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Annual Financial Report for the Year Ended December 31, 2015

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Annual Financial Report for the Year Ended December 31, 2015 XPO LOGISTICS EUROPE A Limited Company (société anonyme) with an Executive Board and Supervisory Board Share capital: €19,672,482 Registered Office: 192 avenue Thiers, 69006 Lyon, France Trade and Companies Registry NO. 309 645 539 ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2015 XPO Logistics Europe – Annual Financial Report 2015 Person responsible for the annual financial report Mr. Troy Cooper, Chairman of the Executive Board of XPO Logistics Europe S.A. (the “Company”). Statement by the person in charge of the annual financial report I hereby certify that to my knowledge, the financial statements were drawn up in accordance with the applicable accounting standards and give a fair picture of the business assets, financial position and earnings of the Company and its consolidated companies. I also certify that the included management report presents a fair statement of developments in the Company’s business, its financial position and its earnings, as well as its consolidated companies, and a description of the main risks and uncertainties. Troy Cooper Chief Executive Officer XPO Logistics Europe 2 XPO Logistics Europe – Annual Financial Report 2015 MANAGEMENT REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015 3 XPO Logistics Europe – Annual Financial Report 2015 MANAGEMENT REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015 Chapter 1 PRESENTATION OF THE COMPANY 1.1 Simplified Organizational Chart 1.2 Human Resources 1.3 Role of the Different Legal Entities within the Group’s Organization 1.4 XPO Logistics Europe Operations 1.5 Scope of Consolidation 4 XPO Logistics Europe – Annual Financial Report 2015 1.1. SIMPLIFIED ORGANIZATIONAL CHART AS OF DECEMBER 31, 2015, SHOWING PERCENT OF SHARE CAPITAL NORBERT DENTRESSANGLE SA Details of the Company’s scope of consolidation can be found in paragraph 1.5 of the Management Report. The table showing the Company’s subsidiaries and equity investments can be found in the Company Financial Statements in section 8.2.3.v. 1.2. HUMAN RESOURCES As of December 31, 2015, the Group had 46,220 employees, of whom 33,152 or approximately 72% are outside France. The breakdown of the Group’s employees by country is as follows: 5 XPO Logistics Europe – Annual Financial Report 2015 1.3. ROLE OF THE DIFFERENT LEGAL ENTITIES WITHIN THE GROUP’S ORGANIZATION Four types of companies exist within the Group: “Supply Chain” operating companies, whose role is to provide warehousing and distribution services from dedicated or multi-customer warehouses. XPO SUPPLY CHAIN INTERNATIONAL (formerly NDL INTERNATIONAL) is the holding company for the entire Supply Chain business unit. “Transport Solutions” operating companies, whose role is to provide domestic and international transport services. These companies run fleets of heavy goods vehicles. XPO HOLDING TRANSPORT SOLUTIONS EUROPE (formerly NDT) is the holding company for the Transport Solutions business unit. “Global Forwarding” operating companies, whose role is to provide goods transport services worldwide by road, sea and air, and to handle the relevant customs formalities. XPO GLOBAL FORWARDING INTERNATIONAL (formerly NDO SAS) is the holding company of the Global Forwarding business unit. Service companies, whose task is to provide services to operating companies, enabling them to focus on their core activities of customer service, operations and business relations. Service companies include the Company as well as its country holding companies. Service companies incur most of the capital expenditures and bear the corresponding debt. Operating companies do not incur capital expenditures and therefore do not bear any related debt. The relative proportions of the Group’s business units – Supply Chain, Transport Solutions and Global Forwarding – are made clear in the segment information contained in the Notes to the Consolidated Financial Statements. The Supply Chain, Transport Solutions and Global Forwarding operating companies may trade with each other in relation to transport (freight) or warehousing (outsourcing) services. These business dealings are conducted at arm’s length and account for less than 10% of the companies’ revenues. Additional information about the Group’s structure A number of the Group’s entities hold minority interests in other companies. These investments may have been made in order to meet different requirements, such as gaining improved access to a given market or customer request, or to ensure greater control over the quality of sub-contracted services. Details about these investments are provided in the Notes to the Consolidated Financial Statements (section 7.2). 1.4. XPO LOGISTICS EUROPE OPERATIONS XPO Logistics Europe operates three business units: Supply Chain, Transport Solutions and Global Forwarding. Supply Chain manages inventories of goods for customers, and also uses its resources to distribute and market products. Depending on the customer’s needs, the services provided can include finishing and packaging products, and all services related to returning unsold or non-compliant products to recycling centers. Within the business unit, Supply Chain services are provided by two subset operations: Supply Chain Europe and Supply Chain US (formerly Jacobson). Transport Solutions delivers goods for customers between a loading point (a factory, warehouse, etc.) and a delivery point (a different factory or warehouse, a store, etc.). The volumes carried vary based on customer requirements, and the goods come in different kinds of packaging. 6 XPO Logistics Europe – Annual Financial Report 2015 Global Forwarding organizes the transport of goods between continents using all modes of transport by road, sea and air. Global Forwarding services also include handling all customs formalities related to the movement of these goods. The Notes to the Consolidated Financial Statements (section 7.2.5) provide a quantified assessment for each business unit, as well as a quantified assessment for each country, including France, the United Kingdom and other countries. Section 4.1.1.b describes the terms of the licensing agreement covering the use of the trademarks and logos by the Group, where the dependency of the issuer is at stake. 1.4.1. Supply Chain Business Unit: Europe 2015 revenue for the Supply Chain business unit in Europe was €2,452 million, compared with €2,226 million in 2014 and €1,950 million in 2013. 2015 EBIT was €67.9 million, compared with €85.5 million in 2014 and €82.4 million in 2013. The Company believes that the customer base exhibits little concentration. In total, the top five, top 10 and top 100 customers account for 21.0%, 30.7% and 77.9% of 2015 consolidated annual revenues, respectively. Supply Chain in Europe does business with virtually all its customers based on specific contracts. As of December 31, 2015, the duration of these contractual relationships is variable, with an average of 4.3 years. The negotiation of each logistics service contract is a long process, considering the operational and financial issues at stake. Consequently, the Supply Chain business unit in Europe takes special care in negotiating clauses that limit risk relating to the operation of its contracts. In particular, the Supply Chain business unit aims to secure contractual assurance from customers that will be refunded for social costs arising from the termination and/or transfer of dedicated warehouses. In order to limit risks arising from the non-renewal or termination of a contract, the Group: Invoices customers rapidly following services performed; Operates various types of warehouses (SEVESO warehouses, controlled temperature warehouses, unmarked warehouses, etc.) that can accommodate all types of products and therefore do not carry any risks relating to their specific nature; Endeavors to negotiate lease durations that mirror the durations of the contracts signed with customers. This policy allows the Group to minimize vacancies; Continues to implement its real estate strategy, which consists of leasing rather than owning logistics warehouses; Recognizes the items corresponding to these technical resources as assets, where these resources are dedicated to specific contracts, and amortizes them over a period that does not exceed the duration of the underlying contract. However, experience has shown that in the majority of cases, technical resources may subsequently be reused under new contracts; Records an accrual for the costs of dilapidation incurred prior to returning any discontinued logistics warehouses to their owners, taking into account the nature of the contractual tenant’s repair commitments; Records an accrual for ancillary severance payments that may be incurred on expiry of logistics contracts, in accordance with IAS 37 and IAS 19 criteria, and endeavors to procure contractual guarantees relating to these costs. 7 XPO Logistics Europe – Annual Financial Report 2015 BREAKDOWN OF REVENUE PER COUNTRY Ukraine 0,04% Portugal 0,11% Germany 0,22% Czech Republic 0,23% Ireland 0,42% Poland 0,69% Romania 0,76% Switzerland 1,80% Russia 2,85% Belgium 3,42% Netherlands 5,32% Italy 8,84% Spain 9,53% France 22,60% United Kingdom 42,62% Section 6.2. describes the key risk factors related to the Supply Chain business unit. a) Management structure The Supply Chain business unit is organized by country. Each country, depending on its size, may be subdivided into management regions. b) Regulatory environment The regulatory environment applicable to logistics services essentially
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