XPO Logistics (XPO) 8-K Regulation FD Disclosure

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