Treasury activities at XPO are generally centralized, while certain balances are managed locally. Our growth will place a significant strain on our management, operational, financial and information technology resources. These financial statements reflect the combined historical results of operations, financial position and cash flows of RXO in accordance with U.S. generally accepted accounting principles ("GAAP"). We use the services of thousands of transportation companies in connection with our transportation operations. Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. All revisions are free of charge. The income taxes of the Company as presented in the Combined Financial Statements may not be indicative of the income taxes that the Company will incur in the future. RXO has not and will not set the initial price of its common stock. We believe this approach provides a reasonable basis for estimating fair value. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. To ensure independent oversight and decision-making, RXO will also have a lead independent director and a vice chairman. The above list of factors is not exhaustive or necessarily in order of importance. All of our services utilize our proprietary platform. 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. These include XPO Logistics (NYSE: XPO), which he has led as chairman and chief executive officer since September 2011, and two other publicly traded companies: United Rentals (NYSE: URI) and United Waste Systems. This service uses proprietary technology to enhance revenue synergies with truck brokerage, last mile and freight forwarding. Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent board of directors or a management team that was independent of XPO. Such adjustments are summarized below. 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. The roll-forward of the allowance for credit losses was as follows: We generally record property and equipment at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. 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. The table below reflects the 2023 annual short-term incentive opportunity of each identified RXO executive officer. The following table summarizes our asset and liability balances as of June 30, 2022, December 31, 2021 and December 31, 2020: Total assets increased by $198 million from December 31, 2020 to December 31, 2021, primarily due to an increase in accounts receivable related to higher revenue in 2021, partially offset by lower cash and cash equivalents. XPO's separation into two independent, publicly traded companies is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions of XPO's markets, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the separation, could delay or prevent the completion of the proposed separation, or cause the separation to occur on terms or conditions that are different or less favorable than expected. This information statement is being furnished in connection with the distribution by XPO Logistics, Inc. ("XPO") to its stockholders of the outstanding shares of common stock of RXO, Inc. ("RXO"), a wholly owned subsidiary of XPO that will hold the assets and liabilities associated with XPO's North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding (the "RXO Businesses"). For more information, see "Material U.S. Federal Income Tax Consequences.". Apply mathematical models of financial or business conditions. 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. The Globally Harmonized System of Classification and Labeling of Chemicals (GHS) and Warehouse Logistics: Florida State College at Jacksonville: 2013: SH-24874-13: English: Hazard Communication: DEPARTMENT OF LABOR Occupational Safety & Health Administration. We established a valuation allowance for some of our deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. Obtain information about goods or services. The distribution will be effective at 12:01 a.m., Eastern Time, on November 1, 2022, which is the distribution date, subject to final approval by the XPO board of directors, as well as to the satisfaction (or waiver by XPO in its sole and absolute discretion), of a number of conditions set forth in the separation agreement, including, among others: the SEC declaring effective the registration statement of which this information statement forms a part; there being no order suspending the effectiveness of the registration statement; and no proceedings for such purposes having been instituted or threatened by the SEC; this information statement (or notice of internet availability of the information statement) having been made available to XPO stockholders; the receipt by XPO and continuing validity of an opinion of its outside counsel, satisfactory to the XPO board of directors, regarding the qualification of the distribution, together with certain related transactions, as a "reorganization" within the meaning of Sections 355 and 368(a)(1)(D) of the Code; the separation and other transactions contemplated by the separation agreement and by the plan of reorganization included in the separation agreement, to occur prior to the distribution having been completed in accordance with the plan of reorganization; an independent appraisal firm acceptable to the XPO board of directors having delivered one or more opinions to the XPO board confirming the solvency and financial viability of XPO before the completion of, and after giving effect to, the distribution, in each case in a form and substance acceptable to the XPO board in its sole and absolute discretion; XPO having received certain proceeds from the financing arrangements described under "Description of Material Indebtedness" and being satisfied in its sole and absolute discretion that, as of the effective time of the distribution, it will have no further liability under such arrangements; and. We derive a significant portion of our total revenue from our largest customers. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS. All significant related party transactions between RXO and XPO have been included in these Condensed Combined Financial Statements as components of XPO investment. The issuance or incurrence, as applicable, of the indebtedness described below remains subject to closing conditions and/or entry into definitive documentation. Specifically, during such period, except in specific circumstances, RXO and its subsidiaries will be prohibited from: (i) ceasing to conduct certain businesses, (ii) entering into certain transactions or series of transactions pursuant to which all or a portion of the shares of RXO common stock would be acquired or all or a portion of certain assets of RXO and its subsidiaries would be acquired, (iii) liquidating, merging or consolidating with any other person; (iv) issuing equity securities beyond certain thresholds; (v) repurchasing RXO stock other than in certain open-market transactions, or (vi) taking or failing to. No modification, amendment or termination of the Plan that materially and adversely impairs the rights of any participant is effective without the consent of the affected participant, unless otherwise provided by the Committee in the applicable award agreement. Subject to the provisions of the Plan, the Committee is permitted to grant restricted shares and RSUs. The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States. Ms. DeSalva brings to the board global perspective as the chief executive officer of a multinational advisory company serving clients across almost every geography and industrial sector. The XPO Compensation Committee carefully and independently reviews the recommendations of management without members of management present and consults its independent advisor before making final determinations. Under the tax matters agreement to be entered into between XPO and RXO in connection with the separation, we generally would be required to indemnify XPO for any taxes resulting from the separation (and any related costs and other damages) to the extent such amounts resulted from: (i) an acquisition of all or a portion of the equity securities or assets of RXO, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (ii) certain other actions or failures to act by RXO, or (iii) any breach of RXO's covenants or undertakings contained in the separation agreement and certain other agreements and documents. The increase primarily reflects higher net income and accounts payable generating more cash for 2021 compared with 2020, partially offset by the payment of certain payroll taxes that were deferred in 2020 as allowed by the CARES Act. The Centres large central atrium brings natural light to all corners of the building. We look forward to participating in this future with you as a holder of RXO common stock. Significant intercompany balances and transactions among the operations of the RXO legal entities have been eliminated in the Condensed Combined Financial Statements. Our last mile offering is an asset-light service that facilitates the delivery of heavy goods to consumers, performed by highly qualified third-party contractors; this gives us daily access to approximately 6,700 independent contractor drivers. Our governance structure will enable independent, experienced and accomplished directors to provide advice, insight and oversight to advance the interests of RXO and our stockholders. We conduct our business and track our results as one reportable segment based upon the aggregation of our operating segments. In our customer contracts, we may agree to assume cargo liability up to a stated maximum. More recently, Mr. Kingshott was a managing director and portfolio manager at Amaranth Advisors, LLC. Ms. Nettles brings to the board extensive expertise in. : +371 67 100 661, Become a leader in cutting-edge technologies in most growing industry sector. XPO Logistics Inc. published this content on 20 October 2022 and is solely responsible for the information contained therein. May manage route activity including invoicing, electronic bills, and shipment tracing. In the past, we have been responsible for the cost to clean up diesel fuel spills caused by traffic accidents or other events, and none of these incidents materially affected our business or operations. Our board and senior management team will regularly discuss the company's business strategy, operations, policies, controls, prospects and current and potential risks. implement the separation and distribution, and from all liabilities arising out of acts and events occurring or failing to occur, and all conditions existing, on or before the effective time of the distribution, in each case to the extent relating to the businesses conducted by XPO, except the RXO Businesses, the assets retained by XPO as part of the separation or the liabilities retained by XPO as part of the separation. Subject to any applicable law or government regulation and to the rules of the applicable national stock exchange or quotation system on which the shares of RXO common stock may be listed or quoted, the Plan may be amended, modified or terminated by the RXO Board without the approval of RXO stockholders, except that stockholder approval is required for any amendment that: (i) increases the maximum number of shares of RXO common stock available for awards under the Plan or increases the maximum number of shares of RXO common stock that could be delivered pursuant to ISOs granted under the Plan, (ii) changes the class of employees or other individuals eligible to participate in the Plan, (iii) amends or decreases the exercise price of any option or SAR, (iv) cancels or exchanges any option or SAR at a time when its exercise price exceeds the fair market value of the underlying shares, (v) allows repricing of any option or SAR without stockholder approval, or (vi) constitutes a material increase in the benefits to be provided to eligible employees within the meaning of the NYSE rules as of the date hereof. How will the separation of RXO from XPO work? We may not realize all of the anticipated benefits of any divestitures we may make in the future, or the benefits of any such divestitures may take longer to realize than expected. The separation of RXO from XPO and the distribution of RXO common stock is intended, among other things, to simplify XPO's business structure, enable the management of the two companies to pursue opportunities for long-term growth and profitability unique to each company's business, and allow each business to more effectively implement its own capital structure, investment identity, and resource allocation strategies. We generally transport only hazardous materials rated as low-to-medium-risk, and only a small percentage of our total loads contain hazardous materials. www.OSHA.gov. Compensation Committee. Labor shortages, particularly a shortage of. For Bristol-Myers Squibb, she led global public affairs for the oncology business and served as the director of the Bristol-Myers Squibb Foundation. THE FOREGOING IS INTENDED ONLY AS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW. Pursuant to their offer letters, Mr. Harris and Mr. Firestone are eligible for annual long-term incentive awards in the amount of $1,350,000 for Mr. Harris and $1,000,000 for Mr. Firestone. We maintain long-term contracts with the majority of our customers, many of which include performance-based minimum levels of service. The historical information about RXO in this information statement refers to the RXO Businesses as operated by and integrated with XPO. References in this information statement to the "separation" or "spin-off" refer to the spin-off of the RXO Businesses from XPO's other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, RXO, to hold the assets and liabilities associated with the RXO Businesses after the distribution. Ownership of RXO common stock is subject to both general and specific risks relating to the RXO Businesses, the industry and macroeconomy in which it operates, its ongoing contractual relationships with XPO and its status as a separate, publicly traded company. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of XPO common stock in light of their particular circumstances nor does it address tax consequences applicable to holders that are or may be subject to special treatment under the U.S. federal income tax laws (such as, for example, insurance companies, tax-exempt organizations, financial institutions, mutual funds, certain former U.S. citizens or long-term residents of the United States, broker-dealers, entities or arrangements treated as partnerships for U.S. federal income tax purposes, or other pass-through entities or owners thereof, traders in securities who elect a mark-to-market method of accounting, holders who hold their XPO common stock as part of a "hedge," "straddle," "conversion," "synthetic security," "integrated investment" or "constructive sale transaction," holders who acquired XPO common stock upon the exercise of employee stock options or otherwise as compensation, or holders whose functional currency is not the U.S. dollar). The XPO board of directors also considered a number of potentially negative factors in evaluating the separation, including: Risk of Failure to Achieve Anticipated Benefits of the Separation. We present our operations in the Condensed Combined Financial Statements as one reportable segment. The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to the Pro Forma Transactions as if they occurred as of June 30, 2022, our latest balance sheet date. Level 3-Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management's judgment and estimates. Once an election is determined to be a contested election, directors will be elected by a plurality of the votes cast at the meeting at which a quorum is present. Due to the competitive nature of our industry, we strive to strengthen existing business relationships and forge new relationships. Cash adjustments are summarized as follows: Proceeds from incurrence of debt, net of debt issuance costs (b). Moreover, our inability to recruit a qualified temporary workforce may result in our inability to meet our customers' performance targets. Loss of Scale and Increased Administrative Costs. The increase reflects favorable changes in working capital in the first six months of 2022, primarily related to accounts payable generating $95 million of cash, compared to using $40 million during the same period in 2021. In a limited number of states that regulate intrastate property brokerage and/or freight forwarding, our brokers are subject to licensing requirements. Will RXO incur any indebtedness prior to or at the time of the distribution? This information statement and other materials XPO and RXO have filed or will file with the SEC (and oral communications that XPO or RXO may make) contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Indemnification with respect to taxes, and the procedures related thereto, will be governed by the tax matters agreement. Material U.S. Federal Income Tax Consequences if the Distribution, Together with Certain Related Transactions, Qualifies as a Transaction That is Generally Tax-Free under Sections 355 and 368(a)(1)(D) of the Code. Prior to XPO, Mr. Jacobs founded United Rentals in 1997 and led the company for 10 years as chairman, including six years as chief executive officer. If any award granted under the Plan is forfeited, or otherwise expires, terminates or is canceled without the delivery of all shares subject thereto, then the number of shares subject to such award that were not issued are not treated as issued for purposes of reducing the maximum aggregate number of shares that may be delivered pursuant to the Plan. 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.