 Management Presentation November 2012 Exhibit 99.2 |
 2 Disclaimer This presentation contains, and XPO Logistics, Inc. (the “Company”) may from time to time make, written or oral “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 facts, made in this presentation that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations and other such matters, are forward-looking statements. These 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 it believes are appropriate in the circumstances. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terms. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Factors that could adversely affect actual results and performance include, among others, economic conditions generally; competition; the Company’s ability to find suitable acquisition candidates and execute its acquisition strategy; the Company’s ability to raise capital; the Company’s ability to attract and retain key employees to execute its growth strategy; the Company’s ability to develop and implement a suitable information technology system; the Company’s ability to maintain positive relationships with its network of third-party transportation providers; litigation; and governmental regulation. Additional factors that could cause actual results to differ materially from those projected in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). This presentation should be read in conjunction with the Company’s filings with the SEC, which are available to the public over the Internet at www.sec.gov and the Company’s website www.xpologistics.com. All forward-looking statements made in this presentation speak only as of the date of this presentation. All forward-looking statements made in this presentation are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligation to update any such forward-looking statements. |
 3 The XPO Growth Strategy Build a multi-billion dollar, non-asset based, third party logistics business Primary focus on truck brokerage Execute selective acquisitions and cold-starts Scale up operations company-wide Apply best practices with highly skilled management team Disciplined focus on creating shareholder value |
 4 Founded and led four highly successful companies Amerex Oil Associates: Built one of world’s largest oil brokerage firms Hamilton Resources: Grew global oil trading company to ~$1 billion United Waste: Created fifth largest solid waste business in North America United Rentals: Built world’s largest equipment rental company United Waste stock outperformed S&P 500 by 5.6x from 1992 to 1997 United Rentals stock outperformed S&P 500 by 2.2x from 1997 to 2007 CEO Bradley S. Jacobs |
 5 A Large Market Opportunity Sources: American Trucking Association, Armstrong & Associates, EVE Partners LLC Worldwide logistics: >$3 trillion U.S. logistics: >$1 trillion U.S. trucking: ~$350 billion U.S. truck brokerage ~$50 billion |
 6 Long-term outsourcing trend Brokers add efficiency to both shippers and carriers – Shippers gain access to thousands of carriers – Carriers gain access to millions of loads 85% of shipments are not presently handled by brokers $300 billion untapped opportunity Sources: American Trucking Association, Armstrong & Associates 15% penetration is likely to increase Truck Brokerage Growing at 2x to 3x GDP |
 7 More than 10,000 licensed brokers in the U.S. Only about 25 brokers with more than $200 million in revenue Large potential acquisition universe Lack of working capital can motivate sellers Brokerage Is a Highly Fragmented Market Sources: Armstrong & Associates |
 8 Capitalize on attractive acquisition universe – Focus primarily on truck brokers Rapidly scale acquired companies – Provide access to centralized carrier capacity in Charlotte – Move onto technology platform – Aggressively expand sales force Benefit from added carriers, customers and lane histories with each acquisition Acquisition and Optimization Strategy |
 9 28-year-old business, acquired in October 2012 Operations in Gainesville (Georgia), Reno, Chicago and Dallas $124 million in annual brokerage revenue Highly scalable – Talented management team – Well-positioned geographically for hiring salespeople – Strong customer and carrier relationships – Attractive end markets Acquired Turbo Logistics |
 10 20-year-old business, acquired in August 2012 Highly scalable operations in Toronto, Montreal, Vancouver and Cleveland $100 million in annual brokerage revenue Strong base of over 1,000 customers Significant synergies with XPO Acquired Kelron Logistics |
 11 32-year-old business, acquired in May 2012 Operations in South Carolina, North Carolina, Texas and Florida $22 million in annual brokerage revenue Highly scalable; plan to triple in size Completed integration in 90 days Acquired Continental Freight Services |
 12 Truck brokerage cold-start plan ahead of schedule – Q4 2011: Phoenix – Q2 2012: Ann Arbor and Dallas – Q3 2012: Chicago, Jacksonville, Montgomery and Tri-State (Morris County, NJ) – Q4 2012: Charlotte Led by industry veterans with strong track records Open additional locations over the next several years South Bend operation – good example of cold-start opportunity Cold-starts Are High Return Opportunities |
 13 Provides carrier procurement and shared services Expand carrier procurement team to 100 people by December Cover freight more efficiently Enable sales offices to focus on new business National Operations Center in Charlotte |
 14 Differentiate XPO through superior technology Purchase transportation more efficiently as data pool grows Rolled out first phase of platform in March 2012 Added pricing tools in July 2012 Currently beta testing enhanced pricing and truck-finding tools Scalable Technology Platform Source: Company data |
 15 Highly Skilled Management Team Partial list below NCR, Avery Dennison, Arrow Electronics AutoNation, Skadden Arps Oakleaf Waste Management Echo Global Logistics Union Pacific, Odyssey Logistics United Rentals, United Waste Compass Group Goldman Sachs, UBS, JPMorgan Chase C.H. Robinson, Knight Brokerage Stifel Nicolaus, Alex. Brown C.H. Robinson, American Backhaulers Sean Fernandez Chief Operating Officer Gordon Devens General Counsel Mario Harik Chief Information Officer David Rowe Chief Technology Officer Lou Amo VP, Carrier Procurement Troy Cooper SVP, Finance John Tuomala VP, Talent Management Scott Malat Chief Strategy Officer Greg Ritter SVP, Brokerage Operations John Hardig Chief Financial Officer Marie Fields Director of Training The full management team can be found on www.xpologistics.com |
 Freight Forwarding Optimize Existing Operations Non-asset based premium freight brokerage services Truck Brokerage Expedited Transportation Non-asset based expedited service provider through Express-1, Inc. Non-asset based ground, air and ocean freight forwarding service through Concert Group Logistics, Inc. 16 |
 17 Top 5 provider of domestic expedite Grow business in attractive sectors – Cross-border Mexico – Temperature-controlled – Defense Opened new hub in Birmingham in August 2012 – Positioned for shift in manufacturing to the southeast Synergies with Turbo Division Expedited Transportation Source: Company data |
 18 Currently a $65 million player in a $150 billion market Significant opportunity to grow market share Added locations in Los Angeles, Houston, Kansas City, Charlotte, Atlanta and Newark in 2012 – Currently 28 locations Plan to build footprint to 35 locations over two years Freight Forwarding Source: Company data |
 19 Financial Overview |
 20 2011 revenue: $177 million Approaching a $500 million annual revenue run rate Approximately $265 million cash as of October 31, 2012 Marketing new accounts receivable facility Key Financial Statistics |
 21 Equity ownership aligns management team with shareholders Management and directors own 54% of the company (1) Incentivized Management Common Stock Equivalent Capitalization (as of 9/30/12) Common Shares 17.9 million Preferred Shares 10.7 million Warrants (Strike Price $7 per share) 10.7 million (5.5 million dilutive) (2) Convertible senior notes 8.7 million shares (3) Stock options and RSUs 0.6 million shares dilutive (4) Fully Diluted Shares Outstanding 43.4 million shares (1) Based on SEC beneficial ownership calculation (2) Dilutive effect of warrants calculated using treasury method (avg. market close price of $14.43 for Q3 2012); total warrant proceeds of $75 million (3) Assumes conversion in full of $143.75 million in aggregate principal amount of convertible senior notes issued in September and October 2012 (4) Dilutive effect of Q3 2012 weighted average outstanding RSUs and stock options calculated using treasury method (avg. market close price of $14.43 for Q3 2012) |
 Conclusion |
 23 Large, growing, fragmented industry Significant potential for value creation through cold-starts Strong pipeline of acquisition targets Resources to scale up acquired and existing operations Highly experienced management team aligned with shareholder interests Summary of Opportunities |