EX-99.2 3 d484442dex992.htm EX-99.2

XPO Investor Presentation November 2017 Exhibit 99.2

Disclaimers Non-GAAP Financial Measures This document contains certain non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission ("SEC"), including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA for the three and nine-month periods ended September 30, 2016, and September 30, 2017, on a consolidated basis; free cash flow for the three and nine-month periods ended September 30, 2016 and September 30, 2017; adjusted net income attributable to common shareholders and adjusted earnings per share (basic and diluted) (“adjusted EPS”) for the three and nine-month periods ended September 30, 2016, and September 30, 2017; and adjusted operating income for our North American less-than-truckload business for the three and nine-month periods ended September 30, 2016 and September 30, 2017. We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. In particular, adjusted EBITDA, adjusted net income and adjusted EPS include adjustments for acquisition costs and related integration, transformation and rebranding initiatives as well as other adjustments that management has determined are not reflective of its business segments’ core operating activities. Transaction and integration adjustments are generally incremental costs that result from an acquisition and include transaction costs, restructuring costs, acquisition and integration consulting fees, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Rebranding adjustments relate primarily to the rebranding of the XPO Logistics name on our truck fleet and buildings. These adjustments are consistent with how management views our businesses. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance. We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We believe that EBITDA and adjusted EBITDA improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of normalized operating activities. We believe that adjusted net income attributable to common shareholders and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities. We believe that adjusted operating income for our North American less-than-truckload business improves the comparability of our operating results from period to period by removing the impact of certain transaction, integration and rebranding costs and amortization and depreciation expenses incurred in the reporting period as set out in the attached tables. Other companies may calculate EBITDA and adjusted EBITDA differently, and therefore our measure may not be comparable to similarly titled measures of other companies. Free cash flow, EBITDA, adjusted EBITDA, adjusted net income attributable to common shareholders, adjusted EPS and adjusted operating income for our North American less-than-truckload business are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as an alternative to revenue, net income, operating income for our North American less-than-truckload business, cash flows provided (used) by operating activities and other measures determined in accordance with GAAP. Items excluded from EBITDA and adjusted EBITDA are significant and necessary components of the operations of our business, and, therefore, EBITDA and adjusted EBITDA should only be used as a supplemental measure of our operating performance. As required by SEC rules, we provide reconciliations of these historical measures to the most directly comparable measure under United States generally accepted accounting principles ("GAAP"), which are set forth in the financial tables attached to this document. With respect to our 2017 and 2018 financial targets of adjusted EBITDA and our 2017 and 2017-2018 cumulative targets for free cash flow, each of which is a non-GAAP measure, a reconciliation of the non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described below that we exclude from the non-GAAP target measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP that would be required to produce such a reconciliation. Forward-looking Statements 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 our 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," “trajectory” 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 the risks discussed in our filings with the SEC and the following: economic conditions generally; competition and pricing pressures; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our substantial indebtedness; our ability to raise debt and equity capital; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; litigation, including litigation related to alleged misclassification of independent contractors; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; our ability to execute our growth strategy through acquisitions; fuel price and fuel surcharge changes; issues related to our intellectual property rights; governmental regulation, including trade compliance laws; and governmental or political actions, including the United Kingdom's likely exit from the European Union. 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 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 document 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, except to the extent required by law. Investor Presentation November 2017

Key Factors Driving High Growth and Returns Solid organic revenue growth supported by numerous tailwinds Leadership positions in fast-growing areas of transportation and logistics $1 trillion addressable opportunity, of which we hold less than 1.5% market share Strong presence in high-growth e-commerce sector Cutting-edge technology differentiates XPO Numerous company-specific margin improvement initiatives Low maintenance capex requirements Organizational track record of creating value through M&A integrations World-class operators who are laser-focused on driving results Investor Presentation November 2017 Fortune 500 ranked XPO the fastest-growing transportation company Forbes named XPO the top-performing U.S. company its the Global 2000 list, and one of America's best employers

63% of Revenue Truckload, Brokerage and Expedite Less-Than-Truckload Last Mile Intermodal and Drayage Global Forwarding LOGISTICS Warehousing with High-Value-Add Services TRANSPORTATION Moving Freight Using Optimal Modes 37% of Revenue E-Commerce and Omnichannel Fulfillment Customized Warehousing and Distribution Returns Management (Reverse Logistics) Supply Chain Optimization Managed Transportation 65% of Fortune 100 companies trust XPO with their business Top 10 Global Provider of Supply Chain Services We use our highly integrated network of people, technology and assets to help customers manage their goods more efficiently throughout their supply chains Investor Presentation November 2017

By Country of Operation By Customer Vertical Global Scale with Well-Diversified Business Mix Customers Over 50,000 Employees 91,000 Locations 1,444 Countries of Operation 32 Contract Logistics Facilities 166 million sq. feet (15.4 million sq. meters) Key Metrics Gross Revenue Profile Investor Presentation November 2017 Note: Gross revenue profile reflects FY2016 total revenue, excluding North American truckload business divested in 2016

Optimal Network Mix Creates Value Ground transportation assets: 16,000 owned tractors; 39,000 trailers; 10,000 53-ft. intermodal boxes; and 5,200 chassis Non-asset transportation network: 11,000 trucks contracted via independent owner-operators; and more than 1 million brokered trucks Facility assets: 440 cross-docks; and 767 contract logistics facilities Investor Presentation November 2017 Note: Revenue mix for FY 2016, excluding divested North American truckload unit Attractive Revenue Mix Asset-Light (68%) Asset-Based (32%) Global network with optimal mix of non-asset and asset capabilities enhances customer service while generating high returns for shareholders

Investor Presentation November 2017 XPO Leads the Industry in Rapid Technology Development Leading-edge software driven by $425 million of annual technology spend Global technology team of over 1,600 professionals, including over 100 data scientists Cloud-based platform supports agile product development XPO’s ongoing innovations include: Advanced robotics and automation Predictive analytics using big data and advanced algorithms Proprietary Freight Optimizer for truck brokerage and intermodal systems Drones for inventory management Patented last mile applications for real-time delivery performance management Our proprietary technology is a major reason why customers trust us each day with 160,000 ground shipments and more than 7 billion inventory units

Highly Skilled Management Team Investor Presentation November 2017 Partial list, in alphabetical order Bradley Jacobs Chief Executive Officer United Rentals, United Waste Josephine Berisha Senior Vice President–Global Compensation and Benefits Morgan Stanley Tony Brooks President–Less-Than-Truckload Sysco, Dean Foods, Frito-Lay, Roadway Richard Cawston Managing Director–Supply Chain, Europe Asda, Norbert Dentressangle Ashfaque Chowdhury President–Supply Chain, Americas and Asia Pacific New Breed Troy Cooper Chief Operating Officer United Rentals, United Waste Bill Fraine Chief Operating Officer–Supply Chain, Americas and Asia Pacific New Breed, FedEx Luis Angel Gómez Managing Director–Transport, Europe Norbert Dentressangle John Hardig Chief Financial Officer Stifel Nicolaus, Alex. Brown Mario Harik Chief Information Officer Oakleaf Waste Management Christophe Haviland Senior Vice President–Transport Sales, Europe DHL, American Express, Staples Meghan Henson Chief Human Resources Officer Chubb Group, PepsiCo

Highly Skilled Management Team (Cont’d) Investor Presentation November 2017 Charles Hitt President–Last Mile 3PD, Affinity Logistics, GeoLogistics Russell Hoch Senior Vice President–Strategic Account Management Cisco, Lucent Technologies, AT&T Erin Kurtz Senior Vice President–Communications Thomson Reuters, AOL Scott Malat Chief Strategy Officer Goldman Sachs, UBS, JPMorgan Chase John Mitchell Chief Information Officer–Supply Chain, Americas and Asia Pacific New Breed, Pep Boys, Lowe’s Will O’Shea Senior Vice President–Sales Solutions, Last Mile 3PD, Ryder, Cardinal Logistics Greg Ritter Chief Customer Officer Knight Transportation, C.H. Robinson Sanjib Sahoo Chief Information Officer–Transport, North America tradeMONSTER Christopher Synek President–Transportation, North America Republic Services, Cintas Monica Thurman Chief Compliance Officer Halliburton, U.S. Department of Labor Mark Wilkinson Senior Vice President–Supply Chain Sales, Europe DHL Malcolm Wilson Chief Executive Officer–XPO Logistics Europe Norbert Dentressangle, NYK Logistics Partial list, in alphabetical order

< 1.5% Current Share of $1 Trillion Addressable Opportunity Investor Presentation November 2017 Investment in Sales Growth More than tripled strategic account managers, and hired over 200 local account executives Rolled out common CRM platform to increase visibility across organization Implemented growth-based incentives and advanced training to drive cross-selling across XPO’s offerings Industry Sector Size in Billions (1) Includes only North American and European markets. Sources include: Armstrong & Associates, Norbridge, Inc., EVE Partners LLC, FTR Associates, SJ Consulting Group, Inc., Bureau of Economic Analysis, US Department of Commerce, A.T. Kearney, Transport Intelligence, American Trucking Associations, Technavio, Bain & Company, Wall Street research and management estimates European transport includes truckload and brokerage Service categories are North American expedite, intermodal, last mile, brokerage, LTL and supply chain; European transport and supply chain; and global forwarding Contract Logistics ~$120 North American Less-Than-Truckload ~$35 European Transport (2) ~$455 North American Truckload and Expedite ~$375 North American Intermodal and Drayage ~$22 North American Last Mile ~$13 Ordered by Share of XPO’s Revenue Top Customers are Benefitting from XPO’s Platform Number of XPO’s Services Used by Top 100 Customers (3) 90 of XPO’s top 100 customers use two or more service lines 25% of sales generated from XPO’s top 100 customers come from secondary service lines As of Q3 2017

Leading Positions in Fast-Growing Industry Sectors Investor Presentation November 2017 Revenue mix for FY 2016, excludes North American truckload business divested in 2016 Sources: Armstrong & Associates, Norbridge, Inc., EVE Partners LLC, FTR Associates, SJ Consulting Group, Inc., Bureau of Economic Analysis, US Department of Commerce, A.T. Kearney, Transport Intelligence, American Trucking Associations, Technavio, Wall Street Research and management estimates As Percent of XPO’s Gross Revenue (1) Projected Industry Growth Rate X GDP (2) Second largest provider of contract logistics globally Largest outsourced e-fulfillment provider in Europe Contract Logistics 37% 2 – 3x Second largest LTL provider in North America More same-day and next-day lanes than any other provider North American Less-Than-Truckload 24% 1 – 1.5x Second largest freight brokerage firm globally Largest manager of expedited shipments in North America, with largest web-based auction TMS for expedite Truck Brokerage, Expedite, Forwarding 10% 2 – 4x Third largest intermodal provider in North America and a drayage leader A leader in cross-border Mexico freight movements by rail Intermodal and Drayage 6% 3 – 5x Largest last mile logistics provider for heavy goods in North America Expanding U.S. network hubs to 55 in 2017 and a targeted 85 in 2018 Last Mile Logistics 6% 5 – 6x Largest provider of truck brokerage and largest owned fleet in Europe Leading provider of LTL in Western Europe European Transport 17% 1 – 1.5x

Investor Presentation November 2017 Global Player in High-Growth E-Commerce Sector Largest e-fulfillment provider in Europe and a leading provider in North America Omnichannel and reverse logistics / returns management leader in North America Customers include many of the largest e-tailers and retailers Last mile business propelled by e-commerce tailwinds Rolling out service in the UK, Ireland and the Netherlands Grew third quarter 2017 revenue by 14% year-over-year Cutting-edge technology propels leadership position Proprietary technology enables best-in-class customer experience Demand forecasting optimizes fulfillment and returns Automated e-commerce sortation facilities

Steady Margin Improvement 2016–2018E Investor Presentation November 2017 Adjusted EBITDA and EBITDA Margin % Note: Excludes impact of North American truckload unit: 2016 revenue of $431.9 million and adjusted EBITDA of $80.1 million, see Supplemental Materials for reconciliation

Clear Path to 10% Adjusted EBITDA Margin Investor Presentation November 2017 Focused on $13 billion of spend across purchased services, shared services, technology infrastructure, labor and real estate Opportunities for improvement include: Centralized procurement across global organization Price optimization initiatives Optimization of shared services such as HR, IT and finance Better management of overtime and temporary labor through workforce planning Cross-fertilization of best practices in warehouse operations and cross-dock facilities Route optimization in transport for pick-ups and deliveries Increase line-haul trailer utilization

Investor Presentation November 2017 Creating Dramatic Shareholder Value through M&A Track record of acquiring, integrating and improving highly accretive acquisitions October 2015 acquisition of Con-way Grew adjusted operating income in LTL by 86% from FY 2015 to TTM Sept. 30, 2017 Realized approximately $190 million of cost improvements to date through global procurement and operational efficiencies, with more to come Launched cross-selling with growth-based incentives and advanced training Instilled a culture of accountability by focusing employees on results that matter June 2015 acquisition of Norbert Dentressangle Achieved record revenue and profits in both transport and logistics post-acquisition Closed $672 million of European sales for the nine months ended Sept. 30, 2017, up 41% versus the same period in 2016 Transformed sales organization to collaborate on strategic opportunities across countries and integrated service lines Improved margins by cross-fertilizing best practices and addressing loss makers

Key Lines of Business

Contract Logistics Long-Term Recurring Revenue Investor Presentation November 2017 Asset-light business characterized by long-term contractual relationships, low cyclicality and a high-value-add component that minimizes commoditization Deep expertise in high-growth sectors that trend toward outsourcing: retail, e-commerce, industrial, high tech, aerospace, telecom, food and beverage, healthcare and agriculture Largest provider of outsourced e-fulfillment in Europe Advanced warehouse robotics and automation Low capex requirements as a percentage of revenue lead to strong free cash flow conversion and ROIC Five-year average contract tenure with a historical renewal rate of over 95% Global sales pipeline of about $1.7 billion Global Footprint

Truck Brokerage Broad Cross-Selling Opportunity Investor Presentation November 2017 Non-asset business that places shippers’ freight with qualified carriers through brokers that match capacity with shipper demand High free cash flow conversion and minimal capex Fragmented market with opportunity to expand Outsourcing trends drive industry growth Continuously improving productivity through technology and the tenure of the sales force Pricing accuracy enabled by XPO’s proprietary algorithms Variable cost model performs well through cycles Global Footprint

Last Mile Demand Propelled by E-Commerce and Omnichannel Investor Presentation November 2017 Asset-light business that arranges the final stage of heavy goods delivery from distribution centers or retail stores to end consumers’ home or business Customers include nearly all of the top 30 big-box retailers and e-tailers in the U.S. Facilitated over 13 million deliveries TTM Best-in-class proprietary customer experience technology for deliveries and in-home installations Integrated with contract logistics and LTL networks to create powerful value proposition for retail and e-commerce customers Rolling out last mile service in the UK, Ireland and the Netherlands Grew third quarter 2017 revenue by 14% year-over-year, propelled by e-commerce Global Footprint

North American Less-Than-Truckload Major Success Story Investor Presentation November 2017 Asset-based business utilizing employee drivers, a fleet of tractors and trailers for line-haul, pick-up and delivery of pallets, and a network of terminals Second largest LTL carrier, covering 99% of all U.S. zip codes Laser focused on on-time, damage-free performance One of the industry’s most modern fleets delivering nearly 20 billion pounds of freight a year Nearly doubled adjusted operating income from $233 million in 2015 to $433 million in the trailing 12 months through September 2017 North American Footprint

Intermodal and Drayage Long-term Sales Potential for Truck-to-Rail Conversion Investor Presentation November 2017 Asset-light business that arranges the long-haul portion of containerized freight, including rail brokerage, local drayage and on-site operational services Third largest intermodal provider 10,000 53-ft. intermodal boxes and 5,200 chassis Leading U.S. drayage capacity of 2,300 independent owner-operators, with access to over 25,000 additional drayage trucks Proprietary Rail Optimizer IT is a competitive advantage: enables constant communication with railroads for door-to-door movements of long-haul freight with high visibility Increasing customer satisfaction by achieving best-ever on-time performance North American Footprint

European Transport Cross-Fertilizing Best Practices with North America Investor Presentation November 2017 Leading platform for dedicated and non-dedicated truckload, less-than-truckload, truck brokerage, and new last mile service LTL, truck brokerage and dedicated transport combined account for about three-quarters of European transport EBITDA A leading LTL provider in Western Europe Similar profit improvement plan as North American LTL, sharing best practices Large and growing brokerage business draws on carrier network and XPO-owned capacity Launched Freight Optimizer software to increase visibility across Europe High-return dedicated transport business utilizes assets for long-term contracts European Transport Footprint

Global Forwarding Integrated Global Network Investor Presentation November 2017 Non-asset logistics solution for domestic, cross-border and international shipments, including customs brokerage Freight forwarding is a $150 billion industry, of which XPO has less than a 1% share 157,000 TEUs and 58,000 tons of freight moved for customers annually Leverages ground, air and ocean carrier relationships to provide differentiated service Operates a subsidiary as a non-vessel operating common carrier (“NVOCC”) Opportunity to grow market share through network of dedicated offices on four continents Global Footprint

Financial Performance

Investor Presentation November 2017 Industry-Leading Growth in Revenue and EBITDA Revenue Adjusted EBITDA $ in millions $ in millions CAGR: 145% CAGR: 279% Note: Excludes impact of North American truckload unit: 2016 revenue of $431.9 million and adjusted EBITDA of $80.1 million; and 2015 revenue of $90.2 million and adjusted EBITDA of $18.8 million

Flexible Asset / Non-Asset Business Mix Investor Presentation November 2017 Enhances customer service and financial returns % Low Net Capex as a % of Revenue vs. Competitor Groups Note: Brokers include CH Robinson, Echo Global Logistics and Expeditors International; Parcel includes FedEx and UPS; LTL includes Old Dominion Freight Line, YRC Worldwide, ArcBest and Saia; TL includes Swift Transportation, Werner Enterprises, Knight Transportation and Heartland Express; Rail includes CSX Rail Corp, Norfolk Southern, Union Pacific, Kansas City Southern, Canadian Pacific Railway and Canadian National Railway Company 2017 Targets Adjusted EBITDA Net Capex Adjusted EBITDA Minus Capex $ in millions

$625 million of cash flow from operations in 2016 $211 million of free cash flow in 2016 Targeting $350 million of free cash flow in 2017 Targeting $900 million of cumulative free cash flow in 2017-2018 through: EBITDA growth Lower interest expense Lower transaction, integration and rebranding costs Annual net capex spend likely in $430 million to $455 million range Investor Presentation November 2017 Accelerating Free Cash Flow Generation Note: See Supplemental Materials for reconciliation of free cash flow to cash flow from operations

Third Quarter 2017 Highlights Investor Presentation November 2017 $3.89 billion of revenue $57.5 million of net income; $0.44 per diluted share $369.6 million of adjusted EBITDA $76.7 million of adjusted net income $293.7 million of cash flow from operations $183.2 million of free cash flow Generated the highest revenue, net income and cash flow of any quarter in XPO’s history, and delivered record third quarter adjusted EBITDA Note: Net income is attributable to common shareholders; net capex is defined as payment for purchases of property and equipment less proceeds from sale of assets

Guidance Investor Presentation November 2017 Financial targets reaffirmed November 1, 2017 2017: adjusted EBITDA of at least $1.365 billion 2018: adjusted EBITDA of at least $1.6 billion 2017–2018: cumulative free cash flow target of approximately $900 million Includes at least $350 million of free cash flow generated in 2017

Results Matter: Proven Credentials for Value Creation Investor Presentation November 2017 Leading global positions in the fastest-growing areas of transportation and logistics Differentiated, end-to-end range of supply chain services Accelerating top-line growth Approximately 26% of revenue comes from retail and e-commerce Robust free cash flow growth Industry-leading commitment to technology innovation Highly integrated organization with culture of accountability Management team laser-focused on creating shareholder value Upside from future acquisitions

Supplemental Materials

A Strong and Global Commitment to Sustainability Investor Presentation November 2017 Owns one of the most modern and environmental-friendly fleets in Europe 97% compliant with Euro V, EEV and Euro VI standards, with average truck age of 2.5 years Owns the largest natural gas truck fleet in Europe Introduced the first LNG-powered tractors in Europe in 2015 Will lower the carbon footprint of trucking in Paris by using natural gas trucks for the road transport portion of France's first intermodal urban rail shuttle Launched government-approved mega-trucks in Spain, expected to reduce CO2 emissions by over 25% Honored for excellence in environmental improvement by SmartWay® Named a Top 75 Green Supply Chain Partner by Inbound Logistics

XPO Is a Leader in Sustainability (Cont’d) Investor Presentation November 2017 Awarded the label “Objectif CO2” for outstanding environmental performance of transport operations in Europe by the French Ministry of the Environment and the French Environment and Energy Agency Large capex investment in 2017 in fuel-efficient Freightliner Cascadia tractors in North America (EPA 2013-compliant and GHG14-compliant SCR technology), and Euro 6-compliant tractors in Europe ISO14001-certified logistics facilities ensure environmental compliance Fuel emissions from forklifts monitored in supply chain sites, and systems in place to take immediate corrective action if needed Reverse logistics operations in supply chain sites recycle millions of electronic components and batteries each year Energy efficiency evaluations performed on all warehouses prior to selecting sites to lease, and energy efficient equipment purchased when feasible

XPO Is a Leader in Sustainability (Cont’d) Investor Presentation November 2017 Packaging engineers ensure that the optimal carton size is used for each product slated for distribution Recycled packaging purchased when feasible Reusable kitting tools utilized for the installation of parts in customer operations, manufactured by XPO Measures instilled in daily operations to reduce paper, such as electronic waybills and documentation, and waste mitigation policies Drivers trained in responsible eco-driving and fuel usage reduction techniques Experimenting with diesel alternatives such as diesel-electric hybrids Reports annually on European compliance with the United Nations Global Compact We are committed to operating our business in a way that demonstrates a high regard for the environment and all our stakeholders

Business Glossary Investor Presentation November 2017 Contract Logistics: An asset-light, technology-enabled business characterized by long-term contractual relationships with high renewal rates, low cyclicality and a high-value-add component that minimizes commoditization. Contracts are typically structured as either fixed-variable, cost-plus or gain-share. XPO services include highly engineered solutions, e-fulfillment, reverse logistics, packaging, factory support, aftermarket support, warehousing and distribution for customers in aerospace, manufacturing, retail, life sciences, chemicals, food and beverage, and cold chain. Expedite: A non-asset business that facilitates time-critical, high-value or high-security shipments, usually on very short notice. Revenue is either contractual or transactional, primarily driven by unforeseen supply chain disruptions or just-in-time inventory demand for raw materials, parts or goods. XPO provides three types of expedite service: ground transportation via a network of independent contract carriers; air charter transportation facilitated by proprietary, web-based technology that solicits bids and assigns loads to aircraft; and a managed transportation network that is the largest web-based expedite management technology in North America. Freight Brokerage: A variable cost business that facilitates the trucking of freight by procuring carriers through the use of proprietary technology. Freight brokerage net revenue is the spread between the price to the shipper and the cost of purchased transportation. In North America, XPO has a non-asset freight brokerage business, with a network of 38,000 independent carriers. In Europe, XPO generates over €1 billion in freight brokerage revenue annually, with capacity provided by an asset-light mix of owned fleet and independent carriers. Global Forwarding: A non-asset business that facilitates freight shipments by ground, air and ocean. Shipments may have origins and destinations within North America, to or from North America, or between foreign locations. Services are provided through a network of market experts who provide local oversight in thousands of key trade areas worldwide. XPO’s global forwarding service can arrange shipments with no restrictions as to size, weight or mode, and is OTI and NVOCC licensed.

Business Glossary (Cont’d) Intermodal: An asset-light business that facilitates the movement of long-haul, containerized freight by rail, often with a drayage (trucking) component at either end. Intermodal is a variable cost business, with revenue generated by a mix of contractual and spot market transactions. Net revenue equates to the spread between the price to the shipper and the cost of purchasing rail and truck transportation. Two factors are driving growth in intermodal in North America: rail transportation is less expensive and more fuel efficient per mile than long-haul trucking, and rail is a key mode of transportation in and out of Mexico, where the manufacturing base is booming due to a trend toward near-shoring. Last Mile: A non-asset business that facilitates the delivery of goods to their final destination, most often to consumer households. XPO specializes in two areas of last mile service: arranging the delivery and installation of heavy goods such as appliances, furniture and electronics, often with a white glove component; and providing logistics solutions to retailers and distributors to support their e-commerce supply chains and omni-channel distribution strategies. Capacity is sourced from a network of independent contract carriers and technicians. Less-Than-Truckload (LTL): The transportation of a quantity of freight that is larger than a parcel, but too small to require an entire truck, and is often shipped on a pallet. LTL shipments are priced according to the weight of the freight, its commodity class (which is generally determined by its cube/weight ratio and the description of the product), and mileage within designated lanes. An LTL carrier typically operates a hub-and-spoke network that allows for the consolidation of multiple shipments for different customers in single trucks. Managed Transportation: A service provided to shippers who want to outsource some or all of their transportation modes, together with associated activities. This can include freight handling such as consolidation and deconsolidation, labor planning, inbound and outbound shipment facilitation, documentation and customs management, claims processing, and 3PL supplier management, among other things. Truckload: The ground transportation of cargo provided by a single shipper in an amount that requires the full limit of the trailer, either by dimension or weight. Cargo typically remains on a single vehicle from the point of origin to the destination, and is not handled en route. See Freight Brokerage on the prior page for additional details. Investor Presentation November 2017

Financial Reconciliations The following table reconciles XPO’s net income (loss) attributable to common shareholders for the periods ended September 30, 2017 and 2016 to adjusted EBITDA for the same periods. Refer to the “Non-GAAP Financial Measures” section on page 2 of this document. Adjusted EBITDA was prepared assuming 100% ownership of XPO Logistics Europe. Investor Presentation November 2017 [1] The sum of quarterly net income attributable to common shareholders and distributed and undistributed net income may not equal year-to-date amounts due to the impact of the two-class method of calculating earnings per share.

Financial Reconciliations (Cont’d) Investor Presentation November 2017 The table reconciles XPO’s GAAP net income attributable to common shareholders for the periods ended September 30, 2017 and 2016 to adjusted net income attributable to common shareholders for the same periods. Refer to the “Non-GAAP Financial Measures” section on page 2 of this document.

Financial Reconciliations (Cont’d) Refer to the “Non-GAAP Financial Measures” section on page 2 of this document. Free cash flow was prepared assuming 100% ownership of XPO Logistics Europe. The following table reconciles XPO’s cash flows provided by operating activities for the periods ended December 31, 2016 and 2015 to free cash flow for the same periods. Investor Presentation November 2017

Financial Reconciliations (Cont’d) The following table reconciles XPO’s cash flows provided by operating activities for the periods ended September 30, 2017 and 2016 to free cash flow for the same periods. Investor Presentation November 2017 Refer to the “Non-GAAP Financial Measures” section on page 2 of this document. Free cash flow was prepared assuming 100% ownership of XPO Logistics Europe.

Financial Reconciliations (Cont’d) Investor Presentation November 2017 The following table reconciles XPO’s revenue attributable to its North American less-than-truckload business for the periods ended September 30, 2017 and 2016 to adjusted operating ratio for the same periods. Refer to the “Non-GAAP Financial Measures” section on page 2 of this document.

Financial Reconciliations (Cont’d) Investor Presentation November 2017 The following table reconciles XPO’s operating income attributable to its North American less-than-truckload business for the trailing twelve months ended September 30, 2017 to adjusted operating income for the same period. Refer to the “Non-GAAP Financial Measures” section on page 2 of this document.

Financial Reconciliations (Cont’d) | Investor Presentation July 2017 The following table reconciles XPO’s net income (loss) attributable to common shareholders for the periods ended December 31, 2016, 2015, and 2014, to adjusted EBITDA excluding the North American truckload business divested in 2016. Refer to the “Non-GAAP Financial Measures” section on page 2 of this document Adjusted EBITDA was prepared assuming 100% ownership of XPO Logistics Europe