XPO Logistics : GXO Investor Day Presentation

GAME-CHANGING OPPORTUNITIES

Investor Day | July 13, 2021

Disclaimer

Additional Information
References herein to "GXO" refer to GXO Logistics, Inc., a wholly owned subsidiary of XPO Logistics, Inc. ("XPO"). For additional information with respect to GXO and the proposed spin-off, please refer to the Form 10 Registration Statement, as it may be
further amended, as filed by GXO with the U.S. Securities and Exchange Commission (the "Form 10"). The spin-off is subject to various conditions, and there can be no assurance that the spin-off will occur or, if it does occur, of its terms or timing. The
financial information included in this presentation may not necessarily reflect GXO's financial position, results of operations and cash flows in the future or what GXO's financial position, results of operations and cash flows would have been had GXO been
an independent, publicly traded company during the periods presented. This presentation shall not constitute an offer of any securities for sale, nor shall there be any offer, sale or distribution of securities in any jurisdiction in which such offer, sale or
distribution would be unlawful prior to appropriate registration or qualification under the securities law of such jurisdiction.
Non-GAAP Financial Measures
Some of the information included in this presentation is derived in part from XPO's and GXO's consolidated financial information but is not presented in XPO's and GXO's financial statements prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). Certain of these data are considered "non-GAAP financial measures" under Securities and Exchange Commission ("SEC") rules. As required by the SEC, reconciliations of the non- GAAP financial
measures contained in this presentation to the most directly comparable measure under GAAP are provided and are set forth in the financial tables attached to the presentation.
This presentation contains the following non-GAAP financial measures: adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA"), pro forma adjusted EBITDA less net capex, adjusted earnings before interest, taxes and
amortization ("EBITA"), adjusted earnings before interest, taxes, depreciation, amortization and rent expense ("adjusted EBITDAR"), return on invested capital ("ROIC") and organic revenue.
The above adjusted financial measures facilitate analysis of GXO's business operations because they exclude items that may not be reflective of, or are unrelated to, GXO's core operating performance, and may assist investors with comparisons to prior
periods and assessing trends in GXO's underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore GXO's 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 GXO's operating performance.
Adjusted EBITDA, pro forma adjusted EBITDA less net capex and adjusted EBITA include adjustments for transaction and integration, as well as restructuring costs and other adjustments as set forth in the tables included in the accompanying presentation.
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 GXO's ongoing performance.
Adjusted EBITDAR excludes rent expense from adjusted EBITDA and is useful to management and investors in evaluating GXO's performance because adjusted EBITDAR considers the performance of GXO's operations, excluding decisions made with
respect to capital investment, financing and other non-recurring charges. Adjusted EBITDAR is also a measure commonly used by management, research analysts and investors to value companies in the logistics industry. Since adjusted EBITDAR excludes
interest expense and rent expense, it allows management, research analysts and investors to compare the value of different companies without regard to differences in capital structures and leasing arrangements.
We calculate Return on Invested Capital (ROIC) as net operating profit after tax divided by average invested capital. We believe ROIC provides investors with an important perspective on how effectively GXO deploys capital and use this metric internally as
a high-level target to assess overall performance throughout the business cycle. We believe that presenting organic revenue improves the comparability of our operating results from period to period by excluding the impact of foreign currency exchange rate
fluctuations. We believe comparability is improved because these items are not reflective of our normalized operating activities.
With respect to GXO's full year 2021 and full year 2022 financial targets for adjusted EBITDA, pro forma adjusted EBITDA less net capex, adjusted EBITDAR, ROIC and organic revenue 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 GXO excludes from these non-GAAP target measures. The variability of these items may have a significant
impact on GXO's future GAAP financial results and, as a result, GXO is 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 presentation 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. 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 the company in light of its experience and its perception of historical trends, current conditions and expected future
developments, as well as other factors it believes 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 (including risks, uncertainties and assumptions) that might cause or contribute to a material difference include, but are not limited to: the severity, magnitude,
duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; public health crises (including COVID-19); economic conditions generally; competition and pricing pressures; our ability to align our investments in
capital assets, including equipment, service centers and warehouses, to our customers' demands; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies;
our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our ability to raise debt and equity capital; litigation; labor matters, including our ability to manage our temporary workers, and
risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; risks associated with defined benefit plans for our current and former employees; fluctuations in currency exchange rates; fluctuations in fixed
and floating interest rates; issues related to our intellectual property rights; governmental regulation, including trade compliance laws, as well as changes in international trade policies and tax regimes; governmental or political actions, including the United
Kingdom's exit from the European Union; natural disasters, terrorist attacks or similar incidents; political, economic, and regulatory risks relating to GXO's global operations, including compliance with U.S. and foreign trade and tax laws, sanctions,
embargoes and other regulations; a material disruption of GXO's operations; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness
and operations anticipated or targeted; the impact of potential cyber-attacks and information technology or data security breaches; the inability to implement technology initiatives successfully; the expected benefits and timing of the separation, and
uncertainties regarding the planned separation, including the risk that conditions to the separation will not be satisfied and that it will not be completed pursuant to the targeted timing, asset perimeters, and other anticipated terms, if at all, and that the
separation will not produce the desired benefits; a determination by the IRS that the distribution or certain related transactions should be treated as taxable transactions; the possibility that any consents or approvals required in connection with the separation
will not be received or obtained within the expected time frame, on the expected terms or at all; expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; the risk that dis-synergy costs,
costs of restructuring transactions and other costs incurred in connection with the separation will exceed our estimates; and the impact of the separation on our businesses, our operations, our relationships with customers, suppliers, employees and other
business counterparties, and the risk that the businesses will not be separated successfully or that such separation may be more difficult, time-consuming or costly than expected, which could result in additional demands on our resources, systems,
procedures and controls, disruption of our ongoing business, and diversion of management's attention from other business concerns.
There can be no assurance that the separation, distribution or any other transaction described above will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. All forward-
looking statements set forth in this presentation 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 presentation speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect	2
subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

Agenda

INTRODUCTION

INVESTMENT HIGHLIGHTS

INDUSTRY OVERVIEW

A WINNING CULTURE

MARGIN-ENHANCING TECHNOLOGY

FINANCIAL OVERVIEW

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Introduction

Today's presenters and contributors

Brad Jacobs	Malcolm Wilson	Baris Oran	Mark Manduca
Chairman	Chief Executive	Chief Financial	Chief Investment
	Officer	Officer	Officer

Eduardo	Richard	Bill Fraine	Neil Shelton	Karlis Kirsis
Pelleissone	Cawston	Chief Commercial	Chief Strategy Officer	Chief Legal Officer
President - Americas	President - Europe	Officer
and Asia Pacific

Sandeep	Meagan	Maryclaire	Gavin Williams	Angus Tweedie
Sakharkar	Fitzsimmons	Hammond	President - UK	Senior Vice
Chief Information	Chief Compliance	Chief Human	and Ireland	President, Strategy
Officer	and ESG Officer	Resources Officer

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