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Item 5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 19, 2021, XPO Logistics, Inc. (“XPO”
or the “company”) announced that Jason Papastavrou plans to resign as a member 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 Dr. Papastavrou and the company, Dr. Papastavrou
is expected to be appointed to the board of directors of GXO, conditioned upon, and effective as of, the closing of the Spin-Off.
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 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 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.