XPO Logistics, Inc. : XPO Logistics Announces Fourth Quarter and Full Year 2012 Results

  XPO Logistics, Inc. : XPO Logistics Announces Fourth Quarter and Full Year
                                 2012 Results

                       Provides Full Year 2013 Outlook

                          Acquires Covered Logistics

GREENWICH, Conn. - February 27, 2013 - XPO Logistics, Inc. (NYSE: XPO) today
announced financial results for the fourth quarter and full year 2012.

For the fourth quarter of 2012, total revenue was $108.5 million, a 146.1%
increase from the same period the prior year. Gross margin dollars increased
118.4% year-over-year to $15.7 million, and gross margin percentage was 14.4%.

Consistent with the company's previously announced strategy, investments in
long-term growth impacted fourth quarter results. The company reported a net
loss of $9.3 million for the quarter, compared with a net loss of $1.5 million
for the same period in 2011. The fourth quarter net loss available to common
shareholders was $10.1 million, or a loss of $0.57 per diluted share, compared
with a net loss available to common shareholders of $2.2 million, or a loss of
$0.27 per diluted share, for the same period in 2011. 

Earnings (loss) before interest, taxes, depreciation and amortization
("EBITDA"), a non-GAAP financial measure, was a loss of $9.9 million for the
fourth quarter of 2012, compared with a loss of $2.1 million for the same
period in 2011. EBITDA includes $913,000 and $882,000 of non-cash share-based
compensation for the fourth quarters of 2012 and 2011, respectively. A
reconciliation of EBITDA to net income is provided in the attached financial
tables.

The company had $252.3 million of cash as of December 31, 2012.

2013 Outlook

The company provided the following outlook for full year 2013:

  *An annual revenue run rate of more than $1 billion as of December 31; 

  *At least $300 million of acquired historical annual revenue;

  *Positive EBITDA for the fourth quarter; and

  *At least three new freight brokerage cold-starts.

Acquires Covered Logistics & Transportation LLC

On February 22, 2013, the company acquired substantially all of the operating
assets of Covered Logistics & Transportation LLC, a non-asset, third party
freight brokerage business with 2012 revenues of approximately $27 million.
The purchase price was $8 million in cash and $3 million in XPO common stock,
excluding any working capital adjustments, with no assumption of debt. The
acquisition is expected to be immediately accretive to earnings.

Founded in 2005, Covered Logistics has over 4,000 carrier relationships and a
strong track record of serving the manufacturing, postal, consumer, and oil
and gas sectors. Its offices are located in Lake Forest, Ill., and Dallas,
Texas. Co-founders Tuck Jasper, Paul Jasper and Patrick Gillihan will continue
to lead the operations, which are being rebranded as XPO Logistics.

CEO Comments

Bradley Jacobs, chairman and chief executive officer, said, "The actions we're
taking to scale up the business are continuing to drive results. Our fourth
quarter revenue was up 146% year-over-year, and gross margin dollars increased
by 118%. Our freight brokerage business generated 760% more revenue in the
quarter, as compared to the prior year period. Our expedite business achieved
top line growth of 8.7% for the quarter, and we have new initiatives in place
to gain margin. Freight forwarding had a 62% increase in gross margin dollars
versus fourth quarter 2011. While our investments in people and technology
resulted in a loss, as expected, they are fundamentally important to value
creation. We're currently on an annual revenue run rate of over $500 million,
and we expect that rate to be more than a billion dollars by year-end."

Jacobs continued, "Our most recent acquisition, Covered Logistics, is a
well-run freight brokerage operation that we plan to integrate and scale up
quickly. The Covered team has deep roots in the industry and they share our
passion for growth. This is our second acquisition of 2013 from a pipeline of
solid prospects. We expect to add at least $300 million of acquired historical
annual revenue in 2013.

"We remain focused on executing the three parts of our strategy: acquisitions,
cold-starts and the optimization of our operations. In 14 months, we've
acquired six companies and opened 17 cold-starts, eight in freight brokerage.
Our footprint now stands at 60 locations. We've grown our headcount from 208
to more than 900 employees. We're steadily enhancing our proprietary
technology, and implementing leading edge recruitment and training programs.
Most importantly, we've created a driven culture that keeps us on track to
grow XPO into a multi-billion dollar company."

Fourth Quarter 2012 Results by Business Unit

  *Freight brokerage: The company's freight brokeragebusiness generated
    total revenue of$71.1 millionfor the quarter, a 760.3% increase from the
    same period the prior year. Year-over-year revenue growth was primarily
    due to the acquisitions of Turbo Logistics, Kelron Logistics, Continental
    Freight Services and BirdDog Logistics, as well as revenue growth from the
    company's eight brokerage cold-start locations. The acquisition of Turbo
    Logistics on October 24, 2012, had a positive revenue impact of $27.2
    million for the quarter. Gross margin percentage for the freight brokerage
    business was 13.4% for the quarter, compared with 16.8% for the same
    period in 2011. The decline in gross margin percentage was primarily due
    to the addition of seven new cold-starts in 2012, which are still in the
    start-up phase. The fourth quarter operating loss was$2.5 million,
    compared with operating income of$496,000the prior year. The decline in
    2012 operating income primarily reflects a planned increase in SG&A
    expense associated with significant growth initiatives, including sales
    force recruitment. 

  *Expedited transportation: The company's expedited services business
    generated total revenue of $22.1 million for the quarter, an 8.7% increase
    from the same period the prior year. Revenue growth was primarily driven
    by an increase in average revenue-per-load and growth in the company's
    domestic, international and temperature-controlled services. Gross margin
    percentage was 16.5% for the quarter, compared with 20.9% for the same
    period in 2011. The decrease in gross margin percentage primarily reflects
    higher rates paid to independent fleet owners and owner-operators,
    effective March 1, 2012, and an increase in the volume of cross-border
    loads, which typically generate a lower margin. Fourth quarter operating
    income was$1.0 million, compared with $1.8 million the prior year,
    primarily reflecting the year-over-year decrease in gross margin. 

  *Freight forwarding: The company's freight forwarding business generated
    total revenue of$18.5 millionfor the quarter, a 10.1% increase from the
    same period the prior year. Gross margin percentage was 13.5% for the
    quarter, compared with 9.2% for the same period in 2011. The improvements
    in revenue and gross margin percentage reflect a revenue increase from
    company-owned branches. Fourth quarter operating income was$454,000,
    compared with$35,000 for the same period the prior year. The increase in
    operating income reflects a higher gross margin, partially offset by
    higher SG&A costs associated with new company-owned locations inChicago,
    Houston, Los Angeles, Minneapolis, Charlotte and Atlanta. 

  *Corporate: Corporate SG&A expense for the fourth quarter of 2012 increased
    by $5.3 million, compared with the same period the prior year. The
    increase was driven by a higher headcount in corporate shared services and
    higher purchased services. Corporate SG&A expense for the fourth quarter
    of 2012 included approximately $1.4 million of litigation-related legal
    costs; $1.0 million of acquisition-related transaction costs; and $913,000
    of non-cash share based compensation. 

Full Year 2012 Financial Results

For the full year 2012, total revenue was $278.6 million, a 57.3% increase
from 2011. Gross margin dollars increased 37.1% year-over-year to $40.8
million, and gross margin percentage was 14.7%.

Consistent with the company's previously announced strategy, investments in
long-term growth impacted full year results. The company reported a net loss
of $20.3 million for the full year 2012, compared with net income of $759,000
for 2011. The net loss available to common shareholders was $23.3 million, or
a loss of $1.49 per diluted share, compared with a net loss available to
common shareholders of $44.6 million, or a loss of $5.41 per diluted share,
for 2011. The full year 2012 loss includes a charge of $0.19 per diluted share
related to $3.0 million in cumulative preferred dividends. The full year 2011
loss includes a non-cash charge of $44.2 million, or $5.36 per diluted share,
related to the September 2011 equity investment in the company.

EBITDA was a loss of $25.8 million for the full year 2012, compared with $2.7
million of EBITDA generated in 2011. Full year 2012 EBITDA was impacted by a
$2.9 million expense ($1.9 million after tax) for acquisition-related
transaction costs; a $2.5 million expense ($1.6 million after tax) for
litigation-related legal costs; a $540,000 expense ($344,000 after tax) for
compensation, severance and professional fees related to the composition of
the company's executive team; a $480,000 expense ($306,000 after tax) for
consulting fees in connection with securing an agreement with the state of
North Carolina for up to $3.2 million in future tax incentives; and $4.4
million of non-cash share-based compensation. A reconciliation of EBITDA to
net income is provided in the attached financial tables.

Conference Call

The company will hold a conference call on Thursday, February 28, 2013, at
8:30 a.m. Eastern Time. Participants can call toll-free (from U.S./Canada)
1-800-446-1671; international callers dial +1-847-413-3362. A live webcast of
the conference will be available on the Investor Relations area of the
company's website, www.xpologistics.com. The conference will be archived until
March 30, 2013. To access the replay by phone, call toll-free (from
U.S./Canada) 1-888-843-7419; international callers dial +1-630-652-3042. Use
participant passcode 34113016.

About XPO Logistics, Inc. 

XPO Logistics, Inc. (NYSE: XPO) is one of the fastest growing providers of
non-asset, third-party freight transportation services in North America. The
company uses its relationships with more than 22,000 ground, sea and air
carriers to find the best transportation solutions for its customers. XPO
Logistics offers its services through three business units: freight brokerage,
expedited transportation and freight forwarding. The company serves more than
7,750 customers in the retail, commercial, manufacturing and industrial
sectors through 60 locations, including 36 branches in the United States and
Canada and 24 agent offices. www.xpologistics.com

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures as defined
under Securities and Exchange Commission ("SEC") rules, such as earnings
(loss) before interest, taxes, depreciation and amortization ("EBITDA") for
the quarters and years ended December 31, 2012 and December 31, 2011. As
required by SEC rules, we provide reconciliations of these measures to the
most directly comparable measure under United States generally accepted
accounting principles ("GAAP"), which are set forth in the attachments to this
release. We believe that EBITDA improves comparability from period to period
by removing the impact of our capital structure (interest expense from our
outstanding debt), asset base (depreciation and amortization) and tax
consequences. In addition to its use by management, we believe that EBITDA is
a measure widely used by securities analysts, investors and others to evaluate
the financial performance of companies in our industry. Other companies may
calculate EBITDA differently, and therefore our EBITDA may not be comparable
to similarly titled measures of other companies. EBITDA is not a measure of
financial performance or liquidity under GAAP and should not be considered in
isolation or as an alternative to net income, cash flows from operating
activities and other measures determined in accordance with GAAP. Items
excluded from EBITDA are significant and necessary components of the
operations of our business, and, therefore, EBITDA should only be used as a
supplemental measure of our operating performance.

Forward-Looking Statements

This press release 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, acquisitions, fourth quarter
2013 EBITDA and freight brokerage cold-starts.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 SECand the following:economic conditions
generally; competition; our ability to find suitable acquisition candidates
and execute our acquisition strategy; our ability to raise capital; our
ability to attract and retain key employees to execute our growth strategy;
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; litigation; and governmental regulation.All
forward-looking statements set forth in this press release 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 press release speak only as of the date hereof and we do not
undertake any obligation to update forward-looking statements, including our
2013 outlook, to reflect subsequent events or circumstances, changes in
expectations or the occurrence of unanticipated events.

Investor Contact:
XPO Logistics, Inc.
Michelle Muniz, +1-203-930-1459
michelle.muniz@xpologistics.com

Media Contact:
Brunswick Group
Steve Lipin / Gemma Hart, +1-212-333-3810

                             XPO Logistics, Inc.
                     Consolidated Statement of Operations
                   (in thousands, except per share amounts)
                            Three Months Ended              Year Ended
                               December 31,                December 31,
                               2012       2011         2012         2011
Revenues
 Operating revenue        $  108,503  $  44,085     $  278,591     $  177,076
Expenses
 Direct expense               92,840     36,914        237,765        147,298
  Gross margin               15,663      7,171         40,826         29,778
 Sales general and
administrative expense         26,755      9,560         68,790         28,054
Operating (loss) income      (11,092)    (2,389)       (27,964)          1,724
 Other (income) expense           44        (6)            363             56
 Interest expense              3,177         46          3,207            191
(Loss) income before
income tax provision         (14,313)    (2,429)       (31,534)          1,477
 Income tax provision        (4,994)      (967)       (11,195)            718
Net (loss) income             (9,319)    (1,462)       (20,339)            759
 Preferred stock
beneficial conversion
charge                              0          0              0       (44,211)
 Cumulative preferred
dividends                       (743)      (750)        (2,993)        (1,125)
Net (loss) income
available to common
shareholders               $ (10,062)  $ (2,212)     $ (23,332)     $ (44,577)
Basic income per share
 Net (loss) income        $   (0.57)  $  (0.27)     $   (1.49)     $   (5.41)
Diluted income per share
 Net (loss) income        $   (0.57)  $  (0.27)     $   (1.49)     $   (5.41)
Weighted average common
shares outstanding
 Basic weighted average
common shares outstanding      17,702      8,252         15,694          8,247
 Diluted weighted average
common shares outstanding      17,702      8,252         15,694          8,247

Note: All share-related amounts in this press release and the financial
tables reflect the 4-for-1 reverse stock split that was effected on September
2, 2011.

                             XPO Logistics, Inc.
                         Consolidated Balance Sheets
                       (in thousands except share data)
                                          December 31, 2012  December 31, 2011
                 ASSETS                      (Unaudited)
Current assets:
 Cash and cash equivalents               $         252,293  $          74,007
 Accounts receivable, net of allowances
of $603 and $356, respectively                       61,245             22,425
 Prepaid expenses                                    1,555                426
 Deferred tax asset, current                         1,406                955
 Income tax receivable                               2,569              1,109
 Other current assets                                1,866                219
  Total current assets                            320,934             99,141
 Property and equipment, net of $5,323
and $3,937
 in accumulated depreciation,
respectively                                         13,090              2,979
 Goodwill                                           55,947             16,959
 Identifiable intangible assets, net of
$4,592 and $3,320
 in accumulated amortization,
respectively                                         22,473              8,053
 Other long-term assets                                764                509
 Total long-term assets                            92,274             28,500
  Total assets                          $         413,208  $         127,641
  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                        $          22,108  $           8,565
 Accrued salaries and wages                          3,516              2,234
 Accrued expenses, other                            21,123              2,789
 Current maturities of notes payable and
capital leases                                          491              1,675
 Other current liabilities                           1,789                808
  Total current liabilities                        49,027             16,071
 Convertible senior notes                          108,280                  0
 Notes payable and capital leases, net
of current maturities                                   676                454
 Deferred tax liability, long term                   6,781              2,346
 Other long-term liabilities                         3,385                410
  Total long-term liabilities                     119,122              3,210
Stockholders' equity:
Preferred stock, $.001 par value;
10,000,000 shares;
 74,275 shares issued and outstanding              42,794             42,794
 Common stock, $.001 par value;
150,000,000 shares authorized;
 18,002,985 and 8,410,353
 shares issued, respectively;
and17,957,985 and 8,365,353 shares
 outstanding, respectively                              18                  8
 Additional paid-in capital                        262,641            102,613
 Treasury stock, at cost, 45,000 shares
held                                                  (107)              (107)
 Accumulated deficit                              (60,287)           (36,948)
  Total stockholders' equity                      245,059            108,360
   Total liabilities and stockholders'
equity                                    $         413,208  $         127,641

                             XPO Logistics, Inc.
                     Consolidated Statement of Cash Flows
                   (in thousands, except per share amounts)
                                                 Year Ended December 31,
                                               2012        2011       2010
Operating activities
Net income                                $ (20,339)     $     759  $   4,888
Adjustments to reconcile net income to net
cash from operating activities
   Provisions for allowance for doubtful
   accounts                                       916           219       (84)
   Depreciation & amortization expense          2,713         1,240      1,290
   Accretion of debt                            1,475             0          0
   Stock compensation expense                   4,398         1,180        157
   Other                                            2            12          4
   Non-cash impairment of incentive
   payments                                         0             0         75
Changes in assets and liabilities, net of
effects of acquisitions:
   Accounts receivable                       (13,755)         1,627    (6,618)
   Deferred tax expense                       (8,260)         (327)        900
   Income tax receivable                      (1,556)           239    (1,348)
   Other current assets                         1,593           595      (355)
   Prepaid expenses                             (769)         (170)       (99)
   Other long-term assets and advances          (276)            97        338
   Accounts payable                           (2,585)         (191)      1,987
   Accrued expenses                            12,661         1,097      1,780
   Other liabilities                            (518)           234      (658)
Cash provided (used) by operating
activities                                   (24,300)         6,611      2,257
Investing activities
   Acquisition of businesses, net of cash
   acquired                                  (57,236)             0          0
   Payment of acquisition earn-out              (450)         (450)      (500)
   Payment for purchases of property and
   equipment                                  (6,981)         (754)      (811)
   Proceeds from sale of assets                     0            13          2
Cash Flows used by investing activities      (64,667)       (1,191)    (1,309)
Financing Activities
   Credit line, net activity                  (2,068)       (2,749)    (3,781)
   Proceeds from issuance of preferred
   stock, net of issuance costs                     0        71,628          0
   Proceeds from issuance of convertible
   senior notes, net                          138,504             0          0
   Proceeds from issuance of long-term
   debt                                             0             0      5,000
   Payments of notes payable and capital
   leases                                     (2,190)       (1,633)    (2,665)
   Excess tax benefit from stock options            0           451          0
   Proceeds from stock offering               136,961             0          0
   Proceeds from exercise of options, net         248           704        564
   Payments of tax withholdings for
   restricted shares                          (1,226)             0          0
   Dividends paid to preferred
   stockholders                               (3,000)         (375)          0
Cash flows provided by Financing
Activities                                    267,229        68,026      (882)
Effect of exchange rate changes on cash            24             0          0
Net increase in cash                         178,286        73,446         66
Cash, beginning of period                      74,007           561        495
Cash, end of period of period              $  252,293     $  74,007  $     561
Supplemental disclosure of noncash
activities:
 Cash paid during the period for interest         22           110        124
 Cash paid during the period for income
taxes                                             247           233      3,521

                              Freight Brokerage
                           Summary Financial Table
                                (in thousands)
                                     Three Months Ended December 31,
                                                                   
                              2012        2011     $ Variance    Change %
Revenue                                             
 Operating revenue         $  71,146     $  8,270     $   62,876       760.3%
Direct expense
 Transportation services      61,379        6,872         54,507       793.2%
 Other direct expense            245            9            236      2622.2%
Total direct expense           61,624        6,881         54,743       795.6%
  Gross margin                9,522        1,389          8,133       585.5%
SG&A expense
 Salaries & benefits           8,778          705          8,073      1145.1%
 Purchased services              672           35            637      1820.0%
 Other SG&A expense            1,734          141          1,593      1129.8%
 Depreciation &
amortization                      810           12            798      6650.0%
Total SG&A expense             11,994          893         11,101      1243.1%
Operating (loss) income     $ (2,472)     $    496     $  (2,968)      -598.4%
 
                                         Year Ended December 31,
                                                                   
                              2012          2011     $ Variance    Change %
Revenue
 Operating revenue         $ 125,121     $ 29,186     $   95,935       328.7%
Direct expense
 Transportation services     108,507       24,434         84,073       344.1%
 Other direct expense            489           55            434       789.1%
Total direct expense          108,996       24,489         84,507       345.1%
  Gross margin               16,125        4,697         11,428       243.3%
SG&A expense
 Salaries & benefits          15,170        2,484         12,686       510.7%
 Purchased services            1,694          148          1,546      1044.6%
 Other SG&A expense            3,590          716          2,874       401.4%
 Depreciation &
amortization                    1,223           44          1,179      2679.5%
Total SG&A expense             21,677        3,392         18,285       539.1%
Operating (loss) income     $ (5,552)     $  1,305     $  (6,857)      -525.4%

                              Freight Brokerage
                              Key Employee Data
                                             Three Months Ended
                               March 30,     June 30,     Sept 30,     Dec 31,
                                 2012        2012       2012      2012
Number of sales and
procurement personnel               40            92        290         594

Note: Totals are as of period end, and include the positions of shipper sales,
carrier procurement and logistics coordinators, and reflect the impact of
recruitment and acquisitions.

                           Expedited Transportation
                           Summary Financial Table
                                (in thousands)
                                      Three Months Ended December 31,
                                                                   
                               2012       2011     $ Variance    Change %
Revenue
Operating revenue           $ 22,102   $ 20,337     $    1,765         8.7%
Direct expense
Transportation services       17,381       15,379          2,002        13.0%
Other direct expense           1,065          713            352        49.4%
Total direct expense           18,446       16,092          2,354        14.6%
  Gross margin                3,656        4,245          (589)       -13.9%
SG&A expense
Salaries & benefits            1,673        1,645             28         1.7%
Purchased services               308          360           (52)       -14.4%
Other SG&A expense               608          323            285        88.2%
Depreciation & amortization       79           86            (7)        -8.1%
Total SG&A expense              2,668        2,414            254        10.5%
Operating income             $    988     $  1,831     $    (843)       -46.0%
                                          Year Ended December 31,
                                                                   
                               2012       2011     $ Variance    Change %
Revenue
Operating revenue           $ 94,008     $ 87,558     $    6,450         7.4%
Direct expense
Transportation services       73,376       66,267          7,109        10.7%
Other direct expense           3,738        2,998            740        24.7%
Total direct expense           77,114       69,265          7,849        11.3%
  Gross margin               16,894       18,293        (1,399)        -7.6%
SG&A expense
Salaries & benefits            6,613        6,854          (241)        -3.5%
Purchased services             1,015        1,426          (411)       -28.8%
Other SG&A expense             2,121        1,411            710        50.3%
Depreciation & amortization      320          403           (83)       -20.6%
Total SG&A expense             10,069       10,094           (25)        -0.2%
Operating income             $  6,825     $  8,199     $  (1,374)       -16.8%

Note: Total depreciation and amortization for the Expedited Transportation
operating segment included in both direct expense and SG&A, was $130,000 and
$131,000 for the three-months ended December 31, 2012 and 2011, respectively,
and $524,000 and $596,000 for the years ended December 31, 2012 and 2011,
respectively, ended December 31, 2012 and 2011.

                              Freight Forwarding
                           Summary Financial Table
                                (in thousands)
                                      Three Months Ended December 31,
                                                                   
                               2012       2011     $ Variance    Change %
Revenue
Operating revenue           $ 18,463     $ 16,769     $    1,694        10.1%
Direct expense
Transportation services       13,804       12,479          1,325        10.6%
Station commissions            2,120        2,711          (591)       -21.8%
Other direct expense              54           42             12        28.6%
Total direct expense           15,978       15,232            746         4.9%
 Gross margin                 2,485        1,537            948        61.7%
SG&A expense
Salaries & benefits            1,280          774            506        65.4%
Purchased services               203          122             81        66.4%
Other SG&A expense               407          461           (54)       -11.7%
Depreciation & amortization      141          145            (4)        -2.8%
Total SG&A expense              2,031        1,502            529        35.2%
Operating income             $    454     $     35     $      419      1197.1%
                                          Year Ended December 31,
                                                                   
                               2012         2011       $ Variance    Change %
Revenue
Operating revenue           $ 67,692     $ 65,148     $    2,544         3.9%
Direct expense
Transportation services       50,381       47,122          3,259         6.9%
Station commissions            9,321       11,098        (1,777)       -16.0%
Other direct expense             182          140             42        30.0%
Total direct expense           59,884       58,360          1,524         2.6%
 Gross margin                 7,808        6,788          1,020        15.0%
SG&A expense
Salaries & benefits            4,050        2,897          1,153        39.8%
Purchased services               597          432            165        38.2%
Other SG&A expense             1,479        1,339            140        10.5%
Depreciation & amortization      574          575            (1)        -0.2%
Total SG&A expense              6,700        5,243          1,457        27.8%
Operating income             $  1,108     $  1,545     $    (437)       -28.3%

                               XPO Corporate
           Summary of Selling, General & Administrative Expense
                              (in thousands)
                                Three Months Ended December 31,
                       2012          2011         $ Variance    Change %
SG&A expense                                            
Salaries & benefits $  3,780       $ 3,207       $      573          17.9%
Purchased services     4,422         1,304            3,118         239.1%
Other SG&A expense     1,691           232            1,459         628.9%
Depreciation &
amortization              168             8              160        2000.0%
Total SG&A expense   $ 10,061       $ 4,751       $    5,310         111.8%
                                    Year Ended December 31,
                       2012          2011         $ Variance    Change %
SG&A expense
Salaries & benefits $ 13,445       $ 4,103       $    9,342         227.7%
Purchased services    12,082         4,727            7,355         155.6%
Other SG&A expense     4,425           471            3,954         839.5%
Depreciation &
amortization              391            24              367        1529.2%
Total SG&A expense   $ 30,343       $ 9,325       $   21,018         225.4%

Note: Intercompany eliminations included revenue of $3.2 million and $1.3
million for the three-months ended December 31, 2012 and 2011, respectively,
as well as revenue of $8.2 million and $4.8 million for the years ended
December 31, 2012 and 2011, respectively.

                       Reconciliation of Non-GAAP Measures
                               XPO Logistics, Inc.
               Consolidated Reconciliation of EBITDA to Net Income
                                  (in thousands)
               Three Months Ended                     Year Ended
                  December 31,                       December 31,
                                                                            
                                      Change                             Change
                2012        2011         %         2012         2011         %
Net (loss)
income
available to
common                                                              
shareholders $ (10,062)  $ (2,212)   354.9%  $ (23,332)  $ (44,577)    -47.7%
Dividends
and
preferred
shares
conversion
charge            (743)       (750)     -0.9%      (2,993)     (45,336)     -93.4%
Net (loss)
income          (9,319)     (1,462)   537.41%     (20,339)          759   -2779.7%
Interest
expense           3,177          46   6806.5%        3,207          191    1579.1%
Income tax
provision       (4,994)       (967)    416.4%     (11,195)          718   -1659.2%
Depreciation
and
amortization      1,198         251    377.3%        2,508        1,046     139.8%
EBITDA       $  (9,938)   $ (2,132)    366.1%   $ (25,819)   $    2,714   -1051.3%

Note: Please refer to the "Non-GAAP Financial Measures" section of the press
release.

                             XPO Logistics, Inc.
       Consolidated Calculation of Diluted Weighted Shares Outstanding
                            Three Months Ended           Year Ended Ended
                        December 31,  December 31,  December 31,  December 31,
                            2012          2011          2012          2011
Basic common stock
outstanding               17,701,679     8,252,891    15,694,430     8,246,577
Potentially Dilutive
Securities:
Shares underlying the
conversion                10,522,399    10,714,286    10,695,326     3,522,505
of preferred stock to
common stock
Shares underlying the
conversion                 8,575,577             0     2,238,758             0
of the convertible
senior notes
Shares underlying
warrants to               5,548,022     3,568,707     5,717,284     3,618,061
purchase common stock
Shares underlying
stock options               447,545       402,819       473,421       298,017
to purchase common
stock
Shares underlying
restricted stock units      237,453           682       249,139         6,456
                          25,330,996    14,686,492    19,373,928     7,445,039
Diluted weighted shares
outstanding               43,032,674    22,939,383    35,068,358    15,691,616

Note: For dilution purposes, GAAP requires diluted shares to be reflected on a
weighted average basis, which takes into account the portion of the period in
which the diluted shares were outstanding. The table above reflects the
weighted average diluted shares for the periods presented. The impact of this
dilution was not reflected in the earnings per share calculations on the
Consolidated Statements of Operations because the impact was anti-dilutive.
The treasury method was used to determine the shares underlying the warrants
to purchase common stock with an average closing market price of common stock
of $14.52 per share and $10.50 per share for the three months ended December
31, 2012 and 2011, respectively, and $15.01 per share and $10.57 per share for
the years ended December 31, 2012 and 2011, respectively.

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Source: XPO Logistics, Inc. via Thomson Reuters ONE
HUG#1681842