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United States securities and exchange commission logo
April 15, 2021
Malcolm Wilson
Chief Executive Officer
GXO Logistics, Inc.
Five American Lane
Greenwich, CT 6831
Re: GXO Logistics, Inc.
Draft Registration
Statement on Form 10-12B
Submitted March 19,
2021
CIK No. 0001852244
Dear Mr. Wilson :
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 10
Unaudited Pro Forma Condensed Combined Statements of Operations, page 48
1. Please expand your
disclosure to present historical basic and diluted per share amounts
based on continuing
operations attributable to the controlling interests and the number of
shares used to
calculate such per share amounts on the face of the pro forma condensed
statement of
operations. Refer to Rule 11-02-(a)(9)(i) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
65
2. You frequently cite
multiple factors as contributing to changes in your operating
results. When multiple
factors materially contribute to a change in your results please
Malcolm Wilson
GXO Logistics, Inc.
April 15, 2021
Page 2
quantify the impact of each factor and the underlying reasons for the
changes in your
operating results. Please also discuss and analyze your financial
condition and material
changes in your financial condition. Refer to Item 303(a) of Regulation
S-K.
3. Within your results of operations, you disclose changes in revenues year
over year
attributable to growth or decline in revenues from your European or
North American
businesses and/or the impact of foreign currency impacts. You provide
additional detail
in the XPO Logistics fourth quarter / full year earnings release and
earnings call transcript
regarding logistics data from your European and North American
operations. Please
include additional details in your MD&A discussion of the impact of the
results from each
subdivision of the business where necessary to an understanding of your
subdivisions and
of the registrant as a whole. See Item 303(b) of Regulation S-K.
Notes to Combined Financial Statements
2. Basis of Presentation and Significant Accounting Policies
Segment Reporting, page F-12
4. You aggregate two operating segments into a single reporting segment.
Tell us the two
operating segments identified and the basis for such identification
under ASC 280-10-50-1
through 50-9. Please also tell us how the aggregation criteria in ASC
280-10-50-11 are
met.
5. Please disclose revenues from external customers for each product and
service or each
group of similar products and services. Refer to ASC 280-10-50-40
You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kevin
Dougherty,
Staff Attorney, at (202) 551-3271 or Tim Levenberg, Special Counsel, at (202)
551-3707 with
any other questions.
Sincerely,
FirstName LastNameMalcolm Wilson
Division of
Corporation Finance
Comapany NameGXO Logistics, Inc.
Office of Energy
& Transportation
April 15, 2021 Page 2
cc: Viktor Sapezhnikov
FirstName LastName