 Management Presentation November 2013 Exhibit 99.1 |
 2 Disclaimer This presentation 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, including, without limitation, our 2013 outlook with respect to annual revenue and fourth quarter 2013 EBITDA, and 2017 targets for EBITDA and revenue. 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, but are not limited to, those discussed in our filings with the SEC and the following: economic conditions generally; competition; our ability to find suitable acquisition candidates and execute our acquisition strategy; our ability to raise debt and equity capital; our ability to attract and retain key employees to execute our growth strategy; litigation, including litigation related to misclassification of independent contractors; our ability to develop and implement a suitable information technology system; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to retain our largest customers; our ability to successfully integrate acquired businesses; and governmental regulation. All forward-looking statements set forth in this presentation 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 presentation 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, including our 2013 outlook, except to the extent required by law. |
 3 Clearly Defined Strategy for Value Creation Significantly scale up and optimize existing operations Acquire companies that bring value and are highly scalable Open cold-starts where sales recruitment can drive revenue We’re on track or ahead of plan with every leg of our strategy to achieve $5 billion of revenue in 2017 |
 4 Completed eight strategic acquisitions and opened 20 cold-starts in two years Created leading edge recruiting and training programs Introduced scalable IT platform Established national operations centers in Atlanta, Charlotte and Chicago Raised $543 million in common stock and convertible debt offerings, and entered into a $125 million ABL facility Stratified customers, assigned a single point of contact to each Disciplined focus on operational excellence Precise Execution of Growth Plan |
 5 One of the Fastest Growing 3PLs Broad and expanding service offering in North America 4th largest truck brokerage firm – Up from 17th largest in 2012, unranked in 2011 Top 5 ground expediter, with integrated air charter capabilities #1 heavy goods, white glove provider of last-mile logistics International and domestic freight forwarder Growing presence in LTL and intermodal Relentless focus on world-class customer service |
 6 U.S. logistics is more than $1 trillion annual spend Over-the-road trucking is $350 billion Penetration rate estimated at 15% (approximately $50 billion) – 85% of shipments are not presently handled by brokers Brokers add efficiency to both shippers and carriers – Shippers gain access to thousands of carriers, carriers gain access to millions of loads Highly fragmented: more than 10,000 licensed brokers in the U.S. – Only about 25 brokers with more than $200 million in revenue Strong Industry Fundamentals Sources: American Trucking Association, Armstrong & Associates |
 7 Massive Commitment to Shipper Satisfaction Built integrated network across North America in two years 1,950 employees at 89 locations in the U.S. and Canada 9,500 customers in the manufacturing, industrial, retail, food and beverage, commercial, life sciences and government sectors Over 23,000 active, vetted carriers, and more than 400 trucks driving under our authority Constantly investing in growing capacity, technology, sales staff, procurement staff and training Our broad footprint provides customers with local support across North America |
 8 We Excel at Managing Scale and Change We currently manage 17,700 deliveries a day with an intense focus on on-time pickup and delivery, and safety We serve some of the most demanding shipper needs in North America, including expedite and white glove last-mile We’ve grown by almost $1 billion in the last two years and successfully integrated numerous operations In two years, we’ve hired, recruited and integrated 90% of our total workforce – over 1,750 employees, including many with decades of industry experience |
 9 Rapidly grow sales force with aggressive recruiting and training Expand branches capable of mega-growth – Charlotte, North Carolina – Chicago, Illinois – Gainesville, Georgia – Salt Lake City, Utah Drive operational efficiency through shared services Strategy Part 1: Scale and Optimization |
 10 Accelerate Sales and Marketing Differentiate XPO by providing world-class customer service Single point of contact for each customer – Strategic accounts team marketing to largest 1,200 shippers – National accounts team focused on next largest 5,000 companies – Branch network expands our reach to hundreds of thousands of small and medium-sized shippers Capitalize on significant less-than-truckload (LTL) opportunity Cross-sell all services to new and existing customers |
 11 One common platform for freight brokerage rolled out in all acquired companies Purchase transportation more efficiently as data pool grows Proprietary freight optimizer tools for pricing and load-covering put in place in 2012 Enhancements delivered to date include carrier rating engine and LTL upgrades, and new customer and carrier portals Scalable Technology Platform |
 12 Increasing Productivity through Technology Highly scalable load execution and tendering via automated load-to-carrier matching Dynamic load optimization on a transactional basis between full truckload, less-than-truckload, partials and intermodal Ability to automatically cover, execute and tender loads in a short timeframe Customer-specific business rules to manage carrier routing and assignment, and operational execution |
 13 Enhanced TMS Services Our operating system can customize customer-specific tariffs and routing guides We can integrate an ERP system, warehouse management system or supply chain management system with XPO via electronic data interchange or web services Large customers can leverage our technology, buying power, automated load execution platform, freight audit and bill pay services through the customer portal Carriers can be monitored with detailed scorecards |
 14 Acquire attractive, highly scalable companies Gain capabilities, customers, carriers, lane and pricing histories with each acquisition Continue to grow carrier network, currently at 23,000+ Eight acquisitions to date have added capabilities in LTL, last-mile, refrigerated and air charter 3PD, Turbo, Kelron and Covered brought strong relationships with Fortune 500 customers Strategy Part 2: Acquisitions |
 15 Hire strong industry veterans as branch presidents Position in prime recruitment areas Rapidly scale up by adding salespeople Low capital investment can deliver outsized returns Opened 20 cold-starts to date – 9 in freight brokerage, 10 in freight forwarding, one in expedited – Brokerage cold-starts on a combined annual revenue run rate of over $120 million Strategy Part 3: Cold-starts |
 16 Founded and led four highly successful companies, including world-class public corporations 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 5th 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 |
 17 Highly Skilled Management Team Partial list NCR, Avery Dennison, Arrow Electronics AutoNation, Skadden Arps Oakleaf Waste Management Echo Global Logistics Electrolux, Union Pacific, Odyssey Logistics United Rentals, United Waste 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 Dave Rowe Chief Technology Officer Lou Amo VP, Carrier Procurement Troy Cooper SVP, Operations 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 EVE Partners Tom Connolly SVP, Acquisitions |
 18 Deep Bench of Industry Experience Selected examples C.H. Robinson Crowley Maritime, Coyote Logistics England Logistics, Freightquote C.H. Robinson C.H. Robinson C.H. Robinson AFN, CEVA Logistics Ryder Supply Chain Solutions, BAX Global OHL, Schneider National Livingston International, Echo Global Logistics Jake Schnell Sr. Operational Process and Integration Manager Kip Douglass Regional Vice President Joe Stevens Branch President, Houston Patrick Maguire Branch President, Montgomery Brandon Arnold Carrier Procurement and Operations Manager Drew Wilkerson Branch President, Charlotte Evan Laskaris Director of Operations Greg Tallant National Account Manager Jenna Sargent Regional Sales and Operation Manager Andrew Armstrong Sales and Operations Manager AFN, Ryder Integrated Logistics Doug George Branch President, Dallas |
 19 2011 revenue of $177 million Currently approximately $940 million annual revenue run rate 42% YOY organic revenue growth company-wide in Q3 – Freight brokerage organic growth – up 146.1% Q3 2013 total revenue: $194.0 million (1) – up 173.3% YOY – Freight brokerage: $152.6 million – up 374.4% – Expedited transportation: $25.1 million – up 5.7% – Freight forwarding: $19.1 million – up 10.5% Key Financial Statistics (1) Net of intercompany eliminations Source: Company data |
 20 2013 outlook – EBITDA-positive in Q4 – $1 billion annual revenue run rate by December 31 2017 targets – $300 million of EBITDA – $5 billion of revenue (1) Financial Goalposts (1) Includes $1.5 to $2.0 billion of acquired revenue Source: Company data |
 21 Incentivized XPO Management Equity ownership aligns management team with shareholders Management and directors own approx. 41% of the company (1) (1) Based on SEC beneficial ownership calculation as of September 30, 2013 (2) Dilutive effect of warrants calculated using treasury method (avg. market close price of $22.31 for Q3 2013); 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) As of September 30, 2013, dilutive effect of Q3 2013 weighted average outstanding RSUs and stock options calculated using treasury method (avg. market close price of $22.31 for Q3 2013) Common Stock Equivalent Capitalization as of 9/30/13 Common Shares 29.9 million Preferred Shares 10.6 million Warrants (Strike Price $7 per share) 10.7 million (7.3 million dilutive) (2) Convertible Senior Notes 8.7 million shares (3) Stock Options and RSUs 1.3 million shares dilutive (4) Fully Diluted Shares Outstanding 57.9 million shares |
 22 Large, growing, fragmented logistics industry Well-defined process to scale up operations Robust acquisition pipeline Strong organic growth, including cold-starts Highly skilled management team incentivized to create shareholder value Passionate, world-class culture of customer service Clear Path for Significant Value Creation |