XPO Logistics, Inc. ("XPO" or the "company") issued a press release on October 12, 2022 announcing that RXO, Inc. ("RXO"), a wholly owned subsidiary of XPO, has priced an offering of $355 million of notes due 2027 (the "notes"). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The notes will be issued by XPO's wholly owned subsidiary, XPO Escrow Sub, LLC, which will, substantially concurrently with or prior to the consummation of the spin-off of RXO into a separate publicly traded company, merge with and into RXO, as a result of which the notes will become the direct obligations of RXO. RXO intends to use the net proceeds from the sale of the notes to fund a cash distribution to XPO; to pay fees, costs and expenses incurred in connection with the spin-off, the notes offering and related transactions; and/or to provide working capital to RXO. The notes will be issued at an issue price of 98.962% of par.