Xpo, Inc. · NYSE:XPO
Xpo — XPO Logistics — Merger or Acquisition (September 2015)
36 slides from Xpo's merger presentation, Sep 9, 2015
Slide 1: XPO Agreement to Acquire Con-way Inc.
Exhibit XPO Agreement September Investor 99.12015 to Acquire Presentation Con-way, and Transcript Inc.
Slide 2: Forward-Looking Statements Disclaimer
Forward-Looking Disclaimers This expected EBITDA, improvement Con-way’s looking “objective,” are future These any acquisition tender XPO’s alleged third-party regulation. even only unanticipated All Additional The securities Subsidiary offer Solicitation/Recommendation carefully documents, certain t
Slide 3: XPO Today: A Leading Global Provider of Supply Chain Solutions
XPO #2 North Will 3Source: | XPO contract become Today: provides America Industry Investor logistics Athe cutting-edge Top #3second publications Presentation provider Ten provider Global largest of supply worldwide and September intermodal Leader provider company chain of by solutions 2015 inless-th
Slide 4: Built to Serve Growing Market Sectors
Built Market Sector Contract (North Last Truck Road Expedite Intermodal Sources: 4American | XPO Mile to Transport Brokerage ($ America Size Serve Investor Armstrong Logistics (North billions) (North Trucking (North Projected Customers’ (Europe) and America) America) Presentation (North (x America)
Slide 5: Blue Chip Customers
Blue 5Any | XPO trademarks Chip Investor Customers or Presentation logos used September in this presentation 2015 are the property of their respective owners
Slide 6: Blue Chip Customers
Blue 6Any | XPO trademarks Chip Investor Customers or Presentation logos used September in this presentation 2015 are the property of their respective owners
Slide 7: Sophisticated Technology and IT Investment
$225 XPO World-class Over Sophisticated 7experience | XPO 200 Million is committed Investor ITmanagement IT projects 2015 contract team Presentation to ITof in staying Spend logistics approximately 2015 solutions Is atSeptember Among solutions theOnline forefront 1,000 Industry’s for 2015 bidding co
Slide 8: CEO Bradley Jacobs' Prior Success
CEO Prior Hamilton Amerex 8United | XPO to Bradley Waste: Waste Rentals: Rentals XPO, Investor Oil Resources: Associates: stock S. founded Created stock Built Jacobs Presentation outperformed outperformed Grew world’s 5th and Built largest led global one largest September fourS&P solid of oil S&P hi
Slide 9: Highly Skilled Management Team
Highly Ashfaque CIO, Troy Louis CEO, Gordon General Bill COO, Luis Managing John Mario Chief Angela Senior 9Partial | XPO Fraine Angel Hardig Cooper Contract Operating Financial Information Contract DeJoy Contract Harik Vice list Skilled Kirkby Devens Counsel Investor Chowdhury Director, Gómez Presi
Slide 10: Highly Skilled Management Team (Cont'd)
Highly Scott Karl Dominick Michael Executive Will Ludovic Senior Greg Chief Paul President, Malcolm Managing Partial 10 | XPO O’Shea Meyer Smith Ritter Malat Strategy Executive Sales Customer Vice list Skilled O’Donnell Oster Wilson Investor Global Intermodal VP, Muzi Director, Pacer Knight and 3PD,
Slide 11: Agreement to Acquire Con-way Inc.
Agreement to Acquire Con-way Inc.
Slide 12: Purchase Transaction Summary
Purchase Transaction cash Tender wholly same XPO Financing Sources Closing The conditions, Source: 12 | XPO boards transaction price will has consideration Offer owned Consensus receivables and received Price Investor launch The ofincluding ofValue: Summary Multiple: The $47.60 Following directors s
Slide 13: Acquisition Accelerates XPO's LTL Platform in North America
Acquisition LTL Best-in-class XPO Accelerates Net Sources: 13 | capex XPO inwill North Con-way Investor have gain estimated sharing Catapults LTL America significant oneplatform Presentation company of of atXPO North best is 3.3% acapacity $35 practices for toAmerica’s data ofSecond reliable, billio
Slide 14: XPO Will Have Global Organization With Critical Mass
XPO XPO’s Customers Employees Locations Countries Contract Acquisition Revenue 14 | XPO Will Global logistics and Investor 27 887 Have 30,000 54,000 of32 EBITDA Organization 1,469 Con-way $15 facilities Presentation ~84,000 55,000 Billion are will pro-forma 129 Today Revenue accelerate September mmW
Slide 15: Expected Synergies: Actions Within the Second Year
Actions Within Improving Eliminating Integrating In Reducing Using Utilizing Sources: 15 the | XPO second data 12 Expected Con-way its Investor Con-way’s its months purchasing from Con-way’s duplicative extensive $3.6 year, $2.7 billion to of Presentation company XPO Increase closing, annual billion
Slide 16: Con-way's Contract Logistics Business
Menlo Top 22 160 Blue E-fulfillment All Source: 16 |million acquired XPO contract 30 chip Services Logistics, global Con-way Investor relationships square logistics services operations contract Are Con-way’s company feet Presentation Highly will locations of logistics inin contract be verticals Nort
Slide 17: Additional Compelling Reasons for the Transaction
Additional Consolidate Add Cross-sell Expand Con-way’s Sources: 17 | XPO blueservice Con-way chip Investor LTL XPO’s Compelling truckload position accounts to torange XPO’s the Presentation company as business high-growth Reasons aof with 16,000 major services data e-fulfillment September outsourced
Slide 18: Strategic Capacity Benefits
Strategic XPO Combined Lane carriers Upon Sources: 18 | XPO Will density will closing, Con-way ownership Investor have Gain global North covering XPO aMassive blended American capacity Presentation company will of approximately LTL arrange Capacity transportation –capacity assets approximately data
Slide 19: XPO's Combined Revenue Mix
XPO’s By 29% Brokerage Freight 9% FTL 3% Forwarding Global 34% Logistics Contract 25% LTL Other 4% Spain UK France Note: 19 data |Country Line United 10% XPO Freight 12% Combined 13% ofInvestor States Business ofBrokerage Operation 61% Revenue Presentation includes September truck brokerage, 2015 in
Slide 20: Financial Highlights
Financial Highlights
Slide 21: XPO Revenue Growth Strategy
First TTM $871 $1,315 $1,783 $2,357 $2,777 $3,412 Q1 2012 21 |Q2 XPO 42 $554 2013 Revenue Q3 Months Investor Q4 $702 2014Q1 ($of $348 2015 millions) Q2 Presentation XPO’s Q3 $431Q4 Growth $214 Q1September Q2 $279 Strategy Q3$180 Q42015 Q1 $191 Q2
Slide 22: Strong Financial Model and Market Relationships
Strong $1.2 XPO estimated September May 22 | XPO billion 2015: expects Financial Investor to2014: same in be tocash, 3.3% substantially Model three three Presentation inafter investors addition global andacquisition Market increase investors September toexpanded anRelationships undrawn of itsendorse
Slide 23: Financial Targets
Financial 2015 An 2019 Approximately XPO 23 |annual XPO Year-End Full-Year intends Investor Targets revenue to Targets $23 raise Presentation run billion itsrate year-end of of revenue atSeptember least 2015$9.5 Approximately target 2015 billion run rates, by December $1.5 andbillion issue31, new of
Slide 24: Acquired June 8, 2015: Norbert Dentressangle (ND)
Acquired June 8, 2015 Norbert Dentressangle (ND)
Slide 25: Norbert Dentressangle Acquisition Overview
Acquired Timing Contract 2014 €2.6 27,800 Leading e-fulfillment over Also cold value-added Europe, million (1) 25 |2014 XPO chain, billion €1 provides Revenue employees of capitalized billion including outsourced revenue Logistics Investor ND dedicated chemicals €2.3 warehousing platform as reverse
Slide 26: Preeminent European Transportation Partner
Preeminent 36-year Customer Serves Rapid Ground Source: 26 | XPO growth customers history Company transportation Investor verticals European inasfreight with global information Presentation include Transportation in abrokerage, blended primary partner retail, September to transportation food markets
Slide 27: Leadership in Favorable Business Environment
Leadership Favorable €242 Business Strong Expected Increasingly Deep Leading Source: 27 | XPO million relationships growth Company capabilities focused Investor tohistorical inincrease complex revenue European potential in information Presentation with the performance in atin supply high-growth 9% U
Slide 28: Acquired June 1, 2015: Bridge Terminal Transport (BTT)
Acquired June 1, 2015 Bridge Terminal Transport (BTT)
Slide 29: Bridge Terminal Transport Acquisition
Acquired One Approximately Revenue Purchase Represents 29 | XPO of theof price Investor Bridge largest a$232 consideration was 1,800 Terminal million asset-light Presentation $100 customers million, and Transport ofdrayage EBITDA 8.1 September times excluding (BTT) providers of EBITDA $12.4 2015 any
Slide 30: Strategic Rationale for BTT Acquisition
Strategic Increased Expanded XPO More Well-run 30 | XPO gained can costoperations Rationale take Investor XPO’s XPO’s effective 1,300 on total more drayage Presentation independent for and can capacity BTT freight more befootprint seamlessly Acquisition reliable inunder September owner tight oncontr
Slide 31: Summary
Summary
Slide 32: Positioned for Significant Value Creation
Positioned Highly Will Significant XPO On 32 |track XPO become is integrated, management a to top Investor for future exceed second ten EBITDA global EBITDA Presentation unique, owns our largest current transportation Growth approximately multi-modal growth provider year-end September andembedded Va
Slide 33: Supplemental Materials
Supplemental Materials
Slide 34: XPO Business Glossary
XPO Contract commoditization. aftermarket Expedite: chain transportation North Freight shipper brokerage Global locations. as 34 to | XPO size, Business disruptions America. Forwarding: Brokerage: and Logistics: Investor A Services weight revenue support, the non-asset facilitated Glossary cost or C
Slide 35: XPO Business Glossary (Cont'd)
XPO Intermodal: generated in is Last installation omni-channel Less-than-Truckload weight spoke 35 booming intermodal | XPO Mile: Business network of Investor the by Aof due Annon-asset afreight, in distribution heavy Glossary mix that asset-light to North aPresentation allows of trend goods (LTL):
Slide 36: Appendix: Fully Diluted Shares
Appendix Common Preferred Warrants Convertible Stock Fully (1) (2) (3) (4) 36 |Assumes Includes Dilutive XPO diluted Options 10.5 Investor Shares Stock effect Senior new conversion shares million and Equivalent 10.4 107.8 common of Presentation RSUs Notes outstanding warrants RSUs million (8.9 milli
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