Release Details

Reports 51% organic growth company-wide

Raises estimate for cost synergies from Pacer integration to $15 million

Opens freight brokerage cold-start in Kansas City

Reaffirms full year 2014 guidance

GREENWICH, Conn. - May 1, 2014 - XPO Logistics, Inc. (NYSE: XPO) today announced financial results for the first quarter of 2014. Total gross revenue increased 147.7% year-over-year to $282.4 million. Net revenue increased 259.1% to $58.4 million.^[1]

The company reported a net loss of $28.1 million for the quarter, compared with a net loss of $14.5 million for the same period in 2013. The net loss available to common shareholders was $28.9 million, or a loss of $0.70 per diluted share, compared with a net loss of $15.3 million, or a loss of $0.85 per diluted share, for the same period in 2013. The company's first quarter 2014 results reflect: $10.8 million, or $7.5 million after-tax, of transaction and integration costs related to the acquisition of Pacer International, Inc.; $4.5 million, or $3.7 million after-tax, for a commitment fee related to an undrawn debt funding option for the Pacer transaction; and $2.3 million, before-tax and after-tax, related to conversions of the company's convertible senior notes.

Earnings (loss) before interest, taxes, depreciation and amortization ("EBITDA"), a non-GAAP financial measure, was a loss of $10.1 million for the quarter, compared with a loss of $9.8 million for the same period in 2013. EBITDA for the first quarter reflects $1.4 million and $1.1 million of non-cash share-based compensation for 2014 and 2013, respectively. Excluding $10.8 million of transaction and integration costs related to the Pacer acquisition, adjusted EBITDA for the first quarter of 2014 was $678,000. Reconciliations of EBITDA and adjusted EBITDA to net income are provided in the attached financial tables.

The company had approximately $157 million of cash, including $13 million of restricted cash, as of March 31, 2014, immediately following its acquisition of Pacer.

[1] Effective 2014, the company began reporting Net Revenue and Net Revenue Margin, instead of the equivalent Gross Margin and Gross Margin Percentage, to accommodate GAAP accounting for direct operating costs associated primarily with its acquired intermodal operations.

Reaffirms Full Year Financial Targets

The company reaffirmed its full year 2014 targets for an annual revenue run rate of at least $2.75 billion and an annual EBITDA run rate of at least $100 million by December 31. The company expects to acquire at least $400 million of historical annual revenue in 2014, excluding the Pacer acquisition.

CEO Comments

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, "In the first quarter, we increased our revenue to $282 million - significantly more than expected - including notable year-over-year organic growth of 51%. Our 11 brokerage cold-starts, including our newest branch in Kansas City, are on a combined revenue run rate of $190 million, nearly triple the rate of 12 months ago. Our employee productivity metrics are on the rise, and our strategic accounts team signed 33 new major accounts in the quarter.

"Our expedited business, which benefited from weather-related supply chain disruptions, increased first quarter profitability fivefold from a year ago. This included the impact of our online portal XPO NLM, which we purchased in December: XPO NLM managed over 130,000 expedited loads in the first quarter, a 47% increase in volume from a year ago. We increased freight forwarding revenue by more than 20% year-over-year, and improved our brokerage margin by 90 basis points, excluding the benefit of last-mile margin. We capped the quarter with our purchase of Pacer International on March 31.

"The integration of Pacer is going extremely well. We've already unified our sales force, and we have many large intermodal bids in the pipeline. We moved the former Pacer truck brokerage operation onto our proprietary Freight Optimizer technology, giving them access to our network of over 26,000 carriers. And we've made great progress at right-sizing costs in technology, real estate, sales and administrative functions. We acted quickly to reverse the losses in Pacer's logistics business by closing 10 underperforming locations and consolidating six duplicative offices in the U.S., Asia and Europe. The remaining locations have become part of our XPO Global Logistics freight forwarding network. We now expect to capture about $15 million of cost synergies - three times our original estimate - while expanding services to our customers."

Jacobs continued, "Excluding the costs associated with the acquisition of Pacer, this was our second straight quarter of positive EBITDA. We're on track to meet our target run rate of $100 million of EBITDA by year-end 2014, and approximately $425 million of EBITDA in 2017 on revenue of $7.5 billion."  

First Quarter 2014 Results by Business Unit

• Freight brokerage: The company's freight brokerage business generated total gross revenue of $231.7 million for the quarter, a 196.2% increase from the same period in 2013. Net revenue margin1 was 19.1%, compared with 12.9% in 2013, an improvement of 620 basis points. The year-over-year increases in revenue and margin for the quarter were primarily due to the acquisition of high-margin last-mile logistics providers 3PD and Optima Service Solutions in 2013, 75% organic revenue growth, and continued margin improvement.  Excluding the benefit of last-mile margin, freight brokerage net revenue margin improved 90 basis points, compared with 2013. The increase in net revenue was offset by higher intangible asset amortization related to acquisitions, and by the company's strategic investments in sales and procurement personnel over the trailing 12 months. First quarter operating income was a loss of $4.0 million, compared with a loss of $3.8 million a year ago.
• Expedited transportation: The company's expedited transportation business generated total gross revenue of $33.8 million for the quarter, a 41.6% increase from the same period in 2013. Net revenue margin was 33.6%, compared with 15.9% in 2013, an improvement of 1,770 basis points. The year-over-year increase in net revenue margin primarily reflects the acquisition of managed transportation expeditor NLM, which generated $6.4 million of gross revenue and net revenue in the first quarter. Excluding NLM, expedited net revenue margin improved, driven largely by higher revenue per mile. First quarter operating income was $3.7 million, compared with $753,000 a year ago, primarily reflecting the positive impact of NLM and significant organic margin improvement.
• Freight forwarding: The company's freight forwarding business generated total gross revenue of $19.5 million for the quarter, a 20.2% increase from the same period in 2013. Net revenue margin was 13.9%, compared with 14.7% in 2013. The decrease in net revenue margin was primarily due to an increase in international shipments, which typically generate higher revenue, but at a lower margin, than domestic shipments. First quarter operating income was $552,000, a 48.4% increase year-over-year.
• Corporate: Corporate SG&A expense for the first quarter of 2014 was $21.7 million, compared with $8.7 million for the first quarter of 2013. Corporate SG&A includes: $6.4 million, or $5.3 million after-tax, of integration charges related to the acquisition of Pacer; $4.6 million, or $4.1 million after-tax, of acquisition-related transaction costs primarily related to Pacer; and $1.2 million, or $1.0 million after-tax, of litigation costs.

Raises Estimate for Cost Synergies from Pacer Integration to $15 Million

The company increased its target for cost synergies related to the integration of Pacer International, Inc., acquired March 31, 2014. The company now expects to realize approximately $15 million of synergies.

Opens Freight Brokerage Cold-start in Kansas City

On March 31, 2014, the company opened a cold-start location in Kansas City, Mo., as part of a planned organic expansion of its freight brokerage footprint. The branch is the company's eleventh freight brokerage cold-start.

Conference Call

The company will hold a conference call on Friday, May 2, 2014, at 8:30 a.m. Eastern Time. Participants can call toll-free (from U.S./Canada) 1-800-708-4539; international callers dial +1-847-619-6396. 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 June 1, 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 37094021.

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 25,000 deliveries a day throughout the U.S., Mexico and Canada.

XPO Logistics has 123 locations and approximately 3,000 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 1,000 owner-operator trucks under contract to its drayage and expedited subsidiaries, and has access to additional capacity through its relationships with over 26,000 other carriers.  For more information: www.xpologistics.com

Explanatory Note Regarding Impact of Pacer Acquisition

The company acquired Pacer International, Inc. on March 31, 2014.  Accordingly, the company's financial statements for the first quarter of 2014 do not include any results of operations for Pacer. However, the balance sheet for Pacer is reflected in the company's consolidated balance sheets as of March 31. 

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") and adjusted EBITDA for the quarters ended March 31, 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 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 and full year 2017 financial targets and expected cost synergies from the Pacer integration. 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 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 acquisitions, including the expected impact on XPO's results of operations; XPO's ability to raise debt and equity capital; XPO's ability to attract and retain key employees to execute its growth strategy; 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 businesses' largest customers; XPO's ability to successfully integrate acquired businesses and realize anticipated synergies and cost savings; 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
	March 31,
		2014			2013
Revenue	$	282,403		$	113,999
Operating expenses
Cost of purchased transportation and services		224,006			97,739
Direct operating expense		3,880			-
Sales, general and administrative expense		75,878			27,627
Total operating expenses		303,764			125,366
Operating loss		(21,361)			(11,367)
Other expense (income)		15			(109)
Interest expense		10,058			3,064
Loss before income tax provision		(31,434)			(14,322)
Income tax (benefit) provision		(3,299)			222
Net loss		(28,135)			(14,544)
Cumulative preferred dividends		(742)			(743)
Net loss available to common shareholders	$	(28,877)		$	(15,287)
Basic loss per share
Net loss	$	(0.70)		$	(0.85)
Diluted loss per share
Net loss	$	(0.70)		$	(0.85)
Weighted average common shares outstanding
Basic weighted average common shares outstanding		41,313			18,032
Diluted weighted average common shares outstanding		41,313			18,032

XPO Logistics, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
	March 31,			December 31,
	2014			2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	143,886		$	21,524
Accounts receivable, net of allowances of $5,066 and $3,539, respectively		342,752			134,227
Prepaid expenses		8,515			3,935
Deferred tax asset, current		6,182			3,041
Other current assets		10,869			7,304
Total current assets		512,204			170,031
Property and equipment, net of $15,658 and $11,803
in accumulated depreciation, respectively		98,819			56,571
Goodwill		539,168			363,448
Identifiable intangible assets, net of $22,722 and $15,411
in accumulated amortization, respectively		250,203			185,179
Deferred tax asset, long-term		511			72
Restricted cash		13,332			2,141
Other long-term assets		9,518			2,799
Total long-term assets		911,551			610,210
Total assets	$	1,423,755		$	780,241
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	227,738		$	71,391
Accrued salaries and wages		19,257			11,741
Accrued expenses, other		45,947			9,489
Current maturities of long-term debt		1,777			2,028
Other current liabilities		6,486			4,684
Total current liabilities		301,205			99,333
Convertible senior notes		99,844			106,268
Revolving credit facility and other long-term debt, net of current maturities		470			75,373
Deferred tax liability, long-term		24,793			15,200
Other long-term liabilities		32,663			28,224
Total long-term liabilities		157,770			225,065
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares;
73,335 and 74,175 shares issued and outstanding, respectively		42,258			42,737
Common stock, $.001 par value; 150,000,000 shares authorized;
52,570,800 and 30,583,073 shares issued, respectively;
and 52,525,800 and 30,538,073 shares outstanding, respectively		53			30
Additional paid-in capital		1,063,242			524,972
Treasury stock, at cost, 45,000 shares held		(107)			(107)
Accumulated deficit		(140,666)			(111,789)
Total stockholders' equity		964,780			455,843
Total liabilities and stockholders' equity	$	1,423,755		$	780,241

XPO Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
		Three Months Ended
		March 31,
			2014			2013
Operating activities
Net loss		$	(28,135)		$	(14,544)
Adjustments to reconcile net loss to net cash from operating activities
	Provisions for allowance for doubtful accounts		2,196			231
	Depreciation and amortization		11,273			1,554
	Stock compensation expense		2,206			1,097
	Accretion of debt		1,430			1,438
	Other		2,062			(211)
Changes in assets and liabilities, net of effects of acquisitions:
	Accounts receivable		(56,414)			(9,771)
	Deferred tax expense		(4,529)			135
	Income tax payable		2,298			(814)
	Prepaid expense and other current assets		114			(62)
	Other long-term assets		(96)			(2)
	Accounts payable		48,676			(3,417)
	Accrued expenses and other liabilities		10,177			(3,659)
Cash flows used by operating activities			(8,742)			(28,025)
Investing activities
	Acquisition of businesses, net of cash acquired		(190,962)			(16,560)
	Payment for purchases of property and equipment		(3,935)			(1,081)
	Other		246			125
Cash flows used by investing activities			(194,651)			(17,516)
Financing activities
	Repayment of borrowings on revolving debt facility		(75,000)			-
	Proceeds from stock offering, net		413,183			-
	Payment for cash held as collateral in lending arrangement		(11,269)			-
	Dividends paid to preferred stockholders		(742)			(743)
	Other		(417)			173
Cash flows provided (used) by financing activities			325,755			(570)
Net increase (decrease) in cash			122,362			(46,111)
Cash and cash equivalents, beginning of period			21,524			252,293
Cash and cash equivalents, end of period		$	143,886		$	206,182
Supplemental disclosure of cash flow information:
Cash paid for interest		$	4,287		$	3,328
Cash (received) paid for income taxes		$	(1,507)		$	732
Equity portion of acquisition purchase price		$	108,815		$	2,573

Freight Brokerage
Summary Financial Table
(Unaudited)
(In thousands)
	Three Months Ended March 31,
	2014			2013			$ Variance			Change %
Revenue	$	231,689		$	78,230		$	153,459		196.2%
Cost of purchased transportation and services		187,372			68,164			119,208		174.9%
Net revenue		44,317			10,066			34,251		340.3%
Direct operating expense		3,880			-			3,880		100.0%
SG&A expense
Salaries & benefits		25,526			10,163			15,363		151.2%
Other SG&A expense		7,841			1,895			5,946		313.8%
Purchased services		2,072			814			1,258		154.5%
Depreciation & amortization		8,993			1,014			7,979		786.9%
Total SG&A expense		44,432			13,886			30,546		220.0%
Operating loss	$	(3,995)		$	(3,820)		$	(175)		4.6%

Freight Brokerage
Key Data
(In thousands, except personnel data)
		3 Mos Ended			3 Mos Ended
		March 31,			March 31,
		2014			2013
Revenue
Truckload, LTL, and Intermodal	$	144,585		$	78,230
Last Mile		87,104			-
Total Revenue	$	231,689		$	78,230
Net Revenue
Truckload, LTL, and Intermodal	$	19,921		$	10,066
Last Mile		24,396			-
Total Net Revenue	$	44,317		$	10,066
Net Revenue %
Truckload, LTL, and Intermodal		13.8%			12.9%
Last Mile		28.0%			-
Overall Net Revenue %		19.1%			12.9%
Freight Brokerage personnel (end of period)		2,331			668

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 March 31,
	2014			2013			$ Variance			Change %
Revenue	$	33,810		$	23,875		$	9,935		41.6%
Cost of purchased transportation and services		22,442			20,067			2,375		11.8%
Net revenue		11,368			3,808			7,560		198.5%
SG&A expense
Salaries & benefits		4,154			1,945			2,209		113.6%
Other SG&A expense		1,456			604			852		141.1%
Purchased services		434			289			145		50.2%
Depreciation & amortization		1,578			217			1,361		627.2%
Total SG&A expense		7,622			3,055			4,567		149.5%
Operating income	$	3,746		$	753		$	2,993		397.5%

Note: Total depreciation and amortization for the Expedited Transportation reportable segment included in both direct expense and SG&A, was $1,612,000 and $268,000 for the three-months ended March 31, 2014 and 2013, respectively.

Freight Forwarding
Summary Financial Table
(Unaudited)
(In thousands)
	Three Months Ended March 31,
	2014			2013			$ Variance			Change %
Revenue	$	19,506		$	16,233		$	3,273		20.2%
Cost of purchased transportation and services		16,793			13,847			2,946		21.3%
Net revenue		2,713			2,386			327		13.7%
SG&A expense
Salaries & benefits		1,635			1,433			202		14.1%
Other SG&A expense		349			403			(54)		-13.4%
Purchased services		77			90			(13)		-14.4%
Depreciation & amortization		100			88			12		13.6%
Total SG&A expense		2,161			2,014			147		7.3%
Operating income	$	552		$	372		$	180		48.4%

XPO Corporate
Summary of Sales, General & Administrative Expense
(Unaudited)
(In thousands)
	Three Months Ended March 31,
	2014			2013			$ Variance			Change %
SG&A expense
Salaries & benefits	$	9,844		$	4,507		$	5,337		118.4%
Other SG&A expense		3,620			1,359			2,261		166.4%
Purchased services		7,632			2,622			5,010		191.1%
Depreciation &  amortization		568			184			384		208.7%
Total SG&A expense	$	21,664		$	8,672		$	12,992		149.8%

Note: Intercompany eliminations included revenue of $2.6 million and $4.3 million for the three-months ended March 31, 2014 and 2013, respectively.

Reconciliation of Non-GAAP Measures
XPO Logistics, Inc.
Consolidated Reconciliation of EBITDA to Net Loss
(In thousands)
	Three Months Ended
	March 31,
	2014			2013			Change %
Net loss available to common shareholders	$	(28,877)		$	(15,287)		88.9%
Preferred dividends		(742)			(743)		-0.1%
Net loss		(28,135)			(14,544)		93.4%
Interest expense		10,058			3,064		228.3%
Income tax benefit		(3,299)			222		-1586.0%
Depreciation and amortization		11,273			1,502		650.5%
EBITDA	$	(10,103)		$	(9,756)		3.6%
Pacer transaction and restructuring costs		(10,781)			-		100.0%
Adjusted EBITDA	$	678		$	(9,756)		-106.9%

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
	March 31, 2014		March 31, 2013
Basic common stock outstanding	41,312,894		18,031,926
Potentially Dilutive Securities:
Shares underlying the conversion	10,503,286		10,610,714
of preferred stock to common stock
Shares underlying the conversion	7,741,643		8,749,239
of the convertible senior notes
Shares underlying  warrants to	8,004,967		6,342,298
purchase common stock
Shares underlying  stock options	529,385		550,611
to purchase common stock
Shares underlying  restricted stock units	565,825		414,088
	27,345,106		26,666,950
Diluted weighted shares outstanding	68,658,000		44,698,876

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 $28.85 per share and $17.15 per share for the three months ended March 31, 2014 and 2013, respectively.

For informational purposes, the following table represents fully diluted shares as of March 31, 2014, calculated on a non-weighted basis without giving effect to the portion of any period in which the diluted shares were outstanding. The dilutive effect of the warrants, options and RSUs in the table was calculated using the closing market price of common stock on March 31, 2014. A non-weighted basis for calculating fully diluted shares is a non-GAAP financial measure as defined under SEC rules.

XPO Logistics, Inc.
	Diluted Shares as of March 31, 2014
Common stock outstanding	52,525,800
Preferred stock	10,476,430
Convertible senior notes	7,341,643
Warrants	8,053,888
Outstanding stock options	648,459
Restricted stock units	1,577,972
Total	80,624,192

XPO Logistics, Inc.
Prior Period Results Conformed to 2014 Presentation
Consolidated Statements of Operations
(In thousands)
AS REPORTED			For the						For the												For the
			Year Ended						Three Months Ended												Year Ended
			December 31, 2011			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue		$	177,076		$	278,591		$	113,999		$	137,091		$	193,982		$	257,231		$	702,303
Direct expense
Transportation services			133,007			224,035			94,880			114,924			156,446			201,555			567,805
Station commissions			11,098			9,321			1,708			1,992			1,706			1,762			7,168
Other direct expense			3,193			4,409			1,151			835			995			842			3,823
Total direct expense			147,298			237,765			97,739			117,751			159,147			204,159			578,796
Gross margin			29,778			40,826			16,260			19,340			34,835			53,072			123,507
SG&A expense
Salaries & benefits			16,338			39,278			18,048			20,491			27,065			35,029			100,633
Other SG&A expense			3,937			11,616			4,262			5,198			9,521			10,377			29,358
Purchased services			6,733			15,388			3,815			5,914			8,311			7,174			25,214
Depreciation and amortization			1,046			2,508			1,502			1,752			8,357			9,016			20,627
Total SG&A expense			28,054			68,790			27,627			33,355			53,254			61,596			175,832
Operating income (loss)		$	1,724		$	(27,964)		$	(11,367)		$	(14,015)		$	(18,419)		$	(8,524)		$	(52,325)
AS CONFORMED			For the						For the												For the
			Year Ended						Three Months Ended												Year Ended
			December 31, 2011			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue		$	177,076		$	278,591		$	113,999		$	137,091		$	193,982		$	257,231		$	702,303
Cost of purchased transportation and services			147,298			237,765			97,739			117,751			159,147			204,159			578,796
Net revenue			29,778			40,826			16,260			19,340			34,835			53,072			123,507
Direct operating expense			0			0			0			0			2,077			4,278			6,355
SG&A expense
Salaries & benefits			16,338			39,278			18,048			20,491			26,948			34,799			100,286
Other SG&A expense			3,937			11,616			4,262			5,198			8,067			7,762			25,289
Purchased services			6,733			15,388			3,815			5,914			7,805			5,741			23,275
Depreciation and amortization			1,046			2,508			1,502			1,752			8,357			9,016			20,627
Total SG&A expense			28,054			68,790			27,627			33,355			51,177			57,318			169,477
Operating income (loss)		$	1,724		$	(27,964)		$	(11,367)		$	(14,015)		$	(18,419)		$	(8,524)		$	(52,325)

XPO Logistics, Inc.
Prior Period Results Conformed to 2014 Presentation
Freight Brokerage
Statement of Operations Data
(in thousands)
AS REPORTED		For the						For the												For the
		Year Ended						Three Months Ended												Year Ended
		December 31, 2011			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue	$	29,186		$	125,121		$	78,230		$	95,360		$	152,616		$	215,183		$	541,389
Direct expense
Transportation services		24,434			108,507			67,957			82,705			124,804			169,253			444,719
Other direct expense		55			489			207			88			162			118			575
Total direct expense		24,489			108,996			68,164			82,793			124,966			169,371			445,294
Gross margin		4,697			16,125			10,066			12,567			27,650			45,812			96,095
SG&A expense
Salaries & benefits		2,484			15,171			10,163			12,367			17,559			24,784			64,873
Other SG&A expense		716			3,590			1,895			3,031			6,626			8,637			20,189
Purchased services		148			1,695			814			979			2,269			3,501			7,563
Depreciation and amortization		44			1,223			1,014			1,180			4,611			8,087			14,892
Total SG&A expense		3,392			21,679			13,886			17,557			31,065			45,009			107,517
Operating income (loss)	$	1,305		$	(5,554)		$	(3,820)		$	(4,990)		$	(3,415)		$	803		$	(11,422)
AS CONFORMED		For the						For the												For the
		Year Ended						Three Months Ended												Year Ended
		December 31, 2011			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue	$	29,186		$	125,121		$	78,230		$	95,360		$	152,616		$	215,183		$	541,389
Cost of purchased transportation and services		24,489			108,996			68,164			82,793			124,966			169,371			445,294
Net revenue		4,697			16,125			10,066			12,567			27,650			45,812			96,095
Direct operating expense		0			0			0			0			2,077			4,278			6,355
SG&A expense
Salaries & benefits		2,484			15,171			10,163			12,367			17,442			24,554			64,526
Other SG&A expense		716			3,590			1,895			3,031			5,172			6,022			16,120
Purchased services		148			1,695			814			979			1,763			2,068			5,624
Depreciation and amortization		44			1,223			1,014			1,180			4,611			8,087			14,892
Total SG&A expense		3,392			21,679			13,886			17,557			28,988			40,731			101,162
Operating income (loss)	$	1,305		$	(5,554)		$	(3,820)		$	(4,990)		$	(3,415)		$	803		$	(11,422)