 Investor Presentation September 2014 Exhibit 99.1 |
 2 Forward-Looking Statements Disclaimer This document 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 the company’s full year 2014 and full year 2017 financial targets. 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 those discussed in XPO’s filings with the SEC and the following: economic conditions generally; competition; XPO’s ability to find suitable acquisition candidates and execute its acquisition strategy; the expected impact of acquisitions, including the expected impact on XPO's results of operations; the ability to realize anticipated synergies and cost savings with respect to acquired companies; XPO’s ability to raise debt and equity capital; XPO’s ability to attract and retain key employees to execute its growth strategy, including acquired companies’ management teams; litigation, including litigation related to alleged misclassification of independent contractors; the ability to develop and implement a suitable information technology system; the ability to maintain positive relationships with XPO’s networks of third-party transportation providers; the ability to retain XPO’s and acquired companies’ largest customers; XPO’s ability to successfully integrate acquired businesses; rail and other network changes; weather and other service disruptions; and governmental regulation. All forward-looking statements set forth in this document are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, XPO or its businesses or operations. Forward-looking statements set forth in this document speak only as of the date hereof, and XPO undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events except to the extent required by law. |
 3 One of the Largest 3PLs in North America We facilitate over 31,000 deliveries per day #4 freight brokerage firm and Top 50 logistics company #3 provider of intermodal services #1 provider of cross-border Mexico intermodal #1 manager of expedited shipments #1 provider of last-mile logistics for heavy goods Leading provider of technology-enabled contract logistics Growing presence in freight forwarding, LTL and managed Sources for rankings: Transport Topics, Journal of Commerce and company data transportation |
 4 Clearly Defined Strategy for Value Creation Acquire companies that bring value and are highly scalable Significantly scale up and optimize existing operations Open cold-starts where sales recruitment can drive revenue We are ahead of plan in transforming XPO Logistics into a leading multi-modal supply chain provider |
 5 $700 Million Strategic Investment in XPO Three global institutions have invested a total of $700 million of equity to further XPO’s growth strategy – PSP Investments, one of Canada's largest pension investment managers – GIC of Singapore, the fourth largest sovereign fund in the world – Ontario Teachers’ Pension Plan, the largest single-profession plan in Canada Strong endorsement of XPO’s plan for value creation Capital primarily will be used to capitalize on acquisition pipeline Transaction completed September 17, 2014 |
 6 Targets raised in light of the $700 million investment Updated 2017 Full Year Targets $9 billion of revenue $575 million of EBITDA |
 7 Completed 13 strategic acquisitions and established 23 cold-starts in less than three years Created leading-edge recruiting and training programs Introduced scalable IT platform Added national operations centers for shared services, carrier procurement and last-mile operations Stratified customers, assigned a single point of contact to each Created a culture of passionate on-time performance Disciplined focus on operational excellence Precise Execution of Growth Plan |
 8 Strong Commitment to Shipper Satisfaction Integrated network with cross-company visibility 203 locations in the U.S., Canada, Mexico, Asia and Europe Approximately 10,400 employees More than 3,600 owner-operator trucks under contract for Relationships with an additional 27,000 vetted carriers Access to 60,000 miles of network rail routes drayage, expedited and last mile subsidiaries |
 9 Significant Growth Embedded in XPO’s Model Strategic accounts: market to large shippers Cold-starts: expand footprint in markets with best access to sales talent Scale and productivity: recruit sales reps and provide state- of-the-art training and IT Supply chain offering: build leadership positions in the fastest-growing areas of logistics Performance: become the logistics partner of choice by providing the most compelling multi-modal supply chain offering M&A program: focus on the top 100 pipeline prospects |
 10 Secular Trends Driving Industry Growth Growth in e-commerce retailing Outsourcing of logistics services and capacity Conversion from over-the-road to intermodal rail Near-shoring of manufacturing in Mexico Just-in-time lean production Driver shortage Automation of the transportation logistics process |
 11 Leading Positions in High-Growth Sectors Sources: Armstrong & Associates, Norbridge, Inc., EVE Partners LLC, FTR Associates, SJ Consulting Group, Inc., Bureau of Economic Analysis, US Department of Commerce Sector Market Size ($ billions) Projected Growth (x GDP) Growth Drivers Truck brokerage $50 2-3 times Outsourcing and technology Intermodal $15 3-5 times Long-haul rail efficiencies and near-sourcing of manufacturing in Mexico Heavy goods, last-mile $13 5-6 times Outsourcing and e-commerce |
 Major Coverage: U.S., Mexico and Canada Source: Company data Serving over Manufacturing Retail, E-commerce Commercial Life Sciences Food and Beverage Governmental 12 14,000 customers |
 13 Acquisition of New Breed Logistics Compelling reasons for the transaction Transformational for XPO’s scale and value proposition – Combined company of over 200 locations – Most differentiated supply chain offering for end-to-end solutions Capitalizes on trend toward outsourcing reverse logistics, transportation management, lean manufacturing and aftermarket support, and other contract logistics services Expected to create significant cross-selling opportunities with XPO strategic accounts, New Breed customers and their vendors Source: Company data |
 14 XPO Gains a Preeminent Platform for Growth Leads the most desirable sector of contract logistics Technology-enabled solutions for blue chip customers – Very stable relationships with low cyclicality – Top 10 customers have utilized New Breed for an average of 10 years Focuses on high-growth industries – Technology, telecom, e-commerce, aerospace and defense, medical equipment and select areas of manufacturing Operations are led by Louis DeJoy, New Breed’s visionary CEO Sources: Company data |
 15 New Breed’s Attractive Financial Model 16% revenue CAGR for the past 10 years 38% return on invested capital (FY 2013) (1) Approximately 99% contractual revenue renewal rate over the past three years Low capex requirements (4.2% of revenue in FY 2013) and largely devoted to IT development (1) Return on invested capital equals ongoing operations EBIT divided by the sum of net working capital and net PP&E Source: Company data |
 16 Industry-defining Technology Integration of proprietary IT will create strong differentiation – XPO NLM is the largest web-based manager of expedited shipments in North America – New Breed’s transportation management system uses sophisticated tools for dynamic freight optimization, routing guide management and carrier selection – New Breed acquisition has doubled XPO’s IT workforce to more than 600 Sources: Company data Combination of two robust managed transportation solutions |
 17 Details of the New Breed Transaction $615 million cash purchase price Adds approximately $597 million of revenue (trailing 12 months ended June 30, 2014) Multiple of approximately 8.0 times trailing 12 months adjusted EBITDA Financed with the proceeds from XPO’s August 2014 private placement of $500 million of senior notes and available cash on hand Transaction completed September 2, 2014 |
 18 $500 Million Senior Notes Issued August 2014 Proceeds used to finance the acquisition of New Breed 7.875% senior notes maturing September 1, 2019 High yield market could present attractive avenue for additional growth capital Additive to $415 million accounts receivable facility Long-term leverage targets: fully-drawn ABL plus 2x EBITDA – Callable at XPO’s option, September 2016 |
 19 Acquired ACL in July 2014 Compelling reasons for the transaction Non-asset, multi-regional, last mile logistics provider Moves high volumes of e-commerce purchases for mega-companies Adds approximately 160 employees, 14 locations and 650 contracted trucks to XPO Complementary delivery schedules allow XPO Last Mile to leverage combined capacity Pipeline still active for last mile acquisitions |
 20 Details of the ACL Transaction $36.5 million cash purchase price Adds approximately $63 million of revenue (trailing 12 months ended June 30, 2014) Multiple of approximately 5.9 times trailing 12 months adjusted EBITDA Transaction completed July 2014 |
 21 Acquired Pacer in March 2014 Gained instant scale in North American intermodal – Third largest provider of intermodal services – #1 provider of cross-border Mexico intermodal, with 30 years’ experience – Access to 60,000 miles of network rail routes – Decades-deep relationships with the railroads Added $980 million of revenue (FY 2013), 31 locations and approximately 800 employees Sources: SJ Consulting Group, Inc., Bureau of Economic Analysis, US Department of Commerce and company data |
 22 Major Intermodal Market Opportunity $15 billion sector in North America Sources: SJ Consulting Group, Inc., FTR Associates and company data – Growing at three to five times GDP One of the fastest-growing areas of transportation logistics Enables shippers to lower transportation costs for freight traveling 600 miles or more – Rail is more fuel-efficient than truckload for long haul – Intermodal can lower shipper’s cost by up to 20% |
 23 High-Growth Cross-Border Mexico Sector Near-shoring in Mexico – fast becoming the manufacturing country of choice – Competitively priced labor force versus China – Faster speed-to-market than overseas locales – Can be more cost effective than cross-border truckload – Growth driven by billions of dollars invested by major manufacturers, Mexican government and the rails Large opportunity to covert to intermodal: an estimated 2.8 million trucks move cross-border each year Sources: AlixPartners and company data |
 24 Integration of Intermodal Is Driving Results XPO now manages approximately 10% of all domestic intermodal loads in North America Stronger value proposition as a large, single-source supply chain partner with deep capacity Energetically cross-selling intermodal to XPO customer base, and selling full service range to intermodal customers Q2: intermodal revenue up 11.7% and volume up 7.5% YOY On track to realize $15 million of targeted cost synergies from integration Source: Company data |
 25 Rebranded as XPO Last Mile Largest provider of last-mile logistics for heavy goods home delivery in North America Facilitates approximately 7 million last-mile deliveries per year Leading, proprietary software for workflow and customer experience management Strong customer-centric culture built by experienced leaders who now run the business for XPO Acquired 3PD in August 2013 Source: Company data |
 26 XPO Last Mile serves one of the fastest-growing sectors of non-asset, third party logistics – Heavy goods home delivery growing at five to six times GDP – Strong tailwinds from e-commerce and outsourcing $13 billion market for heavy goods home deliveries – Only 30% currently going through 3PLs Highly fragmented with many small, regional providers Last Mile’s Exciting Market Potential Sources: Norbridge, Inc. and EVE Partners LLC |
 27 Capitalizing on major advantages of scale and growing – Cost efficiencies, productivity, access to trucks, rigorous quality control systems, expertise Acquired Optima Service Solutions in November 2013 – Highly scalable supplier, leading arranger of last mile installations of large appliances and electronics Acquisition of ACL brought deep relationships in retail e-commerce channels XPO Has a Strong Platform for Last Mile Source: Company data |
 28 Rebranded as XPO NLM #1 web-based expediter, made XPO the #1 manager of expedited shipments in North America Manages an annual run rate of more than three quarters of a billion dollars of gross transportation spend – Online auction system proprietary to XPO – Carriers bid on loads that are awarded electronically Benefits from trend toward just-in-time inventories, and supply chain disruptions Acquired NLM in December 2013 |
 29 Focused Sales and Marketing Effort Differentiate XPO by providing a passionate commitment to customer satisfaction across a range of services Single point of contact for each customer – Strategic accounts team marketing to largest 2,000 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 Capture more of the $32 billion less-than-truckload opportunity Sources: SJ Consulting Group, Inc., company data |
 30 One common IT platform for freight brokerage in all cold-starts and acquired companies Proprietary freight optimizer tools for pricing and load-covering put in place in 2012 Highly scalable load execution and tendering via automated load-to-carrier matching Total IT budget of more than $70 million for 2014 (1) Increasing Productivity through Technology (1) Includes full year IT budget for Pacer and excludes New Breed IT budget |
 31 23 cold-starts – 11 in freight brokerage, including Kansas City opened in March; 11 in freight forwarding; one in expedited Freight brokerage cold-starts on an annual revenue run rate of more than $220 million Up from $90 million 12 months ago Low capital investment can deliver outsized returns Hire strong industry veterans as branch presidents Position in prime recruitment areas and scale up Growth through Cold-starts |
 32 Founded and led four highly successful companies, including world-class public corporations United Rentals: Built world’s largest equipment rental company United Waste: Created 5th largest solid waste business in North America Hamilton Resources: Grew global oil trading company to ~$1 billion Amerex Oil Associates: Built one of world’s largest oil brokerage firms United Rentals stock outperformed S&P 500 by 2.2x from 1997 to 2007 United Waste stock outperformed S&P 500 by 5.6x from 1992 to 1997 CEO Bradley S. Jacobs |
 33 Highly Skilled Management Team Partial list The full management team can be found on www.xpologistics.com Troy Cooper Chief Operating Officer Paul Smith President, Intermodal division Karl Meyer Chief Executive Officer, XPO Last Mile Chris Healy President, Expedited Transportation John Hardig Chief Financial Officer Tom Connolly Senior Vice President, Acquisitions Dave Rowe Chief Technology Officer Mario Harik Chief Information Officer Julie Luna Chief Commercial Officer Scott Malat Chief Strategy Officer Gordon Devens General Counsel United Rentals, United Waste Pacer International Boyd Brothers, Caliber Logistics, Roberts Express Stifel Nicolaus, Alex. Brown EVE Partners Echo Global Logistics Oakleaf Waste Management AutoNation, Skadden Arps Goldman Sachs, UBS, JPMorgan Chase Pacer International, Union Pacific 3PD, Inc., Home Depot |
 34 Deep Bench of Industry Experience Partial list Lou Amo Vice President, Operational Initiatives Jake Schnell Sr. Operational Process and Integration Manager Jenna Sargent Regional Sales and Operation Manager Evan Laskaris Director of Operations, Chicago Bud Workmon President, XPO Last Mile Jim Commiskey Strategic Accounts Manager Greg Ritter Senior Vice President, Strategic Accounts Doug George Branch President, Dallas Will O’Shea Chief Sales and Marketing Officer, XPO Last Mile Andrew Armstrong Sales and Operations Manager Drew Wilkerson Branch President, Charlotte 3PD, Inc., Cardinal Logistics Electrolux, Union Pacific, Odyssey Logistics C.H. Robinson OHL, Schneider Logistics AFN, CEVA Logistics, Menlo Pacer International, UPS, Menlo Knight Brokerage, C.H. Robinson AFN, Ryder Integrated Logistics Livingston International, Echo Global Logistics C.H. Robinson 3PD, Inc., Ryder Integrated Logistics, Cardinal Logistics |
 35 Revenue trajectory – 2011 revenue of $177 million – Approximately $2.3 billion annual revenue run rate as of 6/30/14 (1) Q2 company-wide, 2014 vs. 2013 – Organic growth up 49% – Gross revenue up 324% – Net revenue up 530% Organic growth in freight brokerage up 67% Revenue and Margin Growth Gross Revenue ($ millions) +324% (1) Excludes beneficial impact of ACL and New Breed acquisitions Q2 ‘13 Q2 ‘14 $137 $581 |
 Key Financial Statistics Expedited Transportation Freight Brokerage Freight Forwarding Q2 Revenue Growth by Business Unit, 2014 vs. 2013 Revenue ($ millions) +417% +37% +180% 36 $26 $36 $19 $54 $493 $95 Q2 ’ 13 Q2 ’ 14 Q2 ’ 13 Q2 ’ 14 Q2 ’ 13 Q2 ’ 14 |
 First 30 Months of Growth Strategy 2012 2013 2014 Revenue ($ millions) 37 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 $45 $55 $71 $109 $114 $137 $194 $257 $282 $581 |
 38 As of December 31, 2014 Annual revenue run rate of at least $3 billion Annual EBITDA run rate of at least $150 million 2014 Financial Targets |
 39 Incentivized XPO Management Equity ownership aligns management team with shareholders Management and directors own approx. 22% of the company (1) Common Stock Equivalent Capitalization as of 9/17/14 Common Shares 76.6 million (2) Preferred Shares 10.5 million Warrants (Strike Price $7 per share) 10.6 million (8.7 million dilutive) (3) Convertible Senior Notes 7.3 million shares (4) Stock Options and RSUs 2.3 million shares dilutive (5) Fully Diluted Shares Outstanding 105.4 million shares (1) Based on SEC beneficial ownership calculation as of September 17, 2014; includes (i) 10.7 million shares issued pursuant to the September 2014 private placement (the “Private Placement”) and (ii) 12.1 million shares on a pro forma basis that are issuable upon conversion of preferred stock that was issued pursuant to the Private Placement (2) Includes the common shares described in clauses (i) and (ii) of note (1) above, assuming, on a pro forma basis, the conversion of preferred shares into common stock, which is subject to shareholder approval (3) Dilutive effect of warrants calculated using treasury method (using XPO closing price of $39.72 on September 17, 2014); total warrant proceeds of $74.0 million (4) Assumes conversion in full of $120.7 million in aggregate principal amount of outstanding 4.50% convertible senior notes due 2017 (5) Dilutive effect of outstanding RSUs and stock options calculated using treasury method (using XPO closing price of $39.72 on September 17, 2014) |
 40 Significant growth embedded in XPO’s business model Leading positions in fastest-growing areas of transportation Compelling value proposition as a multi-modal, single-source provider Passionate culture of on-time performance and productivity Top management talent with skills that uniquely fit XPO’s growth strategy Clear Path for Significant Value Creation |
 41 Additional Information about the Investment XPO will file a proxy statement and other documents relating to the securities issued pursuant to the Investment Agreement, dated as of September 11, 2014, by and among XPO and the Purchasers named therein (the “Investment”) with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE INVESTMENT. Investors and security holders may obtain these documents free of charge at the SEC’s website at www.sec.gov. You may also obtain these documents free of charge at www.xpo.com. You may also read and copy any reports, statements and other information filed by XPO with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Participants in Solicitation XPO and its executive officers and directors may be deemed to be participants in the solicitation of proxies from XPO shareholders with respect to the Investment. Information about XPO’s executive officers and directors is available in XPO’s proxy statement on Schedule 14A for its 2014 annual meeting of shareholders, filed with the SEC on April 25, 2014. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of XPO and its executive officers and directors in the Investment by reading the proxy statement regarding the Investment when it becomes available. Copies of these documents may be obtained, free of charge, as described above. This document shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. |