highest throughput of any site in Nestlé’s global logistics network The state-of-the-art digital warehouse of the future gives consumers faster, more efficient access to the iconic brands of the global food and beverage leader GXO and Nestlé are continuously improving responsiveness to channel customers by innovating fulfillment Tenure CPG logistics: 21 years Warehouse of the future: 1 year SUPERIOR VALUE GXO strengthened its relationship with this world-class company through an innovative collaboration, and Nestlé continues to trust GXO with critical logistics needs

 

[LOGO]

 

Financial overview

 

Key eventsTiming Note: There can be no assurance that the spin-off will occur or, if it does occur, of its terms or timing

 

Best-in-class top-line growth 8% to 12% 2022E YoY revenue growth, underpinned by $2 billion pipeline Attractive returns profile 28% 2021E ROIC1 Robust free cash flow generation Maintenance capex of ~1% of revenue Strong balance sheet Investment-grade capital structure Note: Figures represent 2022E guidance unless stated otherwise 1 See ROIC reconciliation in appendix for calculation

 

Organic growth Prioritizing above-market growth Productivity and technology Ongoing investment in productivity and automation Balancing acquisitions and capital return Disciplined approach to acquisitions Return of capital to shareholders Near-term investment-grade profile Committed to remaining investment-grade

 

2021E ROIC BRIDGE 33%5% ROIC target: 28%+ Maintain investment-grade rating 28% Target project payback period: ~3 years Aligned to ESG goals Project ROICCentral costs and investment GXO ROIC ~68% of GXO’s 2021E capex relates to growth projects

 

+5 – 8% +3 – 4% +8 – 12% COMMENTARY Organic revenue growth of 8% – 12% for FY 2022E, above pro forma 2021E Growth of 5% – 8% from business wins Record sales pipeline of ~$2 billion and growing High-quality opportunities converted to GXO wins Growth of 3% – 4% in revenue from existing customers Long-cycle contracts Increase in volume and prices Business wins¹Growth in existing facilities 2022E organic growth 1 Net of attrition

 

ME G A TRE N DS DRI V I NG TO P LI NE G RO W THG X O ’ S TAI LW I NDS DRI V E A BO V E - M A R KE T G RO W TH E-commerce adoption is accelerating coming out of COVID ~11% e-commerce CAGR over next 5 years Customers are demanding increased automation capabilities GXO is a leader in automation, where there is only currently ~5% penetration Increased complexity of supply chains will drive further trend towards outsourcing Only 30% of contract logistics is currently outsourced 2019–2023 industry CAGR ~4.0% >10% Market growth Growth in e-commerce Demand for automation Regional outsourcing growth Adjusted GXO growth rate 1 Secular megatrends w ill contribute to expected double-digit revenue grow th Sources: Management estimates and third-party research

 

2021E – 2022E adjusted EBITDA bridge $ in millions 600 – 630 40 – 45 26 – 32 30 – 35 700 – 735 2021E adjusted EBITDABusiness wins¹Growth in existing facilitiesOperating efficiencies2022E adjusted EBITDA Revenue growthMargin improvement Note: 2021E adjusted EBITDA is shown on a pro forma basis 1 Net of attrition

 

MARG I N E X P A NS I O N LE V E RS Drive further implementation of GXO SmartTM and other proprietary software tools GXO SmartTM implemented in ~60% of sites Grow base of multinational, high-margin contracts Expand high-value-added services (e.g. reverse logistics) Reverse logistics only being used by ~30% of customers Mobilize strategic account management teams solely focused on landing the largest, most profitable accounts E - CO MME RCE DRI V E S MARG I N E X P ANS I O N 2020 adjusted EBITDA margin % before overhead allocation +290 bps 11.0% 8.1% Customers without reverse logistics Customers with reverse logistics Clearly defined initiatives underw ay for long-term margin expansion

 

EXPEC T ED C API TAL ST R U C T U R E AT SPI N -O FF C O MME N TARY Cash $100 million Debt $800 million Average cost of debt 2.15% Net debt1 / 2021E pro forma adjusted EBITDA2 1.1x No maturities due before 2026 Expect minimum total liquidity of $900 million Minimum cash balance of $100 million Five-year revolving credit facility with $800 million capacity Capabilities to invest in growth; investment-grade balance sheet Maintain leverage in target range of 1.0x – 1.5x Fully funded pension position; no cash contribution required Dividend policy to be determined by Board Calculated as total debt of $800 million less cash and cash equivalents of $100 million Reflects 2021 guidance; leverage is not inclusive of finance leases Refer to the “Non-GAAP Financial Measures” section on page 2 of this document 68

 

Track record of significant cash generation whilst delivering best-in-class revenue growth SI G N I F I C AN T L EVER S T O EXPAN D E ARNI NG S ACRO S S CY CL E S Pro forma adjusted EBITDA less net capex1 $ in millions 370 Two-thirds of capex relates to growth Maintenance capex on a favorable trend due to operational efficiencies Maintenance capex currently ~1% of revenue 247 20202021E M O D EST C APE X R EQ U I R EM EN T S Maintenance capex as % of revenue 1.5% ~1.3% 20202021E Low maintenance capital requirements drive future free cash flow expansion 1 See adjusted EBITDA less net capex reconciliation in appendix

 

Summary

 

Reasons to invest in GXO MASSIVE SECULAR TAILWINDS CRITICAL SCALE IN A GROWING MARKET LONG-TERM, CONTRACTED AND DIVERSE BLUE-CHIP CUSTOMERS PROPRIETARY TECHNOLOGY IMPROVING CUSTOMER OUTCOMES FAST-GROWING AND HIGH-RETURN FINANCIAL PROFILE Largest global pure-play contract logistics provider, led by a world-class team

 

Appendix

 

Brad Jacobs Chairman Over 40-year career, has started five companies from scratch and led each to become a billion dollar or multi-billion dollar enterprise Includes XPO Logistics (NYSE: XPO) and United Rentals (NYSE: URI), both among the 20 best-performing stocks of the last decade Serves as Chairman and CEO of XPO Malcolm Wilson Chief Executive Officer Three decades of executive experience managing multinational supply chain operations CEO of XPO’s European business since 2017 Head of logistics division for Norbert Dentressangle; grew the division to global scale in 15 countries as ND’s largest revenue-producing unit Baris Oran Chief Financial Officer Over 20-year track record in capital markets and omnichannel retail, with a strong background in international finance Former CFO of the Sabanci Group, one of Turkey’s largest publicly traded companies Bill Fraine Chief Commercial Officer Over 30 years in logistics, including 10 with XPO Former Division President, Sales and Operations, of XPO’s logistics business in the Americas and Asia Pacific Previously, spent more than 20 years at FedEx in various positions Mark Manduca Chief Investment Officer Over 15-year track record in equity research covering transportation and logistics, with distinction as the #1 European transport research analyst for eight consecutive years Former Managing Director at Citigroup leading transportation research activities Spent eight years at Bank of America leading business services, leisure, and transport research teams Richard Cawston President – Europe 20-year career in logistics, including deep expertise in the e-commerce sector Former President of XPO’s logistics business in Europe Joined XPO from Norbert Dentressangle with a strong track record of customer expansion Eduardo Pelleissone President – Americas and Asia Pacific Over 15-year track record in logistics and operations Former Chief Transformation Officer for XPO, responsible for the company’s business transformation initiatives Former COO and executive vice president of global operations for Kraft Heinz Gavin Williams President – UK and Ireland Over 25-year track record in logistics and operations, including 7 with XPO Former Managing Director for the United Kingdom and Ireland for XPO Previously, spent 18 years with Wincanton in a breadth of senior roles

 

GXO ADJUSTED EBITDA RECONCILED TO OUTLOOK $ in millions 2020 GXO pro forma adjusted EBITDA (as presented in Form 10)442 Adjusted for expected corporate cost run rate10 – 20 2020 GXO pro forma adjusted EBITDA (comparable to 2021 outlook)452 – 462 2021 underlying EBITDA growth148 – 168 2021 GXO pro forma adjusted EBITDA outlook600 – 630

 

NET LOSS ATTRIBUTABLE TO GXO RECONCILED TO ADJUSTED EBITDA FOR 2020

 

SPIN-OFF IMPACT ON SELECT 2021 FINANCIAL TARGETS $ in millions GXO Post-Spin-Off Depreciation and amortization1240 – 250 Interest expense220 – 25 Income tax rate26% – 28% Net capital expenditures240 – 250 Cash interest20 – 25 Cash taxes80 – 90 Excludes acquisition-related amortization expense of $55 million Assumes GXO issues $800 million of notes at an average interest rate of ~2%

 

SELECT FINANCIALS AND GUIDANCE $ in millions Select balance sheet items2 GXO pro forma Equity 2,451 (+) Debt 800 (+) Finance leases 161 (-) Cash 100 (-) Goodwill 2,048 (-) Intangibles 307 Invested capital 957 Per the GXO Form 10

 

SELECT FINANCIALS AND GUIDANCE $ in millions Midpoint of 2020 GXO pro forma adjusted EBITDA comparable to 2021 outlook (see reconciliations of GXO pro forma adjusted EBITDA in appendix) Calculated as $222 million gross capital expenditures and $12 million gross proceeds per GXO Form 10 Reflects midpoint of 2021E guidance

 

Exhibit 99.2

 

 

XPO Logistics Board of Directors Approves Separation of GXO Logistics and Declares the Distribution of GXO Shares

 

Record date for the distribution of GXO shares will be July 23, 2021

 

“When-Issued” trading expected to begin on or about July 22, 2021

 

Distribution expected to be completed on August 2, 2021

 

GREENWICH, Conn. – July 13, 2021 – XPO Logistics, Inc. (NYSE: XPO) today announced that its board of directors approved the previously announced separation of its logistics segment through the distribution of all of the outstanding shares of common stock of its wholly owned subsidiary, GXO Logistics, Inc. (“GXO”), to holders of XPO common stock.

 

Following the separation, GXO and XPO will be independent public companies with distinct investment identities and service offerings in vast addressable markets. GXO will be the largest pure-play contract logistics provider in the world, and XPO will be a leading provider of transportation services, primarily less-than-truckload transportation and truck brokerage services.

 

Additional Details of the Distribution

 

The separation will be effected through a pro rata distribution of all outstanding shares of GXO common stock to XPO’s stockholders of record at the close of business on July 23, 2021, the record date for the distribution. If the distribution is completed, each XPO stockholder will receive one (1) share of GXO common stock for every one (1) share of XPO common stock held on the record date.

 

The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of GXO common stock. XPO will distribute an information statement to all XPO shareholders entitled to receive the distribution of GXO shares. The preliminary information statement has been included as an exhibit to GXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission and describes GXO’s business, certain risks of owning GXO common stock and other details regarding the separation and distribution.

 

Upon completion of the distribution, XPO will continue to trade on the New York Stock Exchange under the ticker symbol “XPO” and GXO will trade regular way on the New York Stock Exchange under the symbol “GXO”. Beginning on or about July 22, 2021 and expected to continue up to August 2, 2021, there will be two markets in XPO common stock on the NYSE: a “regular-way” market and an “ex-distribution” market. XPO common stock that trades in the “regular-way” market will trade with an entitlement to shares of GXO common stock distributed pursuant to the distribution, such that holders of XPO common stock who sell XPO shares regular way before August 2, 2021 will also be selling their right to receive shares of GXO common stock in the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to GXO common stock distributed pursuant to the distribution. XPO investors are encouraged to consult with their financial and tax advisers regarding the specific implications of buying or selling XPO common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences of the GXO distribution.

 

 

The distribution of GXO common stock is expected to be completed at 12:01 am, Eastern Time, on August 2, 2021, subject to the satisfaction or waiver of certain conditions, including, but not limited to, the Registration Statement on Form 10 for GXO common stock being declared effective by the U.S. Securities and Exchange Commission and other conditions described in the preliminary information statement included in GXO’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission. There can be no assurance regarding the ultimate timing of the distribution or that the distribution will be completed.

 

GXO Board of Directors

 

As previously announced, Brad Jacobs will serve as chairman of GXO’s board of directors. Additionally, as of the date of separation, current XPO directors Oren Shaffer, Marlene Colucci and Gena Ashe will resign from the XPO board to serve as directors of GXO. Mr. Shaffer will serve as lead independent director and Ms. Colucci will serve as vice chair.

 

Additionally, Clare Chatfield, senior partner with L.E.K. Consulting; Joli Gross, general counsel of United Rentals, Inc.; and Malcolm Wilson, CEO of GXO, will serve as directors of GXO, with a further appointment to follow. Biographies of GXO’s directors and executive officers are or will be included in the preliminary or final information statement that has been or will be filed with the U.S. Securities and Exchange Commission.

 

GXO Investor Day Presentation Online

 

On July 13, 2021, XPO hosted a GXO Investor Day webcast that included management’s presentation of GXO’s investment highlights, operations, technology, financial performance and growth prospects, as well as a Q&A session. Interested parties can access an archive of the webcast on gxo.com/investors from July 14 forward.

 

Advisors

 

Goldman Sachs & Co. LLC is acting as financial advisor for the separation transaction and Wachtell, Lipton, Rosen & Katz is acting as legal advisor.

 

About XPO Logistics

 

XPO Logistics, Inc. provides cutting-edge supply chain solutions to the most successful companies in the world, with two business segments: transportation and logistics. The company helps more than 50,000 customers manage their supply chains most efficiently, using a network of 1,621 locations in 30 countries and approximately 140,000 team members, including 108,000 employees and 32,000 temporary workers. The company’s corporate headquarters are in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on Facebook, Twitter, LinkedIn, Instagram and YouTube.

 

Forward-looking Statements

 

This press release 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, 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, but are not limited to, 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.

 

Investor Contacts

Tavio Headley

+1-203-413-4006

tavio.headley@xpo.com

 

Angus Tweedie

+44 (0) 7841-53-06-00

angus.tweedie@gxo.com

 

Media Contacts

Joe Checkler

+1-203-423-2098

joe.checkler@xpo.com

 

Anne Lafourcade

+33 (0)6 75 22 52 90

anne.lafourcade@gxo.com