XPO will distribute to you one share of RXO common stock for every share of XPO common stock held by you as of close of business on the record date for the distribution. Failure to manage our growth effectively, or obtain necessary working capital, could have a material adverse effect on our business, results of operations, cash flows and financial condition. Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business separate from XPO. With respect to certain transactions undertaken as part of the internal reorganization, XPO intends to obtain opinions of external tax advisors, in each case, regarding the tax treatment of such transactions. * From this year onwards, figures are forecasts. Requirements for Advance Notification of Stockholder Nominations and Proposals.Our amended and restated certificate of incorporation will mandate that stockholder nominations for the election of directors be made in accordance with the bylaws. SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA. Volatility in fuel prices impacts our fuel surcharge revenue and may impact our profitability. The separation will create two companies more fit for purpose, and give each company's management team an undiluted focus on their specific operating and strategic priorities and customer requirements. XPO Logistics Inc. published this content on 20 October 2022 and is solely responsible for the information contained therein. For example, a spin-off may result in taxable gain to the parent corporation under Section 355(e) of the Code if it were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in the spun-off corporation. We believe this comprehensive suite of brokered transportation solutions, provided through a single source, is a differentiator for RXO and capitalizes on synergy opportunities. The causes for fluctuations in operating and financial performance are generally the same among the operating segments and include such factors as: (i) changes in overall demand for outsourced freight transportation services, (ii) changes in prices charged by third-party carriers, (iii) decisions by customers to develop or expand internal transportation capabilities, and (iv) macroeconomic impacts on supply chains for materials, parts and finished goods. The Nominating, Governance and Sustainability Committee will be able to identify potential nominees for election to our board from a variety of sources, including recommendations from current directors or management, recommendations from our stockholders or any other source the committee deems appropriate, including engaging a third-party consulting firm to assist in identifying independent director nominees. Carriers can bid and book loads online and through our platform's mobile app. 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. Persons who may be deemed to be our affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with us, which may include certain of our. We are currently evaluating the impact of the new guidance, which is limited to financial statement disclosures. In addition, the offer letter refers to the grant of the Wilkerson Incentive Grant and. Asper School of Business For additional information about the past financial performance of our business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed combined financial statements of our business, see "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this information statement. By continuing to use this site You agree to the use of cookies on tsi.lv. We used cash during this period primarily to: (i) purchase property and equipment of $19 million and (ii) make net transfers to XPO of $89 million. The separation agreement will provide for an adjustment payment to potentially be made following the distribution from RXO to XPO, or from XPO to RXO, so that RXO's final cash balance as of the effective time of the distribution is equal to $100 million. In 1999, the university received $2 million from Asper to establish the Asper Chair in International Business and Trade Law. Our restructuring-related activity was as follows: We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months. The results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Cash Flow Activity for the Years Ended December 31, 2021, 2020 and 2019. The contractual terms between us and our customers could expose us to penalties and costs in the event we do not meet the contractually prescribed performance levels. Clear-Cut Investment Identities. Despite our scale, we have just 4% of the brokered truckload industry revenue, which includes LTL and full truckload transportation provided direct to shippers and via managed transportation providers, and expect to benefit from both overall industry growth in demand for truckload transportation, and a long runway for increased broker penetration of for-hire trucking. Our control tower solution leverages the expertise of a dedicated team focused on continuous improvement, and digital, door-to-door visibility into order status and freight in transit. In the event of any reorganization, merger, consolidation, combination, repurchase or exchange of RXO common stock or other similar corporate transactions, the Committee in its. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. Further, RXO's estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the "Risk Factors" section. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. Projected job openings represent openings due to growth and replacement. She has served on the board of directors of Sylvamo Corporation since October 2021 and is a member of the audit committee. The Plan is administered by the RXO Compensation Committee or such other committee the RXO board of directors designates to administer the Plan (the "Committee"). The operating expenses reported in our historical Combined Statement of Operations include allocations of certain XPO costs. in the aggregate market value of XPO and RXO following the separation, relative to XPO's current market value, would benefit XPO, RXO and their respective stakeholders. Commencing in 2020 and in accordance with Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. Enter logistics-related data into databases. However, these mechanisms may not fully capture an increase in fuel price. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Therefore, portions of items such as net operating losses ("NOLs"), credit carryforwards, other deferred taxes, and valuation allowances may exist in the Combined Financial Statements that may or may not exist in XPO's consolidated financial statements and vice versa. While we have sought to minimize the impact on RXO when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future. It may not reflect the results of operations or financial condition that would have resulted had we been operating as an independent, publicly traded company during such periods. From 2003 to 2008, he served on the board of directors of Coca-Cola Consolidated. If you are an external candidate and need help with applying for a position, contact the HR Service Centre at 604-822-8111 or hr.info@ubc.ca. The failure of our information technology systems to perform as we anticipate could adversely affect our business through transaction errors, billing and invoicing errors, internal recordkeeping and reporting errors, processing inefficiencies and loss of sales, receivables collection or customers. Current Time (World Clock) and online and printable Calendars for countries worldwide. On June 30, 2022, the fixed consideration component of our remaining performance obligation was approximately $139 million, and we expect approximately 91% of that amount to be recognized over the next three years and the. We may incur temporary interruptions in business operations if we cannot transition effectively from XPO's existing operating systems, databases and programming. RXO's Related Party Transaction Policy will operate in conjunction with other aspects of RXO's compliance program, including its Code of Business Ethics, which will require that all directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent RXO in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to RXO. The XPO Compensation Committee acts independently but works closely with the full board of directors of XPO and executive management in making many of its decisions. Evaluation of Occupational Exposure to Opioids in a City Police Department. See "Description of Material Indebtedness" and "Risk Factors - Risks Related to Our Business.". 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. We also anticipate entering into a revolving credit facility in aggregate principal amount of up to $500 million. 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. RXO expects to use the net proceeds of the notes to (i) fund a cash distribution to XPO (which XPO intends to use to repay existing indebtedness prior to the 12-month anniversary of the distribution), (ii) pay fees, costs and expenses incurred in connection with the separation, distribution, such financing transactions and related transactions and/or (iii) provide working capital to RXO. These liabilities are recorded within accrued liabilities and other long-term liabilities as of December 31, 2021. The departmentworks directly with the Transport Institute under a joint mandate to develop acentreofexcellence intransportation,logistics, andsupplychainmanagement. ", When and How You Will Receive the Distribution. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Treatment of XPO Equity-Based Awards held by RXO Employees and Transferring Directors. Certain provisions in RXO's amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of RXO, which could decrease the trading price of RXO's common stock. We have six reporting units. 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. In March 2022, XPO announced its intention to separate into two independent, publicly traded companies. Ms. Nettles brings to the board extensive expertise in. To assist it in discharging its responsibilities, the XPO Compensation Committee has retained the services of an independent compensation consultant. You can only download this statistic as a Premium user. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution, which we expect to hold in 2023. Unless otherwise set forth in the applicable award agreement, each SAR expires upon the earlier of (i) the tenth anniversary of the date the SAR was granted and (ii) three months after the participant who was holding the SAR ceased to be a director, officer, employee or consultant for RXO or one of its affiliates. In addition, it is not indicative of our future capitalization. We cannot be certain that an active trading market for our common stock will develop or be sustained after the distribution and, following the distribution, our stock price may fluctuate significantly. We leverage economies of scale, carrier relationships and local market expertise at thousands of destinations to connect key production and consumption centers hundreds or thousands of miles apart. We expect that the shares of RXO common stock will be distributed by XPO at 12:01 a.m., Eastern Time, on November 1, 2022, to the holders of record of shares of XPO common stock at the close of business on October 20, 2022, the record date for the distribution. Undesignated Preferred Stock. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. Analyze product delivery or supply chain processes to identify or recommend changes. If you test positive for COVID-19, stay home for at least 5 days and isolate from others in your home. We typically do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, or air freight businesses on international or domestic air shipments. The opinion of counsel will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of RXO and XPO (including those relating to the past and future conduct of RXO and XPO). executive officers or directors. Due to the competitive nature of our industry, we strive to strengthen existing business relationships and forge new relationships. We allocate goodwill to our reporting units for the purpose of impairment testing. The components of our operating lease expense were as follows: Supplemental balance sheet information related to our operating leases was as follows: Supplemental cash flow information related to our operating leases was as follows: Maturities of operating lease liabilities as of December 31, 2021 were as follows: As of December 31, 2021, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $10 million. 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. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Guidelines and our Code of Business Ethics will be available on our website at investors.rxo.com. Limitations on Strategic Transactions. The Drake Centre,home to the Asper School of Business since 1987, was designed by architect Etienne Gaboury. The Unaudited Pro Forma Condensed Combined Financial Information is based on information and assumptions which are described in the accompanying notes. For every share of common stock of XPO held of record by you as of the close of business on October 20, 2022, which is the record date for the distribution, you will receive one share of RXO common stock. In addition, we offer technology-enabled managed expedite services that automate transportation procurement for time-critical freight moved by independent road and air charter carriers. Any impairments and losses on divestiture resulting from this process may cause us to record significant charges, including those related to goodwill and other intangible assets. Puede regresar usando el botn. A light-filled space where faculty, staff and graduate students can go for quiet study, reading or small group meetings. In the event the relevant taxing authorities prevail with any challenge in respect of any relevant transaction, XPO, RXO and their subsidiaries could be subject to significant tax liabilities. The primary use of cash from financing activities was net transfers to XPO of $159 million and $42 million in 2021 and 2019, respectively. The separation will allow each company to more effectively recruit, retain and motivate employees through the use of equity-based compensation that more closely aligns management and employee incentives with specific growth objectives, financial goals and business attributes. du Pont de Nemours & Co. (DuPont) from March 2014 to January 2018; and then as senior advisor to the CEO of DowDuPont until February 2019. If the distribution, together with certain related transactions, were to fail to qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, in general, for U.S. federal income tax purposes, XPO would recognize taxable gain as if it had sold the RXO common stock in a taxable sale for its fair market value (unless XPO and we jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (a) the XPO group would recognize taxable gain as if we had sold all of our assets in a taxable sale in exchange for an amount equal to the fair market value of RXO common stock and the assumption of all our liabilities and (b) we would obtain a related step-up in the tax basis of our assets), and XPO stockholders who receive such RXO shares in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. Before our board of directors is declassified, it would take at least two elections of directors for any individual or group to gain control of our board of directors. Importantly, our digital brokerage platform creates ongoing value for RXO in four key areas: Increases share and revenue generation by providing real-time visibility into available supply and demand for current and future time periods, leading to optimal transportation management; Ensures competitive rates by engaging customers and carriers through user-friendly interfaces underpinned by cutting-edge pricing technology; Optimizes for value and margin with dynamic pricing algorithms that use machine learning, and generates superior, real-time market intelligence harvested from load-matching data; and. We anticipate net capital expenditures to be between $40 million and $50 million in 2022, funded by cash on hand and available liquidity. We ask our employees for feedback through engagement surveys, roundtables and town halls, and we use periodic engagement surveys to gauge our progress, assess satisfaction and ask for constructive suggestions. In connection with each grant of restricted shares, except as provided in the applicable award agreement, the holder is entitled to the rights of a stockholder (including the right to vote and receive dividends) in respect of such restricted shares. Drake Centre 3D Tour. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements and heighten the penalties for companies that misclassify workers and are found to have violated overtime or wage requirements. XPO carries liability and excess umbrella insurance policies that are deemed sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. Decreases in fuel prices reduce the cost of transportation services and, accordingly, will reduce our revenues and may reduce margins. Please refer to "-Material U.S. Federal Income Tax Consequences if the Distribution Is Taxable" below. We provide our customers with highly efficient access to capacity through our digital brokerage technology. Our business may be materially adversely affected by labor disputes or organizing efforts. How will shares of RXO common stock be issued? In addition, for purposes of preparing these Condensed Combined Financial Statements, a portion of XPO's total corporate expenses have been allocated to the Company. Prior to XPO, he was CFO and treasurer of SPX Technologies and earlier held positions as CFO and then interim CEO of Elevate Textiles, Inc. 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