8-K

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):

April 28, 2015

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)	(IRS Employer Identification No.)

Five Greenwich Office Park Greenwich, CT	06831
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (855) 976-4636

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))

Item 7.01 Regulation FD Disclosure

On April 28, 2015, XPO Logistics, Inc. (“XPO”) issued a press release announcing its execution of a definitive agreement to acquire a majority interest in Norbert Dentressangle SA (“Norbert Dentressangle”), a leading global provider of contract logistics, including e-commerce fulfillment; freight brokerage and transportation; and global forwarding services. The proposed transaction is structured as the purchase of a majority interest in Norbert Dentressangle, subject to receipt of applicable regulatory approvals, followed by a tender offer for the remaining shares. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 28, 2015, XPO released a slide presentation expected to be used in connection with certain future investor presentations, including a conference call on Wednesday, April 29, 2015, at 8.00 a.m. Eastern Time to discuss the proposed acquisition of Norbert Dentressangle. A copy of the slide presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The slide presentation should be read together with XPO’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2014.

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 XPO 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	Description of Document
99.1	Joint Press Release, dated April 28, 2015.
99.2	Investor Presentation, dated April 28, 2015.

Forward Looking Statements

This report 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, and within the meaning of French stock exchange regulations, including the projected satisfaction of closing conditions for the acquisition and related financing, the expected closing date for the acquisition, the expected impact of the acquisition and the related financing, including the expected impact on XPO Logistics’ results of operations and EBITDA, the retention of the ND management team, the expected ability to integrate operations and technology platforms and to cross-sell services, and the expected ability to retain ND’s businesses and to grow XPO’s and ND’s businesses. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed in XPO’s filings with the Securities and

Exchange Commission and the following: economic conditions generally; competition; XPO’s ability to find suitable acquisition candidates and execute its acquisition strategy; the expected impact of the ND acquisition, including the expected impact on XPO’s results of operations; the ability to obtain the requisite regulatory approvals; the ability to realize anticipated synergies and cost savings with respect to acquired companies, including ND; XPO’s ability to raise debt and equity capital; XPO’s ability to attract and retain key employees to execute its growth strategy, including retention of ND’s management team; litigation, including litigation related to alleged misclassification of independent contractors; the ability to develop and implement a suitable information technology system; the ability to maintain positive relationships with XPO’s and ND’s networks of third-party transportation providers; the ability to retain XPO’s, ND’s and other acquired companies’ largest customers; XPO’s ability to successfully integrate ND and other acquired businesses; rail and other network changes; weather and other service disruptions; and governmental regulation. All forward-looking statements set forth in this report are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, XPO, ND or their respective businesses or operations. Forward-looking statements set forth in this document speak only as of the date hereof, and neither XPO nor ND undertakes 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.

SIGNATURES

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.

	XPO LOGISTICS, INC.
Date: April 28, 2015	/s/ Gordon E. Devens
	Gordon E. Devens Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit	Description of Document
99.1	Joint Press Release, dated April 28, 2015.
99.2	Investor Presentation, dated April 28, 2015.

EX-99.1

Exhibit 99.1

XPO Logistics to Acquire Norbert Dentressangle SA, a Leading Global

Provider of Contract Logistics; Freight Brokerage and Transportation;

and Global Forwarding Services

XPO to become a top ten worldwide logistics company and leading European outsourced

e-fulfillment provider

The acquisition will more than triple XPO’s EBITDA run rate to approximately $545 million,

and increase its revenue to approximately $8.5 billion, nearly achieving the

company’s 2017 targets two years ahead of plan

Complementary service offerings and geographies will enable widespread cross-selling

to an established base of multinational companies

The transaction is valued at €3.24 billion ($3.53 billion USD) and is expected to close in

the second quarter of 2015

Norbert Dentressangle’s supervisory board has unanimously approved entry into

a tender offer support agreement

Conference call scheduled for April 29, 2015 at 8:00 AM Eastern Time / 14:00 Central

European Time

GREENWICH, Conn. USA and LYON, France – April 28, 2015 – XPO Logistics, Inc. (“XPO Logistics” or “XPO”) (NYSE: XPO) and Norbert Dentressangle SA (“Norbert Dentressangle”) (Euronext: GND) today announced that they have entered into a definitive agreement for XPO Logistics to acquire a majority interest in Norbert Dentressangle and launch a tender offer for the remaining shares. Norbert Dentressangle is a leading global provider of contract logistics, including e-commerce fulfillment; freight brokerage and transportation; and global forwarding services.

Headquartered in Lyon, France, Norbert Dentressangle has 662 locations and approximately 42,350 employees, and serves a blue chip customer base that includes some of the world’s largest companies. Norbert Dentressangle’s transportation and logistics services complement XPO’s offerings in contract logistics, freight brokerage and global forwarding. The company had €5.1 billion ($5.5 billion USD) in pro-forma trailing 12-month revenue for the year-ended December 31, 2014.

Highlights of the Proposed Transaction

• The market value of the transaction for Norbert Dentressangle shareholders is €2.17 billion, based on 9.9 million fully-diluted outstanding shares. The total transaction value is approximately €3.24 billion, including €1.08 billion of net debt. The board of directors of XPO and the supervisory board of Norbert Dentressangle have unanimously approved the transaction.

• XPO has entered into a binding agreement to purchase from Mr. Norbert Dentressangle and his family all of their shares in Norbert Dentressangle, representing 67% of the

1

company’s outstanding shares. The agreed price per share is €217.50, excluding €1.80 dividend per share to be paid prior to the close of the transaction. The transaction is subject only to receipt of antitrust clearances in the United States and Germany. Following receipt of such clearances, XPO will launch an all-cash simplified tender offer to acquire the remaining outstanding shares of Norbert Dentressangle. Shareholders of Norbert Dentressangle will receive €217.50 of cash for each ordinary share of Norbert Dentressangle, assuming the offer is launched after the payment of the dividend. If the tender results in XPO holding more than 95% of Norbert Dentressangle’s ordinary shares and voting rights, XPO intends to squeeze out minority shareholders and delist the shares. The proposed transactions are structured in accordance with the General Regulation of the French securities regulator, the Autorité des marchés financiers, and all applicable securities laws and regulations in the United States.

• The purchase price represents an aggregate consideration of 9.1 times consensus 2015 EBITDA of €357 million (approximately $388 million USD). The per-share cash price represents a premium of approximately 34 percent compared to the closing price of Norbert Dentressangle ordinary shares on April 27, 2015.

• The transaction is not conditioned on financing. Morgan Stanley has provided a financing commitment for up to $2.6 billion. XPO has over $1 billion in cash and an undrawn $415 million ABL revolver.

• Approximately €350 million of Norbert Dentressangle asset-backed financing will remain in place under XPO after the close.

• Hervé Montjotin, chairman of the executive board and chief executive officer of Norbert Dentressangle, will serve as chief executive officer of XPO’s European business and president of the parent company.

• XPO intends not to reduce the total number of full-time employees in France for a period of at least 18 months from closing. Additionally, XPO intends to maintain the European headquarters of Norbert Dentressangle in Lyon, and also intends to maintain the headquarters and center of decision of Norbert Dentressangle’s European logistics business in France, as well as Norbert Dentressangle’s transportation business in the department of Drôme.

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, “This is a defining moment in the growth of XPO. Our planned acquisition of Norbert Dentressangle will catapult XPO to a top ten global logistics company. It will more than triple our EBITDA to $545 million and increase our revenue to about $8.5 billion upon completion of the tender offer, nearly achieving our 2017 financial targets two years ahead of plan. The acquisition of Norbert Dentressangle is a major leap forward, but we’re still in the early innings of our long-term growth plan.”

Jacobs continued, “In Norbert Dentressangle, we are acquiring a company that has been meticulously built over the last four decades. I am extremely pleased that Norbert Dentressangle’s executive leader, Hervé Montjotin, will serve as chief executive officer of our European business and president of the parent company. I look forward to working closely with Hervé as we execute XPO’s global strategy.”

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Hervé Montjotin, chairman of the executive board and chief executive officer of Norbert Dentressangle, said, “By joining XPO, we will become part of an organization that shares the ambition that has guided us since the creation of Norbert Dentressangle 36 years ago: to become a global partner able to effectively support our customers in the management of their supply chains. As XPO’s platform for growth in Europe, we can continue to pursue this goal on an even larger scale, to the benefit of our customers and employees. I am proud to lead this growth for XPO, together with the current management board.”

Compelling Rationale and Commercial Synergies

• Norbert Dentressangle offers services that strongly mirror XPO’s portfolio: contract logistics, including e-fulfillment; freight brokerage; an asset-light palletized network; freight management; dedicated and owned truckload; and global freight forwarding. XPO intends to use the acquired operations as a platform to grow its business in Europe.

• XPO expects to realize substantial, company-wide cross-selling opportunities from the combination. For 36 years, Norbert Dentressangle has built a loyal base of blue chip customers that includes multinational companies, many of which are not currently served by XPO. These customers will have an opportunity to consolidate their supply chain relationships with XPO and benefit from a single source with a global footprint. Norbert Dentressangle serves customers in retail, food and beverage, manufacturing, chemicals, agriculture, e-commerce and high tech. The company’s largest customer represents less than 4% of revenue.

• Norbert Dentressangle’s Red Online service leads the €5 billion outsourced e-fulfillment market in Europe, with €242 million revenue in 2014 and 31% organic growth. It serves both B2B and B2C customers in the United Kingdom, Spain and France. Norbert Dentressangle has leading capabilities in high-growth reverse logistics.

• XPO will gain global scale in freight brokerage and managed transportation, two of its core services, with the ability to employ technology and best practices. XPO intends to deploy its proprietary Freight Optimizer platform in Europe to facilitate best-in-class carrier sourcing and customer service. Norbert Dentressangle currently generates over €1 billion of freight brokerage revenue annually. Road transport in its primary markets of the United Kingdom, Spain and France is an estimated €95 billion opportunity.

• The transaction will give XPO access to Europe’s largest fleet network through a mix of 7,700 owned trucks, 3,200 trucks contracted through owner-operators and access to an additional 12,000 independent carriers. XPO will gain lane density covering approximately 90% of the eurozone’s GDP-producing regions. Norbert’s transportation business includes €250 million of revenue from dedicated carriage.

• Asset intensity in Norbert Dentressangle’s business is low, with annual net capex of approximately 2.5% of revenue on average.

• The transaction will create a top ten worldwide contract logistics company based on combined revenue and 129 million square feet of facility space. Most of the facilities are leased and dedicated to high-value-added warehousing operations, including cold chain and reverse logistics. Norbert Dentressangle’s €2.6 billion contract logistics business has deep customer relationships as evidenced by a 97% customer renewal rate. Approximately 26% of contract logistics revenues are generated in the United States.

3

• The combination will increase XPO’s global freight forwarding revenue to approximately $425 million annually and provide greater access to Euro-Asia trade lanes. XPO expects the added volume to improve its air and sea transportation buy rates for its customers.

• XPO intends to make substantial investments in the growth of its acquired European operations, in part through the application of technology. XPO expects its combined annual spend on technology to be approximately $225 million after closing.

• XPO has looked beyond North America to capitalize on three favorable dynamics: the timing of its investment in the eurozone as the economy begins to rebound from the trough; a strong U.S. dollar relative to the euro; and the acquisition opportunities presented by a fragmented European transportation and logistics industry where Norbert Dentressangle holds leadership positions.

• Substantially all of the management team of Norbert Dentressangle is expected to join XPO upon completion of the transaction.

• XPO’s multinational operations will further enhance the company’s position as an employer of choice that facilitates the worldwide sharing of best practices in support of operational excellence. The combination will create numerous opportunities for its employees to move within Europe and between North America and Europe.

• Following the closing, XPO will rebrand the acquired operations under the single global name XPO Logistics. The company expects to have combined scale of approximately 52,350 employees at 863 locations in 27 countries.

Advisors

Morgan Stanley is serving as financial advisor to XPO Logistics, and Wachtell, Lipton, Rosen & Katz and Darrois Villey Maillot Brochier are acting as legal advisors. Rothschild and JP Morgan are serving as financial advisors to Norbert Dentressangle, and Bredin Prat is acting as legal advisor.

Conference Call

XPO Logistics will hold a conference call to discuss the proposed transaction on Wednesday, April 29, 2015, at 8:00 a.m. Eastern Time / 14:00 Central European Time. Participants can call toll-free (from U.S./Canada) 1-800-708-4539; international callers dial +1-847-619-6396. A live webcast of the conference will be available on the investor relations area of the company’s website, www.xpo.com/investors. The conference will be archived until May 29, 2015. To access the replay by phone, call toll-free (from U.S./Canada) 1-888-843-7419; international callers dial +1-630-652-3042. Use participant passcode 39598058.

About XPO Logistics, Inc.

XPO Logistics, Inc. (NYSE: XPO) facilitates more than 37,000 deliveries a day as one of the fastest growing providers of transportation logistics services in North America. XPO is a leading provider of highly engineered, technology-enabled contract logistics, the second largest freight brokerage firm, the third largest provider of intermodal services, the largest provider of last mile logistics for heavy goods, and the largest manager of expedited shipments. Additionally, the company has growing positions in managed transportation, global freight forwarding and less-than-truckload brokerage.

4

XPO, with headquarters in Greenwich, Conn., USA, has 201 locations and approximately 10,000 employees. Its two business segments – transportation and logistics – utilize relationships with ground, rail, sea and air carriers and other suppliers to serve over 15,000 customers in the manufacturing, industrial, retail, technology, aerospace, commercial, life sciences and government sectors. The company has more than 4,900 independently owned trucks under contract to its drayage, expedited and last mile subsidiaries, and has access to additional capacity through its relationships with over 30,000 other carriers. www.xpo.com

About Norbert Dentressangle

Norbert Dentressangle, with headquarters in Lyon, France, is a leading global provider of contract logistics, including e-commerce fulfillment; freight brokerage and transportation; and global forwarding services. The company had pro-forma 2014 revenue of €5.1 billion. Norbert Dentressangle has approximately 42,350 employees and 662 locations in 24 countries. The company provides supply chain solutions to a diverse base of approximately 20,000 customers, including many of the world’s largest companies. Norbert Dentressangle is traded under the code GND (Isin FR0000052870) on Euronext Paris (category A) and Euronext London. www.norbert-dentressangle.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of French stock exchange regulations, and Section 21E of the Securities Exchange Act of 1934, as amended, including the expected closing dates for the transactions, the expected impact of the acquisition and the related financing, including the expected impact on XPO Logistics’ results of operations and EBITDA, the retention of the Norbert Dentressangle management team, the expected ability to integrate operations and technology platforms and to cross-sell services, and the expected ability to retain Norbert Dentressangle’s businesses and to grow XPO’s and Norbert Dentressangle’s businesses. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed in XPO’s filings with the SEC and the following: economic conditions generally; competition; XPO’s ability to find suitable acquisition candidates and execute its acquisition strategy; the expected impact of the Norbert Dentressangle acquisition, including the expected impact on XPO’s results of operations; the

5

ability to obtain the requisite regulatory approvals; XPO’s ability to successfully complete the contemplated tender offer and the squeeze out of Norbert Dentressangle’s publicly held shares; the ability to successfully integrate and realize anticipated synergies and cost savings with respect to Norbert Dentressangle and other acquired companies; XPO’s ability to raise debt and equity capital; XPO’s ability to attract and retain key employees to execute its growth strategy, including retention of Norbert Dentressangle’s management team; litigation, including litigation related to alleged misclassification of independent contractors; the ability to develop and implement a suitable information technology system; the ability to maintain positive relationships with XPO’s and Norbert Dentressangle’s networks of third-party transportation providers; the ability to retain XPO’s, Norbert Dentressangle’s and other acquired companies’ largest customers; rail and other network changes; weather and other service disruptions; and governmental regulation. All forward-looking statements set forth in this press release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, XPO, Norbert Dentressangle or their respective businesses or operations. Forward-looking statements set forth in this document speak only as of the date hereof, and neither XPO nor Norbert Dentressangle undertakes 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.

In accordance with French law, the documentation relating to the simplified public offer targeting Norbert Dentressangle, which, if it is filed, will include the terms and conditions of the offer, will be subject to review by the AMF. The offer will only be opened once the AMF has granted its clearance. Information concerning Norbert Dentressangle contained in this press release has been elaborated based on publicly available sources.

Contacts:

XPO Logistics, Inc.

Tavio Headley, +1-203-930-1602

tavio.headley@xpo.com

Norbert Dentressangle SA

Thierry Leduc, +33 4 72 83 66 00

thierry.leduc@norbert-dentressangle.com

Clémence Choutet, +33 4 72 83 66 00

clemence.choutet@norbert-dentressangle.com

Brunswick Group

Gemma Hart, +1-212-333-3810

Laurent Perpere, +33 1 53 96 83 83

DGM

Olivier Labesse, +33 1 40 70 11 89

ol@dgm-conseil.fr

Hugues Schmitt +33 1 40 70 11 89

h.schmitt@dgm-conseil.fr

Thomas de Climens +33 1 40 70 11 89

thomasdeclimens@dgm-conseil.fr

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EX-99.2

Exhibit 99.2

XPO to Acquire

Norbert Dentressangle

Announced April 28, 2015

Disclaimer

2

|  XPO to Acquire Norbert Dentressangle (“ND”)

Forward-Looking Statements

This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within

the meaning of French stock exchange regulations, and Section 21E of the Securities Exchange Act of 1934, as amended, including the expected

closing dates for the transactions, the expected impact of the acquisition and the related financing, including the expected impact on XPO

Logistics' results of operations and EBITDA, the retention of the Norbert Dentressangle management team, the expected ability to integrate

operations and technology platforms and to cross-sell services, and the expected ability to retain Norbert Dentressangle’s businesses and to grow

XPO’s and Norbert Dentressangle’s businesses. All statements other than statements of historical fact are, or may be deemed to be, forward-

looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate,"

"estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast,"

"goal," "guidance," "outlook," "effort," "target" or the negative of these terms or other comparable terms. However, the absence of these words

does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses

made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as

other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed

or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed in XPO’s

filings with the SEC and the following: economic conditions generally; competition; XPO’s ability to find suitable acquisition candidates and

execute its acquisition strategy; the expected impact of the Norbert Dentressangle acquisition, including the expected impact on XPO's results of

operations; the ability to obtain the requisite regulatory approvals; XPO’s ability to successfully complete the contemplated tender offer and the

squeeze out of Norbert Dentressangle’s publicly held shares; the ability to successfully integrate and realize anticipated synergies and cost

savings with respect to Norbert Dentressangle and other acquired companies; XPO’s ability to raise debt and equity capital; XPO’s ability to attract

and retain key employees to execute its growth strategy, including retention of Norbert Dentressangle’s management team; litigation, including

litigation related to alleged misclassification of independent contractors; the ability to develop and implement a suitable information technology

system; the ability to maintain positive relationships with XPO’s and Norbert Dentressangle’s networks of third-party transportation providers; the

ability to retain XPO’s, Norbert Dentressangle’s and other acquired companies’ largest customers; rail and other network changes; weather and

other service disruptions; and governmental regulation. 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 will be realized or, even if substantially

realized, that they will have the expected consequences to, or effects on, XPO, Norbert Dentressangle or their respective businesses or

operations. Forward-looking statements set forth in this document speak only as of the date hereof, and neither XPO nor Norbert Dentressangle

undertakes 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.

Information concerning Norbert Dentressangle contained in this presentation has been elaborated based on publicly available sources.

Transformational Transaction for XPO

Combined company will be a truly global logistics leader

|  XPO to Acquire Norbert Dentressangle (“ND”)

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Top ten worldwide logistics company

One of the largest fleet networks in Europe

Leading outsourced European e-fulfillment platform

Second largest global freight brokerage firm by net revenue

Third largest provider of intermodal services in North America

Largest provider of last mile logistics for heavy goods in North

America

#1 manager of expedited shipments in North America

Major provider of global freight forwarding

Source: Industry publications and company filings

Compelling Strategic Rationale

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|  XPO to Acquire Norbert Dentressangle (“ND”)

ND’s capabilities closely mirror XPO’s North American offering

Companies share an asset-light model with low capital intensity: net capex of

approximately 2.0% -

2.5% of revenue

Combines blue-chip customer bases, including many of the world’s largest

multinational companies

Capitalizes on start of eurozone economic rebound and strong US dollar

–

Significant acquisition opportunities in highly fragmented eurozone

Combined

annual

revenue

of

approximately

$8.5

billion,

more

than

tripling

XPO’s

EBITDA run rate to approximately $545 million before synergies

–

Nearly achieves 2017 targets, two years ahead of plan

Creates single source transportation and logistics

provider with global footprint

–

XPO will gain global scale in three of its core services: contract logistics,

freight brokerage and global freight forwarding

Transaction Overview

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Purchase Price

Enterprise

Value:

Approximately

€3.24

billion

($3.53

billion)

Transaction

Multiple:

9.1x

consensus

2015E

EBITDA

of

€357

million

Consideration

ND’s

founder

and

his

family

have

irrevocably

agreed

to

sell

his

67%

ownership

of

the

company

to

XPO at €217.50 per share all cash, excluding a dividend of €1.80 per share to be paid separately

XPO will launch an all-cash tender offer for minority shareholders at the same price following the

receipt of customary regulatory clearance

ND is publicly listed in Euronext Paris and London (Ticker:GND)

Transaction has been unanimously approved by the boards of XPO and ND

Financing

Transaction is not conditioned on financing

Morgan Stanley has provided a financing commitment for up to $2.6 billion

XPO has over $1 billion in cash and an undrawn $415 million ABL revolver

XPO will evaluate equity capital raise to maintain a prudent capital structure

Closing

Expected 2Q 2015 closing, subject to regulatory clearances

XPO intends to delist ND from Euronext upon success of the tender to minority shareholders

|  XPO to Acquire Norbert Dentressangle (“ND”)

Source: Consensus per Thompson

Europe’s Strongest Full-Service 3PL Platform

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Logistics

2014 PF Revenue

€2.6 billion

Employees: 27,800

Sites: 439

E-fulfillment, reverse logistics,

cold chain, chemicals

handling,

value-added

warehousing

Facility space: 116 million sf

Revenue split:

~74% EU / ~26% US

Global Forwarding

2014 PF Revenue

€0.2 billion

Employees: 650

Offices: 54

Freight split:

50% sea / 50% air

Transportation

2014 PF Revenue

€2.3 billion

Employees: 13,900

Sites: 217

Balanced non-asset and

asset-based platform

> €1 billion freight

brokerage revenue

Europe’s largest fleet,

including > €250 million

dedicated carriage

2014 pro-forma revenue of approximately €5.1 billion ($5.5 billion)

|  XPO to Acquire Norbert Dentressangle (“ND”)

European Leader in E-Commerce

€242 million revenue in e-commerce logistics in 2014

–

31% organic growth compared to 2013

–

Business focused in the UK, Spain and France

Strong

growth

potential

with

approximately

5%

market

share

in

estimated

€5

billion

European e-fulfillment market

–

Expected to increase at 9-10% CAGR over the next several years

Increasingly complex supply chains and customer requirements demand scale,

which ND has and few others can match

–

Serves both B2B and B2C customers

Leading capabilities in high-growth reverse logistics

Leading outsourced e-fulfillment provider in Europe

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|  XPO to Acquire Norbert Dentressangle (“ND”)

Source: Company information

Preeminent European Transportation Network

36-year history as global partner to blue-chip customers

Combines non-asset and asset-light operations

Rapid growth in freight brokerage, asset-light palletized service and dedicated

carriage

Unique service capabilities from lane density covering approximately 90% of the

EU’s GDP-producing regions

Ground transportation in ND’s primary markets of the UK, Spain and France is an

estimated €95 billion market

8

|  XPO to Acquire Norbert Dentressangle (“ND”)

Source: Company information

Diversified portfolio of blue-chip customers

Largest client under 4% of revenue

97% customer renewal rate in logistics

Customer verticals include retail, food &

beverage, manufacturing, chemicals,

agriculture, e-commerce and high tech

Loyal Customer Base Across Attractive Verticals

9

Highlights

Top 10 Customers

Recent Wins

|  XPO to Acquire Norbert Dentressangle (“ND”)

Source: Company information

Synergies to Drive Growth

Substantial company-wide cross-selling opportunities

XPO to invest in the growth of ND through technology

Global scale in contract logistics supports operational excellence

10

|  XPO to Acquire Norbert Dentressangle (“ND”)

–

Proprietary Freight Optimizer platform to be deployed in Europe to grow best-in-class

brokerage capabilities

–

Expected combined annual technology spend of approximately $225 million will be

among the highest in the industry

Intense Focus on Operational Execution

Current ND CEO Hervé

Montjotin will become CEO of XPO Europe and President of

XPO Logistics worldwide

Substantially all of the ND executive team will join XPO

ND’s headquarters in Lyon, France will become XPO’s European headquarters

Global career advancement and rotation opportunities make XPO the destination of

choice for top talent

Similar entrepreneurial company cultures focused on world-class service

Ongoing benefits from sharing of best practices worldwide

Disciplined integration processes in place

11

|  XPO to Acquire Norbert Dentressangle (“ND”)

Global Logistics Company Under Single XPO Brand

12

XPO

ND

Pro-Forma            

XPO Combined

Countries

7

24

27

Locations

201

662

863

Employees

10,000

42,350

52,350

Customers

15,000

20,000

> 30,000

Logistics Facilities (sf)

13 million

116 million

129 million

Major leap forward, but XPO still in early innings of long-term growth plan

|  XPO to Acquire Norbert Dentressangle (“ND”)

Source: Company information

Source: Company information