Xpo, Inc. · NYSE:XPO
Xpo — XPO Logistics — Merger or Acquisition (June 2015)
33 slides from Xpo's merger presentation, Jun 9, 2015
Slide 1: XPO Acquires Norbert Dentressangle and Bridge Terminal Transport
Exhibit XPO June Acquires 2015 Investor 99.2 Norbert Presentation Dentressangle and Bridge Terminal Transport
Slide 2: Forward-Looking Statements and Non-GAAP Disclaimers
Forward-Looking Disclaimers 2015 XPO services, be, “plan,” absence perception These any XPO’s Dentressangle successfully and contractors; transportation governmental be the extent Information will Non-GAAP This amortization we believe (depreciation notes. Other performance 2excluded performance. | r
Slide 3: Contents
Growth 3Contents | XPO strategy Investorand Presentation executionJune First2015 quarter 2015 financial results Acquisition of Norbert Dentressangle Acquisition of Bridge Terminal Transport Summary
Slide 4: XPO: Top Global Provider of Transportation and Logistics
XPO Top #2 #3 #1 One Growing Leading Many 4Source: | XPO global provider last manager ten ofisrobust mile the One worldwide Industry Investor ground outsourced presence freight world’s of logistics of avenues intermodal expedited the transportation publications brokerage Presentation in Largest larg
Slide 5: Highly Efficient Network Serving Over 30,000 Customers
Highly 863 52,350 Access Over 5Source: | XPO locations 2 billion employees Efficient to Company Investor network globally inventory and Presentation information serving ofCustomer over across units over 700,000 27 are June Focused 30,000 countries tracked trucks 2015customers Organization by in Nort
Slide 6: Leading Positions in Large Outsourcing Markets with High Growth
Leading Market Sector Outsourcing, North $50 Truck Europe $85 Long-haul $5 We Sources: 6Bureau | XPO 3-4 have 2-3 ~2America Brokerage ($ times times Road Projected of times Investor Positions Armstrong positioned billions) Economic railmanagement e-commerce, Outsourcing Transport efficiencies Last O
Slide 7: CEO Bradley Jacobs: Track Record of Value Creation
CEO Prior Amerex 7United | XPO to Bradley Waste: Rentals: Rentals XPO, Investor Oil Associates: S. founded Created stock Built Jacobs Presentation outperformed world’s 5th and Built largest ledone largest June foursolid of2015 S&P highly world’s equipment waste 500 successful largest by business ren
Slide 8: Highly Skilled Management Team
Highly Troy John Scott Gordon General Hervé Malcolm Luis Managing Louis Bill Ashfaque Chief 8Partial | XPO Fraine Angel Hardig Cooper Malat Financial Strategy Executive Operating Information DeJoy Montjotin list, Skilled Devens Counsel Investor Wilson Chowdhury Director, the Gómez Goldman Stifel New
Slide 9: Highly Skilled Management Team (Cont'd)
Highly Karl Paul Pacer Julie Pacer, Mario Oakleaf Will 3PD, Chief Dominick Priority President, Michael Landstar, Executive Angela Belk, Greg Knight Senior Jake C.H. Director, 9Partial | XPO O’Shea Meyer Schnell Smith Luna Robinson Ritter Home Ryder, Bank Executive Commercial Information Sales Union
Slide 10: First Quarter 2015 Financial Results
First Quarter 2015 Financial Results
Slide 11: First Quarter 2015 Results: Revenue and Adjusted EBITDA
First Revenue +149% $703 Q1 $0.6 $282 $29.2 (1) 11 |For ‘14 XPO Quarter aQ1 YOY ($ reconciliation Investor ‘15 millions) 2015 Q1 Presentation ‘14 Results Adjusted Q1 of adjusted ‘15 EBITDA JuneEBITDA 2015($ millions) to GAAP(1)net loss, see Appendix
Slide 12: Revenue Growth by Quarter
First Revenue $703 $295 $581 $55 Q1 $45 12 |Q2 XPO $71 39 $662 $245 Q3 Months ($ Investor Q4 $194 millions) Q1of $137 Q2 Presentation Growth $831 Q3 $109 Q4Strategy $114 Q1June Q2 Q3 2015 Q4 Q1 2012 2013 2014 2015
Slide 13: Financial Targets Raised After M&A Announcements
2015 Financial An XPO 13 |annual XPO Year-End intends Investor targets revenue to Run update raised Presentation run Rate its rate inTargets long-term light of atof June least M&A financial 2015 $9.5 announcements billion targets by with December the announcement 31, 2015 An annual of second EBITDA
Slide 14: Combined Pro Forma Revenue and Adjusted EBITDA
Combined Pro ($ 585 2014 (1) common 14 millions) |LTM Forma XPO 9,205 LTMfigures shareholders, Investor 3,130 and Revenue 3/31/15 ($ millions) Pro are 177 Presentation Forma 2014 pro (1)refer Pro forma LTM Historical Forma to 3/31/15 for the June acquisition Appendix Adjusted 2015 Financials EBITDA
Slide 15: Pro Forma Capitalization
Incentivized $1.26 Three Common Preferred Warrants Fully Pro-Forma Net (1) (2) senior (4) (5) (6) 15 |Dilutive Based Debt-to-Cap Diluted billion XPOleading notes Assumes 10.5 Shares Stock on Total Net effect due XPO management SEC equity Shares Market global million ExcludesDebt Equivalent Investor2
Slide 16: Acquired June 8, 2015: Norbert Dentressangle (ND)
Acquired June 8, 2015 Norbert Dentressangle (ND)
Slide 17: Global Leap Forward in XPO's Long-Term Growth Plan
Global XPO Countries Locations Employees Customers Logistics Major Source: 17 | XPO ND leap Logistics Company Facilities XPO Investor 7201 15,000 forward, 10,000 24 662 27 Today Company information Presentation 20,000 863 42,350 (sf) but13 still >52,350 million Under 30,000 at early June Single 1162
Slide 18: Strategic Rationale for the ND Acquisition
Strategic –ND’s 2.0%—2.5% door XPO 18XPO | XPO to is capabilities gained significant now Rationale Investor aofsingle global revenue closely Presentation future for source scale Acquisition Combined acquisition mirrored intransportation three JuneXPO’s of blue 2015 opportunities its chip core North
Slide 19: ND: Europe's Leading Logistics and Freight Forwarding Platform
Logistics 2014 E-fulfillment, > Europe’s GDP-producing Employees: Offices: Freight (1) 19€1|ND XPO billion revenue Revenue and split: 54 Strongest largest Transportation Investor Jacobson freight 27,800 13,900 650 50% of reverse (1) regions fleet, approximately 2014 sea Presentation Full-Service bro
Slide 20: Massive Cross-Selling Potential
Significant Massive Complementary Combined 43185Cross Number 205| XPO Service Selling: of cross Investor 2freight Companies Synergy Services selling XPO contract forwarding Presentation Service Potential 3potential Services (FY2014) logistics Offerings volume to June 4 Services serve services 2015 a
Slide 21: Combination Accelerates Growth: Technology and Best Practices
Combination Deploy Pricing Combined Combine Top Sharing 21 | XPO outsourced and cutting-edge best leading Investor annual truck practices is ae-fulfillment Growth businesses matching technology Presentation technology andAccelerator capabilities algorithms in provider spend fast June to turbocharge
Slide 22: European E-Commerce Fulfillment Growth Opportunity
European Favorable €242 31% Business Strong Expected Increasingly Serves Leading Source: 22 | XPO organic million both growth Company capabilities focused Investor to Leader historical B2B increase complex growth revenue potential and ininformation Presentation E-Commerce the performance in compared
Slide 23: Preeminent Transportation Provider in European Markets
Preeminent 36-year Rapid EU’s Ground Source: 23 | XPO GDP-producing growth history Company transportation Investor European inasfreight global information Presentation Transportation regions inbrokerage, primary partnerJune tomarkets asset-light blue 2015 Network chip of the customers palletized UK,
Slide 24: Loyal and Diversified Customer Base
Loyal Highlights Diversified commerce Recent Source: 24 | XPO Customer Wins Company Investor and Top portfolio high Customers Base information Presentation tech ofAcross blue chip Attractive June customers 2015 Verticals Largest client under 4% of revenue 97% customer renewal rate in logistics Custo
Slide 25: ND Transaction Overview
Purchase Enterprise On ND Transaction XPO equivalent, Source: 25 |June is XPO will financed publicly Consensus 8,Price Investor launch Value: 2015, including Overview Multiple: wasthe listed Consideration unanimously an ND’s Approximately transaction Presentation per all-cash on $1.6 9.1x Thompson f
Slide 26: Acquired June 1, 2015: Bridge Terminal Transport (BTT)
Acquired June 1, 2015 Bridge Terminal Transport (BTT)
Slide 27: Acquired One of the Largest Asset-Light Drayage Providers
Acquired One Approximately was Represents 27 | XPO $100 of theInvestor Bridge million, largest a consideration 1,800 Terminal asset-light excluding Presentation customers, Transport ofany drayage 8.1 June working including times 2015 (BTT) providers EBITDA capital manyinof adjustments, longstanding,
Slide 28: Strategic Rationale for the BTT Acquisition
Strategic Increased Strengthened XPO More Well-run 28 | XPO gained can costoperations Rationale take Investor XPO’s effective 1,300 XPO’s on total more Presentation independent and and can drayage capacity freight Synergies more be seamlessly footprint reliable inunder June owner tight2015 contract
Slide 29: Clear Path to Significant Value Creation
Clear XPO’s Significant Leading Top As 29 |large XPO management Path growth positions asInvestor for future weSignificant plan are,talent growth in Presentation we isfastest-growing still have with embedded Value incaptured requisite early June Creation innings in 2015 areas less skills XPO’s than o
Slide 30: Supplemental Material
Supplemental Material
Slide 31: Appendix: PF LTM Adjusted EBITDA Reconciliation
Appendix: 31 | XPO Investor PF LTMPresentation Adjusted EBITDA June 2015 Reconciliation
Slide 32: Appendix: Historical PF Adjusted EBITDA Reconciliation
Appendix: Note: 32 | XPO Excludes Investor Historical acquisition Presentation PF Adjusted of ND June EBITDA 2015 Reconciliation
Slide 33: Appendix: Q1 2015 Net Loss to Adjusted EBITDA Reconciliation
Appendix: The (1) 33 following | XPO Debt EBITDA commitment tablePresentation Investor reconciles to Net fees LossXPO’s and Reconciliation, June loss neton 2015 loss conversion available Q1 2015of to convertible common stockholders senior notesfor arethe recorded three months in interest endedexpens