Further, we expect convergence in revenue growth rates across our operating segments as they benefit more equally from shared secular tailwinds in freight transportation, such as the shipper trend toward outsourcing to brokers, and increased industry adoption of digital capabilities in RXO's company-wide technology ecosystem. Fuel expense constitutes one of the greatest costs to the independent contractor drivers and third-party carriers who transport freight arranged by our operations. Please do not send in your XPO stock certificates. The majority of our revenue, based on sales office location, is generated in the U.S. We have served as the Company's auditor since 2022. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. Drew Wilkerson's background and experience is described above under "Management". Treasury activities at XPO are generally centralized, while certain balances are managed locally. (1)Includes amortization of acquisition-related intangible assets of $11 million and $12 million for the six months ended June 30, 2022 and 2021, respectively, and $24 million, $25 million and $34 million for the years 2021, 2020 and 2019, respectively. Our intangible assets subject to amortization consist of customer relationships. We measure goodwill impairment, if any, at the amount a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. If we are unable to obtain required consents or approvals, we may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to us as part of our separation from XPO, and we may be required to seek alternative arrangements to obtain services and assets which may be more costly and/or of lower quality. The separation will enable the management teams of each company to better focus on strengthening its core businesses and operations, to more effectively address unique operating and other needs, and to pursue distinct and targeted opportunities for long-term growth and profitability. Pursuant to the separation agreement and certain other agreements between XPO and RXO, each party will agree to indemnify the other for certain liabilities, in each case for uncapped amounts, as discussed further in the section titled "Certain Relationships and Related Party Transactions-Separation Agreement" of this information statement. Challenges in the commercial and credit environment may adversely affect the expected benefits of the separation, the expected plans or anticipated timeline to complete the separation and our future access to capital on favorable terms. The Committee is permitted to, on such terms and conditions as it might determine, provide a participant who holds RSUs with dividend equivalents, payable in cash, shares of RXO common stock, other securities, other awards or other property. After the distribution, the transfer agent and registrar for our common stock will be AST. The terms of directors in Classes I, II and III end at the annual meetings in 2023, 2024 and 2025, as indicated below. On the supply side, truck drivers and fleet owners use our carrier interfaces to find loads and better utilize their assets. On March 8, 2022, XPO announced its intention to separate into two independent, publicly traded companies. Enter carbon-output or environmental-impact data into spreadsheets or environmental management or auditing software programs. As discussed under "The Separation and Distribution-Trading Between the Record Date and the Distribution Date," if you sell your shares of XPO common stock in the "regular-way" market after the record date up to the distribution date, you also will be selling your right to receive shares of RXO common stock in connection with the distribution. As a result of the distribution, RXO will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC. Improved Alignment of Management Incentives and Performance. Will the number of shares of XPO common stock that I own change as a result of the distribution? Unless the context otherwise requires, the information included in this information statement about RXO, including the Combined Financial Statements of RXO, assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. How We Make Pay Decisions and Assess Our Compensation Programs, During our fiscal year ended December 31, 2021, RXO was not an independent company and did not have a compensation committee or any other committee serving a similar function. By gender, approximately 41% of our employees are female. Quarterly number of PayPal active accounts worldwide 2010-2022, E-commerce as share of total retail sales worldwide 2015-2021, with forecasts to 2026, Shopping cart abandonment rate worldwide 2022, by industry, Retail e-commerce sales growth worldwide 2017-2026. For additional information on our leases, see Note 6-Leases. For our employees, we'll build on our cohesive, people-centric culture and engage our team in our vision. (c)Reflects the income tax impact of the pro forma adjustments. In 1999, the university received $2 million from Asper to establish the Asper Chair in International Business and Trade Law. With respect to our U.S. operations, income before income taxes was $45 million, compared with $71 million in 2019. 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. Treatment of such XPO performance-based restricted stock unit awards in connection with the separation and distribution is described under "The Separation and Distribution-Treatment of Equity-Based Compensation.". Going Forward RXO Compensation Arrangements. In addition, our motor carriers that engage independent contractor owner-operators to provide transportation and delivery services are subject to the Federal Leasing Regulations, which are applicable to written agreements between the carriers and those owner-operators. Ms. DeSalva served on the board of governors of Argonne National Laboratory of the U.S. Department of Energy from February 2015 to September 2022, where she was a member of the compensation and nominating committees. If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. Yes. The exercise price for SARs may not be less than the fair market value (as defined in the Plan) of RXO common stock on the grant date. We offer competitive wages and a comprehensive suite of health and welfare benefit programs to support employees and their families. We do not own the great majority of trucks and other assets used to perform our services, and in 2021, only 13% of our costs were fixed. Mr. Harris is a career CFO with 35 years of experience in B2B sectors, including two decades with public companies. For purposes of the Combined Statements of Operations, an allocation of these expenses is included to burden all business units comprising XPO's historical operations. Annual base salary provides a fixed incentive that corresponds to an executive's experience and job scope. We are a global freight forwarder with a network of company-owned and partner-owned locations and coverage of key trade lanes that reach approximately 160 countries and territories. The Asper School of Business has a long history dating back to it's infancy in 1937. No other fees will be paid to directors for their attendance at or participation in meetings of the RXO board of directors or its committees. All of our reporting units had fair values in excess of their carrying values, resulting in no impairment of goodwill. XPO periodically evaluates our level of insurance coverage and adjusts our insurance levels based on risk tolerance and premium expense. Coordinate logistics or other business operations. an acquisition by any individual, entity or group of beneficial ownership of a percentage of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors that was equal to or greater than 30%. If you hold your XPO shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the RXO shares. We believe that this foreign currency exchange rate risk will not have a material impact on our financial results. In addition, an acquisition or further issuance of our common stock could trigger the application of Section 355(e) of the Code, causing the distribution to be taxable to XPO. In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss. We could be affected by cyberattacks or breaches of our information systems, any of which could have a material adverse effect on our business. This proprietary platform is a major differentiator for our truck brokerage business, and together with our pricing technology, we believe it can unlock incremental profitable growth well beyond our current levels. We are implementing various cost and revenue initiatives to further increase our profitability, including advanced pricing analytics and revenue management tools, our digital brokerage platform, our shared distribution network, cross-selling to strategic accounts, workforce productivity and further back-office optimization. For additional information on the distribution, see "The Separation and Distribution.". Maintenance and repair expenditures are charged to expense as incurred. 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. Accounting Pronouncements Issued but Not Yet Effective. You have requested to download the following binder: Please log in to add this binder to your shelf. Any forward-looking statement speaks only as of the date on which it is made, and each of XPO and RXO assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. 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. Drake Centre 3D Tour. In addition, the offer letter refers to the grant of the Firestone Incentive Grant and contemplates eligibility for additional long-term incentive awards with a target grant value of $1,000,000, the form and timing of which will be determined by the RXO Compensation Committee following the separation and distribution. Notable factors driving growth and margin expansion in our business include our ability to access massive truckload capacity for shippers through our carrier relationships, our proprietary, cutting-edge technology, our strong management expertise and favorable industry tailwinds. Commencing with the second annual meeting of stockholders following the separation, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. other assets that are included in RXO's pro forma balance sheet, included in RXO's Unaudited Pro Forma Condensed Combined Financial Information, which appear in the section titled "Unaudited Pro Forma Condensed Combined Financial Information"; certain liabilities related to the RXO Businesses or the RXO Assets, which we refer to as the "RXO Liabilities," will be retained by or transferred to RXO; and. In addition, we offer MBA courses in each of these three areas, and a PhD program in finance. For December 31, 2021, the tax impact was calculated using the jurisdictional tax rate associated with each adjustment. Prior to joining Ankura, Mr. Renna served as the chief banking officer of the U.S. Sources are listed to provide additional information on related jobs, specialties, and/or industries. For additional information on our leases, see Note 6-Leases. In determining the peer group, the following criteria were used to identify the list of peer companies: (i) company is operating within the trucking, air freight or logistics industry and is competitive with RXO, (ii) company's business includes brokerage, (iii) company is publicly-traded on a major U.S. stock exchange, and (iv) whether company is. 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. Governance features related to our board of directors are set forth in the section of this information statement captioned "Directors." Certain of these risks are described in the "Risk Factors" section of this information statement. This statistic is not included in your account. The information below is not necessarily indicative of what our capitalization would have been had the spin-off, distribution and related financing transactions been completed as of June 30, 2022. Our website (at investors.rxo.com) will include procedures by which stockholders and other interested parties may communicate with our board of directors, any board committee, any individual director, including our lead independent director and vice chairman, or any group of directors (such as our independent directors) by sending written correspondence to: Board of Directors c/o Secretary, RXO, Inc., 11215 North Community House Road, Charlotte, NC 28277. These regulatory agencies have authority and oversight of domestic and international activities. These three areas, and a comprehensive suite of health and welfare benefit programs to employees. Captioned `` directors. 's infancy in 1937 logistics department presentation jurisdictional tax rate associated with each.. The transfer agent and registrar for our employees are female independent contractor drivers and third-party carriers who transport arranged... 31, 2021, the university received $ 2 million from Asper to the... 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