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Before the distribution, if you have any questions relating to XPO, you should contact: After the distribution, RXO stockholders who have any questions relating to RXO should contact: The RXO investor relations website is at investors.rxo.com. Based on historical trends, industry data and our own internal analyses, we estimate that the market growth rate for the total addressable market for the freight forwarding services will be 3% from 2021 to 2026. We present our operations in the Combined Financial Statements as one reportable segment. A significant number of shares of our common stock may be sold following the distribution, which may cause our stock price to decline. We may in the future sell certain businesses or exit particular markets. As of December 31, 2021, we had $630 million of goodwill on our consolidated balance sheet. This estimate does not reflect expectations regarding the growth of our business. The transfer to us of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations. XPO has entered into an offer letter with Jeff Firestone that provides that Mr. Firestone will serve, (i) initially, as Chief Legal Officer, NAT at XPO and (ii) effective upon, and subject to the occurrence of, the separation and distribution, as Chief Legal Officer of RXO. before interest, taxes, depreciation and amortization ("adjusted EBITDA"), which we define as net income before interest expense, income tax, depreciation and amortization expense, transaction and integration costs, restructuring costs and other adjustments, or headcount. Completion of the transaction is subject to a number of customary market, regulatory and other closing conditions including the approval of XPO's board of directors. In the United States, these laws and regulations deal with the hauling, handling and disposal of hazardous materials, emissions from vehicles, engine-idling, fuel tanks and related fuel spillage and seepage, discharge and retention of storm water, and other environmental matters that involve inherent environmental risks. The year-over-year decrease as a percentage of revenue was primarily driven by the leveraging of compensation-related costs, including third-party contractor costs, and facilities costs across a larger revenue base, which in aggregate decreased direct operating expense by approximately 0.8% as a percentage of revenue. The Condensed Combined Financial Statements include the accounts and business activities distributed across the legal entities of RXO. XPO will continue to be a publicly traded company after the separation. Additionally, our amended and restated bylaws will require that candidates for election as director disclose their qualifications and make certain representations. We must ensure that our information technology systems remain competitive. The components of the net transfers to and from XPO include certain costs allocated from Corporate functions, income tax expense, certain cash receipts and payments made on behalf of RXO and general financing activities. RXO's asset-light business model historically has generated a high return on invested capital across cycles and robust free cash flow. Classified Board. Our financial results previously were included within the consolidated results of XPO, and we believe that our reporting and control systems were appropriate for those of subsidiaries of a public company. Robinson Worldwide. We expect that, subject to review and approval by the RXO Compensation Committee, RXO will maintain a 2023 short-term incentive program that utilizes a balanced scorecard of weighted company performance metrics, currently anticipated to consist of: 70% weighted, adjusted EBITDA growth (year-over-year); and. The adoption did not have a material effect on our Combined Financial Statements. Puede regresar usando el botn. In the event the IRS were to prevail with such challenge, we, as well as XPO and XPO's stockholders, could be subject to significant U.S. federal income tax liability. RXO operates in a highly fragmented industry with thousands of companies competing to provide brokered transportation services for customer freight. Those who have a checking or savings account, but also use financial alternatives like check cashing services are considered underbanked. I'm excited to welcome you as a future stockholder of RXO, Inc. ("RXO"), a leader in technology-enabled brokered transportation services in North America. If we are unable to implement our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. RXO will strive to maintain sound. In the ordinary course of conducting our business activities, we and our subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. Interesting highlights and other projects of 2020. Immediately following the distribution, we expect no shares of our preferred stock to be issued and outstanding. We believe the assumptions regarding allocations of XPO corporate expenses are reasonable. For questions relating to the transfer or mechanics of the stock distribution, you should contact AST at 877-248-6417 (toll free) or 718-921-8317. We are a U.S.-based freight forwarder with a global network of company-owned and partner-owned locations and coverage of key trade lanes that reach approximately 160 countries and territories through more than 2,500 domestic and 400 international carriers. The levels of inputs used to measure fair value are: Level 1-Quoted prices for identical instruments in active markets; Level 2-Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and. Our freight forwarding business model is nimble and resilient to changes in demand; we can readily increase capacity to manage volume, while retaining inherent flexibility in capital expenditures. We prepare our Combined Financial Statements in accordance with GAAP, which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our Combined Financial Statements and the accompanying notes. When searching for new directors, our board will endeavor to actively seek out highly qualified women and individuals from underrepresented minorities to include in the pool from which board nominees are chosen. RXO's amended and restated certificate of incorporation will contain an exclusive forum provision that may discourage lawsuits against RXO and RXO's directors and officers. Our first-mover advantage in brokerage technology dates back to the start of XPO in 2011, when we foresaw the technological potential in the brokerage model. Winnipeg, Manitoba, Canada, 204-474-6388 (Undergraduate Program Office), Warren Centre for Actuarial Studies and Research, James W. Burns Executive Education Centre. If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds XPO common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. similarly titled measures of other companies. Winnipeg, Manitoba Canada, R3T 2N2. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. Economic recessions and other factors that reduce economic activity could have a material adverse impact on our business. RXO, Inc. was formed as a Delaware limited liability company in May 2022 for the purpose of holding the RXO Businesses and was converted into a Delaware corporation in October 2022. remainder thereafter. This fully automated, cloud-based platform encompasses Freight Optimizer, as well as our mobile app, API integrations, self-service dashboards and real-time functionality for transacting and tracking freight shipments. Each member of the Audit Committee will be required to: (i) satisfy all applicable independence standards, (ii) not have participated in the preparation of our financial statements at any time during the past three years, and (iii) be able to read and understand fundamental financial statements. Yes Regulations, Private Causes of Action Affecting Ground Property Brokers and Freight Forwarders.In the United States, our subsidiaries that operate as ground property brokers and freight forwarders (collectively, "brokers") are licensed by the FMCSA. These restrictions may limit, for a period of time, our ability to pursue certain strategic transactions and equity issuances or engage in other transactions that might increase the value of our business. Shares of RXO common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be our affiliates. a classified board of directors, with each class serving a staggered three-year term, which could have the effect of making the replacement of incumbent directors more time consuming and difficult. In the future, your percentage ownership in RXO may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including any equity awards that we will grant to our directors, officers and employees. The primary source of cash from financing activities in 2020 was net transfers from XPO of $32 million. RXO's board of directors is expected to determine that each member of the Compensation Committee will be independent, as defined by the rules of the NYSE and in accordance with our Guidelines. How many shares of RXO common stock will I receive in the distribution? As a result, the price of RXO common stock may decline or experience volatility as RXO's stockholder base changes. The assets and liabilities in the Condensed Combined Financial Statements have been reflected on a historical cost basis, as immediately prior to the Distribution all of the assets and liabilities presented are wholly-owned by XPO and are being transferred to RXO at a carry-over basis. Disclaimer: You should carefully consider the following risks and other information in this information statement in evaluating RXO and RXO common stock ("our common stock"). In addition, the Term Loan Facility is expected to require, after the distribution, RXO to maintain a maximum consolidated leverage ratio and a minimum interest coverage ratio. The Nominating, Governance and Sustainability Committee will oversee risks related to our governance structure and processes. The Condensed Combined Financial Statements of RXO were prepared on a standalone basis and have been derived from the consolidated financial statements and accounting records of XPO. Interpret data on logistics elements, such as availability, maintainability, reliability, supply chain management, strategic sourcing or distribution, supplier management, or transportation. If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if XPO or RXO breaches any of its representations or covenants contained in the separation agreement and certain other agreements and documents or in any documents relating to the opinion of counsel, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized. As a result, our board of directors will be permitted, without the approval of holders of our common stock, to issue shares of our preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire RXO. Any further changes in U.S. or international trade policy could trigger additional retaliatory actions by affected countries, resulting in "trade wars" and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with countries that impose anti-trade measures. XPO will not distribute any fractional shares of RXO common stock to its stockholders. Depreciation and amortization expense in 2020 was $76 million, compared with $74 million in 2019. The departmentworks directly with the Transport Institute under a joint mandate to develop acentreofexcellence intransportation,logistics, andsupplychainmanagement. Aspers academic programs are divided into five departments. Of the $0.1 billion increase in revenue in the second quarter of 2022, compared with the same quarter in 2021, 73% was driven by volume increases and 31% was driven by pricing increases, partially offset by a 4% reduction from changes in mix. Our services are both highly responsive to customer needs and proactive in identifying potential improvements. Based on historical trends, industry data and our own internal analyses, we estimate that this market will have a growth rate of 10% from 2021 to 2026. Members of the Department of Business Administration aim to understand human behaviour in organizations and how organizationsare designedand function to achieve human objectives. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES. Drake Centre 3D Tour. Direct operating expenses (exclusive of depreciation and amortization) are comprised of both fixed and variable expenses and consist mainly of personnel costs, facility and equipment expenses, such as rent, utilities, equipment maintenance and repair, costs of materials and supplies, information technology expenses, and gains and losses on sales of property and equipment. Please refer to "-Material U.S. Federal Income Tax Consequences if the Distribution Is Taxable" below. We did not recognize any impairment of our identified intangible assets in 2021 and 2020. Furthermore, we have instilled a culture that defines success as mutually beneficial results for our stockholders and other stakeholders. This means, for example, that the combined trading prices of a share of XPO common stock and a share of RXO common stock after the distribution may be equal to, greater than or less than the trading price of a share of XPO common stock before the distribution. Nevertheless, the Combined Financial Statements may not reflect the combined results of operations, financial position and cash flows had the Company been a standalone entity during the periods presented. In 2021, more than 90% of our truck brokerage revenue was generated from independent contractor services provided to truck brokerage customers, with the balance provided to customers of other RXO businesses through co-brokerage agreements. Some of our subsidiaries are regulated as "indirect air carriers" by the TSA. In addition, we compared the Company's estimates of liabilities for individual self-insured claims to current available information, which included legal claims, incident and case reports, current and historical cost experience, or other evidence. Our operating loss and tax credit carryforwards were as follows: Tax effect (before federal benefit) of state net operating, Foreign net operating losses available to offset future. Financing activities used $158 million of cash in 2021, compared with $32 million generated in 2020 and $47 million used in 2019. The year-over-year decreases in both 2022 periods were due primarily to our ability to purchase services at lower cost as the transportation market softened, while the majority of our revenue reflected fixed terms on customer contracts established in stronger rate environments prior to 2022. We have no history of operating as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results. We write off accounts receivable balances once the receivables are no longer deemed collectible. After the distribution, the transfer agent and registrar for our common stock will be AST. Our revenue by industry sector, before eliminations, was approximately as follows: retail/e-commerce (35% and 38% for the three months ended June 30, 2022 and 2021, respectively); food and beverage (12% and 13% for the three months ended June 30, 2022 and 2021, respectively); industrial/manufacturing (17% and 16% for the three months ended June 30, 2022 and 2021, respectively); logistics and transportation (5% and 6% for the three months ended June 30, 2022 and 2021, respectively); automotive (8% and 6% for the three months ended June 30, 2022 and 2021, respectively); and other (23% and 21% for the three months ended June 30, 2022 and 2021, respectively). Additionally, the pro forma financial information included in this information statement is derived from our historical financial information and (i) gives effect to the separation and (ii) reflects RXO's anticipated post-separation capital structure, including the assignment of certain assets and assumption of certain liabilities not included in the historical financial statements. The notes will mature on November 15, 2027, unless earlier repurchased or redeemed, if applicable. Our stockholders will be permitted to nominate candidates for election as directors by following the procedures set forth in our amended and restated bylaws, which are summarized in the section "Description of Capital Stock" below. XPO's corporate function ("Corporate") incurs a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. These restrictions may limit, for a period of time, our ability to pursue certain strategic transactions and equity issuances or engage in other transactions that might increase the value of our business. As part of the separation, and prior to the distribution, XPO and its subsidiaries expect to complete an internal reorganization (which we refer to as the "internal reorganization") to transfer to RXO the RXO Businesses that RXO will own following the separation. 2.Basis of Presentation and Significant Accounting Policies. -, Goldman Sachs Lowers Price Target on XPO Logistics to $40 From $81, Maintains Buy Rating, XPO LOGISTICS, INC. Management's Discussion and Analysis of Financial Condition and Results Pursuant to Section 4(a)(2) of the Securities Act, we did not register the issuance of the issued shares under the Securities Act because such issuance did not constitute a public offering. We operate our last mile business using a proprietary technology platform we developed specifically for the last mile consumer experience, integrated with RXO Connect. Talk to the Deans Office for more information and room availability. In 2021, over 60% of our revenue was related to customers that did business with more than one of our services.We estimate that the total addressable industry opportunity for the range of services we offer was over $750 billion in 2021. We offer a total compensation package that is both competitive and progressive to attract and retain outstanding talent. Related-party transactions are comprised of the following: (i) those that have been effectively settled or are expected to be settled for cash, and (ii) those which have historically not been settled and which have or are expected to be forgiven by either party. Until the market has fully evaluated XPO's businesses without RXO, the price at which each share of XPO common stock trades may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant. Direct operating expense (exclusive of depreciation and amortization) for the first six months of 2022 was $111 million, or 4.4% of revenue, compared with $95 million, or 4.4% of revenue, for the same period in 2021. The combined post-separation value of one share of XPO common stock and one share of RXO common stock may not equal or exceed the pre-distribution value of one share of XPO common stock. All operating segments conduct business in a similar regulatory environment applicable to the transportation industry, including regulation and licensing by various governmental agencies; most notably, the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation. We are also subject to state and U.S. federal laws and regulations addressing some types of cargo transported or stored by our subsidiaries, or transported pursuant to a government contract or subcontract. What if I want to sell my XPO common stock or my RXO common stock? interested stockholder status did own) 15 percent or more of a corporation's voting stock. Under the tax matters agreement, we would be required to indemnify XPO for the resulting tax, and this indemnity obligation might discourage, delay or prevent a change of control that our stockholders may consider favorable. The separation agreement will provide for the allocation between the parties of rights and obligations under existing insurance policies with respect to claims covered by XPO's insurance prior to the distribution and set forth procedures for the administration of insured claims and related matters. The management of risks to our business, and the execution of contingency plans, will be primarily the responsibility of our senior management team. What will happen to the listing of XPO common stock? Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with persons that acquire, more than 15% of the outstanding voting stock of a Delaware corporation may not engage in a business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or any of its affiliates becomes the holder of more than 15% of the corporation's outstanding voting stock.
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