Exhibit 99.1
Exhibit 99.2
Management Presentation
February 2013
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.
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
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
Truck Brokerage Growing at 2x to 3x GDP
Sources: American Trucking Association, Armstrong & Associates
We expect 15% penetration to increase
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
The XPO Growth Strategy
On track or ahead of plan with all parts of the strategy
Build a multi-billion dollar, non-asset, 3PL business in truck
brokerage, expedited and freight forwarding
Significantly scale up and optimize operations
Acquire attractive companies that are highly scalable
Open cold-starts in prime recruitment areas
Major Accomplishments in 14 Months
Grew footprint to 59 sales offices
Opened 17 cold-starts, eight of them in truck brokerage
Completed five strategic acquisitions
Increased headcount from 208 to over 900
Built up national operations center to 202 employees,
including 124 in carrier procurement
Major Accomplishments in 14 Months
Foundation in place for a much larger company
Implemented leading edge training programs
Introduced scalable IT platform and two major upgrades
Established national accounts program
Raised $289 million in common stock and convertible debt
Dynamic team culture, hungry for growth
Rapidly expand sales force with aggressive recruiting and
on-boarding, including off-site training
Identify branches capable of mega-growth:
Charlotte, led by Drew Wilkerson
Chicago, led by Abtin Hamidi
Gainesville, led by David Coker and Jeff Battle
Drive operational efficiency through shared services
Accelerate sales and marketing
Strategy Part One: Scale and Optimization
Customers Will Drive Growth
$50 billion addressable market and growing
Acquisitions accelerate customer diversification
Retail, commercial, manufacturing, industrial, life sciences,
government-related
Tier one customer relationships in place
Cold-starts build primarily with small to mid-size accounts
Cross-sell to new and existing customers
Source: EVE Partners LLC
Differentiate XPO through superior technology
Purchase transportation more efficiently as data pool grows
Introduced pricing tools in Q3 2012
Added truck-finding and advanced pricing tools in Q4 2012
with introduction of proprietary freight optimizer software
Planned for 2013: LTL, new carrier algorithms, enhanced
customer and carrier portals
Scalable Technology Platform
Capitalize on attractive acquisition universe
Primarily truck brokerage and expedite
Aggressive sales force expansion
Connect to entire organization via XPO technology
Draw on shared carrier capacity
Cross-sell services company-wide
Gain carriers, customers, lane and pricing histories with
each acquisition
Strategy Part Two: Acquisitions
Non-asset logistics provider of expedited air charter
brokerage, North Carolina
16-year-old business, acquired in February 2013
2012 revenue of $43 million
Proprietary technology in place
Long-time partner to our expedite division
Responds to expedite customer demand for air charter
Now selling air charter brokerage across all XPO divisions
Acquired East Coast Air Charter
Top 5 provider of domestic expedite services
Hub in Birmingham positioned for southeast manufacturers
Under contract with fleet owners for more than 400 trucks
Critically important service to customers, earns loyalty and
repeat business
Expedite-friendly sectors have high potential: cross-border
Mexico, life sciences, government-related
Expedited Division Strengths
28-year-old business, acquired in October 2012
Operated in Gainesville (Georgia), Reno, Chicago and Dallas
$124 million in annual brokerage revenue
Specializes in tier one customers
Completed integration in 90 days, moved to XPO IT platform
Growing quickly, led by industry veterans
Acquired Turbo Logistics
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, mostly tier one
Extensive carrier and lane histories made available to all
brokerage branches
Similar synergy with CFS and BirdDog acquisitions
Acquired Kelron Logistics
Opened 17 cold-starts to date
Eight in truck brokerage, three more than planned
Eight in freight forwarding
One in expedite
Open branches with strong leaders from the industry
Position in prime recruitment areas
Scale up rapidly by adding salespeople
Strategy Part Three: Cold-starts
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
Highly Skilled Management Team Partial list below
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, Operations
John Tuomala
VP, Talent Management
Scott Malat
Chief Strategy Officer
Greg Ritter
SVP, Strategic Accounts
John Hardig
Chief Financial Officer
Marie Fields
Director of Training
The full management team can be found on www.xpologistics.com
Financial Overview
2011 revenue of $177 million
Currently on a $500 million annual revenue run rate
Q3 2012 total revenue: $71 million* – up 49.8% YOY
Freight brokerage: $32.2 million – up 290%
Expedited transportation: $23.8 million – up 1.4%
Freight forwarding: $17.3 million – up 2.3%
Approximately $250 million cash as of February 1, 2013
Key Financial Statistics
* Net of intercompany eliminations
Equity ownership aligns management team with shareholders
Management and directors own 54% of the company (1)
Incentivized Management
Common Stock Equivalent Capitalization (as of 12/31/12) Common Stock Equivalent Capitalization (as of 12/31/12)
Common Shares 17.7 million
Preferred Shares 10.5 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 0.7 million shares dilutive (4)
Fully Diluted Shares Outstanding 43.1 million shares
Based on SEC beneficial ownership calculation
Dilutive effect of warrants calculated using treasury method (avg. market close price of $14.52 for Q4 2012); total warrant proceeds of $75 million
Assumes conversion in full of $143.75 million in aggregate principal amount of convertible senior notes issued in September and October 2012
Dilutive effect of Q4 2012 weighted average outstanding RSUs and stock options calculated using treasury method (avg. market close price of $14.52 for Q4 2012)
Conclusion
Large, growing, fragmented industry
Intend to acquire at least $250 million revenues in 2013
Significant growth potential through cold-starts
Well-defined process to scale up operations
Highly skilled management team
High employee morale due to growth initiatives and culture
99% of market available to XPO for penetration
Strong Fundamentals for Value Creation
