XPO LOGISTICS, INC. (NYSE:XPO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March10, 2017, XPO Logistics, Inc. (XPO) entered into a
Refinancing Amendment (Amendment No.2 to Credit Agreement) (the
Amendment), by and among XPO, its subsidiaries signatory thereto,
as guarantors, the lenders party thereto and Morgan Stanley
Senior Funding, Inc., in its capacity as administrative agent
(the Administrative Agent), amending that certain Senior Secured
Term Loan Credit Agreement, dated as of October 30, 2015 (as
amended, amended and restated, supplemented or otherwise modified
prior to the date hereof, including by that certain Incremental
and Refinancing Amendment (Amendment No.1 to Credit Agreement),
dated as of August25, 2016, the Term Loan Credit Agreement), by
and among XPO, its subsidiaries from time to time party thereto,
as guarantors, the lenders from time to time party thereto and
the Administrative Agent.

to the Amendment, the outstanding $1,481,895,000 principal amount
of term loans under the Term Loan Credit Agreement (the Existing
Term Loans) were replaced with $1,494,000,000 in aggregate
principal amount of new term loans (the New Term Loans) having
substantially similar terms as the Existing Term Loans, other
than with respect to the applicable interest rate and prepayment
premiums in respect of certain voluntary prepayments. Proceeds
from the New Term Loans were used primarily to refinance the
Existing Term Loans and to pay interest, fees and expenses in
connection therewith, and up to $1,500,000 may be used for
general corporate purposes.

The interest rate margin applicable to the New Term Loans was
reduced from 2.25% to 1.25%, in the case of base rate loans, and
from 3.25% to 2.25%, in the case of LIBOR loans and the LIBOR
floor was reduced from 1.0% to 0%, resulting in a reduction of
XPOs cash interest expense in respect of loans outstanding under
the Term Loan Credit Agreement of approximately $15million per
year. The New Term Loans will mature on October30, 2021.

Wachtell, Lipton, Rosen Katz acted as legal advisor to XPO in
connection with the refinancing transactions described herein.

The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated into this Item 1.01 by reference.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.

(d)Exhibits

Forward-looking Statements

This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. In some cases, forward-looking
statements can be identified by the use of forward-looking terms
such as anticipate, estimate, believe, continue, could, intend,
may, plan, potential, predict, should, will, expect, objective,
projection, forecast, goal, guidance, outlook, effort, target 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 us in light of our
experience and our perception of historical trends, current
conditions and expected future developments, as well as other
factors we believe 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 U.S. Securities and Exchange Commission
and the following: 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; our substantial indebtedness; our
ability to raise debt and equity capital; our ability to maintain
positive relationships with our network of third-party
transportation providers; our ability to attract and retain
qualified drivers; litigation, including litigation related to
alleged misclassification of independent contractors; 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; risks
associated with our self-insured claims; risks associated with
defined benefit plans for our current and former employees;
fluctuations in currency exchange rates; fluctuations in fixed
and floating interest rates; our ability to execute our growth
strategy through acquisitions; fuel price and fuel surcharge
changes; issues related to our intellectual property rights;
governmental regulation, including trade compliance laws; and
governmental or political actions, including the United Kingdoms
likely exit from the European Union. All forward-looking
statements set forth in this document 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 document
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.

About XPO LOGISTICS, INC. (NYSE:XPO)

XPO Logistics, Inc. is a transportation and logistics company. The Company provides supply chain solutions. The Company operates in two segments: Transportation and Logistics. In the Transportation segment, it provides multiple services to facilitate the movement of raw materials, parts and finished goods. Its transportation services include freight brokerage, last mile, expedite, intermodal, less-than-truckload (LTL), full truckload and global forwarding services. Freight brokerage, last mile, expedite and global forwarding are all non-asset or asset-light businesses. LTL and full truckload are asset-based. In Logistics segment, it provides a range of contract logistics services, including highly engineered and customized solutions, e-commerce fulfillment and reverse logistics, as well as warehousing and distribution solutions, such as factory support, aftermarket support, integrated manufacturing, packaging, labeling, distribution and transportation.

XPO LOGISTICS, INC. (NYSE:XPO) Recent Trading Information

XPO LOGISTICS, INC. (NYSE:XPO) closed its last trading session up +0.30 at 50.35 with 928,607 shares trading hands.