XPO Logistics, Inc.: XPO Logistics Announces Second Quarter 2014 Results

   XPO Logistics, Inc.: XPO Logistics Announces Second Quarter 2014 Results

                   Reports 49% organic growth company-wide

           Generates higher-than-expected gross revenue and EBITDA

Raises year-end target run rates to $3 billion of revenue and $150 million of
                                    EBITDA

GREENWICH, Conn. - July 29, 2014 - XPO Logistics, Inc. (NYSE: XPO) today
announced financial results for the second quarter of 2014. Total gross
revenue increased 323.8% year-over-year to $581.0 million, and net revenue
increased 530.1% to $121.9 million.

The company reported a net loss of $13.8 million for the quarter, compared
with a net loss of $17.4 million for the same period in 2013. The net loss
available to common shareholders was $14.5 million, or a loss of $0.28 per
diluted share, compared with a net loss of $18.1 million, or a loss of $1.00
per diluted share, for the same period in 2013.

The adjusted net loss available to common shareholders, a non-GAAP measure,
was $11.6 million, or a loss of $0.22 per share for the quarter. Adjusted net
loss excludes: a primarily non-cash charge of $3.7 million, or $2.3 million
after-tax, of accelerated amortization due to the rebranding of the company's
Express-1 business; and $720,000, or $593,000 after-tax, of transaction and
integration costs related to the acquisition of Pacer International, Inc.
("Pacer"). Reconciliations of adjusted net loss to common shareholders and
adjusted EPS are provided in the attached financial tables.

Adjusted earnings (loss) before interest, taxes, depreciation and amortization
("adjusted EBITDA"), a non-GAAP financial measure, was a gain of $14.1 million
for the quarter, compared with a loss of $12.4 million for the same period in
2013. Adjusted EBITDA for 2014 excludes $627,000 of transaction and
integration costs related to the acquisition of Pacer and $321,000 of
rebranding costs; and includes $1.6 million of non-cash share-based
compensation. A reconciliation of adjusted EBITDA to net income is provided in
the attached financial table.

The company had approximately $129 million of cash, including $17 million of
restricted cash, as of June 30, 2014.

Raises Full Year Financial Targets

The company has raised its full year 2014 financial targets as follows:

  oAn annual revenue run rate of more than $3 billion by December 31, up from
    a prior target of $2.75 billion; and
  oAn annual EBITDA run rate of at least $150 million by December 31, up from
    a prior target of $100 million.

Acquisition Announcements

On July 29, 2014, the company announced that it has entered into a definitive
agreement to acquire non-asset based logistics company New Breed Holding
Company ("New Breed") in a transaction valued at approximately $615 million.
New Breed is the preeminent U.S. provider of industry-defining contract
logistics services for omni-channel distribution, reverse logistics,
transportation management, freight bill audit and payment, lean manufacturing
support, aftermarket support and supply chain optimization. The transaction is
expected to close in the third quarter, subject to customary approvals and
conditions.

The company further announced that it has completed the acquisition of
Atlantic Central Logistics ("ACL"), in a transaction valued at approximately
$36.5 million. ACL is a non-asset based, third party provider of last mile
logistics with 14 East Coast locations. The full text of the company's
acquisition announcements can be found at www.xpologistics.com/investors.

CEO Comments

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said,
"In the second quarter, we outperformed a favorable brokerage environment and
delivered strong results across the board. Our gross revenue, volume, net
revenue margin and EBITDA all came in significantly ahead of plan. We reported
robust organic growth of 49% company-wide, and in our freight brokerage unit,
we generated outsized organic growth of 67%. We accomplished this by
capitalizing on our increasing scale and lane density, and by improving the
productivity of our sales force."

Jacobs continued, "We're very bullish about the two acquisitions we announced
today. New Breed is the Rolls Royce of contract logistics - the preeminent
provider of high margin, technology-intense, engineered solutions for blue
chip customers. This will be a transformational addition to our service
offering and a major increase in scale. Our XPO network will grow to more than
200 locations and approximately 10,000 employees. We'll offer the most
comprehensive range of logistics services in North America, with world-class
technology and expertise.

"ACL is a strategically attractive, 14-location, last mile logistics company
that we acquired yesterday. This transaction expands our tier one
relationships in the e-commerce space, where the demand for last mile service
is skyrocketing. ACL specializes in facilitating the time-sensitive, local
movement of e-commerce goods between distribution centers and the
end-consumer. We'll integrate these operations with our XPO Last Mile business
and leverage our combined capacity and expertise."

Jacobs concluded, "We've raised our 2014 outlook to reflect our accelerated
growth trajectory. We now expect a year-end revenue run rate of more than $3
billion, and an EBITDA run rate of at least $150 million - 50% more EBITDA
than our original target."

Second Quarter 2014 Results by Business Unit

  oFreight brokerage: The company's freight brokeragebusiness generated
    total gross revenue of$493.4 millionfor the quarter, a 417.4% increase
    from the same period in 2013. Net revenue margin was 21.3%, compared with
    13.2% in 2013, an improvement of 810 basis points. The year-over-year
    increases in revenue and margin were primarily due to the acquisitions of
    3PD, Optima Service Solutions and Pacer, and 67% organic revenue growth.
    Organic growth included revenue growth from our cold-starts, which are on
    an annualized revenue run rate of $220 million, compared with $90 million
    a year ago. Excluding the margin benefit of our last mile and intermodal
    operations, freight brokerage net revenue margin improved year-over-year,
    reflecting a more seasoned sales force and data-rich information
    technology. Second quarter operating income was a gain of $4.4 million,
    compared with a loss of $5.0 million a year ago.
  oExpedited transportation: The company's expedited transportation business
    generated total gross revenue of $36.2 million for the quarter, a 37.0%
    increase from the same period in 2013. Net revenue margin was 30.8%,
    compared with 15.9% in 2013, an improvement of 1,490 basis points. Our
    ability to achieve more revenue per mile drove margin higher
    year-over-year, even excluding the substantial benefit of our XPO NLM
    business, acquired in December 2013. Second quarter operating income wasa
    loss of $363,000, compared with a gain of $1.2 million a year ago,
    reflecting a one-time non-cash charge of $3.3 million related to the
    rebranding of Express-1 to XPO Express. Excluding this charge, second
    quarter operating income was a gain of $3.0 million.
  oFreight forwarding: The company's freight forwarding business generated
    total gross revenue of$54.2 millionfor the quarter, a 180.2% increase
    from the same period in 2013. Net revenue margin was 10.3%, compared with
    13.3% in 2013. The decrease in net revenue margin was due in part to the
    consolidation of the former Pacer freight forwarding operations into the
    XPO Global Logistics network, which shifted the revenue mix toward
    higher-revenue, lower-margin international transactions. Operating income
    was a loss of $903,000, compared with a gain of $478,000 a year ago, due
    in part to the consolidation of Pacer operations.
  oCorporate: Corporate SG&A expense for the second quarter of 2014 was $15.1
    million, compared with $10.7 million for the second quarter of 2013. The
    higher corporate SG&A expense includes the allocation of expenses related
    to Pacer. Corporate SG&A for the second quarter includes: $627,000, or
    $516,000 after-tax, of integration charges related to the acquisition of
    Pacer; $1.3 million, or $1.1 million after-tax, of additional
    acquisition-related transaction costs; and $1.7 million, or $1.4 million
    after-tax, of litigation costs.

Six Months 2014 Financial Results

For the six months ended June 30, 2014, the company reported total revenue of
$863.4 million, a 243.9% increase from the first six months of 2013.

Net loss was $41.9 million for the first six months of 2014, compared with net
loss of $31.9 million for the same period last year. The company reported a
six-month net loss available to common shareholders of $43.4 million, or a
loss of $0.92 per diluted share, compared with a net loss of $33.4 million, or
a loss of $1.84 per diluted share, for the same period in 2013.

Adjusted EBITDA was a gain of $14.8 million for the first six months of 2014,
compared with a loss of $22.1 million for the same period in 2013. Adjusted
EBITDA excludes $11.4 million of transaction and integration costs related to
the acquisition of Pacer, and includes $3.8 million and $2.1 million of
non-cash share-based compensation for 2014 and 2013, respectively. A
reconciliation of adjusted EBITDA to net income is provided in the attached
financial table.

Rebrands Expedited Transportation and Last Mile Operations

In June, the company rebranded two of its core businesses to further its
market strategy of serving customers as one, integrated portfolio of supply
chain services under the XPO brand. The Express-1 expedited transportation
business now operates as XPO Express, and the 3PD last mile business now
operates as XPO Last Mile. More information about these services can be found
at www.xpo-express.com and www.xpolastmile.com, respectively.

Conference Call

The company will hold a conference call on Wednesday, July 30, 2014, at 9:30
a.m. Eastern Time. Participants can call toll-free (from U.S./Canada)
1-800-708-4540; international callers dial +1-847-619-6397. A live webcast of
the conference will be available on the investor relations area of the
company's website, www.xpologistics.com/investors. The conference will be
archived until August 29, 2014. 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 37627194.

About XPO Logistics, Inc.

XPO Logistics, Inc. (NYSE: XPO) is one of the fastest growing providers of
transportation logistics services in North America: the fourth largest freight
brokerage firm, the third largest provider of intermodal services, the largest
provider of last-mile logistics for heavy goods, and the largest manager of
expedited shipments, with growing positions in managed transportation, global
freight forwarding and less-than-truckload brokerage. The company facilitates
more than 31,000 deliveries a day throughout the U.S., Mexico and Canada.

XPO Logistics has 148 locations and approximately 3,100 employees. Its three
business segments - freight brokerage, expedited transportation and freight
forwarding - utilize relationships with ground, rail, sea and air carriers to
serve over 14,000 customers in the manufacturing, industrial, retail,
commercial, life sciences and government sectors. The company has more than
3,600 trucks under contract to its drayage, expedited and last-mile
subsidiaries, and has access to additional capacity through its relationships
with over 27,000 other carriers. For more information: 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 adjusted net
loss available to common shareholders and adjusted EPS, in each case for the
quarter ended June 30, 2014, and earnings (loss) before interest, taxes,
depreciation and amortization ("EBITDA") and adjusted EBITDA for the quarters
ended June 30, 2014 and 2013. 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 adjusted net
loss available to common shareholders improves comparability from period to
period by removing the impact of nonrecurring expense items related to our
rebranding of Express-1 to XPO Express and our acquisition of Pacer, which we
completed on March 31, 2014. We believe that EBITDA and adjusted EBITDA
improve 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, and, in the case of
adjusted EBITDA, non-recurring costs related to the Pacer acquisition. In
addition to its use by management, we believe that EBITDA and adjusted EBITDA
are measures widely used by securities analysts, investors and others to
evaluate the financial performance of companies in our industry. Other
companies may calculate EBITDA and adjusted EBITDA differently, and therefore
our measures may not be comparable to similarly titled measures of other
companies. EBITDA and adjusted EBITDA are not measures 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
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 supplemental measures 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 the company's full year
2014 financial targets. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. In some cases,
forward-looking statements can be identified by the use of forward-looking
terms such as "anticipate," "estimate," "believe," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal," "guidance," "outlook,"
"effort," "target" or the negative of these terms or other comparable terms.
However, the absence of these words does not mean that the statements are not
forward-looking. These forward-looking statements are based on certain
assumptions and analyses made by us in light of our experience and our
perception of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate in the
circumstances.

These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Factors that might cause or
contribute to a material difference include those discussed in XPO's filings
with the SEC and the following: economic conditions generally; competition;
XPO's ability to find suitable acquisition candidates and execute its
acquisition strategy;the expected impact of the acquisitions of New Breed and
ACL, including the expected impact on XPO's results of operations; the ability
to obtain the requisite regulatory approvals and the satisfaction of other
conditions to consummation of the New Breed transaction; the ability to
realize anticipated synergies and cost savings with respect to acquired
companies; XPO's ability to raise debt and equity capital; XPO's ability to
attract and retain key employees to execute its growth strategy, including New
Breed's and ACL's management teams; litigation, including litigation related
to alleged misclassification of independent contractors; the ability to
develop and implement a suitable information technology system; the ability to
maintain positive relationships with XPO's networks of third-party
transportation providers; the ability to retain XPO's and acquired companies'
largest customers; XPO's ability to successfully integrate New Breed, ACL and
other acquired businesses; rail and other network changes; weather and other
service disruptions; 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 will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on, XPO or its
businesses or operations. Forward-looking statements set forth in this
document speak only as of the date hereof, and XPO undertakes no obligation to
update forward-looking statements to reflect subsequent events or
circumstances, changes in expectations or the occurrence of unanticipated
events except to the extent required by law.

Investor Contact:
XPO Logistics, Inc.
Tavio Headley, +1-203-930-1602
tavio.headley@xpologistics.com
Media Contacts:
Brunswick Group
Gemma Hart, Darren McDermott, +1-212-333-3810

                             XPO Logistics, Inc.
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
                    (In thousands, except per share data)
                                                         
                          Three Months Ended           Six Months Ended
                               June 30,                    June 30,
                           2014         2013         2014         2013
                                                         
Revenue                 $  581,009  $    137,091   $  863,412  $    251,090
Operating expenses                                        
 Cost of
purchased
transportation and
services                  459,139      117,751     683,145      215,490
 Direct operating                                   
expense                    27,212          -      31,092          -
 Sales, general
and administrative
expense                   106,553       33,355     182,431       60,982
 Total
operating expenses         592,904       151,106      896,668       276,472
Operating loss            (11,895)      (14,015)     (33,256)      (25,382)
 Other expense          235          167         250           58
 Interest expense      3,403         3,106       13,461         6,170
Loss before income tax
provision                (15,533)     (17,288)    (46,967)     (31,610)
 Income tax
(benefit) provision        (1,771)            74      (5,070)           296
Net loss                 (13,762)     (17,362)    (41,897)     (31,906)
 Cumulative
preferred dividends         (733)        (743)     (1,475)      (1,486)
Net loss available to
common shareholders     $ (14,495)  $   (18,105)   $ (43,372)  $   (33,392)
                                                         
Basic loss per share                                      
 Net loss         $   (0.28)  $     (1.00)   $   (0.92)  $     (1.84)
Diluted loss per share                                    
 Net loss         $   (0.28)  $     (1.00)   $   (0.92)  $     (1.84)
Weighted average common
shares outstanding                                        
 Basic weighted
average common shares
outstanding                52,565       18,180      46,970       18,107
 Diluted weighted
average common shares
outstanding                52,565       18,180      46,970       18,107

                             XPO Logistics, Inc.
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
                                (In thousands)
                                                    
                                                 Six Months Ended
                                                     June 30,
                                           2014               2013
Operating activities                                  
Net loss                                $  (41,897)   $             (31,906)
Adjustments to reconcile net loss to net
cash from operating activities                        
      Provisions for allowance for
     doubtful accounts                       3,180                     627
     Depreciation and amortization          36,543                   3,349
     Stock compensation expense              3,843                   2,147
     Accretion of debt                       2,663                   2,916
     Deferred tax expense                  (7,071)                     167
     Other                                   2,335                   (130)
Changes in assets and liabilities, net
of effects of acquisitions:                           
     Accounts receivable                  (57,334)                (24,134)
     Income tax payable                      2,441                   (732)
      Prepaid expense and other current
     assets                                (3,551)                   (275)
     Other long-term assets                (7,101)                    (28)
     Accounts payable                       37,791                 (4,013)
      Accrued expenses and other
     liabilities                             1,552                   2,939
                                                    
Cash flows used by operating activities     (26,606)                 (49,073)
Investing activities                                  
      Acquisition of businesses, net of
     cash acquired                       (200,999)                (19,660)
      Payment for purchases of property
     and equipment                         (9,822)                 (3,864)
     Other                                     265      125
Cash flows used by investing activities    (210,556)                 (23,399)
Financing activities                                  
      Repayment of borrowings on
     revolving credit facility            (75,000)     -
     Proceeds from stock offering, net     413,164     -
      Payment for cash held as
     collateral in lending arrangement     (8,503)     -
      Dividends paid to preferred
     stockholders                          (1,475)                 (1,486)
     Other                                   (928)                   (180)
Cash flows provided (used) by financing
activities                                   327,258                  (1,666)
                                                    
Net increase (decrease) in cash              90,096                (74,138)
Cash and cash equivalents, beginning of
period                                        21,524                  252,293
Cash and cash equivalents, end of period $   111,620   $              178,155
                                                    
Supplemental disclosure of cash flow
information:                                          
                                                    
 Cash paid for interest                 $     4,726   $                3,337
 Cash (received) paid for income taxes  $     (291)   $                  906
 Equity portion of acquisition purchase
price                                    $   108,187   $                3,089

                                                  Freight Brokerage
                                               Summary Financial Table
                                                     (Unaudited)
                                                    (In thousands)
                                                                                          
                         Three Months Ended June 30,                          Six Months Ended June 30,
                                             $           Change                                    $           Change
                2014       2013     Variance      %       2014        2013      Variance      %
                                                                                         
Revenue        $ 493,390   $  95,360   $ 398,030       417.4%  $ 725,078   $   173,590   $ 551,488       317.7%
Cost of
purchased
transportation
and services    388,282     82,793    305,489       369.0%   575,654      150,957    424,697       281.3%
 Net
revenue          105,108      12,567      92,541       736.4%    149,424        22,633     126,791       560.2%
Direct
operating                                                                   
expense          27,212     -     27,212       100.0%    31,092          -     31,092       100.0%
SG&A expense                                                                               
 Salaries &
benefits         38,795     12,367     26,428       213.7%    64,321       22,530     41,791       185.5%
 Other SG&A
expense          11,339      3,031      8,308       274.1%    19,180        4,926     14,254       289.4%
 Purchased
services          4,736        979      3,757       383.8%     6,808        1,793      5,015       279.7%
 Depreciation
& amortization   18,595      1,180     17,415      1475.8%    27,589        2,194     25,395      1157.5%
Total SG&A
expense           73,465      17,557      55,908       318.4%    117,898        31,443      86,455       275.0%
Operating
income (loss)  $   4,431   $ (4,990)   $   9,421      -188.8%  $     434   $   (8,810)   $   9,244      -104.9%

Note: Total depreciation and amortization for the Freight Brokerage reportable
segment included in both direct operating expense and SG&A, was $19,271,000
and $1,180,000 for the three-months ended June 30, 2014 and 2013,
respectively, and $28,264,000 and $2,194,000 for the six-months ended June 30,
2014 and 2013, respectively.

                                       Freight Brokerage
                                           Key Data
                             (In thousands, except personnel data)
                                                                 
                                                                 
             3 Mos Ended         3 Mos Ended        6 Mos Ended         6 Mos Ended
               June 30,           June 30,            June 30,           June 30,
                  2014                2013                 2014                2013
Revenue                                                           

Truckload,
LTL, and                                           
Intermodal  $        387,492  $  95,360  $        532,076  $   173,590
 Last                              
Mile                105,898                   -          193,002                   -
Total                                                     
Revenue     $ 493,390  $  95,360  $        725,078  $   173,590
                                                                 
Net Revenue                                                       

Truckload                                      
and LTL     $         23,894  $  12,489  $         43,612  $  22,582
                           
Intermodal            50,149                     78            50,351                     51
 Total
Truckload,
LTL, and                                       
Intermodal           74,043    12,567           93,963    22,633
 Last                          
Mile                 31,065                   -           55,461                   -
Total Net                                          
Revenue     $        105,108  $  12,567  $        149,424  $  22,633
                                                                 
Net Revenue
%                                                                 

Truckload,
LTL, and
Intermodal            19.1%                 13.2%            17.7%                 13.0%
 Last                                                  
Mile                  29.3%                   -            28.7%                   -
Overall Net
Revenue %              21.3%                  13.2%             20.6%                  13.0%
                                                                 
Direct
Operating
Expense                                                           
                               
Intermodal  $         22,872  $                 -  $         22,872  $                 -
 Last                      
Mile                  4,340                   -            8,220                   -
Total
Direct
Operating                        
Expense     $         27,212  $                 -  $         31,092  $                 -
                                                                 
Freight
Brokerage
personnel
(end of       
period)               2,245                   788                   

Note: Employee totals are as of period end, and primarily include the
positions of shipper sales, carrier procurement and brokerage operations, and
reflect the impact of recruitment and acquisitions.

                                              Expedited Transportation
                                               Summary Financial Table
                                                     (Unaudited)
                                                   (In thousands)
                                                                                         
                         Three Months Ended June 30,                          Six Months Ended June 30,
                                              $           Change                                  $           Change
                2014       2013      Variance      %       2014       2013      Variance     %
                                                                                         
Revenue        $ 36,231  $    26,445   $   9,786        37.0%  $ 70,041   $    50,320   $ 19,721        39.2%
Cost of
purchased
transportation
and services    25,067       22,235      2,832        12.7%   47,510       42,302     5,208        12.3%
 Net
revenue          11,164         4,210       6,954       165.2%    22,531         8,018     14,513       181.0%
SG&A expense                                                                              
 Salaries &
benefits         4,376        2,016      2,360       117.1%    8,530        3,961     4,569       115.3%
 Other SG&A
expense          1,670          513      1,157       225.5%    3,127        1,117     2,010       179.9%
 Purchased
services           562          246        316       128.5%      996          535       461        86.2%
 Depreciation
& amortization   4,919          248      4,671      1883.5%    6,497          465     6,032      1297.2%
Total SG&A
expense          11,527         3,023       8,504       281.3%    19,150         6,078     13,072       215.1%
Operating
(loss) income     (363)         1,187     (1,550)      -130.6%     3,381         1,940      1,441        74.3%
 Accelerated
amortization
of Express-1                                                             
trade name       3,346          -      3,346       100.0%    3,346          -     3,346       100.0%
Adjusted
operating
income (loss)  $  2,983   $     1,187   $   1,796       151.3%  $  6,727   $     1,940   $  4,787       246.8%

Note: Total depreciation and amortization for the Expedited Transportation
reportable segment included in both cost of purchased transportation and
services and SG&A, was $4,954,000 and $291,000 for the three-months ended June
30, 2014 and 2013, respectively, and $6,566,000 and $559,000 for the
six-months ended June 30, 2014 and 2013, respectively.

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

                                               Freight Forwarding
                                            Summary Financial Table
                                                  (Unaudited)
                                                 (In thousands)
                                                                                    
                        Three Months Ended June 30,                       Six Months Ended June 30,
                                           $           Change                                $           Change
                2014      2013    Variance      %       2014      2013    Variance      %
                                                                                    
Revenue        $ 54,178   $ 19,338   $  34,840       180.2%  $ 73,684   $ 35,571   $  38,113       107.1%
Cost of
purchased
transportation
and services    48,580    16,775     31,805       189.6%   65,373    30,622     34,751       113.5%
 Net
revenue           5,598      2,563       3,035       118.4%     8,311      4,949       3,362        67.9%
SG&A expense                                                                         
 Salaries &
benefits         1,627     1,518        109         7.2%    3,262     2,951        311        10.5%
 Other SG&A
expense          4,130       317      3,813      1202.8%    4,478       720      3,758       521.9%
 Purchased
services           243       157         86        54.8%      320       247         73        29.6%
 Depreciation
& amortization     501        93        408       438.7%      601       181        420       232.0%
Total SG&A
expense           6,501      2,085       4,416       211.8%     8,661      4,099       4,562       111.3%
Operating
(loss) income  $  (903)   $    478   $ (1,381)      -288.9%  $  (350)   $    850   $ (1,200)      -141.2%

                                              XPO Corporate
                           Summary of Sales, General & Administrative Expense
                                               (Unaudited)
                                             (In thousands)
                                                                              
                      Three Months Ended June 30,                    Six Months Ended June 30,
                                         $           Change                            $           Change
               2014       2013     Variance    %       2014      2013    Variance    %
SG&A expense                                                               
Salaries &
benefits      $  6,952   $  4,590   $  2,362       51.5%  $ 16,795  $  9,097  $  7,698       84.6%
Other SG&A
expense         1,872     1,337       535       40.0%    5,492    2,696    2,796      103.7%
Purchased
services        5,692     4,532     1,160       25.6%   13,322    7,154    6,168       86.2%
Depreciation
&
amortization     544       231       313      135.5%    1,112      415      697      168.0%
Total SG&A
expense       $ 15,060   $ 10,690   $  4,370       40.9%  $ 36,721  $ 19,362  $ 17,359       89.7%

Note: Intercompany eliminations included revenue of $2.8 million and $4.1
million for the three-months ended June 30, 2014 and 2013, respectively, and
$5.4 million and $8.4 million for the six-months ended June 30, 2014 and 2013,
respectively.

                            Reconciliation of Non-GAAP Measures
                                    XPO Logistics, Inc.
                     Consolidated Reconciliation of EBITDA to Net Loss
                                       (In thousands)
                                                                     
                       Three Months Ended                       Six Months Ended
                            June 30,                                June 30,
                                                                                     
                2014          2013        Change %     2014         2013      Change %
                                                                     
Net loss
available to
common
shareholders  $ (14,495)  $    (18,105)    -19.9%  $ (43,372)  $   (33,392)     29.9%
Preferred
dividends          (733)           (743)      -1.3%     (1,475)       (1,486)     -0.7%
Net loss        (13,762)        (17,362)     -20.7%    (41,897)      (31,906)     31.3%
Pacer debt
commitment                                                   
fee^(1)              93            -     100.0%      4,624          -    100.0%
Other
interest
expense           3,310          3,106       6.6%      8,837        6,170     43.2%
Income tax
(benefit)
provision       (1,771)             74   -2493.2%    (5,070)          296  -1812.8%
Accelerated
amortization
of Express-1                                                 
trade name        3,346            -     100.0%      3,346          -    100.0%
Other
depreciation
and
amortization     21,924          1,795    1121.4%     33,197        3,349    891.3%
EBITDA        $   13,140   $    (12,387)    -206.1%  $    3,037  $   (22,091)   -113.7%
Pacer
transaction
and
restructuring                                                
costs               627            -     100.0%     11,408          -    100.0%
XPO Express
and XPO Last
Mile
rebranding                                                           
costs               321    -     100.0%        321          -    100.0%
Adjusted
EBITDA        $   14,088   $    (12,387)    -213.7%  $   14,766  $   (22,091)   -166.8%

(1)Pacer debt commitment fee is recorded in interest expense.

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

                     Reconciliation of Non-GAAP Measures
                             XPO Logistics, Inc.
    Consolidated Reconciliation of GAAP Net Loss and Net Loss Per Share to
                   Adjusted Net Loss and Net Loss Per Share
                                                       
                    Three Months Ended               Six Months Ended
                         June 30,                        June 30,
                  2014             2013           2014           2013
                                                       
GAAP net loss
available to
common                                                    
shareholders  $     (14,495)  $     (18,105)  $   (43,372)  $     (33,392)

Accelerated
amortization
of Express-1                                 
trade name            3,346        -        3,346            -
 XPO
Express and
XPO Last Mile
rebranding                        
costs                   321             -          321            -
 Pacer
transaction
and
restructuring                         
costs                   627             -       11,408            -
 Pacer debt
commitment                                
fee^(1)                  93                       4,624   
 Adjustment
to tax                                           
benefit             (1,460)                     (3,883)   
Adjusted net
loss
available to
common                                                      
shareholders  $     (11,568)   $   (18,105)  $   (27,556)  $     (33,392)
                                                       
Adjusted
basic loss
per share                                               

Adjusted net                              
loss          $ (0.22)         $ (1.00)        $ (0.59)      $ (1.84)
Adjusted
diluted loss
per share                                               

Adjusted net                              
loss          $ (0.22)         $ (1.00)        $ (0.59)      $ (1.84)
Weighted
average
common shares
outstanding                                             
 Basic
weighted
average
common shares
outstanding          52,565          18,180       46,970         18,107

Diluted
weighted
average
common shares
outstanding          52,565          18,180       46,970         18,107

(1)Pacer debt commitment fee is recorded in interest expense.

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                        Six Months Ended
             June 30, 2014       June 30, 2013       June 30, 2014       June 30, 2013
Basic
common
stock
outstanding         52,564,636          18,179,570          46,969,847          18,106,564
                                                                    
Potentially
Dilutive
Securities:                                                          
Shares
underlying
the
conversion          10,476,430          10,610,714          10,489,784          10,610,714
of
preferred
stock to
common
stock                                                                
Shares
underlying
the                           
conversion           7,341,524  8,749,239           7,540,478           8,749,239
of the
convertible
senior
notes                                                                
Shares
underlying
warrants to          7,765,457           6,262,380           7,886,891           6,302,668
purchase
common
stock                                                                
Shares
underlying
stock
options                497,716             526,813             513,254             533,977
to
purchase
common
stock                                                                
Shares
underlying
restricted
stock units            714,896             436,275             657,583             418,898
                   26,796,023          26,585,421          27,087,990          26,615,496
                                                                      
Diluted
weighted
shares
outstanding         79,360,659          44,764,991          74,057,837          44,722,060

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
Condensed 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 $26.41 per share and $16.85 per share for the three months
ended June 30, 2014 and 2013, respectively, and $27.61 per share and $17.00
per share for the six months ended June 30, 2014 and 2013, respectively.

XPO 2Q14 Press Release

------------------------------------------------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: XPO Logistics, Inc. via Globenewswire
HUG#1842851
 
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