SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Baris Oran
Chief Financial Officer
GXO Logistics, Inc.
Two American Lane
Greenwich, Connecticut 06831

 Re: GXO Logistics, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 18, 2025
 File No. 001-40470
Dear Baris Oran:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Karlis Kirsis
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document GXO Logistics, Inc. Two American Lane Greenwich, Connecticut 06831 VIA EDGAR March 18, 2025 Yolanda Guobadia Gus Rodriguez Division of Corporation Finance Office of Energy and Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re:    GXO Logistics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 18, 2025 File No. 001-40470 Dear Ms. Guobadia and Mr. Rodriguez: This letter is in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filing of GXO Logistics, Inc. (“we” or the “Company”) set forth in the Staff’s letter dated March 5, 2025. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by our response. Form 10-K for the Fiscal Year ended December 31, 2024 Management’s Discussion and Analysis Results of Operations, page 21 1. We note that you have disclosures on pages 13 and 64 regarding the potential for a global minimum tax associated with Pillar 2 of the OECD guidance, indicating that enactments of its provisions in certain jurisdictions may have an adverse effect on your financial statements. You explain that some related provisions would take effect in 2024 and others in 2025. However, your disclosure regarding taxes in MD&A is limited to an observation on your effective tax rate, stating that it decreased from 12.4% to 5.6% due to “...the release of valuation allowances in 2024.” Given the concerns that you have expressed and considering that revenue from the United Kingdom was $5.2 billion in 2024, it appears that you should expand your disclosures to include both quantitative and qualitative information regarding the effects for the period and to discuss any uncertainties associated with the global minimum tax initiatives in future periods, as may impact your results of operations, financial position or liquidity, to comply with Item 303(a) of Regulation S-K. With regard to enactments, clarify the extent to which you were subject to such minimum tax provisions in the various jurisdictions where you conducted operations during 2024, and discuss your expectations with respect to provisions that will be effective in 2025 and beyond. Please also discuss any associated developments that are reasonably likely to effect enactments among participating jurisdictions and your expectations regarding the range of reasonably possible outcomes. Response: The Company respectfully acknowledges the Staff’s comments and provides these additional details. The Organisation for Economic Co-operation and Development (“OECD”) has introduced its Global Anti-Base Erosion Model Rules (“Pillar Two”) including a per country minimum tax of 15%, which generally applies to multinational companies with global revenues exceeding EUR $750 million, and has issued guidance over the period 2022 through 2024 (the “OECD Guidance”), and additional guidance may still be forthcoming. During 2024, the Company reviewed its global legal entity structure and considered all the jurisdictions for which the Company is potentially subject to Pillar Two tax for 2024. The Company determined that the substantial majority of its taxable income is not subject to Pillar Two tax for the period ended December 31, 2024, because the taxable income is derived in jurisdictions that are either subject to tax in excess of 15%, can apply a safe-harbor, or is derived from entities that are organized in jurisdictions that have not (yet) fully enacted Pillar Two legislation by the end of 2024. Pillar Two tax resulted in $2 million of “top-up” tax and did not have a material effect on the Company’s results of operations, financial position or liquidity for the year ended December 31, 2024. In addition, for the year ending December 31, 2025 and beyond, although the amount of the Pillar Two “top-up” tax is not currently reasonably estimable, the Company does not currently anticipate that Pillar Two and any associated developments will have a material effect on its results of operations, financial position or liquidity. In future filings, the Company will include the following underlined additional disclosure within the Management’s Discussion and Analysis regarding its income tax expense. Pillar Two did not have significant impact on 2024 and we currently do not expect it to have a significant impact on fiscal 2025 income tax expense. Financial Statements Note 5 - Segment Information, page 47 2. We note your disclosure explaining that although the business is organized geographically into three operating segments, these have been aggregated into one reportable segment “...due to the similar nature of their operations and economic characteristics.” However, disclosures on pages 13 and 14 indicate the regulatory landscape in which you conduct operations is “constantly evolving and subject to significant change” which could require changes to your operating practices that would influence demand, or require that you incur significant additional costs that could adversely affect your results of operations. Please explain to us how you considered differences in the regulatory landscapes of each geographically differentiated segment, including the likelihood of change and susceptibility of operations to significant change in these regulatory environments, relative to the aggregation criteria in FASB ASC 280-10-50-11(e), and explain how you view the aggregation result as being consistent with the objectives set forth in FASB ASC 280-10-10-1, if this is your view. Please also address the disclosure requirements in FASB ASC 280-10-50-21(b) and 29(f), regarding the types of products and services from which reportable segments derive revenue, and how the CODM uses the Adjusted EBITDA segment measure in assessing segment performance and deciding how to allocate resources. Response: The Company respectfully acknowledges the Staff’s comments and provides these additional details. As it relates to ASC 280-10-50-11(e), we believe the regulatory environments of our three operating segments are sufficiently similar to support aggregation into a single reportable segment. The Company does not consider the countries in which its operating segments engage in business activities to be “heavily regulated,” such as banking, insurance, or public utilities. The regulatory environments applicable to the Company’s operating segments essentially focus on protecting people, warehoused goods and the environment. This focus is primarily in the setup of our logistics hubs, the installation and maintenance of safety equipment, and the use of specific operational and safety processes. In addition, the training, operational and safety processes are substantially similar across regions. While the Company acknowledges that the regulatory landscape is subject to continuous evolution and may vary at a jurisdictional level, the core regulatory frameworks governing our operations do not materially differentiate between our three operating segments and do not result in significant differences in the nature of our operations or underlying costs of compliance. Also, although our risk factors discuss the potential risk that these regulatory factors could change in the future, at this time we are not aware of any potential changes in the regulatory landscape where we conduct operations that may require changes to our operating practices, influence demand, or require that we incur significant additional costs. The Company believes that its aggregation of operating segments is consistent with the objectives and principles of segment reporting in ASC 280-10-10-1. The three operating segments have similar types of business activities and economic environments which supports aggregation consistent with ASC 280 and a disaggregation of geographic information would not provide users with additional information about the Company’s performance, cash flow prospects or the Company’s consolidated operations. As it relates to the disclosure requirements in FASB ASC 280-10-50-21(b) regarding the types of products and services from which reportable segments derive revenue, the three operating segments provide the same services of managing customers’ warehouses and distribution centers in their respective geographies. The services provided—inventory management, order fulfillment, and supply chain optimization—do not differ by region. The following disclosure was included within Footnote 1 of our Form 10-K: The Company provides its customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services differentiated by its ability to deliver technology-enabled, customized solutions at scale. In future filings, the Company will include the following underlined additional disclosure on how the chief operating decision maker (“CODM”) uses the Adjusted EBITDA segment measure in assessing segment performance and deciding how to allocate resources per the disclosure requirements in FASB ASC 280-10-50-29(f). The Company’s CODM uses Adjusted EBITDA to communicate performance targets to the segment managers, allocate resources to the segments, and to monitor segment performance. Additionally, the CODM considers the performance of this measure against planned and forecasted amounts to make investing and resource allocation decisions. The actual results are used in assessing performance of the Company and in establishing management’s compensation. Note 17 - Income Taxes, page 63 3. We note that your tax expense reconciliation includes a “Return to Provision” adjustment of ($12) million for 2024. Please expand your disclosure to explain how you determined the amount and to clarify the nature of the adjustment and whether it represents a change in estimate or a correction of an error, in your view. Response: The Company respectfully acknowledges the Staff’s comments and provides these additional details. Return to Provision (“RTP”) adjustments are calculated each year by affiliates in each jurisdiction following the filing of income tax returns. The $12 million RTP adjustment for 2024 consists of $8 million of benefit from United Kingdom (“U.K.”) RTP adjustments and $4 million of benefit from United States (“U.S.”) RTP adjustments, all of which represent changes in estimates and are detailed as follows: The U.K. RTP amount primarily relates to the Company having amended a U.K. corporate income tax return for one of its U.K. affiliates resulting in a benefit of approximately $8 million in 2024 as the information needed to determine the deductibility of certain asset expenditures became available during 2024. The Company was not able to ascertain the full extent of qualifying capital allowances for U.K. tax purposes at the time of the initial filing of the tax return as further analysis of these capital allowances needed to be performed by our tax advisors. The U.S. RTP amount primarily relates to the Company making certain elections with its U.S. corporate income tax return to change the tax year-end of its foreign affiliates for U.S. tax purposes from November 30 to December 31 for consistency with the new OECD Country-by-Country Reporting rules and to better align with local statutory filings. These elections were not anticipated to be made at the time of preparing the initial provision. This resulted in a reduction of the Company’s Global Intangible Low-Taxed Income (“GILTI”) for a benefit of approximately $2 million. The remaining benefit from the U.S. RTP adjustments was attributable to various state and local jurisdictions, and the completion of the purchase price allocation related to an acquisition. 4. We note that your tax expense reconciliation, which begins with tax based on the U.S. federal statutory tax rate of 21%, reflects “Foreign rate differential” adjustments having the effect of lowering your income tax expense by $11 million in 2024, $14 million in 2023, and $10 million in 2022. However, given your disclosures on page 44, indicating that 68% of revenues for 2024 were generated in the United Kingdom, Netherlands, France, Spain, and Italy, where the corporate tax rates are about 25%, it appears that you should expand your disclosures in MD&A to discuss the primary taxing jurisdictions in which foreign earnings are derived, the corresponding statutory rates and any tax holidays, along with the factors that reduced your effective tax rate over the last three years. Please clarify how the adjustments reconcile with the higher corporate tax rates, describe any material changes in the corporate tax rates or the mix of income among jurisdictions that have impacted your effective tax rate, and your expectations regarding similar adjustments in future periods. Response: The Company respectfully acknowledges the Staff’s comments and provides these additional details. The mix of global earnings impact is captured in the effective tax rate reconciliation under the foreign tax rate differential. The Company’s primary taxing jurisdictions from which foreign earnings are derived include the United Kingdom, Netherlands, France, Spain, and Italy, each of which have a statutory income tax rate of approximately 25%. However, certain of the Company’s foreign affiliates have intercompany arrangements, including intercompany financing arrangements with Singapore, with certain earnings subject to a tax rate of 0% which has been the primary reason for the favorable foreign rate differential. The Company is not the beneficiary of significant tax holidays or other incentives that contributed to our effective tax rate in 2022, 2023, or 2024. There were no material changes in the corporate tax rates or the mix of income among jurisdictions that impacted the Company’s effective tax rate in 2022, 2023, or 2024. We are evaluating Pillar Two’s impact in future periods, however we do not currently expect it to materially affect its results of operations, financial position, or liquidity. Should you have any questions regarding this matter, please do not hesitate to contact me at (203) 912-5984. Sincerely, /s/ Baris Oran Chief Financial Officer GXO Logistics, Inc. cc:    Karlis P. Kirsis, Chief Legal Officer, GXO Logistics, Inc. Paul Blanchett, Chief Accounting Officer, GXO Logistics, Inc. Christina C. Russo, Akerman LLP

March 5, 2025
Baris Oran
Chief Financial Officer
GXO Logistics, Inc.
Two American Lane
Greenwich, Connecticut 06831
Re:GXO Logistics, Inc.
Form 10-K for the Fiscal Year ended December 31, 2024
Filed February 18, 2025
File No. 001-40470
Dear Baris Oran:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2024
Management’s Discussion and Analysis
Results of Operations, page 21
We note that you have disclosures on pages 13 and 64 regarding the potential for a
global minimum tax associated with Pillar 2 of the OECD guidance, indicating
that enactments of its provisions in certain jurisdictions may have an adverse effect on
your financial statements. You explain that some related provisions would take effect
in 2024 and others in 2025.  However, your disclosure regarding taxes in MD&A is
limited to an observation on your effective tax rate, stating that it decreased from
12.4% to 5.6% due to "...the release of valuation allowances in 2024."

Given the concerns that you have expressed and considering that revenue from the
United Kingdom was $5.2 billion in 2024, it appears that you should expand your
disclosures to include both quantitative and qualitative information regarding the
effects for the period and to discuss any uncertainties associated with the global
minimum tax initiatives in future periods, as may impact your results of operations,
financial position or liquidity, to comply with Item 303(a) of Regulation S-K.1.

March 5, 2025
Page 2

With regard to enactments, clarify the extent to which you were subject to such
minimum tax provisions in the various jurisdictions where you conducted operations
during 2024, and discuss your expectations with respect to provisions that will
be effective in 2025 and beyond. Please also discuss any associated developments that
are reasonably likely to effect enactments among participating jurisdictions and your
expectations regarding the range of reasonably possible outcomes.

Financial Statements
Note 5 - Segment Information, page 47
2.We note your disclosure explaining that although the business is organized
geographically into three operating segments, these have been aggregated into one
reportable segment "...due to the similar nature of their operations and economic
characteristics." However, disclosures on pages 13 and 14 indicate the regulatory
landscape in which you conduct operations is "constantly evolving and subject to
significant change" which could require changes to your operating practices that
would influence demand, or require that you incur significant additional costs
that could adversely affect your results of operations.

Please explain to us how you considered differences in the regulatory landscapes of
each geographically differentiated segment, including the liklihood of change
and susceptibility of operations to significant change in these regulatory
environments, relative to the aggregation criteria in FASB ASC 280-10-50-11(e), and
explain how you view the aggregation result as being consistent with the objectives
set forth in FASB ASC 280-10-10-1, if this is your view.

Please also address the disclosure requirements in FASB ASC 280-10-50-21(b) and
29(f), regarding the types of products and services from which reportable segments
derive revenue, and how the CODM uses the Adjusted EBITDA segment measure in
assessing segment performance and deciding how to allocate resources.

Note 17 - Income Taxes, page 63
3.We note that your tax expense reconciliation includes a "Return to Provision"
adjustment of ($12) million for 2024. Please expand your disclosure to explain how
you determined the amount and to clarify the nature of the adjustment and whether
it represents a change in estimate or a correction of an error, in your view.

We note that your tax expense reconciliation, which begins with tax based on the U.S.
federal statutory tax rate of 21%, reflects "Foreign rate differential" adjustments
having the effect of lowering your income tax expense by $11 million in 2024, $14
million in 2023, and $10 million in 2022.

However, given your disclosures on page 44, indicating that 68% of revenues for
2024 were generated in the United Kingdom, Netherlands, France, Spain, and Italy, 4.

March 5, 2025
Page 3
where the corporate tax rates are about 25%, it appears that you should expand your
disclosures in MD&A to discuss the primary taxing jurisdictions in which foreign
earnings are derived, the corresponding statutory rates and any tax holidays, along
with the factors that reduced your effective tax rate over the last three years.

Please clarify how the adjustments reconcile with the higher corporate tax
rates, describe any material changes in the corporate tax rates or the mix of income
among jurisdictions that have impacted your effective tax rate, and your
expectations regarding similar adjustments in future periods.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Yolanda Guobadia at 202-551-3562 or Gus Rodriguez at 202-551-3752
if you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Karlis Kirsis

CORRESP
1
filename1.htm

    [Wachtell, Lipton, Rosen & Katz Letterhead]

    VIA EDGAR

    September 29, 2023

    Dan Duchovny

    Blake Grady

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            PFSweb, Inc.

            Schedule TO-T filed by GXO Logistics, Inc.

            Filed September 21, 2023

            File No. 005-59323

    Dear Messrs. Duchovny and Grady:

    On behalf of our client, GXO Logistics, Inc. (“Parent”), this letter responds to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of
      the United States Securities and Exchange Commission (“Commission”) that were set forth in your letter dated September 27, 2023 (the “Comment Letter”) regarding Parent’s Schedule TO-T, filed with the Commission on September 21, 2023
      (including the exhibits thereto, the “Schedule TO”).

    In connection with this letter responding to the Staff’s comments, Parent is today filing Amendment No. 3 to the Schedule TO (“Amendment No. 3”).

    For your convenience, the text of the Staff’s comments are set forth in bold, followed by the response on behalf of the Company. Unless otherwise indicated, all page numbers
      referenced herein are to the applicable pages of the Offer to Purchase, dated September 21, 2023 (the “Offer to Purchase”).

    Schedule TO-T

    General

          1.

            Please tell us how you complied with the dissemination requirements set forth in Rule 14d-4. As one potential issue only, we note that the summary advertisement filed as Exhibit 99(a)(1)(I) does not appear to
              fully address the requirements of Rule 14d-6(d)(2)(ii), such as the disclosure required by Item 1004(a)(1)(iv) of Regulation M-A.

    Response: Parent respectfully acknowledges the Staff’s comment.  Parent relied upon “Summary publication” as described in Rule 14d-4(a)(2) to disseminate the tender offer materials to
      stockholders of PFSweb, Inc. (the “Company”).  Parent published notice of the tender offer in The Wall Street Journal, a daily newspaper with a national circulation, on September 21, 2023, which was
      intended to serve as “summary advertisement” for purposes of Rule 14d-4(a)(2)(i).  Parent included a copy of the notice of the tender offer that was published as Exhibit 99(a)(1)(I) to the Schedule TO.  Also on September 21, 2023, Parent commenced
      the mailing of its tender offer materials to all stockholders of  the Company, and will mail by first class mail or otherwise furnish with reasonable promptness the tender offer materials to any stockholder who requests such tender offer materials
      pursuant to the summary advertisement or otherwise.

          U.S. Securities and Exchange Commission

          September 29, 2023

          Page 2

      Parent respectfully submits to the Staff that the summary advertisement addressed the requirements of Rule 14d-6(d)(2)(ii) because the summary advertisement incorporated by reference therein the disclosure required by Item 1004(a)(1)(iv) of
        Regulation M-A.  This was done pursuant to a paragraph on page 4 of the summary advertisement that reads: “The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is
        contained in the Offer to Purchase and is incorporated herein by reference.”  Paragraph (d)(1) of Rule 14d-6 refers to (i) “[t]he information required by Item 1 of Schedule TO” and (ii) “[t]he information required by the remaining items of Schedule
        TO for third-party tender offers, except for Item 12 (exhibits) of Schedule TO, or a fair and adequate summary of the information.”  Item 4 of the Schedule TO, which is covered by paragraph (d)(1) of Rule 14d-6, incorporated by reference the
        information set forth in the Offer to Purchase, including the following sentence on page 11 of the Offer to Purchase: “There will not be a subsequent offering period for the Offer.” This sentence addresses the disclosure required by Item
        1004(a)(1)(iv) of Regulation M-A, and Parent respectfully submits that the summary advertisement, which incorporated by reference such sentence, addressed the requirements of Rule 14d-6(d)(2)(ii).

    In addition (but without limiting) the foregoing, Parent respectfully notes that the summary advertisement stated both that (1) “… Merger Sub will (and Parent will cause Merger Sub to) accept and pay
      for all Shares validly tendered…as promptly as practicable after the Expiration Time (but no later than three (3) business days after the date of the Expiration Time)” and (2) “Because the Merger will be governed by
        Section 251(h) of the DGCL, Merger Sub does not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.”  These disclosures make it apparent that there will not be a subsequent
        offering period following the consummation of the Offer.

    Source and Amount of Funds, page 19

          2.

            We note your disclosure on page 19 and elsewhere that “Parent and Merger Sub currently have, and will have, available to them, through a variety
                of sources, including cash on hand, funds necessary for the payment of the aggregate Offer Price” (emphasis added). Item 1007(a) of Regulation M-A requires that filers state the specific sources of the funds to be used in the
              transaction. The disclosure here is equivocal and does not satisfy this requirement. Please revise.

    Response: Parent respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2 and 19 of the Offer to Purchase in Amendment No. 3 in response thereto.

          3.

            Disclose the existence of any alternative financing plans or arrangements in the event Purchaser and Merger Sub do not have the necessary funds to pay the offer consideration and related fees and expenses. If
              there are none, so state. Refer to Item 1007(b) of Regulation M-A.

    Response: Parent respectfully acknowledges the Staff’s comment and has revised the disclosure on page 2 of Schedule TO in Amendment No. 3 in response thereto.

          U.S. Securities and Exchange Commission

          September 29, 2023

          Page 3

    If you have any questions regarding these responses or otherwise related to the Schedule TO, please contact the undersigned at (212) 403-1122 or VSapezhnikov@wlrk.com, or my colleague Adam Emmerich at (212) 403-1234 or
      AOEmmerich@wlrk.com.

            Sincerely,

              /s/ Viktor Sapezhnikov

            Viktor Sapezhnikov

            cc:

            Malcolm Wilson, Chief Executive Officer, GXO Logistics, Inc.

            Karlis P. Kirsis, Chief Legal Officer, GXO Logistics, Inc.

            Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

GXO LOGISTICS, INC.

Two American Lane

Greenwich, Connecticut 06831

May
23, 2022

United States Securities and Exchange Commission

Division
of Corporation Finance, Office of Energy & Transportation

100 F. Street, N.E.

Washington,
D.C. 20549

Attention: Cheryl Brown

    RE:

    GXO Logistics, Inc.

    Registration Statement on Form S-4

    File No. 333-264901

    Request for Acceleration

Dear Ms. Brown:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-264901) filed by GXO Logistics, Inc. (the “Company”) with the U.S. Securities and Exchange
Commission on May 12, 2022 and amended on May 20, 2022 (as so amended, the “Registration Statement”).

The
Company hereby requests the Registration Statement be declared effective at 4:00 p.m., Eastern Time, on May 25, 2022 (the
 “Effectiveness Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended.

Please contact Adam O. Emmerich, Esq. or Viktor
Sapezhnikov, Esq. of Wachtell, Lipton, Rosen & Katz at (212) 403-1234 or (212) 403-1122 with any questions you may have
concerning this letter, or if you require any additional information. Please notify them when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Sincerely,

    GXO LOGISTICS, INC.

    By:
    /s/ Karlis Kirsis

    Name:
     Karlis Kirsis

    Title:
     Chief Legal Officer

 cc: Adam O. Emmerich, Wachtell, Lipton,
Rosen & Katz

Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

GXO LOGISTICS, INC.

Two American Lane

Greenwich, Connecticut 06831

May 20, 2022

United States Securities and Exchange Commission

Division of Corporation Finance, Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown

    RE:

    GXO Logistics, Inc.

    Registration Statement on Form S-4

    File No. 333-264901

    Withdrawal of Request for Acceleration

Dear Ms. Brown:

Reference is made to our letter, filed as correspondence
via EDGAR on May 19, 2022, in which we requested that the effective date of the above referenced Registration Statement on Form S-4
be accelerated to 4:00 p.m., Eastern Time, on May 23, 2022, or as soon as practicable thereafter. We are no longer requesting that
such Registration Statement be declared effective at this time and will hereby formally withdraw our request for acceleration
of the effective date.

Thank you for your assistance on this matter.

    Sincerely,

    GXO LOGISTICS, INC.

    By:
     /s/ Karlis Kirsis

    Name:
    Karlis Kirsis

    Title:
    Chief Legal Officer

cc: Adam O. Emmerich, Wachtell, Lipton,
Rosen & Katz

  Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

GXO LOGISTICS, INC.

Two American Lane

Greenwich, Connecticut 06831

May 19,
2022

United States Securities and Exchange Commission

Division
of Corporation Finance, Office of Energy & Transportation

100 F. Street, N.E.

Washington,
D.C. 20549

Attention: Cheryl Brown

    RE:

    GXO Logistics, Inc.

    Registration Statement on Form S-4

    File No. 333-264901

    Request for Acceleration

Dear Ms. Brown:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-264901) (the “Registration Statement”) filed by GXO Logistics, Inc. (the “Company”)
with the U.S. Securities and Exchange Commission.

The
Company hereby requests the Registration Statement be declared effective at 4:00 p.m., Eastern Time, on May 23, 2022 (the
“Effectiveness Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended.

Please contact Adam O. Emmerich, Esq. or Viktor
Sapezhnikov, Esq. of Wachtell, Lipton, Rosen & Katz at (212) 403-1234 or (212) 403-1122 with any questions you may have
concerning this letter, or if you require any additional information. Please notify them when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Sincerely,

    GXO LOGISTICS, INC.

    By:
    /s/ Karlis Kirsis

    Name:
     Karlis Kirsis

    Title:
     Chief Legal Officer

 cc: Adam O. Emmerich, Wachtell, Lipton,
Rosen & Katz

Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
May 19, 2022
Malcolm Wilson
Chief Executive Officer
GXO Logistics, Inc.
Two American Lane
Greenwich, CT 06831
Re:GXO Logistics, Inc.
Registration Statement on Form S-4
Filed May 12, 2022
File No. 333-264901
Dear Mr. Wilson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Adam O. Emmerich, Esq.

CORRESP
1
filename1.htm

[Letterhead of GXO Logistics, Inc.]

May 12, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: GXO Logistics, Inc.

Registration Statement on Form S-4

Filed on May 12, 2022

Ladies and Gentlemen:

Reference is made to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under
the U.S. Securities Act of 1933, as amended (the “Act”), on the date hereof, in connection with the proposed offers
by GXO Logistics, Inc. (the “Company”) to exchange (the “Exchange Offers”) up to the aggregate principal
amount outstanding of each of the Company’s unregistered 1.650% Notes due 2026 and 2.650% Notes due 2031 (together, the “Old
Notes”) for equal aggregate principal amounts of the respective series of the Company’s 1.650% Notes due 2026 and 2.650%
Notes due 2031 (together, the “Exchange Notes”) the offers of which have been registered under the Act.

The Company is registering the Exchange Offers
in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in
Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman
& Sterling (July 2, 1993).

This will confirm that the Company has not entered
into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s information
and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has
no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Company
will make each person participating in the Exchange Offers aware (through the Exchange Offer prospectus) that if the Exchange Offer is
being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of
the Exchange Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or
similar letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer
of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K.

In addition, the Company will (i) make each person
participating in the Exchange Offers aware (through the Exchange Offers prospectus) that any broker-dealer who holds Old Notes acquired
for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for
such Old Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a prospectus meeting the requirements
of the Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter to be executed by an exchange offeree
in order to participate in the Exchange Offers a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the
undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offers for its own account and is exchanging
Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into
any arrangement or understanding with any person to distribute the Old Notes and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act.

See Shearman & Sterling (July 2, 1993).

[Signature Page Follows]

     -2-

    Sincerely,

    GXO LOGISTICS, INC.

    By:
    /s/ Karlis Kirsis

    Name:
    Karlis Kirsis

    Title:
    Chief Legal Officer

  Cc:
  Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

  Viktor Sapezhnikov, Wachtell,
Lipton, Rosen & Katz

[Signature Page – Letter
to SEC]

United States securities and exchange commission logo
May 10, 2022
Paul Blanchett
Chief Accounting Officer
GXO Logistics, Inc.
Two American Lane
Greenwich, Connecticut 06831
Re:GXO Logistics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 17, 2022
File No. 001-40470
Dear Mr. Blanchett:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

GXO Logistics, Inc.

Two American Lane

Greenwich, Connecticut 06831

VIA EDGAR

April 28, 2022

Gus Rodriguez

Accounting Branch Chief

Division of Corporation Finance

Office of Energy and Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:        GXO
Logistics, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2021

Filed February 17, 2022

Item 2.02 Form 8-K filed on February 15,
2022

File No. 001-40470

Dear Mr. Rodriguez:

This letter is in response to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filings
of GXO Logistics, Inc. (“we” or the “Company”) set forth in the Staff’s letter dated April 19,
2022.

For the Staff’s convenience, the text of the Staff’s comment
is set forth below in bold, followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations, page 23

 1. You disclosed pretax earnings from foreign operations of
$178 million and $76 million and pretax losses from US operations of ($25) million and ($82) million in fiscal years 2021 and 2020 in
Note 17 - Income Taxes. It is unclear what underlying factors are driving these disparate domestic and foreign pre-tax operating results.
Please tell us what consideration you gave to expanding upon your discussion and analysis of operating results to include additional qualitative
and quantitative reasons for any material changes in results or known trends in your domestic and foreign operations. Refer to the guidance
in Item 303 of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment. The
disparity in income (loss) before taxes between the Company’s  domestic and international operations is primarily a
result of our operations outside of the U.S. being larger than our operations in the U.S. In addition, the Company’s corporate
offices and administrative functions primarily operate within our domestic operations. The Company’s corporate functions
incurred significant one-time costs in connection with the review of strategic alternatives in 2020 by XPO Logistics, Inc.
(“XPO”) and our spin-off from XPO in 2021.

Within “Note 4. Revenue Recognition” of
the Company’s consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2021,
we disclosed revenue by geographical area. The Company’s international operations represented 69% and 64% of our revenue in
2021 and 2020, respectively, and our U.S operations represented 31% and 36% of our revenue in 2021 and 2020, respectively.

In 2021, our consolidated income (loss) before income
taxes increased by $159 million, from a $6 million loss in 2020 to $153 million income in 2021. Our domestic and foreign income before
income taxes increased by $57 million and $102 million, respectively.

The increase in income in our domestic operations for 2021
was driven by a 11% increase in revenue resulting primarily from the reduced impact of COVID-19 on our business in 2021 and a lower depreciation
and amortization expense of $20 million. These positive impacts were partially offset by an increase in transaction and integration costs
incurred in connection with our spin-off from XPO in 2021.

The increase in income in our international operations for
2021 was primarily driven by a 38% increase in revenue, including $604 million in additional revenue resulting from our acquisition of
certain of Kuehne +Nagel’s contract logistics operations in the U.K. in January 2021, as well as an increase in pension income
of $19 million as a result of the Company becoming a plan sponsor for a defined benefit pension plan in the U.K. in connection with our
spin-off from XPO.

In future filings, the Company will include disclosure related
to income (loss) before income tax in the “Results of Operations” section under the heading “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”.

Item 2.02 Form 8-K filed on February 15, 2022

Exhibit 99.1

2022 Guidance, page 1

 2. You disclose that Adjusted EBITDAR is a non-GAAP measure used by management to evaluate your financial performance. This measure
excludes rent expense, which appears to be a normal, recurring cash operating expense necessary to operate your business. Please tell
us how you considered question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations when presenting this measure.

      2

Response:
The Company acknowledges the Staff’s comment related to the Company’s use of adjusted EBITDAR. The Company believes the adjustment
for rent expense to its calculation of adjusted earnings before interest, taxes, depreciation, amortization and rent (“adjusted
EBITDAR”) is important for investors, research analysts, financial institutions and lenders to accurately compare the valuation
of the Company against the valuations of other companies in the industries in which the Company participates, without regard to differences
in financing arrangements.

In making this determination, the Company has considered
the guidance in Question 100.01 of the Staff’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which provides
that certain adjustments may cause the presentation of a non-GAAP measure to be misleading, and believes that its adjustment for rent
expense in adjusted EBITDAR does not have a misleading effect as the Company is presenting adjusted EBITDAR solely as a financial
valuation measure and not a financial performance or operating measure. In future filings, the Company will provide disclosure regarding
the purpose and use of adjusted EBITDAR, as well as the limitations of its use, as a financial valuation measure that should not be construed
as a financial performance or operating measure.

Should you have any questions regarding this matter, please do not
hesitate to contact me at (203) 833 0335.

   Sincerely,

    /s/ Karlis P. Kirsis

    Chief Legal Officer

    GXO Logistics, Inc.

cc:          Robert
Babula, Staff Accountant, U.S. Securities and Exchange Commission

Baris Oran, Chief Financial Officer, GXO Logistics, Inc.

Paul Blanchett, Chief Accounting Officer, GXO Logistics, Inc.

      3

United States securities and exchange commission logo
April 19, 2022
Paul Blanchett
Chief Accounting Officer
GXO Logistics, Inc.
Two American Lane
Greenwich, Connecticut 06831
Re:GXO Logistics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 17, 2022
Item 2.02 Form 8-K filed on February 15, 2022
File No. 001-40470
Dear Mr. Blanchett:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 23
1.You disclosed pretax earnings from foreign operations of $178 million and $76 million
and pretax losses from US operations of ($25) million and ($82) million in fiscal years
2021 and 2020 in Note 17 - Income Taxes. It is unclear what underlying factors are
driving these disparate domestic and foreign pre-tax operating results. Please tell us what
consideration you gave to expanding upon your discussion and analysis of operating
results to include additional qualitative and quantitative reasons for any material changes
in results or known trends in your domestic and foreign operations. Refer to the guidance
in Item 303 of Regulation S-K.

 FirstName LastNamePaul  Blanchett
 Comapany NameGXO Logistics, Inc.
 April 19, 2022 Page 2
 FirstName LastName
Paul  Blanchett
GXO Logistics, Inc.
April 19, 2022
Page 2
Item 2.02 Form 8-K filed on February 15, 2022
Exhibit 99.1
2022 Guidance , page 1
2.You disclose that Adjusted EBITDAR is a non-GAAP measure used by management to
evaluate your financial performance.  This measure excludes rent expense, which appears
to be a normal, recurring cash operating expense necessary to operate your business.
 Please tell us how you considered question 100.01 of the Non-GAAP Compliance and
Disclosure Interpretations when presenting this measure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus Rodriguez,
Branch Chief at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Document

[Letterhead of Wachtell, Lipton, Rosen & Katz]

VIA EDGAR

July 20, 2021

Kevin Dougherty

Tim Levenberg

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 GXO Logistics, Inc.

 Amendment Nos. 3, 4 and 5 to

 Draft Registration Statement on Form 10-12B

 Filed July 7th, 15th and 19th, 2021

 CIK No. 0001852244

Dear Messrs. Dougherty and Levenberg:

On behalf of our client, GXO Logistics, Inc. (“GXO” or the “Company”), currently a wholly owned subsidiary of XPO Logistics, Inc. (“XPO”), this letter responds to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to Amendment Nos. 3, 4 and 5 to the Company’s Draft Registration Statement on Form 10, filed with the Commission on July 7th, 15th and 19th, 2021 (the “Registration Statement”), contained in your letter dated July 19, 2021 (the “Comment Letter”).

For the Staff’s convenience, the text of the Staff’s comments are set forth in bold, followed by the Company’s responses.

Risk Factors – Risks Related to Our Common Stock

GXO’s amended and restated certificate of incorporation will contain an exclusive forum provision..., page 36

1.We note that you have revised your prospectus to disclose that your exclusive forum provision does not apply to actions arising under the Exchange Act or the rules and regulations thereunder, but that your Article XII of Exhibit 3.1 does not contain a similar statement. If the company does not amend the exhibit, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

Response: In response to the Staff’s comment, Article XII of Exhibit 3.1 has been revised.

U.S. Securities and Exchange Commission

July 20, 2021

Page 2

If you have any questions regarding the Registration Statement or need any hard copies of the submission, please contact the undersigned at (212) 403-1122 or VSapezhnikov@wlrk.com, or my colleague Adam Emmerich at (212) 403-1234 or AOEmmerich@wlrk.com.

Sincerely,

/s/ Viktor Sapezhnikov

Viktor Sapezhnikov

cc: Karlis P. Kirsis, Corporate Secretary, XPO Logistics, Inc.

 Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
July 19, 2021
Malcolm Wilson
Chief Executive Officer
GXO Logistics, Inc.
Five American Lane
Greenwich, CT 6831
Re:GXO Logistics, Inc.
Amendment Nos. 3, 4 and 5 to Registration Statement on Form 10-12B
Filed July 7th, 15th, and 19th, 2021
File No. 001-40470
Dear Mr. Wilson :
            We have reviewed your filings 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 5 to Form 10-12B
Risk Factors
Risks Related to Our Common Stock
GXO's amended and restated certificate of incorporation will contain an exclusive forum
provision..., page 36
1.We note that you have revised your prospectus to disclose that your exclusive forum
provision does not apply to actions arising under the Exchange Act or the rules and
regulations thereunder, but that your Article XII of Exhibit 3.1 does not contain a similar
statement. If the company does not amend the exhibit, please tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Exchange Act.

 FirstName LastNameMalcolm  Wilson
 Comapany NameGXO Logistics, Inc.
 July 19, 2021 Page 2
 FirstName LastName
Malcolm  Wilson
GXO Logistics, Inc.
July 19, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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 Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Viktor Sapezhnikov

CORRESP
1
filename1.htm

Document

GXO Logistics, Inc.

Two American Lane

Greenwich, Connecticut 06831

July 19, 2021

VIA EDGAR

Kevin Dougherty

Tim Levenberg

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    GXO Logistics, Inc.

    Registration Statement on Form 10-12B

    File No. 001-40470

Dear Messrs. Dougherty and Levenberg:

Reference is made to the Registration Statement on Form 10-12B (File No. 001-40470) (as amended to date, the “Registration Statement”), filed by GXO Logistics, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

The Board of Directors of XPO Logistics, Inc. (“XPO”) has set July 23, 2021 as the record date for the distribution of shares of common stock of the Company (the “Shares”), which is expected to be effective at 12:01 a.m., Eastern Time, on August 2, 2021.  XPO and the Company would like the Shares to commence trading on the New York Stock Exchange on a “when issued” basis on July 22, 2021, one day prior to the record date.  Accordingly, the Company hereby requests that the effective date for the Registration Statement be accelerated to  4:00 p.m., Eastern time, on July 21, 2021, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Adam Emmerich or Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz, at (212) 403-1234 or (212) 403-1122, respectively.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Emmerich or Mr. Sapezhnikov and that such effectiveness also be confirmed in writing.

U.S. Securities and Exchange Commission

July 19, 2021

Page 2

Sincerely,

GXO Logistics, Inc.

/s/ Baris Oran

Name:

 Baris Oran

Title:

 Chief Financial Officer

cc:     Karlis P. Kirsis

    Corporate Secretary, XPO Logistics, Inc.

    Adam Emmerich

    Wachtell, Lipton, Rosen & Katz

    Viktor Sapezhnikov

    Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

Document

[Letterhead of Wachtell, Lipton, Rosen & Katz]

VIA EDGAR

July 7, 2021

Kevin Dougherty

Tim Levenberg

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 GXO Logistics, Inc.

 Amendment No. 2 to

 Draft Registration Statement on Form 10-12B

 Filed June 9, 2021

 CIK No. 0001852244

Dear Messrs. Dougherty and Levenberg:

On behalf of our client, GXO Logistics, Inc. (“GXO” or the “Company”), currently a wholly owned subsidiary of XPO Logistics, Inc. (“XPO”), this letter responds to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to Amendment No. 2 to the Company’s Draft Registration Statement on Form 10, filed with the Commission on June 9, 2021 (the “Registration Statement”), contained in your letter dated July 1, 2021 (the “Comment Letter”).

We note that, in connection with this letter, we are submitting an amendment to the Registration Statement (“Amendment No. 3”) electronically via the EDGAR system on the date hereof.

For the Staff’s convenience, the text of the Staff’s comments are set forth in bold, followed by the Company’s responses. All page references in the responses set forth below refer to pages of Amendment No. 3.

Risk Factors – Risks Related to Our Common Stock

GXO’s amended and restated certificate of incorporation will contain an exclusive forum provision..., page 35

1.We note your response to comment 1. Please revise to disclose whether your provision applies to actions arising under the Exchange Act.

Response: In response to the Staff’s comment, pages 36-37 and 116-17 of Amendment No. 3 have been revised.

U.S. Securities and Exchange Commission

July 7, 2021

Page 2

If you have any questions regarding the Registration Statement or need any hard copies of the submission, please contact the undersigned at (212) 403-1122 or VSapezhnikov@wlrk.com, or my colleague Adam Emmerich at (212) 403-1234 or AOEmmerich@wlrk.com.

Sincerely,

/s/ Viktor Sapezhnikov

Viktor Sapezhnikov

cc: Karlis P. Kirsis, Senior Vice President and European Chief Legal Officer, XPO Logistics, Inc.

 Malcolm Wilson, Chief Executive Officer, GXO Logistics, Inc.

 Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
July 1, 2021
Malcolm Wilson
Chief Executive Officer
GXO Logistics, Inc.
Five American Lane
Greenwich, CT 6831
Re:GXO Logistics, Inc.
Form 10-12B
Filed June 9, 2021
File No. 001-40470
Dear Mr. Wilson :
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12B filed June 9, 2021
Exhibit 99.1
Risk Factors -- Risks Related to Our Common Stock
GXO's amended and restated certificate of incorporation will contain an exclusive forum
provision, page 35
1.We note your response to comment 1.  Please revise to disclose whether your provision
applies to actions arising under the Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMalcolm  Wilson
 Comapany NameGXO Logistics, Inc.
 July 1, 2021 Page 2
 FirstName LastName
Malcolm  Wilson
GXO Logistics, Inc.
July 1, 2021
Page 2
            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 Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Viktor Sapezhnikov

CORRESP
1
filename1.htm

Document

[Letterhead of Wachtell, Lipton, Rosen & Katz]

VIA EDGAR

June 9, 2021

Kevin Dougherty

Tim Levenberg

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: GXO Logistics, Inc.

 Amendment No. 1 to

 Draft Registration Statement on Form 10-12B

 Confidentially Submitted May 14, 2021

 CIK No. 0001852244

Dear Messrs. Dougherty and Levenberg:

On behalf of our client, GXO Logistics, Inc. (“GXO” or the “Company”), currently a wholly owned subsidiary of XPO Logistics, Inc. (“XPO”), this letter responds to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to Amendment No. 1 to the Company’s Draft Registration Statement on Form 10, confidentially submitted to the Commission on May 14, 2021 (the “Registration Statement”), contained in your letter dated May 26, 2021 (the “Comment Letter”).

We note that, in connection with this letter, we are submitting an amendment to the Registration Statement (“Amendment No. 2”) electronically via the EDGAR system on the date hereof.

For the Staff’s convenience, the text of the Staff’s comments are set forth in bold, followed by the Company’s responses. All page references in the responses set forth below refer to pages of Amendment No. 2.

Risks Related to Our Common Stock

GXO’s amended and restated certificate of incorporation will contain an exclusive forum provision..., page 35

1.You state that your forum selection provision will identify a Delaware state court (or, if no jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” You also state that the provision will apply to state and federal law claims, including claims under the federal securities laws, including the Securities Act and the Exchange Act. However, you revised corresponding disclosure under “Exclusive Forum” on page 113 such that it provides a different description regarding the provision. Please provide consistent disclosure as to whether the

U.S. Securities and Exchange Commission

June 9, 2021

Page 2

exclusive forum provision applies to actions arising under the Securities Act or Exchange Act. If it does, please state that there is uncertainty as to whether a court would enforce it. If it applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Response: In response to the Staff’s comment, pages 35-36 and 115-16 of Amendment No. 2 have been revised.

If you have any questions regarding the Registration Statement or need any hard copies of the

submission, please contact the undersigned at (212) 403-1122 or VSapezhnikov@wlrk.com, or

my colleague Adam Emmerich at (212) 403-1234 or AOEmmerich@wlrk.com.

Sincerely,

/s/ Viktor Sapezhnikov

Viktor Sapezhnikov

cc:  Karlis P. Kirsis, Senior Vice President and European Chief Legal Officer, XPO Logistics, Inc.

 Malcolm Wilson, Chief Executive Officer, GXO Logistics, Inc.

 Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

- 2 -

United States securities and exchange commission logo
May 26, 2021
Malcolm Wilson
Chief Executive Officer
GXO Logistics, Inc.
Five American Lane
Greenwich, CT 6831
Re:GXO Logistics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form 10-12B
Submitted May 14, 2021
CIK No. 0001852244
Dear Mr. Wilson :
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form 10
Risks Related to Our Common Stock
GXO's amended and restated certificate of incorporation will contain an exclusive forum
provision..., page 35
1.You state that your forum selection provision will identify a Delaware state court (or, if no
jurisdiction, the federal district court for the District of Delaware) as the exclusive forum
for certain litigation, including any “derivative action." You also state that the provision
will apply to state and federal law claims, including claims under the federal securities
laws, including the Securities Act and the Exchange Act. However, you revised
corresponding disclosure under "Exclusive Forum" on page 113 such that it provides a

 FirstName LastNameMalcolm  Wilson
 Comapany NameGXO Logistics, Inc.
 May 26, 2021 Page 2
 FirstName LastName
Malcolm  Wilson
GXO Logistics, Inc.
May 26, 2021
Page 2
different description regarding the provision. Please provide consistent disclosure as to
whether the exclusive forum provision applies to actions arising under the Securities Act
or Exchange Act. If it does, please state that there is uncertainty as to whether a court
would enforce it. If it applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
            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 Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Viktor Sapezhnikov

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

 FirstName LastNameMalcolm  Wilson
 Comapany NameGXO Logistics, Inc.
 April 15, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Viktor Sapezhnikov