UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 9, 2022

 

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-32172   03-0450326
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

 

(855) 976-6951
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share   XPO   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 7.01.Regulation FD Disclosure.

 

On May 9, 2022, XPO Logistics, Inc. (the “Company”) released a slide presentation expected to be used by the Company in connection with certain future investor presentations, together with a corresponding script. Copies of the script and slide presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

 

The slide presentation and script should be read together and with the Company’s filings with the Securities and Exchange Commission, including the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022.

 

The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

         
Exhibit No.   Exhibit Description
  99.1     Investor Presentation Script, dated May 9, 2022
  99.2     Investor Presentation, dated May 9, 2022
  104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  May 9, 2022 XPO LOGISTICS, INC.
   
  By: /s/ Ravi Tulsyan
    Ravi Tulsyan
    Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

May 2022

 

Presentation Script and Slides

 

The following script should be read in conjunction with the accompanying slide presentation, which contains, among other information, source data for certain information set forth in the script.

 

Thank you for joining us. We’ll start with an overview of XPO Logistics today — our company operations and our value proposition for shareholders. We’ll also bring you up to date on some recent developments, including our plan to separate XPO into two pure-play transportation companies at the top of their industries. And we’ll give you an overview of our record first quarter 2022 financial performance, which includes significant beats across revenue, net income, adjusted EBITDA and adjusted EPS.

 

Over the last decade, we built XPO into one of the world’s leading providers of supply chain services, with the 7th best performing stock on the Fortune 500. In 2021, we saw an opportunity to create billions of dollars of value by separating our business segments through a spin-off — and we accomplished that with GXO Logistics.

 

In March of this year, we announced a strategic plan for a new spin-off of our tech-enabled brokered services platform, separating it from our less-than-truckload (LTL) business in North America. The largest component of our planned spin-off will be our best-in-class, asset-light truck brokerage business, managed with our cutting-edge XPO Connect® technology. The remaining company will be the third largest pure-play LTL provider in North America, with critical scale, extensive transportation assets and company-specific levers for revenue and margin expansion.

 

Our strategic plan also includes our commitment to reduce our net debt leverage ratio to 1.0x – 2.0x. The sale of our intermodal operation in March 2022, along with our subsequent paydown of $630 million of Senior Notes in April, accelerated this component of the plan, and we expect to be within our target leverage range before year-end. Additionally, we intend to divest our European business through a sale or listing this year.

 

Once the spin-off is completed, it will be easier for investors to appreciate each public company’s long-term growth prospects and see that each business has a track record of very high returns on invested capital. Each publicly traded company will have its own equity currency. Each will be more fit for purpose and intensely focused on its specific strategic priorities, customer requirements and stakeholder interests, and have more agility to act on market opportunities. There can be no assurance that the spin-off will occur, or if it does occur, what its terms or timing will be.

 

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Investment Highlights

 

Our company has multiple avenues for value creation, including the upcoming spin-off, the divestiture of our European business, our continued deleveraging, and company-specific levers for the optimization of our North American LTL business. In addition, our business provides services that are critically important for the economy, and we believe we have strong competitive advantages that position us to capitalize on a combination of macro trends and secular tailwinds:

 

Expansive, fragmented markets with growing penetration: Our market share in North America, where we’re a top provider of LTL and truck brokerage, is in the single digits in each industry. We have approximately 8% share of the $51 billion LTL market, and 3% share of the $88 billion truck brokerage market. Over $300 billion of additional truckload spend in North America could be going through brokers — that’s a fertile environment for market share growth in our truck brokerage business.

 

Exposure to fast-growing verticals in highly compelling sectors: We have deep exposure to e-commerce and other verticals that are growing much faster than the overall market, and to the industrial sector, which should present a growing opportunity for our LTL business as manufacturing recovers over time.

 

Industry leader in technology: Our first-mover advantage as an industry innovator is rooted in the more than $3 billion we’ve spent on technology on all operations since 2011. We have XPO-specific initiatives that are delivering growth and expanding our margins, positioning our company to thrive across market cycles. Most of these initiatives are managed within our digital ecosystem, which encompasses our brokerage and LTL technology platforms.

 

Benefits of scale: Our scale in both LTL and truck brokerage is important to customers, and it gives us the ability to drive significant operating leverage, benefit from purchasing power and continue to differentiate our offerings through innovation. Companywide, our 42,000 employees serve more than 50,000 customers across 731 locations.

 

Disciplined capital allocation: We have a long history of generating high returns on capital — for the trailing 12 months ended March 31, 2022, our companywide ROIC was 38%. Our adjusted EBITDA growth and strong free cash flow support our continued investments in the business and our ongoing deleveraging.

 

Enviable record of superior shareholder value creation: In the last decade, XPO was the 7th best-performing stock on the Fortune 500, according to Bloomberg market data, and we have a significant opportunity to continue to create superior shareholder value.

 

Strong culture: Our secret sauce has always been the world-class people we attract to XPO — the thousands of professionals at every level who contribute to our performance while representing our values.

 

Specific drivers of growth and returns in our core businesses appear in the sections below.

 

Less-Than-Truckload (LTL)

 

Our North American LTL segment is asset-based. We provide customers with geographic density and day-definite regional, inter-regional and transcontinental freight services with one of the industry’s largest networks of tractors, trailers, professional drivers and terminals. Our services include cross-border US freight movements to and from Mexico and Canada, as well as intra-Canada service.

 

The key factors driving growth and margin expansion in our North American LTL business are:

 

Critical capacity and national lane density, supported by 292 terminals in North America, with large economies of scale. Our LTL business represents over three decades of investment, with network coverage of approximately 99% of all US zip codes and key routes in Canada. Our 12,000 LTL truck drivers are particularly valued by our customers for their professionalism and customer service skills;

 

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Significant opportunities to leverage our LTL technology to improve profitability beyond the sizable margin gains we’ve already achieved. Our proprietary technology underpins the improvements in our yield, and it helped us improve adjusted operating margin by 910 basis points from 2015 through 2021, excluding gains from sales of real estate;

 

Favorable industry fundamentals, including limited commoditization, firm pricing dynamics in North America and strong demand from e-commerce;

 

Over 30 years’ experience and deep relationships with tens of thousands of customers and providers; and

 

Company-specific initiatives that are largely independent of macro conditions, to drive network efficiency and growth, including: optimization of linehaul, dock and pickup-and-delivery operations through the application of our proprietary technology for LTL routing, load-building and labor productivity; advanced pricing algorithms; expansion of transportation capacity and in-house trailer manufacturing; and targeted sales pipeline management.

 

A key growth target is to expand our North American LTL footprint by 900 net new doors by year-end 2023, which equates to approximately 6% expansion from October 2021. To date, we’ve added 345 net new doors with five new terminals opened: Chicago Heights, Illinois; Sheboygan, Wisconsin; Texarkana, Arkansas; San Bernardino, California; and Atlanta, Georgia. In addition, we doubled our production capacity for trailer manufacturing and opened new fleet maintenance shops in Ohio, Florida, New York and Nevada.

 

The strong return on invested capital generated by our LTL business supports our investments in network density, fleet and technology. We anticipate that our 2022 gross capex for this business will be 8% to 9% of revenue.

 

Transformation in LTL

 

Our goal is to create a world-class LTL carrier in every way that delights our customers and shareholders. Our LTL organization has been reinvigorated over the last six months, and there’s a palpable excitement across the network. This month, we launched a national initiative to further improve the quality of our trailer loading and on-time delivery. We’re also engaging with customers on best practices in how they package their freight. And that’s just the start — we’ve identified other levers we’ll pull to run the network more efficiently and provide superb customer service. We have every confidence that we’ll succeed at being world-class over time, just as we succeeded in dramatically increasing LTL returns with a comprehensive optimization plan.

 

We began optimizing our LTL network immediately after buying the business in 2015 and doubled adjusted EBITDA in four years. We also generated over $3 billion of net cash in LTL from 2016 to 2021. This year, we expect to deliver at least $1 billion of LTL adjusted EBITDA, and improve our adjusted operating ratio year-over-year by over 100 basis points, excluding gains on real estate sales. Long-term, we plan to further improve our LTL adjusted operating ratio by hundreds of basis points from current levels.

 

Our LTL team is laser-focused on the importance of delivering on-time, damage-free service using our modern, safety-equipped fleet. We have approximately 25,000 LTL customers in North America, ranging from local accounts to large national brands and 3PLs. In 2021, we moved 18 billion pounds of LTL freight 758 million miles.

 

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Our tech priority in LTL is to continuously improve our margin as we grow our revenue — primarily by optimizing pricing, linehaul, dock productivity and pickup-and-delivery routing. For example, we use intelligent route-building to move LTL freight across North America, increasing the utilization of our linehaul fleet and optimizing our load factor. We’re also investing development resources in improving our ability to price in a dynamic market by adjusting for lane conditions. And, we deployed XPO Smart™ workforce planning tools in our dock operations to enhance productivity.

 

In Europe, XPO is the largest LTL provider in France and Iberia (Spain / Portugal), and we have the largest single-owner LTL network in the UK. In total, we have approximately 130 LTL locations serving countries across Europe. They utilize a blend of fleet operations determined by geography and supported by a network of terminals, including asset-based tractors and trailers owned by XPO and asset-light operations that use contracted carriers.

 

Truck Brokerage

 

XPO is the fourth largest truck brokerage provider in North America. In Europe, we’re the largest truck broker in France and Iberia, and the third largest truck broker in the UK.

 

We have a long track record of significant outperformance in our North American truck brokerage business, which is industry-best-in-class. From 2013 through 2021, our truck brokerage revenue CAGR was 27% — three times the industry growth rate. For the first quarter 2022, we delivered our sixth consecutive quarter of more than 20% year-over-year growth in truck brokerage loads. Our largest brokerage customers historically have the strongest load growth; for example, in 2021, our top 20 brokerage customers in total grew their loads with us by 35%.

 

Our brokerage business is an agile, asset-light model that generates high ROIC and free cash flow conversion. It has a variable labor structure that lets us reduce costs when demand is soft and deploy additional resources to find trucks as demand returns. Shippers create demand and we place their freight with qualified truckload carriers that supply the capacity. This service is priced on either a contract or a spot basis.

 

Our truck brokerage growth in North America is propelled by our massive capacity and cutting-edge technology, which capitalize on favorable industry tailwinds. Specifically:

 

Our network of 88,000 independent carriers — Our carrier pool gives us access to more than one and a half million trucks to serve high demand for truckload capacity, notably in the e-commerce and omnichannel retail sectors. As more and more shippers outsource their road freight needs, they increasingly prefer brokers like XPO that offer digital capabilities;

 

Our proprietary XPO Connect® digital platform and pricing technology — XPO Connect® gives us the ability to adjust to market conditions in real time, with the ability to unlock incremental revenue, profit and share gains well beyond current levels. We’re currently creating or covering 74% of our brokerage loads digitally on the platform, which is up four percentage points from the fourth quarter of 2021;

 

Our sticky blue-chip customer base with low concentration risk — Our top 10 brokerage customers have an average tenure with us of 15 years, and our top 20 customers have a tenure of 13 years. These relationships represent considerable potential to grow wallet share and leverage our expertise in key verticals;

 

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A significant opportunity to increase market penetration — While we’re one of the largest brokerage providers in North America, we currently have just 3% share of the $88 billion brokerage industry; and

 

An exceptional management team that has been together for many years — Our brokerage leaders have successfully piloted the business to a position of strength, where it’s large enough to satisfy the needs of any customer and nimble enough to pivot rapidly in dynamic environments.

 

In addition to North American truck brokerage, our Brokerage and Other Services segment includes three asset-light, tech-enabled brokered transportation services that will be part of our planned spin-off platform. All are complementary to truck brokerage:

 

Managed transportation provides solutions for shippers who outsource their freight transportation to gain reliability, visibility and cost savings. Our managed transportation service uses proprietary technology and is integrated with truck brokerage to enhance revenue synergy, with cross-selling to last mile and global forwarding.

 

Last mile logistics is an asset-light service that facilitates deliveries of goods to consumers performed by third-party contractors. We’re the largest last mile logistics provider for heavy goods in North America, positioned within 125 miles of the vast majority of the US population. We serve a base of omnichannel and e-commerce retailers and direct-to-consumer manufacturers.

 

Global forwarding is a scalable service managed with advanced technology that facilitates ocean, road and air transportation and assists customers with customs brokerage. We’re a global freight forwarder with a network of company-owned and partner-owned locations. Our coverage of key trade lanes reaches 190 countries.

 

Proprietary Technology

 

XPO is the industry’s original disruptor. We’ve been investing in transportation automation and digitization for more than a decade, innovating how goods move through supply chains. Our industry is evolving, and customers want to de-risk their operations. We believe that we’re well-positioned to satisfy their demands for greater visibility and faster, more efficient movement of goods, as evidenced by the rapid adoption of our XPO Connect® brokerage platform.

 

We use technology to increase our ROIC, enhance our competitive advantages and make the most of the talent and assets within our organization. Even with these benefits in hand, we believe the greatest rewards of our technology lie ahead in the form of additional revenue and profit growth from the proprietary digital ecosystem we’ve built. The more than $3 billion we‘ve invested in technology in all areas of the business over the last 10 years has resulted in notable transportation innovations, including:

 

XPO Connect® and Freight Optimizer

 

We envisioned industry demand for a fully automated, cloud-based digital platform for transportation procurement a decade ago. XPO Connect® encompasses our Freight Optimizer system, shipper interface, pricing engine, carrier interface and our Drive XPO® mobile app for carriers. When our customers have truckload freight to move, XPO Connect® locates the optimal transportation provider based on price, market conditions, equipment, carrier profile, load profile and other parameters.

 

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Our advances in digitization are making our brokerage business much more efficient and reducing our costs. The rapid adoption of XPO Connect® by both shippers and carriers is outpacing the industry’s secular shift to brokerage automation, driving our above-market revenue and margin performance. This gives us a key lever to capture share without large increases in headcount.

 

Drive XPO®

 

Truck drivers can access XPO Connect® from the road through our proprietary mobile app, Drive XPO®. The app connects carriers to shippers with the capability for fully automated transactions, tracks freight during transit and includes intuitive tools for finding, bidding and booking loads. It enables carriers to make their trucks available to shippers and improve the utilization of their assets, regardless of market conditions.

 

Drive XPO® is a resounding success. Truck drivers have downloaded the app over 700,000 times to date, giving them access to thousands of loads daily and reducing empty miles.

 

LTL Optimization

 

Some of our ongoing margin improvement in LTL will come from XPO Smart™, our proprietary platform of workforce planning tools for productivity improvement in LTL dock operations. Our analytics “learn” the operations site by site and can forecast how a decision made today could affect productivity in a future period. This technology had an immediate impact that should gain further traction when the labor market settles down.

 

We have other proprietary technology for LTL that’s contributing to the positive trajectory of our yield — a metric we’ve improved every year that we’ve owned the business. We developed data-driven pricing tools that optimize LTL rates for our local and regional accounts, while improving efficiency. Our elasticity tools help determine the best pricing for large, contractual customer relationships, and we created a new pricing platform that mines historical pricing data for lead generation.

 

In 2021, we deployed new planning tools and began the roll-out of new dispatch tools. More recently, in the first quarter of 2022, we launched a new online dashboard with self-service tools to enhance the customer experience. Next up in 2022 are proprietary cost models and a piece-level tracking capability, both of which we expect to deploy in the second quarter.

 

While each application of our LTL technology delivers its own benefits, there can be a strong synergistic effect on the business as a whole. For example, when we optimize truck routes, it benefits asset utilization, driver utilization and customer service, and reduces our carbon footprint.

 

Our People-First Culture and ESG Commitment

 

Our culture prioritizes the well-being of our people. We foster both physical and emotional safety at work, with robust ethical guidelines that clearly define prohibited behavior, such as harassment, discrimination, deceit, workplace violence, bullying, conflicts of interest and insider trading. Our employees know that XPO expects them to have compassion, be honest and respect different points of view, while operating as a cohesive team.

 

The diversity, equity and inclusion aspects of our culture are led by our chief diversity officer and supported by a Diversity and Inclusion Steering Committee formed in 2021. We’re working to significantly increase the diversity of talent in our pipeline by collaborating with historically Black colleges and universities (HBCUs) and by communicating our culture of belonging to an expanded range of underrepresented groups. This outreach replicates our success with hiring LGBTQ+ community members and military veterans.

 

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We reinforce the importance of diversity through open-door management, the XPO University training curriculum, our Workplace virtual community, and our equal opportunity hiring and promotion policies. In addition, we support diverse causes that are meaningful to our employees, such as Soles4Souls, Girls With Impact, and Workfit programs for differently-abled people. We’re the official transportation partner for the Susan G. Komen 3-Day Walks® through 2022, and a partner of Truckers Against Trafficking to help combat human trafficking.

 

We’re also proud of our company’s Pregnancy Care Policy, which is a gold standard for any industry. Any employee of XPO, female or male, who becomes a new parent through birth or adoption can qualify for six weeks of 100% paid leave as the infant's primary caregiver, or two weeks paid leave as the secondary caregiver. In addition, women receive up to 20 days or 160 hours of 100% paid prenatal leave for health and wellness and preparation for the child's arrival. Any woman employee can request pregnancy accommodations without fear of discrimination. We guarantee she will continue to be paid her regular base wage rate while her pregnancy accommodations are in effect, even if her duties need to be adjusted, and she remains eligible for wage increases while receiving alternate work arrangements.

 

In total, more than 30 quality benefits are available to XPO women and families in the US. These include fertility services, prenatal and postpartum care, paid family bonding, and a return-to-work program.

 

The development of XPO’s culture will continue to be a steady march forward, as it has since our founding in 2011. Our Sustainability Report provides details of our global progress with key environmental, social and governance initiatives, including safety, employee engagement, diversity and inclusion, ethics and compliance, environmental protection and governance. The current report can be downloaded from https://sustainability.xpo.com.

 

Our ESG Scorecard

 

We developed our ESG Scorecard in 2020 to provide a means of evaluating management’s performance on environmental, social and governmental matters over time. The scorecard is part of our executives' long-term incentive program to ensure that we incentivize successive ESG achievements. First, we commissioned an independent gap analysis relative to our core peer group to better understand optimal ESG tracking methods and disclosures. Using these insights, our management identified the most relevant initiatives as the basis for measurable ESG improvements over four years, taking into account lead time requirements, category weighting and target variances. The Compensation Committee of our Board of Directors agreed with these recommendations and incorporated them into the scorecard.

 

We recalibrated the scorecard after our spin-off of GXO in 2021, ensuring that it continues to represent rigorous goals that build toward long-term achievement. The majority of targets reflect progressively higher achievement through 2023. The initiatives are 87% quantitative, with the remainder subject to predetermined hurdles or binary milestones; these are further described in our 2021 Proxy filing with the SEC.

 

The Compensation Committee uses the ESG Scorecard to objectively assess performance. Our company uses the scorecard to monitor progress on a range of material issues at the corporate and business unit levels, as identified in our Sustainability Report materiality matrix. The related metrics are a combination of annual and multi-year goals that span the total performance cycle of the award, with many metrics building to full achievement at the end of the four-year period.

 

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As we prepare for our planned spin-off this year and look toward 2023, we'll remain focused on achieving our ESG Scorecard targets, while steadily growing our business and mitigating risk. We’re evolving our current climate actions as we prepare to execute the separation of our business into two entities. As outlined in our Sustainability Report, we've taken steps to begin to align our climate-related disclosures to TCFD recommendations, building on our ongoing SASB and GRI reporting. Post-spin-off, we expect each company will develop tailored action plans that establish net-zero goals by 2050 at the latest, and science-based GHG reduction targets for each business, applying the key emerging standards for disclosure and goal-setting.

 

Environmental Sustainability

 

Our entire business model is based on transporting freight as efficiently as possible, which helps our customers and our company meet our respective ESG goals. For our customers and carriers, our XPO Connect® platform can improve the carbon footprint of their operations by reducing empty miles. Our LTL business maintains a modern fleet, optimizes routes and trains our drivers in eco-friendly techniques.

 

Sustainability initiatives aren’t new to us. In the US, XPO has been named a Top 75 Green Supply Chain Partner by Inbound Logistics for six consecutive years. We’re focused on reducing greenhouse gas emissions through a combination of initiatives, including an upgraded fuel management system, adoption of alternative fuels and investments in electric vehicles and equipment upgrades. From 2018 through 2021, we reduced our direct emissions (Scope 1) and indirect emissions (Scopes 2 and 3) by 10%, 25% and 3%, respectively.

 

Our current ESG Scorecard reflects the large environmental opportunity we have as a transportation company with asset-light and asset-based operations. It identifies materiality objectives for environmental and sustainability as: reductions in fossil fuel dependency, carbon emissions and carbon footprint, nitrogen oxide emissions and waste. This creates a framework for actionable plans — for example, we’re improving the fuel efficiency of our LTL fleet by retiring manual transmissions in favor of advanced automatic transmissions that shift our tractors to the optimal gear. As we track our transition to the new technology, we're already seeing promising gains in fuel economy.

 

In addition, in North America, we’ve invested in fuel-efficient LTL tractors with catalytic reduction (SCR) technology, and we’re implementing a phased upgrade to LED lighting in our LTL terminals. In Europe, over 90% of our diesel road fleet is compliant with Euro VI standards, and we have a natural gas-powered fleet of more than 250 total trucks in France, the UK, Spain and Portugal. We use electric vehicles for certain last mile deliveries, and government-approved mega-trucks in Spain to transport more freight with fewer trips.

 

Last year, we created a Sustainability Steering Committee charged with supporting our Board of Directors in its oversight of our company’s ESG-related priorities. We also piloted all-electric trucks, deployed cleaner fuels, tested duo-trailers for greater fuel efficiency and provided brokerage carriers with resources to help in the adoption of sustainable technologies. These and other actions are aimed at reducing our carbon footprint in the short-, mid- and long-term. We’ll share our progress with you along that path.

 

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First Quarter 2022 Financial Highlights1

 

Highlights of our first quarter 2022 financial performance include the highest revenue of any quarter in our company’s history, and first quarter record operating income, adjusted EBITDA and adjusted diluted EPS:

 

$3.47 billion of revenue, a 16% increase year-over-year

 

$489 million of net income2

 

$625 million of operating income

 

$4.23 diluted earnings per share3

 

$200 million cash flow from operating activities4

 

$145 million of adjusted net income2

 

$1.25 adjusted diluted earnings per share3, a 58% increase year-over-year

 

$321 million of adjusted EBITDA

 

$66 million of free cash flow

 

2022 Guidance

 

After adjusting for the sale of our intermodal operation, we raised our 2022 target for adjusted EBITDA, and updated the underlying metrics, to reflect our higher expectations for 2022 financial performance:

 

Adjusted EBITDA of $1.35 billion to $1.39 billion, a year-over-year increase of 11% at the mid-point, including second quarter adjusted EBITDA of $360 million to $370 million5

 

North American LTL expected to generate at least $1 billion of full year adjusted EBITDA;

 

Year-over-year improvement of more than 100 basis points in North American LTL adjusted operating ratio, excluding gains on sales of real estate;

 

Depreciation and amortization of approximately $385 million, excluding amortization of acquisition-related intangible assets;

 

Interest expense of $150 million to $160 million;

 

Effective tax rate of 24% to 25%; and

 

Adjusted diluted EPS of $5.20 to $5.60, a year-over-year increase of 26% at the mid-point

 

Excluding amortization of acquisition-related intangible assets, and assuming 117 million diluted shares outstanding as of year-end 2022.

 

With respect to 2022 cash flows:

 

Gross capital expenditures of $500 million to $550 million;

 

Net capital expenditures of $425 million to $475 million; and

 

Free cash flow of $400 million to $450 million, excluding all transaction-related impacts.

 

 

1 Reconciliations of non-GAAP financial measures used in this document are provided in the accompanying slide presentation
2 Net income from continuing operations attributable to common shareholders
3 Diluted earnings from continuing operations per share
4 Net cash provided by operating activities from continuing operations
5 For full year 2022, assumes gains from real estate sales of approximately $50 million dollars, compared with $62 million in 2021; for first quarter 2022, assumes no gain from real estate sales, compared with $17 million in 2021; the company currently plans to execute real estate sales in the second half of 2022

 

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Liquidity Position and Deleveraging

 

As of March 31, 2021, we had $2.0 billion of total liquidity, including $1.0 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity, with a net leverage ratio of 2.0x, down from 2.7x at year-end 2021. Net leverage ratio is calculated as net debt of $2.56 billion, divided by adjusted EBITDA of $1.28 billion for the trailing 12 months ended March 31, 2022.

 

We had previously announced our intent to reduce our net leverage ratio to 1.0x – 2.0x by the first half of 2023. Last month, we redeemed $630 million of the $1.15 billion in aggregate principal amount of our outstanding 6.250% Senior Notes due 2025. The March sale of our intermodal operation and the April debt paydown accelerated the pace of our deleveraging plan, and we now expect our net leverage ratio to be within the target range by the end of this year.

 

In Conclusion

 

Our business plan can be summed up in six words — unlock value for all our stakeholders. We’re resolute in driving revenue and margin higher, even in those parts of the business where our performance is already industry-best. The planned spin-off of our tech-enabled brokered transportation platform from our North American LTL business will further simplify our model by creating two pure-play, publicly traded companies at the top of their industries. Each company’s leadership, technology resources and frontline execution will be intensely focused on its specific growth strategy. We expect to complete this transformation in the fourth quarter of this year, marking the start of our second decade in business.

 

Numerous recognitions speak to the caliber of the company we’ve built over the last decade. In 2021, XPO was named one of the Best Large Employers in America by Forbes, one of the World’s Most Admired Companies by Fortune and one of America's Most Responsible Companies by Newsweek. Gartner has ranked us as a Magic Quadrant 3PL leader for five consecutive years. In 2016, we made the Fortune 500 list for the first time, in just our fourth full year in business. One year later, XPO was named the fastest-growing transportation company on the list, and we’ve been ranked No. 1 in the Fortune 500 category of Transportation and Logistics every year since then.

 

The Financial Times has honored us as a European Diversity Leader. We’ve been recognized for our commitment to gender diversity at the board level by 2020 Women on Boards, and as a top company for women to work for by the Women in Trucking Association. Statista named us one of the most socially responsible companies in France. In the UK, XPO was voted one of Glassdoor’s top three best places to work and, mostly recently, Forbes named us one of the best companies to work for in Spain. We thank our employees for creating the culture that has led to these honors.

 

While we appreciate receiving industry and business recognitions, we’re most proud of the awards we receive from customers like Dow, Ford, Intel, GM, Nissan, Owens Corning, Raytheon, The Home Depot, Ulta Beauty, Whirlpool and others. When world-class companies show confidence in us, we know we’re delivering the quality they expect. Today, more than two-thirds of Fortune 100 companies rely on us as a strategic partner and trust us with their reputation.

 

We believe that XPO’s industry leadership, technology advantage and deep bench of expertise equip our operations to continue to outperform, and our company-specific initiatives are leveraging powerful secular tailwinds. Our business model excels at delivering strong growth at both the top and bottom lines. We’re confident that investors will recognize the full value of the company we’ve built and the companies we plan to create.

 

Thank you for your interest!

 

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Non-GAAP Financial Measures

 

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document.

 

This document contains the following non-GAAP financial measures: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis for the three months ended March 31, 2022 and 2021, the year ended December 31, 2021, and the trailing twelve months ended March 31, 2022; adjusted EBITDA margin on a consolidated basis for the three months ended March 31, 2022 and 2021; adjusted net income from continuing operations attributable to common shareholders and adjusted diluted earnings from continuing operations per share (“adjusted EPS”) on a consolidated basis for the three months ended March 31, 2022 and 2021 and year ended December 31, 2021; free cash flows for the three months ended March 31, 2022 and 2021 and years ended December 31, 2021, 2020 and 2019; adjusted operating income (including and excluding gains on real estate transactions) and adjusted operating ratio (including and excluding gains on real estate transaction) for North American less-than-truckload for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016 and 2015; adjusted EBITDA excluding gains on real estate transactions for North American less-than-truckload for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016 and 2015; margin (revenue less cost of transportation and services) for North American Truck Brokerage for the three months ended March 31, 2022 and 2021 and years ended December 31, 2021 and 2020; return on invested capital (ROIC) on a consolidated basis as of March 31, 2022; adjusted EBITDA attributable to the planned spin-off for the year ended December 31, 2021; organic revenue and organic revenue growth for the three months ended March 31, 2022 and 2021; and net leverage and net debt as of March 31, 2022 .

 

We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.

 

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Adjusted EBITDA, adjusted EBITDA margin, adjusted net income from continuing operations attributable to common shareholders and adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs, litigation settlements and other adjustments as set forth in the attached tables. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction costs, consulting fees, retention awards, and internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Restructuring costs primarily relate to severance costs associated with business optimization initiatives. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance. We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We calculate free cash flow as net cash provided by operating activities from continuing operations, plus cash collected on deferred purchase price receivable, less payment for purchases of property and equipment plus proceeds from sale of property and equipment. We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), litigation settlements, tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses. We believe that adjusted net income from continuing operations attributable to common shareholders and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including amortization of acquisition-related intangible assets, litigation settlements, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables. We believe that margin (revenue less cost of transportation and services) improves the comparability of our operating results from period to period by removing the cost of transportation and services, in particular the cost of fuel, incurred in the reporting period as set out in the attached tables. We believe that adjusted operating income and adjusted operating ratio improve the comparability of our operating results from period to period by (i) removing the impact of certain transaction and integration costs and restructuring costs, as well as amortization expenses and (ii) including the impact of pension income incurred in the reporting period as set out in the attached tables. We believe that return on invested capital (ROIC) is an important metric as it measures how effectively we deploy our capital base. ROIC is calculated as net operating profit after tax (NOPAT) for the trailing twelve months ended March 31, 2022 divided by invested capital as of March 31, 2022. NOPAT is calculated as adjusted EBITDA less depreciation expense, real estate gains and cash taxes plus operating lease interest. Invested capital is calculated as equity plus debt and operating lease liabilities less cash and goodwill and intangibles. We believe that organic revenue is an important measure because it excludes the impact of the following items: revenue derived from fuel surcharges and foreign currency exchange rate fluctuations. We believe that net leverage and net debt are important measures of our overall liquidity position and are calculated by removing cash and cash equivalents from our reported total debt and reporting net debt as a ratio of our year end reported adjusted EBITDA.

 

With respect to our financial targets for full year 2022 adjusted EBITDA, adjusted diluted EPS and free cash flow, and our financial target for 2022 second quarter adjusted EBITDA, a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from these non-GAAP target measures. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation.

 

Forward-looking Statements

 

This document 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 statements relating to the planned spin-off of our tech-enabled brokered services platform and the sale or listing of our European business, the expected timing of these transactions and the anticipated benefits of these transactions; our full year 2022 financial targets of consolidated adjusted EBITDA, North American LTL adjusted EBITDA and adjusted operating ratio, depreciation and amortization (excluding amortization of acquisition-related intangible assets), interest expense, tax rate, adjusted diluted EPS (excluding amortization of acquisition-related intangible assets), gross capital expenditures, net capital expenditures and free cash flow; our 2022 second quarter financial target of adjusted EBITDA; our expectation of year-over-year improvement of more than 100 basis points in North American LTL adjusted operating ratio; our 2022 financial target of at least $1 billion of adjusted EBITDA in the North American LTL segment; our ability to reduce our net leverage ratio to 1.0x – 2.0x and our expectation to be within our target leverage range before year-end; and our ESG goals. 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,” “trajectory” 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.

 

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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 our ability to effect the spin-off of our tech-enabled brokered services platform and meet the related conditions of the spin-off, our ability to complete the sale or listing of our European business, the expected timing of the completion of the transactions and the terms of the transactions, our ability to achieve the expected benefits of the transactions, our ability to retain and attract key personnel for the separate businesses, the risks discussed in our filings with the SEC, and the following: economic conditions generally; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic, including supply chain disruptions due to plant and port shutdowns and transportation delays, the global shortage of certain components such as semiconductor chips, strains on production or extraction of raw materials, cost inflation and labor and equipment shortages, which may lower levels of service, including the timeliness, productivity and quality of service, and government responses to these factors; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives; the effectiveness of our action plan, and other management actions, to improve our North American LTL business; our ability to benefit from a sale, spin-off or other divestiture of one or more business units, and the impact of anticipated material compensation and other expenses, including expenses related to the acceleration of equity awards, to be incurred in connection with a substantial disposition; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; goodwill impairment, including in connection with a business unit sale, spin-off or other divestiture; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks, wars or similar incidents, including the conflict between Russia and Ukraine and increased tensions between Taiwan and China; risks and uncertainties regarding the expected benefits of the spin-off of our logistics segment or a future spin-off of a business unit, the impact of the spin-off of our logistics segment or a future spin-off of a business unit on the size and business diversity of our company; the ability of the spin-off of our logistics segment or a future spin-off of a business unit to qualify for tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our indebtedness; our ability to raise debt and equity capital; fluctuations in fixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees and independent contractors; litigation, including litigation related to alleged misclassification of independent contractors and securities class actions; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; the impact of potential sales of common stock by our chairman; governmental regulation, including trade compliance laws, as well as changes in international trade policies, sanctions and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; and competition and pricing pressures.

 

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All forward-looking statements set forth in this document 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 document speak only as of the date hereof, and we do not undertake any 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.

 

Where required by law, no binding decision will be made with respect to the divestiture of the European business other than in compliance with applicable employee information and consultation requirements.

 

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Exhibit 99.2

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MAY 2022 Investor Presentation Exhibit 99.2

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Investor Presentation May 2022 2 Non-GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document. This document contains the following non-GAAP financial measures: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis for the three months ended March 31, 2022 and 2021, the year ended December 31, 2021, and the trailing twelve months ended March 31, 2022; adjusted EBITDA margin on a consolidated basis for the three months ended March 31, 2022 and 2021; adjusted net income from continuing operations attributable to common shareholders and adjusted diluted earnings from continuing operations per share (“adjusted EPS”) on a consolidated basis for the three months ended March 31, 2022 and 2021 and year ended December 31, 2021; free cash flows for the three months ended March 31, 2022 and 2021 and years ended December 31, 2021, 2020 and 2019; adjusted operating income (including and excluding gains on real estate transactions) and adjusted operating ratio (including and excluding gains on real estate transaction) for North American less-than-truckload for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016 and 2015; adjusted EBITDA excluding gains on real estate transactions for North American less-than-truckload for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016 and 2015; margin (revenue less cost of transportation and services) for North American Truck Brokerage for the three months ended March 31, 2022 and 2021 and years ended December 31, 2021 and 2020; return on invested capital (ROIC) on a consolidated basis as of March 31, 2022; adjusted EBITDA attributable to the planned spin-off for the year ended December 31, 2021; organic revenue and organic revenue growth for the three months ended March 31, 2022 and 2021; and net leverage and net debt as of March 31, 2022. We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income from continuing operations attributable to common shareholders and adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs, litigation settlements and other adjustments as set forth in the attached tables. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction costs, consulting fees, retention awards, and internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Restructuring costs primarily relate to severance costs associated with business optimization initiatives. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance. We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We calculate free cash flow as net cash provided by operating activities from continuing operations, plus cash collected on deferred purchase price receivable, less payment for purchases of property and equipment plus proceeds from sale of property and equipment. We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), litigation settlements, tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses. We believe that adjusted net income from continuing operations attributable to common shareholders and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including amortization of acquisition-related intangible assets, litigation settlements, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables. We believe that margin (revenue less cost of transportation and services) improves the comparability of our operating results from period to period by removing the cost of transportation and services, in particular the cost of fuel, incurred in the reporting period as set out in the attached tables. We believe that adjusted operating income and adjusted operating ratio improve the comparability of our operating results from period to period by (i) removing the impact of certain transaction and integration costs and restructuring costs, as well as amortization expenses and (ii) including the impact of pension income incurred in the reporting period as set out in the attached tables. We believe that return on invested capital (ROIC) is an important metric as it measures how effectively we deploy our capital base. ROIC is calculated as net operating profit after tax (NOPAT) for the trailing twelve months ended March 31, 2022 divided by invested capital as of March 31, 2022. NOPAT is calculated as adjusted EBITDA less depreciation expense, real estate gains and cash taxes plus operating lease interest. Invested capital is calculated as equity plus debt and operating lease liabilities less cash and goodwill and intangibles. We believe that organic revenue is an important measure because it excludes the impact of the following items: revenue derived from fuel surcharges and foreign currency exchange rate fluctuations. We believe that net leverage and net debt are important measures of our overall liquidity position and are calculated by removing cash and cash equivalents from our reported total debt and reporting net debt as a ratio of our year end reported adjusted EBITDA. With respect to our financial targets for full year 2022 adjusted EBITDA, adjusted diluted EPS and free cash flow, and our financial target for 2022 second quarter adjusted EBITDA, a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from these non-GAAP target measures. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation.

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Investor Presentation May 2022 3 Forward-looking statements This document 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 statements relating to the planned spin-off of our tech-enabled brokered services platform and the sale or listing of our European business, the expected timing of these transactions and the anticipated benefits of these transactions; our full year 2022 financial targets of consolidated adjusted EBITDA, North American LTL adjusted EBITDA and adjusted operating ratio, depreciation and amortization (excluding amortization of acquisition-related intangible assets), interest expense, tax rate, adjusted diluted EPS (excluding amortization of acquisition-related intangible assets), gross capital expenditures, net capital expenditures and free cash flow; our 2022 second quarter financial target of adjusted EBITDA; our expectation of year-over-year improvement of more than 100 basis points in North American LTL adjusted operating ratio; our 2022 financial target of at least $1 billion of adjusted EBITDA in the North American LTL segment; our ability to reduce our net leverage ratio to 1.0x – 2.0x and our expectation to be within our target leverage range before year-end; and our ESG goals. 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,” “trajectory” 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 our ability to effect the spin-off of our tech-enabled brokered services platform and meet the related conditions of the spin-off, our ability to complete the sale or listing of our European business, the expected timing of the completion of the transactions and the terms of the transactions, our ability to achieve the expected benefits of the transactions, our ability to retain and attract key personnel for the separate businesses, the risks discussed in our filings with the SEC, and the following: economic conditions generally; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic, including supply chain disruptions due to plant and port shutdowns and transportation delays, the global shortage of certain components such as semiconductor chips, strains on production or extraction of raw materials, cost inflation and labor and equipment shortages, which may lower levels of service, including the timeliness, productivity and quality of service, and government responses to these factors; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives; the effectiveness of our action plan, and other management actions, to improve our North American LTL business; our ability to benefit from a sale, spin-off or other divestiture of one or more business units, and the impact of anticipated material compensation and other expenses, including expenses related to the acceleration of equity awards, to be incurred in connection with a substantial disposition; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; goodwill impairment, including in connection with a business unit sale, spin-off or other divestiture; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks, wars or similar incidents, including the conflict between Russia and Ukraine and increased tensions between Taiwan and China; risks and uncertainties regarding the expected benefits of the spin-off of our logistics segment or a future spin-off of a business unit, the impact of the spin-off of our logistics segment or a future spin-off of a business unit on the size and business diversity of our company; the ability of the spin-off of our logistics segment or a future spin-off of a business unit to qualify for tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our indebtedness; our ability to raise debt and equity capital; fluctuations in fixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees and independent contractors; litigation, including litigation related to alleged misclassification of independent contractors and securities class actions; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; the impact of potential sales of common stock by our chairman; governmental regulation, including trade compliance laws, as well as changes in international trade policies, sanctions and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; and competition and pricing pressures. All forward-looking statements set forth in this document 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 document speak only as of the date hereof, and we do not undertake any 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. Where required by law, no binding decision will be made with respect to the divestiture of the European business other than in compliance with applicable employee information and consultation requirements.

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Investor Presentation May 2022 INVESTMENT HIGHLIGHTS AND SPIN-OFF 5 KEY FINANCIAL RESULTS AND GUIDANCE 13 LESS-THAN-TRUCKLOAD (LTL) 18 TRUCK BROKERAGE 26 SUPPLEMENTAL MATERIALS 34 4

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Investor Presentation May 2022 Investor Presentation May 2022 5 Why invest in XPO today? Multiple avenues for outsized value creation: spin-off of brokered services, divestiture of the European business, company-specific levers for LTL transformation and continued deleveraging 1 A top provider in highly attractive less-than-truckload and truck brokerage sectors 2 High-ROIC businesses benefitting from secular tailwinds 3 Company-specific initiatives in LTL to improve operating ratio, increase volume and grow profit 4 Best-in-class truck brokerage business with soaring adoption of leading technology platform 5 Deleveraging while continuing to invest in growth, supported by strong adjusted EBITDA and free cash flow and strategic divestitures

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Investor Presentation May 2022 Investor Presentation May 2022 6 Long track record of significant shareholder value creation ▪ XPO was the 7th best-performing stock of the last decade on the Fortune 500, based on Bloomberg market data ▪ High 38% return on invested capital (ROIC) for the trailing 12 months ended March 31, 2022 ▪ Spent more than $3 billion on technology on all operations over the past 10 years, including truck brokerage digitization and LTL optimization ▪ Drove 910 bps of improvement in North American LTL adjusted operating margin from 2015 through 2021, excluding gains from sales of real estate ▪ Delivered 27% revenue CAGR in North American truck brokerage 2013 – 2021, at 3x the industry growth rate ▪ Sold intermodal operation in March 2022 for cash proceeds of ~$710 million, subject to a customary post-closing purchase price adjustment ▪ Robust adjusted EBITDA growth and free cash flow support continued deleveraging GXO Logistics spin-off was the highest performing stock of all fully divested spin-offs in 2021 FOCUSED EXECUTION AND CAPITAL ALLOCATION DRIVING SUPERIOR RESULTS Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information

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Investor Presentation May 2022 7 ▪ One of the largest providers of less-than- truckload (LTL) transportation in North America ▪ Fourth largest truck broker in North America ▪ More than 90% of 2021 operating income derived from North American LTL and truck brokerage businesses ▪ Leading positions in key European geographies: France, the UK and Iberia (Spain / Portugal) XPO helps customers move their goods most efficiently through their supply chains. We deliver value in the form of technological innovations, process improvements, cost efficiencies and reliable outcomes. XPO is a leading provider of freight transportation services XPO KEY METRICS 1 2021 revenue $12.8 billion Locations 731 Employees ~42,000 Customers ~50,000 LTL industry, North America2 ~$51 billion Truck brokerage industry, North America3 ~$88 billion STRONG POSITIONING OF CORE BUSINESSES 1 Global data for locations, customers and employees as of March 31, 2022; revenue excludes logistics segment spun off on August 2, 2021 2 Third-party research: North American less-than-truckload industry size 3 Third-party research: North American truck brokerage industry size; reflects brokered component of ~$400 billion total addressable truckload opportunity

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Investor Presentation May 2022 Note: Partial list 8 Strategic partner to blue-chip customers in diverse sectors

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Investor Presentation May 2022 Investor Presentation May 2022 9 Planned spin-off will separate XPO into two high-ROIC transportation leaders ▪ SpinCo will be an asset-light, tech-enabled brokered transportation platform o Best-in-class truck brokerage business is fourth largest in North America, with a strong digital offering o Complementary brokered services for managed transportation, last mile and global forwarding ▪ RemainCo will be the third largest pure-play less-than-truckload provider o Asset-based, one of the few LTL networks in North America with national scale o Proprietary technology and other company- specific levers enhance efficiency and growth XPO sold its intermodal operation in March 2022 and expects to divest its European business this year The aggregate trading price of the stocks of the two standalone companies created by the spin-off is expected to be higher than the price that XPO’s stock would trade at if the two businesses remained combined Note: Completion of the planned spin-off is subject to various conditions, including final approval by the XPO board of directors; there can be no assurance the planned transaction will close, or if it does, of its terms or timing

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Investor Presentation May 2022 10 ▪ Flexible, asset-light model with high ROIC, designed to grow profits in any cycle ▪ First-mover technology advantage; proprietary XPO Connect® digital brokerage offering with rapid industry adoption ▪ Massive capacity of ~88,000 independent truckload carriers in North America, and access to more than 1.5 million trucks ▪ Strong relationships with blue-chip customers in favorable verticals for outsourcing ▪ Highly experienced leadership team has worked together for many years; expertise adds agility ▪ Revenue outperformed industry growth by 3x 2013-2021; continuing to take share ▪ Over 80% of 2021 operating income from planned SpinCo services was generated by truck brokerage XPO expects SpinCo’s stock to trade at multiples at least as high as its most comparable peer due to the demonstrated ability of its truck brokerage platform to outperform the industry SpinCo: Tech-enabled brokered services platform 2021 revenue $4.8 billion 2021 operating income $226 million 2021 adjusted EBITDA $305 million Employees ~5,500 Customers ~10,000 2021 YoY revenue growth 63% 2013-2021 revenue CAGR 27% 2021 YoY total load growth / load growth from top 20 customers 29% / 35% 2021 YoY margin growth 49% KEY PLATFORM METRICS 1 TRUCK BROKERAGE GROWTH METRICS 1 Includes the company’s North American truck brokerage, managed transportation, last mile and global forwarding operations; data for employees and customers as of March 31, 2022 Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information BEST-IN-CLASS TRUCK BROKER WITH TRACK RECORD OF OUTPERFORMING THE INDUSTRY

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Investor Presentation May 2022 11 ▪ High ROIC from capital allocated to grow network, expand fleet and talent base, and enhance technology ▪ Favorable North American industry dynamics: firm pricing environment; strong end-market demand; top 10 carriers have 76% market share ▪ More levered to industrial sector than other LTL carriers; sets up a large opportunity to capitalize for years to come ▪ Differentiated by proprietary technology, in-house trailer manufacturing, national driver training network and other company-specific advantages ▪ Ability to drive hundreds of basis points of additional adjusted operating ratio improvement over time ▪ Many longstanding customer relationships among ~25,000 accounts served ▪ Second-best industry adjusted operating ratio in 20212 XPO expects its standalone LTL company stock to reflect its demonstrated success in improving operations to drive value creation RemainCo: Third largest pure-play less-than-truckload provider LEADING POSITIONING ENHANCED BY XPO-SPECIFIC COMPETITIVE ADVANTAGES 2021 revenue $4.1 billion 2021 operating income $618 million 2021 adjusted EBITDA $904 million 2022E adjusted EBITDA At least $1 billion 2015-2021 improvement in adjusted operating margin2 910 bps 2016-2021 net cash generated Over $3 billion Terminals 292 Drivers ~12,000 Tractors ~8,100 Trailers ~26,000 KEY METRICS1 1 Financial metrics are for XPO’s North American LTL segment; data for terminals, drivers, tractors and trailers as of March 31, 2022 2 Adjusted operating ratio excludes gains on sales of real estate Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information

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Investor Presentation May 2022 12 ▪ Chief diversity officer leading DE&I ▪ Steering committees for diversity and inclusion and sustainability ▪ Executive compensation tied to ESG targets ▪ Core DE&I objectives relate to recruitment and retention ▪ Working to significantly increase the diversity of talent in the pipeline by collaborating with historically Black colleges and universities (HBCUs) and others ▪ Promoting women and minority employees to middle and senior management roles ▪ Communicating culture of belonging to an expanded range of underrepresented groups, replicating success with hiring LGBTQ+ community members and military veterans ▪ Post-spin-off, each standalone company will have the benefit of a robust environmental, social and governance framework from day one of the separation Recent climate actions: piloted all-electric trucks, deployed cleaner fuels, tested duo-trailers for fuel efficiency and provided brokerage carriers with resources to help them in the adoption of sustainable technologies Strong ESG culture ESG SCORECARD CATEGORIES Workforce and Talent Information Security Employee and Community Safety Environmental and Sustainability Diversity, Equity and Inclusion Governance

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Key financial results and guidance

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Investor Presentation May 2022 Investor Presentation May 2022 14 First quarter 2022 results ▪ Revenue of $3.47 billion is the highest of any quarter in the company’s history ▪ Double-digit revenue growth in both North American LTL and North American Transportation, with 14% organic revenue growth companywide ▪ $625 million operating income is a first quarter record ▪ $321 million adjusted EBITDA is a first quarter record o Company’s eighth straight quarterly beat on adjusted EBITDA ▪ $1.25 adjusted diluted EPS is a first quarter record, up YoY by 58% REVENUE $3.47 billion NET INCOME1 $489 million OPERATING INCOME $625 million DILUTED EPS2 $4.23 CASH FLOW FROM OPERATING ACTIVITIES3 $200 million ADJUSTED NET INCOME1 $145 million ADJUSTED DILUTED EPS2 $1.25 ADJUSTED EBITDA $321 million FREE CASH FLOW $66 million 1 From continuing operations attributable to common shareholders 2 Diluted earnings from continuing operations per share 3 Net cash provided by operating activities from continuing operations Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information

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Investor Presentation May 2022 Investor Presentation May 2022 15 Updates full-year guidance on stronger outlook After adjusting for the sale of the intermodal operation, XPO raised its 2022 target for adjusted EBITDA, and updated the underlying metrics, to reflect its higher expectations for 2022 financial performance: ▪ Adjusted EBITDA of $1.35 billion to $1.39 billion, including second quarter adjusted EBITDA of $360 million to $370 million1 o North American LTL expected to generate at least $1 billion of full year adjusted EBITDA ▪ YoY improvement of more than 100 basis points in North American LTL adjusted operating ratio2 ▪ Depreciation and amortization of approximately $385 million, excluding amortization of acquisition-related intangible assets ▪ Interest expense of $150 million to $160 million ▪ Effective tax rate of 24% to 25% ▪ Adjusted diluted EPS of $5.20 to $5.60, excluding amortization of acquisition-related intangible assets, and assuming 117 million diluted shares outstanding at year-end 2022 With respect to 2022 cash flows: ▪ Gross capital expenditures of $500 million to $550 million ▪ Net capital expenditures of $425 million to $475 million ▪ Free cash flow of $400 million to $450 million, excluding all transaction-related impacts Full year 2022 guidance reflects YoY increases of 11% in adjusted EBITDA and 26% in adjusted diluted EPS at the mid-point of each range 1 For full year 2022, assumes gains from real estate sales of approximately $50 million dollars, compared with $62 million in 2021; first quarter 2022 had no gain from real estate sales, compared with $17 million in 2021; the company currently plans to execute real estate sales in the second half of 2022 2 Adjusted operating ratio excludes gains on sales of real estate Refer to the “Non-GAAP Financial Measures” section on page 2 Note: 2022 guidance excludes impacts associated with the planned spin- off of the brokered transportation platform or the sale or listing of the European business

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Investor Presentation May 2022 16 ▪ Continued to execute deleveraging plan ▪ Reduced net leverage to 2.0x, down from 2.7x at year-end 2021 o On March 24, 2022, sold North American intermodal operation for cash proceeds of ~$710 million ▪ On April 9, 2022, redeemed $630 million of $1.15 billion in aggregate principal amount of outstanding 6.250% Senior Notes due 2025 ▪ Strong growth in adjusted EBITDA and robust free cash flow conversion supported deleveraging Sale of intermodal operation and debt paydown have accelerated XPO’s deleveraging toward its target net leverage ratio of 1.0x – 2.0x Balance sheet and liquidity as of March 31, 20221 NET DEBT2 $2.6 billion NET LEVERAGE3 2.0x TOTAL LIQUIDITY4 $2.0 billion 1 Excludes logistics segment, which was spun off on August 2, 2021 2 Calculated as total debt of $3.56 billion less $1.0 billion of cash and cash equivalents 3 Calculated as net debt of $2.56 billion divided by adjusted EBITDA of $1.28 billion for the trailing 12 months ended March 31, 2022 4 Includes approximately $1.0 billion of available borrowing capacity and $1.0 billion of cash and cash equivalents Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information

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Investor Presentation May 2022 Investor Presentation May 2022 17 Full year 2021 results ▪ Full year results exclude the logistics segment, which was spun off on August 2, 2021 ▪ Revenue of $12.806 billion is a full-year company record o North American Less-Than- Truckload segment increased revenue to $4.12 billion, compared with $3.54 billion for 2020 o Brokerage and Other Services segment increased revenue to $8.91 billion, compared with $6.80 billion for 2020 ▪ Operating income was $616 million, compared with $228 million for 2020 ▪ Adjusted EBITDA of $1.239 billion exceeded full year guidance range 1 Net income from continuing operations attributable to common shareholders 2 Diluted earnings from continuing operations per share 3 Net cash provided by operating activities from continuing operations Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information REVENUE $12.806 billion NET INCOME1 $323 million OPERATING INCOME $616 million DILUTED EPS2 $2.82 CASH FLOW FROM OPERATING ACTIVITIES3 $656 million ADJUSTED NET INCOME1 $491 million ADJUSTED DILUTED EPS2 $4.30 ADJUSTED EBITDA $1.239 billion FREE CASH FLOW $475 million

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Less-than-truckload (LTL)

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Investor Presentation May 2022 Investor Presentation May 2022 19 XPO is one of the largest providers of LTL transportation in North America ▪ Significant competitive advantages in the US as one of the few national LTL networks, with numerous longstanding customer relationships among ~25,000 accounts served ▪ Favorable industry dynamics, including a firm pricing environment and strong demand from e-commerce growth ▪ More levered to the industrial sector than other LTL carriers, which will change from a negative to a positive when supply chain disruptions resolve and manufacturing scales up ▪ Large opportunity to enhance profitability through numerous XPO- specific initiatives, many independent of the macro, including: o Optimization of linehaul, dock and pickup-and-delivery operations through applications of XPO’s proprietary LTL technology for routing, load-building and labor productivity; and advanced pricing algorithms o Expansion of network capacity and in-house trailer manufacturing o Targeted sales pipeline management ▪ ~12,000 professional truck drivers, with many sourced through the company’s driver training schools; XPO’s LTL truck drivers are particularly valued by customers for their professionalism and customer service skills ▪ High ROIC from capital allocated to grow network density, expand fleet and talent base, and enhance technology LTL is the transportation of a quantity of freight that is larger than a parcel but too small to require an entire truck, often shipped on pallets; freight for different customers is consolidated in the same trailer XPO’S REVENUE AND MARGIN GROWTH LEVERS IN LTL

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Investor Presentation May 2022 20 Expect to generate at least $1 billion of LTL adjusted EBITDA in 2022 North American LTL business profile 1 Third-party research, North America 2 As of March 31, 2022 3 Excluding gains from sales of real estate Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information Industry size1 ~$51 billion XPO’s industry share ~8% Largest customer as % of 2021 revenue 2% 2021 freight delivered ~18 billion lbs. Terminals2 292 Employees2 ~21,000 Tractors / trailers2 ~8,100 / 26,000 KEY METRICS Revenue $1.1 billion Operating income $132 million Adjusted EBITDA $205 million Adjusted operating ratio3 85.7% FIRST QUARTER 2022 Revenue $4.1 billion Operating income $618 million Adjusted EBITDA $904 million Adjusted operating ratio3 84.3% FULL YEAR 2021

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Investor Presentation May 2022 21 North American LTL pricing fundamentals benefit XPO’s long-term expansion 1 Excludes the impact of fuel surcharges XPO LTL GROSS REVENUE PER HUNDREDWEIGHT 1 In Q1 2022, grew yield ex-fuel YoY by 9%

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Investor Presentation May 2022 Investor Presentation May 2022 22 910 bps improvement in LTL adjusted operating margin under XPO ownership In 2022, expect to achieve YoY improvement of more than 100 basis points in adjusted operating ratio ~7% ~16% 2015 2021 1 Excluding gains from sales of real estate Refer to the “Non-GAAP Financial Measures” section on page 2 and Supplemental Materials for related information XPO NORTH AMERICAN LTL ADJUSTED OPERATING MARGIN 1

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Investor Presentation May 2022 Investor Presentation May 2022 23 Significant opportunity to drive further gains with XPO’s proprietary technology PRICING ▪ Data-driven pricing tools optimize LTL rates for local and regional accounts, while improving efficiency ▪ Elasticity tools help to determine best pricing for large, contractual customer relationships ▪ New pricing platform enables lead generation by mining historical pricing histories LINEHAUL AND NETWORK ▪ Opportunity to optimize annual linehaul spend of ~$1.1 billion ex-fuel by enhancing network tools ▪ Automated load-building increases trailer utilization while improving network fluidity PICKUP-AND-DELIVERY ROUTING ▪ New planning tools deployed in 2021 ▪ Deployment of new dispatch tools initiated in Q4 2021 CUSTOMER SERVICE ▪ Launched new online digital dashboard with self-service tools in Q1 2022 to enhance the customer experience Launching in Q2 2022: New cost models and piece-level tracking with automated notifications

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Investor Presentation May 2022 Investor Presentation May 2022 Company-specific levers for network efficiency and growth Launched in Q2 2022: National initiative to further improve quality of trailer loading and on-time delivery, and engaging with customers on best practices to package freight 24 IMPROVING NETWORK FLOW ▪ Network fluidity has substantially improved over last six months ▪ Generated significantly stronger service metrics in key areas, such as on-time transit and freight handling DRIVING PRICING: ▪ Launched new pricing technology to improve pricing on contract renewals o In Q1 2022, YoY yield improvement on contract renewals increased to 11% ▪ Instituted accessorial charges for detained trailers, oversized freight and special handling ▪ Actions contributed to record Q1 YoY increase in yield ex-fuel of 9% EXPANDING DRIVER BASE: ▪ Targeting ~1,800 graduates from XPO truck driver training schools in 2022 ▪ Target is twice the ~900 graduates in 2021 Continued on next page

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Investor Presentation May 2022 Investor Presentation May 2022 25 INCREASING TRAILER PRODUCTION: ▪ Added second production line at Searcy, Arkansas trailer manufacturing facility ▪ Produced a record number of trailers in Q1, running at double the 2021 run rate EXPANDING NETWORK FOOTPRINT: ▪ The company’s goal is to add 900 net new doors to its North American LTL network from October 2021 to YE 2023, increasing door count by ~6% ▪ Added 345 net new doors through May 2022, with five terminals opened: o Chicago Heights, Illinois o Sheboygan, Wisconsin o Texarkana, Arkansas o San Bernardino, California o Atlanta, Georgia ▪ Opened new fleet maintenance shops in Ohio, Florida, New York and Nevada Company-specific levers for network efficiency and growth, continued

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Truck brokerage

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Investor Presentation May 2022 Investor Presentation May 2022 27 XPO is the fourth largest truck broker in North America ▪ Best-in-class truck brokerage, with massive capacity of ~88,000 independent carriers in North America and access to more than 1.5 million trucks ▪ Flexible, asset-light model with high ROIC, designed to grow profits in any cycle ▪ Highly experienced leadership team has worked together for many years, bringing agility and expertise to the business ▪ First-mover technology advantage with investments in automation starting in 2011, ahead of the industry curve ▪ Proprietary XPO Connect® digital brokerage platform with soaring adoption rates and proven ability to drive margin growth by managing more volume at less cost ▪ Blue-chip customer base across diverse verticals Truck brokerage is an asset-light business that facilitates the movement of full truckloads of freight, typically from a single shipper; a broker purchases truck capacity from independent carriers XPO’S REVENUE AND MARGIN GROWTH LEVERS IN TRUCK BROKERAGE

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Investor Presentation May 2022 28 Six consecutive quarters of YoY load growth of more than 20% through first quarter 2022 North American truck brokerage business profile Industry size, North America1 $88 billion XPO’s industry share ~3% Average tenure of XPO’s top 10 customers ~15 years Total addressable for-hire truckload opportunity, North America ~$400 billion1 1 Third-party research; North American truck brokerage industry size reflects brokered component of $400 billion total addressable for-hire truckload opportunity 2 Margin is calculated as revenue less cost of transportation and services (exclusive of depreciation and amortization) Note: Truck brokerage is the largest component of the company’s North American brokered transportation platform planned for spin-off Refer to the “Non-GAAP Financial Measures” section on page 2 and reconciliation in Supplemental Materials for related information KEY METRICS Revenue $824 million Margin2 $134 million FIRST QUARTER 2022 Revenue $2.7 billion Margin2 $427 million FULL YEAR 2021

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Investor Presentation May 2022 Source: Third-party research 29 Brokers have been steadily capturing truckload share for decades BROKER PENETRATION OF NORTH AMERICAN TRUCKLOAD INDUSTRY Outsourced freight transportation is shifting from asset-based trucking companies to brokers, as shippers seek reliable access to capacity and real-time pricing 7% 7% 8% 9% 10% 10% 10% 11% 12% 12% 13% 13% 13% 14% 14% 15% 16% 18% 20% 20% 21% 22% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

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Investor Presentation May 2022 $42 billion $88 billion 2013 2021 $397 million $2.749 billion 2013 2021 30 XPO is growing North American truck brokerage at 3x the industry rate 1 Third-party research: North American truck brokerage industry size; reflects brokered component of ~$400 billion total addressable truckload opportunity US BROKERAGE INDUSTRY GROWTH FROM 2013 TO 2021 1 XPO BROKERAGE REVENUE GROWTH FROM 2013 TO 2021 Expect to generate double-digit truck brokerage volume growth in 2022 and going forward

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Investor Presentation May 2022 Investor Presentation May 2022 31 Fastest-growing digital brokerage platform in the industry ▪ In Q1 2022, 74% of XPO’s brokerage orders in North America were created or covered digitally ▪ Grows loads faster than headcount by enhancing productivity through automation ▪ Improves transportation procurement by providing deep visibility into available capacity and market conditions ▪ Proprietary pricing engine provides customers with dynamic analysis of carrier bids ▪ Optimizes shipper services by sourcing the best carrier for each load profile and providing shipment tracking in real time ▪ Integrates with customer TMS systems and provides real-time pricing backed by service quality and capacity ▪ Equips truck drivers to locate, win and book loads, negotiate rates and locate backhauls to reduce empty miles using the platform’s mobile app ▪ Gives shippers and carriers the ability to interact directly when tendering loads for maximum efficiency XPO Connect® is a breakthrough technology that helps shippers and carriers make informed decisions by providing real-time information about supply and demand for truckload capacity DEMAND FOR XPO CONNECT ® IS OUTPACING THE INDUSTRY’S SECULAR SHIFT TO DIGITAL BROKERAGE, DRIVING XPO SHARE GAINS

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Investor Presentation May 2022 FREIGHT MANAGEMENT CARRIER SCORE AND REWARDSCAPACITYPOSTING LOAD BOOKING In Q1 2022, weekly average carrier users on the platform increased YoY by 59% 32 Drivers have downloaded the Drive XPO® mobile app over 700,000 times ▪ Proprietary app connects truck drivers to XPO Connect® from the road, giving them access to thousands of loads daily and reducing empty miles ▪ Enhances access to capacity for XPO customers regardless of market conditions ▪ Fully automated transactional capabilities

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Investor Presentation May 2022 - 2,000 4,000 6,000 8,000 10,000 12,000 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Total registered customer users 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Total Drive XPO app downloads - 500,000 1,000,000 1,500,000 2,000,000 2,500,000 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Total digital brokerage orders Note: All data cumulative as of March 31, 2022 33 XPO’s digital brokerage platform is widely adopted and growing hyper-fast CUSTOMERS WANT DIGITAL ACCESS TO XPO’S DEEP POOL OF TRUCKS AND DRIVERS CARRIERS WANT THE INCOME OPPORTUNITIES THAT XPO CONNECT ® PROVIDES 0 20,000 40,000 60,000 80,000 100,000 120,000 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Total registered carrier users

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Supplemental materials

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Investor Presentation May 2022 Brad Jacobs Chief Executive Officer United Rentals, United Waste Lou Amo President, Truck Brokerage – North America Electrolux, Union Pacific Josephine Berisha Chief Human Resources Officer Morgan Stanley Matthew Fassler Chief Strategy Officer Goldman Sachs Luis-Angel Gómez Izaguirre Managing Director, Transport – Europe Norbert Dentressangle Mario Harik Chief Information Officer; Acting President, LTL – North America Oakleaf Waste Management Tavio Headley Chief Investor Relations Officer Jefferies, American Trucking Associations LaQuenta Jacobs Chief Diversity Officer Delta Air Lines, Home Depot Heidi Ratti Senior Vice President, Human Resources, LTL – North America Pacer Lorraine Sperling Treasurer Goldman Sachs, Carnival Ravi Tulsyan Chief Financial Officer ADT, Tyco, PepsiCo Drew Wilkerson President, Transportation – North America C.H. Robinson LEADERSHIP Note: Partial list PRIOR EXPERIENCE 35 Highly skilled management team

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Investor Presentation May 2022 Investor Presentation May 2022 XPO 2021 REVENUE DIVERSIFICATION BY VERTICALS Industrial and Manufacturing 37% Retail and E-commerce 23% Consumer Goods 7% Food and Beverage 8% Logistics and Transportation 8% Other 17% 36 Highly diversified revenue across attractive verticals

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Investor Presentation May 2022 37 In 2021, over 80% of the operating income generated by the planned spin-off services was generated by truck brokerage. The balance of the spin-off platform is comprised of three additional brokered transportation services. Complementary brokered spin-off services Provides asset-light solutions for shippers who outsource their freight transportation to gain reliability, visibility and cost savings. XPO’s managed transportation service uses proprietary technology and is integrated with its truck brokerage business to enhance revenue synergy, with cross-selling to last mile and global forwarding. MANAGED TRANSPORTATION An asset-light service that facilitates deliveries to consumers performed by third-party contractors. XPO is the largest last mile logistics provider for heavy goods in North America, positioned within 125 miles of the vast majority of the US population, and serving a base of omnichannel and e-commerce retailers and direct-to-consumer manufacturers. LAST MILE LOGISTICS A scalable, asset-light service managed with advanced technology that facilitates ocean, road and air transportation and assists shippers with customs brokerage processes. XPO is a global freight forwarder with a network of company-owned and partner-owned locations and coverage of key trade lanes that reach 190 countries. GLOBAL FORWARDING

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Investor Presentation May 2022 38 XPO holds leading transportation positions in key European geographies TRUCK BROKERAGE #1 LTL provider in France and Iberia #1 single-owner LTL network in the UK ▪ LTL network of ~130 locations serving countries across Europe ▪ Optimal LTL operating model utilized for each coverage area: contracted capacity, owned capacity or blended capacity LESS-THAN-TRUCKLOAD #1 broker in France and Iberia (Spain / Portugal) #3 broker in the UK

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Investor Presentation May 2022 39 XPO is widely recognized for performance and culture ▪ Recognized as one of America’s Best Large Employers by Forbes, 2022 ▪ Named one of the World’s Most Admired Companies by Fortune, 2018, 2019, 2020, 2021 ▪ Ranked #1 in the Fortune 500 category of Transportation and Logistics, 2017, 2018, 2019, 2020, 2021 ▪ Named a Top Company for Women to Work for in Transportation by Women in Trucking Association, 2021 ▪ Named one of America's Most Responsible Companies by Newsweek, 2020, 2022 ▪ Named one of Spain’s Best Companies to Work For by Forbes, 2019, 2020, 2021 ▪ Named a Leader in the Magic Quadrant for 3PL Providers by Gartner, 2017, 2018, 2019, 2020, 2021 ▪ Received first-place ranking in all categories of 2022 Institutional Investor All-America Executive Team; voted Brad Jacobs best CEO in transportation space ▪ Received Intel’s Supplier Achievement Award for COVID response, 2021 ▪ Recognized by General Motors with Supplier of the YearAward for aftermarket distribution 2019, managed transportation 2020, 2021 ▪ Received Ulta Beauty’s “Improve Always” Award, 2021 ▪ Named a Top 100 3PL by Inbound Logistics, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021 ▪ Named one of Best Leadership Teams and Best CEOs for Diversity by Comparably, 2021 ▪ Winner of Dow Chemical’s Sustainability Award for road transportation, 2021 ▪ Named LTL Collaborator of the Year by GlobalTranz, 2020, 2021 ▪ Named a Top 100 Trucker by Inbound Logistics, 2016, 2017, 2018, 2019, 2020, 2021 ▪ Named a Freight.Tech Disruptive Technology Leader by FreightWaves, 2018, 2019, 2020, 2021, 2022 ▪ Recognized by Ford Motor Company with World Excellence Awards, 2019, 2020, 2021 ▪ Awarded BRC certification for food safety in transport operations for Arla Foods distribution, 2021 ▪ Honored with Whirlpool Corporation Intermodal Carrier of the YearAward and Maytag Dependability Award, 2020 ▪ Ranked #7 of the Top 20 UK Companies for Quality of Workplace Culture by the Chartered Management Institute, 2020 ▪ Recognized by Owens Corning as Supplier of the YearAward, 2020 ▪ Recognized by Raytheon Company with EPIC Supplier Excellence Award for on-time delivery, 2019 ▪ Named a European Diversity Leader by the Financial Times, 2019 ▪ Named a Winning “W” Company by 2020 Women on Boards for gender diversity of the board of directors, 2019 ▪ Recognized by Nissan Manufacturing UK for excellence at Operational Logistics Awards, 2014, 2015, 2016, 2017, 2018, 2019 ▪ CEO Jacobs ranked #10 on Barron's readers list of World's Best CEOs, 2018 ▪ Named to Fortune Future 50 list of US companies best positioned for breakout growth, 2018

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Investor Presentation May 2022 40 Selected highlights of XPO’s people-first culture ▪ Appointed a Chief Diversity Officer and launched a Diversity and Inclusion Council, 2020 ▪ Launched a global Diversity and Inclusion Steering Committee, 2021, and a global Sustainability Steering Committee, 2022 ▪ Named transportation partner of 3-Day Walks® for Susan G. Komen Foundation in fight against breast cancer through 2022 ▪ Partnered with Hispanic Association of Colleges and Universities to provide financial support for HACU’s objectives ▪ Partnered with Truckers Against Trafficking to help combat human trafficking ▪ Recognized by Human Rights Campaign on the Corporate Equality Index (CEI) for LGBTQ+ inclusion, 2020, 2021, 2022 ▪ Recognized by Disability:IN and the American Association of People with Disabilities on the Disability Equality Index, 2021 ▪ Donated services and shoe collections to Soles4Souls, a non-profit committed to disrupting the cycle of poverty ▪ Provides employees with tuition reimbursement of up to $5,250 annually for pursuing continuing education ▪ Robust recruitment initiatives emphasize diversity hiring; awarded Viqtory’s bronze-level Military-Friendly Employer® ▪ Awarded VETS Indexes Recognized Employer status, 2022 ▪ Company celebrates Black History, Women’s History, Hispanic Heritage, Asian American and Pacific Islander Heritage, LGBTQ+ Pride and Military Appreciation months ▪ Honored by Women’s Forum of New York for having 35% or more female representation on the XPO board of directors, 2021 ▪ Signed national Diversity Charters in Spain and France, committing to diversity and inclusion in the workplace Progressive Pregnancy Care and Family Bonding benefits ▪ Any XPO employee, male or female, receives up to six weeks of 100% paid postnatal leave as primary caregiver, or up to two paid weeks as a secondary caregiver ▪ Women receive up to 20 days or 160 hours of 100% paid prenatal leave for health and wellness ▪ “Automatic yes" pregnancy accommodations granted on request; more extensive accommodations easily arranged ▪ XPO guarantees that a woman will continue to be paid her regular base wage rate, and remain eligible for wage increases, while her pregnancy accommodations are in effect

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Investor Presentation May 2022 41 Strongly committed to sustainability ▪ CarbonNET, XPO’s proprietary, cloud-based calculator, helps document emission sources, activity data and CO2 calculations ▪ Awarded Silver Status for ESG Performance by EcoVadis in Europe, 2022 ▪ Named a Top 75 Green Supply Chain Partner by Inbound Logistics for 2016, 2017, 2018, 2019, 2020, 2021 ▪ Joined Lean & Green National Project in Spain as part of pan-European initiative to cut greenhouse gas emissions in supply chains ▪ Awarded Trophées EVE 2020 for implementing an “urban river” solution to reduce CO2 emissions during inner-city deliveries in Paris, in cooperation with the Ports of Paris, City of Paris, Île-de-France region and Voies Navigables de France ▪ Renewed three-year commitment to the CO2 Charter in France, extending 10-year commitment to sustainability ▪ Expanded fleet with 80 liquified natural gas (LNG) trucks in Europe in 2020; now over 250 natural gas trucks in Europe ▪ In partnership with Irish Rail, created a multimodal solution that can significantly decrease road congestion and emissions per freight unit ▪ Piloted the first fully electric trucks in XPO fleets in Spain and France ▪ Partnered with Daimler Trucks North America to conduct a nine-month pilot of Daimler’s battery-electric commercial trucks ▪ Invested in fuel-efficient Freightliner Cascadia tractors in North America (EPA-compliant and GHG14-compliant technology), and Stralis Natural Power Euro VI tractors in Europe ▪ European fleet has reduced fuel consumption by 10% since 2015 ▪ Official transport partner of Tour de France for 41 years; tested biofuel Oleo100 in Euro 6 diesel truck at the 2021 Tour and reduced CO2 emissions by 60% ▪ Partnered with ENGIE Solutions, a leading provider of sustainable mobility, to transport natural gas in cryogenic tanks capable of maintaining extremely low temperatures ▪ XPO mega-trucks in Spain can reduce CO2 emissions by up to 20% by transporting more freight per trip ▪ XPO drivers train in responsible eco-driving and fuel usage reduction techniques ▪ North American LTL locations implementing phased upgrades to LED lighting ▪ Experimenting in Europe with diesel-electric hybrids and zero-emission electric vans for last mile service ▪ Utilizing electronic waybills and documentation in global operations to reduce paper and other waste XPO’s Sustainability Report is available online at sustainability.xpo.com

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Investor Presentation May 2022 42 Business glossary XPO SERVICES ▪ Less-than-truckload (LTL): LTL is the transportation of a quantity of freight that is larger than a parcel but doesn’t require an entire truck, and is often shipped on a pallet. LTL shipments are priced according to the weight of the freight, its commodity class (generally determined by cube/weight ratio and type of product), and mileage within designated lanes. An LTL carrier typically operates a hub-and- spoke network that allows for the consolidation of multiple shipments for different customers in single trucks. XPO is the fourth largest LTL provider in North America, with a national network that provides customers with geographic density and day-definite regional, inter- regional and transcontinental LTL freight services, including cross-border US service to and from Mexico and Canada, and intra-Canada service. The company also has one of the largest LTL networks in Western Europe. ▪ Truck brokerage: Truck brokerage is a variable-cost business that facilitates the trucking of freight by procuring carriers through the use of technology, typically referred to as a transportation management system (TMS). Brokerage margin is the spread between the price to the shipper and the cost of purchased transportation. The vast majority of truck brokerage shipments are full truckload; cargo is provided by a single shipper in an amount that requires the full capacity of the trailer, either by dimension or weight. XPO is the fourth largest truck broker in North America. The company matches shippers’ loads with third-party independent contractors, giving both parties the ability to interact directly on the XPO Connect® digital platform (see below). Truck brokers have steadily increased share of the for-hire trucking market throughout cycles, and shippers and carriers increasingly value automation, making digital truck brokerage one of the strongest trends in the freight transportation industry. XPO TECHNOLOGY ▪ XPO Connect®: XPO’s proprietary, fully automated, self-learning digital freight marketplace connects shippers and carriers directly, as well as through company operations. XPO Connect® gives shippers comprehensive visibility into current market conditions, including fluctuations in capacity, spot rates by geography and digital negotiating through an automated counteroffer feature. Carriers can post available truck capacity and bid on loads, and shippers can tender loads and track their freight in real time. Drivers use the Drive XPO® app for mobile access to XPO Connect® from the road. The app also serves as a geo-locator and supports voice-to-text communications. Approximately 74% of XPO’s truck brokerage loads are created or covered digitally, and the company expects that number to climb to 95% or more through ongoing industry adoption of XPO Connect®. ▪ XPO Smart™: XPO’s proprietary labor optimization tools use machine learning to improve productivity in dock operations at the company’s LTL network terminals.

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Investor Presentation May 2022 43 The following table reconciles XPO’s income from continuing operations for the periods ended March 31, 2022 and 2021, to adjusted EBITDA for the same periods. Financial reconciliations RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA 1 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue Refer to the “Non-GAAP Financial Measures” section on page 2 of this document $ in millions (unaudited) Change % Income from continuing operations $ 489 $ 63 676.2% Debt extinguishment loss - 8 Interest expense 37 65 Income tax provision 113 19 Depreciation and amortization expense 116 119 Unrealized (gain) loss on foreign currency option and forward contracts - (1) Gain on sale of business (450) - Transaction and integration costs 10 5 Restructuring costs 6 1 Adjusted EBITDA $ 321 $ 279 15.1% Revenue $ 3,473 $ 2,989 16.2% Adjusted EBITDA margin (1) 9.2% 9.3% Three Months Ended March 31, 2022 2021

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Investor Presentation May 2022 44 The following table reconciles XPO’s net income from continuing operations attributable to common shareholders for the quarters ended March 31, 2022 and 2021, and the year ended December 31, 2021, to adjusted net income from continuing operations attributable to common shareholders for the same periods. Financial reconciliations (cont.) 1 The income tax rate applied to reconciling items excluding the gain on sale of business is based on the GAAP annual effective tax rate, excluding discrete items and contribution- and margin-based taxes; the income tax rate applied to the gain on the sale of business represents the actual tax expense impact which is considered a discrete item 2 Discrete tax items reflect a tax benefit related to a tax planning initiative that resulted in the recognition of a long-term capital loss, offset by tax expense due to valuation allowances that were recognized as a result of the spin-off of the company's logistics business Refer to the “Non-GAAP Financial Measures” section on page 2 of this document RECONCILIATIONS OF ADJUSTED NET INCOME AND ADJUSTEDDILUTEDEARNINGS PER SHARE $ in millions, except per-share data (unaudited) Net income from continuing operations attributable to common shareholders $ 489 $ 63 $ 323 Debt extinguishment loss - 8 54 Unrealized (gain) loss on foreign currency option and forward contracts - (1) 1 Amortization of acquisition-related intangible assets 20 22 86 ABL amendment cost - - 1 Gain on sale of business (450) - - Litigation settlements - - 31 Transaction and integration costs 10 5 37 Restructuring costs 6 1 19 Income tax associated with the adjustments above (1) 70 (9) (56) Discrete and other tax-related adjustments (2) - - (5) Adjusted net income from continuing operations attributable to common shareholders $ 145 $ 89 $ 491 Adjusted diluted earnings from continuing operations per share $ 1.25 $ 0.79 $ 4.30 Weighted-average common shares outstanding Diluted weighted-average common shares outstanding 116 112 114 March 31, Year Ended December 31, Three Months Ended 2022 2021 2021

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Investor Presentation May 2022 45 The following table reconciles XPO’s net cash provided by operating activities from continuing operations for the quarters ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020 and 2019, to free cash flow for the same periods. Financial reconciliations (cont.) $ in millions (unaudited) Net cash provided by operating activities from continuing operations $ 200 $ 77 $ 656 $ 388 $ 629 Cash collected on deferred purchase price receivable - - - - 75 Adjusted net cash provided by operating activities from continuing operations 200 77 656 388 704 Payment for purchases of property and equipment (137) (74) (313) (303) (379) Proceeds from sales of property and equipment 3 36 132 183 237 Free cash flow $ 66 $ 39 $ 475 $ 268 $ 562 Years Ended December 31, 2021 2020 March 31, 2021 2022 2019 Three Months Ended RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS TO FREE CASH FLOW Refer to the “Non-GAAP Financial Measures” section on page 2 of this document

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Investor Presentation May 2022 46 The following table reconciles XPO’s operating income attributable to its North American less-than-truckload business for the quarters ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016 and 2015, to adjusted operating income, adjusted operating ratio, adjusted EBITDA and net cash for the same periods. Financial reconciliations (cont.) $ in millions (unaudited) Revenue (excluding fuel surcharge revenue) $ 898 $ 827 $ 3,486 $ 3,106 $ 3,259 $ 3,230 $ 3,140 $ 3,035 $ 3,081 Fuel surcharge revenue 207 135 632 433 532 552 455 370 448 Revenue 1,105 962 4,118 3,539 3,791 3,782 3,595 3,405 3,529 Salaries, wages and employee benefits 495 453 1,907 1,740 1,783 1,751 1,697 1,676 1,726 Purchased transportation 136 94 452 334 397 400 438 438 508 Fuel and fuel-related taxes 94 63 282 186 264 293 234 191 230 Other operating expenses 168 134 553 494 471 590 555 514 629 Depreciation and amortization 55 55 226 224 227 243 233 203 164 Rents and leases 22 18 79 65 49 44 42 41 49 Transaction, integration and rebranding costs - - 1 5 - - 19 24 21 Restructuring costs 3 - - 4 3 3 - - Operating income (1) 132 145 618 487 597 458 377 318 202 Operating ratio (2) 88.1% 84.9% 85.0% 86.2% 84.3% 87.9% 89.5% 90.7% 94.3% Other income (3) 15 14 58 43 22 29 12 - - Amortization expense 8 8 33 34 34 33 34 34 10 Transaction, integration and rebranding costs - - 1 5 - - 19 24 21 Restructuring costs 3 - - 4 3 3 - - - Depreciation adjustment from updated purchase price allocation of acquired assets - - - - - - - (2) - Adjusted operating income (1) $ 158 $ 167 $ 710 $ 573 $ 656 $ 523 $ 442 $ 374 $ 233 Adjusted operating ratio (4) 85.7% 82.6% 82.7% 83.8% 82.7% 86.2% 87.7% 89.0% 93.4% Depreciation expense 47 47 193 190 193 210 199 169 154 Other - - 1 1 2 - 6 4 (6) Adjusted EBITDA (1) (5) $ 205 $ 214 $ 904 $ 764 $ 851 $ 733 $ 647 $ 547 $ 381 Adjusted EBITDA Margin (6) 18.5% 22.2% 21.9% 21.6% Gains on real estate transactions - (17) (62) (77) (88) (2) (5) - - Adjusted EBITDA, excluding gains on real estate transactions $ 205 $ 197 $ 842 $ 687 $ 763 $ 731 $ 642 $ 547 $ 381 Adjusted operating income, excluding gains on real estate transactions $ 158 $ 150 $ 648 $ 496 $ 233 Adjusted operating ratio, excluding gains on real estate transactions (4) 85.7% 84.3% 84.3% 86.0% 93.4% Payment for purchases of property and equipment $ (155) $ (102) $ (153) $ (112) $ (88) $ (130) Net cash generated from operating income (7) 463 385 444 346 289 188 Net cash generated from adjusted EBITDA (8) 687 585 610 619 554 417 2016 Years Ended December 31, 2015 (9) Three Months Ended March 31, 2022 2021 2021 2020 2019 2018 2017 RECONCILIATIONS OF NORTH AMERICAN LESS -THAN-TRUCKLOAD ADJUSTED OPERATING RATIO, ADJUSTED EBITDA AND NET CASH 1 Operating income, adjusted operating income and adjusted EBITDA include real estate gains of $- million and $17 million for the three months ended March 31, 2022 and 2021, respectively, and $62 million and $77 million for the years ended December 31, 2021 and 2020, respectively 2 Operating ratio is calculated as (1 –(operating income divided by revenue)) 3 Other income primarily consists of pension income 4 Adjusted operating ratio is calculated as (1 –(adjusted operating income divided by revenue)); adjusted operating margin is the inverse of adjusted operating ratio 5 Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280 6 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue 7 Net cash generated from operating income is calculated as operating income less payments for purchases of property and equipment 8 Net cash generated from adjusted EBITDA is calculated as adjusted EBITDA, excluding gains on real estate transactions, less payments for purchases of property and equipment; we also refer to this measure as net cash from LTL 9 2015 represents full year results; the company acquired North American LTL in Q4 2015 Note: Refer to the “Non-GAAP Financial Measures” section on page 2 of this document

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Investor Presentation May 2022 47 The following table reconciles XPO’s revenue attributable to its North American Truck Brokerage business for the quarters ended March 31, 2022 and 2021, and the years ended December 31, 2021 and 2020, to margin for the same periods. Financial reconciliations (cont.) 1 Margin is calculated as revenue less cost of transportation and services (exclusive of depreciation and amortization) Refer to the “Non-GAAP Financial Measures” section on page 2 of this document $ in millions (unaudited) Change % Change % Revenue $ 824 $ 596 38.3% $ 2,749 $ 1,684 63.2% Cost of transportation and services (exclusive of depreciation and amortization) 690 485 2,322 1,398 Margin (1) $ 134 $ 111 20.7% $ 427 $ 286 49.3% Years Ended December 31, 2021 2020 Three Months Ended March 31, 2022 2021 RECONCILIATION OF NORTH AMERICAN TRUCK BROKERAGE MARGIN

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Investor Presentation May 2022 48 The following table reconciles XPO’s income from continuing operations for the trailing twelve months ended March 31, 2022, the three-month periods ended March 31, 2022 and 2021, and twelve months ended December 31, 2021, to adjusted EBITDA for the same periods. Financial reconciliations (cont.) RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA $ in millions (unaudited) Income from continuing operations $ 749 $ 489 $ 323 $ 63 Debt extinguishment loss 46 - 54 8 Interest expense 183 37 211 65 Income tax provision 181 113 87 19 Depreciation and amortization expense 473 116 476 119 Unrealized (gain) loss on foreign currency option and forward contracts 2 - 1 (1) Gain on sale of business (450) (450) - - Litigation settlements 31 - 31 - Transaction and integration costs 42 10 37 5 Restructuring costs 24 6 19 1 Adjusted EBITDA $ 1,281 $ 321 $ 1,239 $ 279 2022 2022 2021 2021 March 31, March 31, December 31, March 31, Twelve Months Ended Three Months Ended Twelve Months Ended Three Months Ended Trailing Refer to the “Non-GAAP Financial Measures” section on page 2 of this document

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Investor Presentation May 2022 49 We believe that return on invested capital (ROIC) is an important metric, as it measures how effectively we deploy our capital base. ROIC is calculated as net operating profit after tax (NOPAT) for the trailing twelve months ended March 31, 2022, divided by invested capital as of March 31, 2022. NOPAT is calculated as adjusted EBITDA less depreciation expense, real estate gains and cash taxes plus operating lease interest. Invested capital is calculated as equity plus debt and operating lease liabilities less cash and goodwill and intangibles. Financial reconciliations (cont.) 1 Excluding the NOPAT related to our divested intermodal operation, our return on invested capital would have decreased by four percentage points Refer to the “Non-GAAP Financial Measures” section on page 2 of this document RETURN ON INVESTED CAPITAL 38% return on invested capital1 $ in millions (unaudited) Select income statement items Select balance sheet items Adjusted EBITDA $ 1,281 Equity $ 1,598 (-) Depreciation 389 (+) Debt 3,559 (-) Real estate gains 45 (+) Operating lease liabilities 816 (+) Operating lease interest 30 (-) Cash 1,004 (-) Cash taxes 87 (-) Goodwill and intangibles 2,880 Net operating profit after tax (NOPAT) (1) $ 790 Invested capital $ 2,089 Trailing Twelve Months Ended As of March 31, 2022 March 31, 2022

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Investor Presentation May 2022 50 The following table reconciles XPO’s operating income attributable to the planned spin-off operations1 for the year ended December 31, 2021 to adjusted EBITDA for the same period. Financial reconciliations (cont.) 1 The planned spin-off is expected to include the company’s truck brokerage, managed transportation, last mile logistics and global forwarding operations 2 Excludes unallocated corporate costs Refer to the “Non-GAAP Financial Measures” section on page 2 of this document RECONCILIATION OF ADJUSTED EBITDA ATTRIBUTABLE TO THE PLANNED SPIN -OFF $ in millions (unaudited) Spin-off operations Operating income $ 226 Other expense (2) Depreciation and amortization 79 Transaction and integration costs 2 Adjusted EBITDA (2) $ 305 Year Ended December 31, 2021

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Investor Presentation May 2022 51 The following table reconciles XPO’s revenue for the periods ended March 31, 2022 and 2021 to organic revenue for the same periods. Financial reconciliations (cont.) RECONCILIATION OF ORGANIC REVENUE $ in millions (unaudited) Revenue $ 3,473 $ 2,989 Fuel (562) (408) Foreign exchange rates 35 - Organic revenue $ 2,946 $ 2,581 Organic revenue growth (1) 14.2% Three Months Ended March 31, 2022 2021 1 Organic revenue growth is calculated as the relative change in year-over-year organic revenue, expressed as a percentage of 2021 organic revenue Refer to the “Non-GAAP Financial Measures” section on page 2 of this document