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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-30900
XO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1983517
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
13865 Sunrise Valley Drive
Herndon, Virginia 20171
(Address of principal executive offices, including zip code)
(703) 547-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of ‘large accelerated filer,’’ ‘‘accelerated filer’ and ‘smaller reporting company’’ in Rule 12b-2 of the
Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
As of June 30, 2010, the aggregate market value of common stock held by non-affiliates of the registrant was $57.6 million based upon
the closing sale price of the common stock as reported on the Over-the-Counter Bulletin Board as of the close of business on that date.
Shares of common stock held by each executive officer and director and by each entity associated with our majority shareholder have been
excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of shares of common stock outstanding as of March 29, 2011 was 182,075,165.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the registrant’s proxy statement relating to its 2011 Annual
Meeting of Stockholders.

Table of contents

  • Page 1
    ... (State or other jurisdiction of incorporation or organization) 54-1983517 (I.R.S. Employer Identification No.) 13865 Sunrise Valley Drive Herndon, Virginia 20171 (Address of principal executive offices, including zip code) (703) 547-2000 (Registrant's telephone number, including area code...

  • Page 2

  • Page 3
    ... Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...ITEM 13. Certain Relationships and Related Transactions, and Director Independence ...ITEM 14. Principal Accounting Fees and Services ...PART IV ITEM 15. Exhibits, Financial Statement Schedules ... 80 80 80 80...

  • Page 4
    ... suffıcient to meet our cash requirements and execute our business strategy; prevail in our legal and regulatory proceedings; increase the volume of traffıc on our network; and achieve and maintain market penetration and revenue levels given the highly competitive nature of the telecommunications...

  • Page 5
    ...BUSINESS XO Holdings, Inc., a Delaware corporation, was incorporated in December 2005 and has its principal executive offices at 13865 Sunrise Valley Drive, Herndon, Virginia 20171. XO Holdings, Inc. is a holding company for its direct and indirect operating subsidiaries, including XO Communications...

  • Page 6
    ... to offer solutions with significant appeal to business, carrier and wholesale customers. XOH's national network includes over 950 central office collocations in over 85 major metropolitan markets across the United States. XOH's network footprint includes an 18,000 route mile nationwide inter-city...

  • Page 7
    ...long distance services (including international, toll-free, operator-assisted and calling card), basic business lines, switched trunks, local voice features such as messaging, voice and web conferencing and carrier reciprocal access. Hosting and Hosted Applications. XOH offers a range of web hosting...

  • Page 8
    ... of company headquarters locations or multi-site networks. A majority of Business Services' resources are concentrated on serving the needs of customers within this market. Enterprise. Enterprises are large commercial entities with complex communications needs. These customers require high bandwidth...

  • Page 9
    ... rates. In 2010, we continued to promote our on-line customer portal and portfolio of services. We will continue to enhance our hosted IT solutions, such as managed back-up, managed server, hosted email exchange and hosted PBX, to enable small businesses to rely on our carrier-strength network...

  • Page 10
    ... in 42 United States cities. The core of each of our metropolitan fiber networks is one or more rings of fiber optic cable in a city's central business district that connect to our central office locations from which we can provision services to our customers. These central offices contain the...

  • Page 11
    ... Location State Service Market State Service Market AZ CA CA Phoenix Los Angeles Orange County CA CA CA Sacramento San Diego San Francisco CA CO DC/VA FL FL San Jose Denver Washington D.C./ Northern VA Ft Lauderdale Miami FL FL GA IL MA Orlando Tampa Atlanta Chicago Boston MD MI MN MO...

  • Page 12
    ... The modern Ethernet-based PE routers have the potential to support 40Gbps and 100Gbps trunks and customer terminations in the future. In 2010 we completed the installation of the new metro PE routers in each XO market and have rolled all IP services onto this new platform. Wireless Network. We hold...

  • Page 13
    ...capacity network; advanced IP and converged communications services; broadband wireless capabilities; consistent, competitive pricing strategy; and a responsive, customer-focused orientation. We offer customers a broad range of managed voice, data and IP services in more than 85 metropolitan markets...

  • Page 14
    ... interstate access services (rates charged by us to other carriers for access to our network). As for interstate and international long distance telecommunications services, the FCC requires us to make the terms, conditions and rates of the detariffed services available to the public on our web site...

  • Page 15
    ... carrier regulations. Verizon sought relief in six markets: Boston, MA; New York, NY; Pittsburgh, PA; Philadelphia, PA; Providence, RI and Virginia Beach, VA. Qwest's request included relief in four markets: Denver; Minneapolis; Phoenix and Seattle. On December 4, 2007, the FCC, in a unanimous...

  • Page 16
    ... local and long distance telecommunications companies, are regulated under the Communications Act; information service providers are generally unregulated. On June 1, 2007, the United States Court of Appeals for the DC Circuit upheld the FCC's order requiring VoIP providers to pay into the...

  • Page 17
    ... 16, 2010, Access Point, Inc., Lightyear Network Solutions, LLC, Navigator Telecommunications, LLC, PAETEC Communications, Inc., and US LEC of Florida, LLC filed a joint motion to dismiss Qwest's complaint pending before the Florida Public Service Commission, and on February 22, 2011, the Florida...

  • Page 18
    ... network capacity through improved spectral efficiency. Services include wide-area wireless voice telephony and broadband wireless data, all in a mobile environment. Typically, they provide service at 5 âˆ' 10 megabits per second. 4G. A term used to describe the next step in wireless communications...

  • Page 19
    ... for bandwidth in analog terms. Gigabit Ethernet, or GE. A Copper or fiber-based Ethernet network service, connection or port operating at one billion bits per second. Incumbent Local Exchange Carrier, or ILEC. Large local phone companies, such as Verizon Communications Inc., AT&T Inc. and Qwest...

  • Page 20
    ... office telephones with each other as well as to the outside PSTN. IP PBXs support VoIP by converting them into traditional circuit-switched TDM connections. Private Line Dedicated Transport Services, or Private Line. A private, dedicated telecommunications link between different customer locations...

  • Page 21
    ... built using WDM equipment. Wireless Backhaul. Movement of telecommunications traffic between cell sites and points of connection to wired networks. Employees As of February 28, 2011, we had 3,654 employees, including 1,682 in Business Services, 347 in Carrier Services, 50 in Small Business Services...

  • Page 22
    ... service providers. On October 8, 2010, XO Communications, LLC (''XO LLC''), a wholly owned subsidiary of the Company, entered into a Revolving Promissory Note with Arnos Corp., an affiliate of Carl C. Icahn, the Chairman of the Company's Board of Directors and majority shareholder (the ''Chairman...

  • Page 23
    the application for listing of XOH common stock on Nasdaq would be accepted. If a listing application is not accepted, the Company could still proceed with a rights offering (subject to any applicable state law restrictions) with the intention that XOH common stock would continue to be quoted on the...

  • Page 24
    ... maintenance and repair network services for us, including routine maintenance and repair work to correct network outages that may occur from time to time. If these third parties do not perform the specified services required under the terms of our contracts with them, or in a timely manner, the...

  • Page 25
    ... services on a price-competitive basis. We maintain peering agreements with various ISPs that allow us to exchange internet traffic with these providers. These exchanges are made under short-term contracts and may be made without the payment of settlement charges by either party (''settlement-free...

  • Page 26
    ... Verizon, Qwest Communications, Level 3 Communications, other ILECs and CLECs, cable operators and a host of other competitors in the provision of network services. Many of these competitors have high-capacity, IP-based fiber-optic networks capable of supporting large amounts of data, IP and voice...

  • Page 27
    ... in the long distance and wireless markets has challenged the financial condition and growth prospects of some of our carrier customers, and has caused such carrier customers to optimize the telecommunications capacity that they use among competing telecommunications services providers' networks...

  • Page 28
    ... common stock on the Nasdaq Global Market prior to the issuance of any rights. There is no assurance that an application for listing of our common stock would be accepted. If the listing application is not accepted, we could still proceed with a rights offering (subject to any applicable state law...

  • Page 29
    ...condition of the financial markets could cause the price of our common stock to ï¬,uctuate substantially. We do not anticipate paying dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently anticipate that we will use...

  • Page 30
    ... for our administrative and sales offices, central switching offices, network nodes and warehouse space in various cities throughout the United States. These leases have various expiration dates through 2024. Our corporate headquarters is located at 13865 Sunrise Valley Drive, Herndon, VA, where we...

  • Page 31
    ... filed a complaint in the Supreme Court of the State of New York, County of New York naming individual members of the Company's Board of Directors and certain entities controlled by the Chairman as defendants and naming the Company as the nominal defendant in connection with derivative claims. The...

  • Page 32
    ... on the Company, if any, is not known at this time. Murphy Class Action Complaint On or about January 28, 2011, Murphy filed a shareholder class action complaint in the Supreme Court of the State of New York, County of New York against XO Holdings, Inc., the Chairman, Carl Grivner, Vincent Intrieri...

  • Page 33
    ...February 25, 2011, Borden filed a class action complaint in the Court of Chancery of the State of Delaware against XO Holdings, Inc., the Chairman, Carl Grivner, Robert Knauss, Harold First, Fredrik Gradin, Vincent Intrieri, David Schechter, Daniel Ninivaggi, and ACF Holding on behalf of the public...

  • Page 34
    ... information for XOH's common stock for the quarterly periods indicated as quoted in the OTCBB. Such quotations reï¬,ect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. 2010 Quarter High Low High 2009 Low First . . Second...

  • Page 35
    ... 12/06 XO Holdings Inc 12/07 12/08 12/09 12/10 NASDAQ Composite NASDAQ Telecommunications *$100 invested on 12/31/05 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. In previous years (through 2008), we used the NASDAQ Stock Market (US Companies) Index...

  • Page 36
    ...477) (a) 2010 included a $5.4 million gain related to the settlement agreement associated with our holding of Global Crossing debt securities and a $20.0 million impairment charge related to our LMDS licenses. 2009 included a $53.3 million gain from the sale of marketable securities, a $5.8 million...

  • Page 37
    ... legal matters related to our holding of Global Crossing debt securities. (d) 2010 included the Company's redemption of the remaining shares of Class A preferred stock at an aggregate redemption price of $258.9 million. 2009 included the Company's redemption and retirement of 304,314 shares of Class...

  • Page 38
    ...-capacity network, advanced IP and converged communications services, broadband wireless capabilities, consistent competitive pricing strategy and a responsive, customer-focused orientation. We offer customers a broad range of managed voice, data and IP services in more than 85 metropolitan markets...

  • Page 39
    ... with service installations and other non-recurring charges related to ongoing service are deferred and recognized ratably over the average customer life. Up front cash collected from lease of unlit network capacity under indefeasible rights of use is recognized ratably over the contract term. 35

  • Page 40
    ...review is performed on customer accounts with larger balances. We also estimate a general sales credit reserve related to unknown billing errors and disputes based on a rolling six months of historical sales credit activity. We assess the adequacy of our sales credit reserve on a monthly basis using...

  • Page 41
    ... related to an existing contingent matter. For additional information regarding all of our legal proceedings and loss contingencies, see Note 16 of our consolidated financial statements in Item 8 of this Annual Report. Property and Equipment We annually evaluate the estimated useful lives used...

  • Page 42
    ...Statements of Operations for the years ended December 31, 2010, 2009 and 2008 (dollars in thousands): % of Consolidated Revenue % of Consolidated Revenue Change Dollars Percent 2010 2009 Revenue ...Cost and expenses Cost of service* ...Selling, general and administrative...Preferred stock accretion ...

  • Page 43
    ... Revenue - 2010 Compared to 2009 Total revenue for 2010 increased 0.5% compared to the prior year. We experienced continued growth in our Broadband Service offerings offset by continued declines in Integrated/Voice and Legacy/Traditional Dial Modality (TDM) services. For 2011, we anticipate...

  • Page 44
    ... services growth are the data and internet products which grew $44.0 million, or 7.6%. Investments in our long haul network continue to support the $14.9 million, or 5.0%, growth of Dedicated Private Line. In addition, Ethernet and Dedicated Internet Access (DIA) had solid growth throughout 2010...

  • Page 45
    ... network continue to support the growth of Dedicated Private Line. Ethernet increased $12.6 million, or 36.7%, year-over-year supported by continued strong demand for EoC which utilizes existing telephony infrastructure to deliver high-speed IP connectivity at a competitive value. Low cost access...

  • Page 46
    ... quarter of 2008. Selling, General and Administrative - 2010 Compared to 2009 Selling, general and administrative expense (''SG&A'') includes expenses related to payroll, commissions, sales and marketing, information systems, general corporate office functions and collection risks. SG&A decreased in...

  • Page 47
    ... impairment charges were recorded in 2009. There was no impairment of long-lived assets recognized during 2008. Investment Gain, Net The net investment gain for 2010 was primarily comprised of a $5.4 million distribution related to a legal matter regarding our holding of Global Crossing debt...

  • Page 48
    ... any application for listing of our common stock on Nasdaq would be accepted. If the listing application is not accepted, we could still proceed with a rights offering (subject to any applicable state law restrictions) with the intention that our common stock would continue to be quoted on the Over...

  • Page 49
    .... At that time, the Board of Directors delayed further action on the pending financing activities (reverse split, Nasdaq listing and rights offering) so that the Special Committee could begin its review process. On March 5, 2011 Mr. First, a member of the Company's Board of Directors and the...

  • Page 50
    ... our customers with the highest levels of service, quality and performance. Our 2011 operating plan includes capital expenditure amounts for continued investment in, and enhancement of, our (i) metro and long-haul fiber optic network, (ii) new markets, (iii) Ethernet and IP-based services and...

  • Page 51
    ... enhancement, hedging transactions, or other financial or investment purposes. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK During 2008, all of our long-term debt and accrued interest was retired. Therefore we are no longer subject to interest rate risk on long-term debt. 47

  • Page 52
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations...Consolidated Statements of Stockholders' (Deficit) Equity...Consolidated ...

  • Page 53
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders XO Holdings, Inc. We have audited the accompanying consolidated balance sheets of XO Holdings, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' ...

  • Page 54
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders XO Holdings, Inc.: We have audited the accompanying consolidated statements of operations, stockholders' (deficit) equity, and cash ï¬,ows of XO Holdings, Inc., and subsidiaries for the year ended ...

  • Page 55
    XO Holdings, Inc. Consolidated Balance Sheets (in thousands, except per share data) 2010 December 31, 2009 ASSETS Current Assets Cash and cash equivalents ...Marketable securities ...Accounts receivable, net of allowance for doubtful accounts of $7,239 and $11,052 respectively ...Prepaid expenses ...

  • Page 56
    XO Holdings, Inc. Consolidated Statements of Operations (in thousands, except per share data) 2010 Years Ended December 31, 2009 2008 Revenue ...Costs and expenses Cost of service (exclusive of depreciation Selling, general and administrative...income (loss) ...Preferred stock accretion ...Net loss ...

  • Page 57
    XO Holdings, Inc. Consolidated Statements of Stockholders' (Deficit) Equity (In thousands, except for share data) Common Stock and Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Balance at January 1, 2008 ...Stock-based ...

  • Page 58
    ... Statements of Cash Flows (in thousands) 2010 Years Ended December 31, 2009 2008 OPERATING ACTIVITIES: Net (loss) income...Adjustments to reconcile net (loss) income to net cash provided by operating activities Depreciation and amortization ...Accrued interest converted to long term debt...

  • Page 59
    ...services. Legacy/ TDM services are primarily deployed using TDM and circuit switched voice technologies such as voice services and managed IP, data and end-to-end communications solutions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Consolidation The Company's consolidated financial statements...

  • Page 60
    XO Holdings, Inc. Notes to Consolidated Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES âˆ' (continued) Repairs and maintenance are charged to expense when incurred. Depreciation and amortization are calculated for financial reporting purposes using the straight-line method over ...

  • Page 61
    ... and data center equipment from various leased technical facilities upon termination of the respective lease terms and the return of facilities to pre-lease condition. These estimated obligations are calculated based on the expected future cash outï¬,ows discounted at the Company's credit-adjusted...

  • Page 62
    ... Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES âˆ' (continued) Network Capacity Leases Up front cash collected from lease of unlit network capacity under indefeasible rights of use is recognized ratably over the contract term. Sales Credit Reserves The Company evaluates...

  • Page 63
    ... Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES âˆ' (continued) o. Allowances for Doubtful Accounts The Company determines its allowances for doubtful accounts using both specific and general allowance methods. A specific reserve requirement review is performed on customer...

  • Page 64
    ...(in thousands): Quoted Prices in Active Markets (Level 1) 2010 2009 Available-for-sale marketable equity securities ... $180 $1,320 The following are the major categories of assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2010 and 2009, (in...

  • Page 65
    ... and $19.2 million for the years ended December 31, 2010, 2009 and 2008, respectively. The 2010 investment gain primarily resulted from a $5.4 million distribution related to a legal matter regarding the Company's holding of Global Crossing debt securities. The 2009 investment gain is comprised of...

  • Page 66
    ... of the following as of December 31, (in thousands): 2010 2009 Customer relationships ...Internally developed technology...Acquired trade names...Less accumulated amortization ...Broadband wireless licenses âˆ' indefinite life asset...XO trade name âˆ' indefinite life asset ...Goodwill âˆ' inde...

  • Page 67
    ... million shares of its 6% Class A convertible preferred stock (the ''Preferred Stock Offering'') for net proceeds of $199.4 million. Affiliates of Carl C. Icahn, the Chairman of the Company's Board of Directors and majority shareholder, (the ''Chairman''), purchased 95% of the preferred shares sold...

  • Page 68
    ... a share price of $4.62, a premium of approximately 20.0% above the trading price of the common stock on the closing date of the Preferred Stock Offering. The Company was also able, at its sole option, to redeem the Class A preferred stock at any time after August 5, 2007 if the average market price...

  • Page 69
    ... stock of the Company, or a merger pursuant to Section 253 of the Delaware General Corporation Law (''Delaware Law'')), if as a result of such transaction, the Purchasers or their affiliates would own at least 90% of the outstanding shares of each class of the Company's capital stock, of which class...

  • Page 70
    ... shares of common stock at a price below the then prevailing market price of the Company's common stock. Each issued and outstanding share of Class B convertible preferred stock will be entitled to the number of votes equal to the number of shares of common stock into which each such share of Class...

  • Page 71
    XO Holdings, Inc. Notes to Consolidated Financial Statements 10. REDEEMABLE PREFERRED STOCK âˆ' (continued) preferred stock will vote as a single class together with the holders of common stock and all other shares of the Company which are granted rights to vote. As of December 31, 2010, the ...

  • Page 72
    ... of stock option activity as of December 31, 2010, and changes during the year then ended is presented below: Weighted Average Exercise Price Weighted Average Remaining Contractual Term Number of Shares Outstanding at December Forfeited...Expired ...Outstanding at December 31, 2009...31, 2010...

  • Page 73
    ...average grant date price per Weighted average exercise price ...Range of expected volatility ...Range of risk free interest rate ...Dividend yield ...Expected term (in years) ... share ... of ... Company ... stock ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $1.32 $5.00 61...

  • Page 74
    ...fire Holding Corporation (''Starfire''), the parent entity of an affiliated group of corporations controlled by Mr. Carl Icahn. In January 2004, the Company deconsolidated from Starfire and under a tax allocation agreement, Starfire was required to reimburse the Company each year going forward...

  • Page 75
    XO Holdings, Inc. Notes to Consolidated Financial Statements 14. INCOME TAXES âˆ' (continued) Income tax (benefit) expense is as follows (in thousands): 2010 Year ended December 31, 2009 2008 Current income tax (benefit) expense: State ...Foreign...Total current income tax (benefit) expense ...

  • Page 76
    ... for the Company's U.S. federal income tax return and certain state income tax returns including California, New Jersey, Texas, and Virginia remain open for the tax years 2007 through 2010. The IRS audit of the Company's 2003 and short tax year ended January 16, 2004 federal income tax returns...

  • Page 77
    ...the Chairman are members of the Company's Board of Directors and certain of its committees. Under applicable law and the Company's Certificate of Incorporation and By-laws, certain actions cannot be taken without the approval of holders of a majority of the Company's voting stock, including mergers...

  • Page 78
    ...'s Board of Directors and the Special Committee, resigned from the Special Committee. 16. COMMITMENTS AND CONTINGENCIES Leases The majority of the Company's operating leases are for real property, which includes administrative and sales offices, central switching offices, network nodes, data centers...

  • Page 79
    XO Holdings, Inc. Notes to Consolidated Financial Statements 16. COMMITMENTS AND CONTINGENCIES âˆ' (continued) Future minimum lease commitments under operating leases that had initial non-cancelable lease terms in excess of one year as of December 31, 2010 are as follows (in thousands): 2011 ...2012...

  • Page 80
    ... this case on the Company, if any, is not known at this time. Zheng Derivative Class Action Litigation On or about June 3, 2010, Youlu Zheng filed a class action complaint in the Supreme Court of the State of New York, County of New York against the Chairman, Carl Grivner, Adam Dell, Fredrik Gradin...

  • Page 81
    ... on the Company, if any, is not known at this time. Murphy Class Action Complaint On or about January 28, 2011, Murphy filed a shareholder class action complaint in the Supreme Court of the State of New York, County of New York against XO Holdings, Inc., the Chairman, Carl Grivner, Vincent Intrieri...

  • Page 82
    ... of the individual board members and/or the interests of the Chairman ahead of the interests of the shareholders. The case is under consideration and the effect of this case on the Company, if any, is not known at this time. Other Contingencies The Universal Service Administrative Company (''USAC...

  • Page 83
    ... executive officer and our principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with United States generally accepted accounting principles...

  • Page 84
    PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference to our definitive Proxy Statement for the 2011 Annual Meeting of Stockholders (the ''Proxy Statement''). The Proxy Statement will be filed with the SEC within...

  • Page 85
    ...exhibit 10.1 filed with the Current Report on Form 8-K of XO Communications, Inc. filed on February 24, 2004). Agreement and Plan of Merger, dated as of February 28, 2006 by and among XO Communications, Inc., XO Holdings, Inc. and XO Communications, LLC (incorporated herein by reference to exhibit...

  • Page 86
    ... its 2004 Annual Meeting of Stockholders).(1) Employment Term Sheet, dated as of April 30, 2003, between XO Communications, Inc. and Carl J. Grivner, President and Chief Executive Officer of XO Communications, Inc. (incorporated by reference to exhibit 10.1 filed with the Quarterly Report on Form...

  • Page 87
    ... reference to exhibit 10.3 filed with the Quarterly Report on Form 10-Q of XO Holdings, Inc. for the quarter ended June 30, 2009).(2) Revolving Promissory Note, dated as of October 8, 2010, by and between XO Communications, LLC and Arnos Corp. (incorporated by reference to Exhibit 10.1 filed with...

  • Page 88
    ... the undersigned thereunto duly authorized. XO HOLDINGS, INC. March 31, 2011 /s/ Carl J. Grivner Carl J. Grivner President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on or before March 31...

  • Page 89
    XO Holdings, Inc. Schedule II Valuation and Qualifying Accounts For The Years Ended December 31, 2010, 2009 and 2008 (in thousands) Additions Charged to Charged to costs and other expenses accounts Beginning Balance Deductions Ending Balance Allowance for doubtful accounts 2008 ...2009 ...2010 ...

  • Page 90
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  • Page 91
    ....1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Carl J. Grivner, certify that: 1. 2. I have reviewed this Form 10-K of XO Holdings, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make statements made, in...

  • Page 92
    ... such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles...

  • Page 93
    ... with the Annual Report of XO Holdings, Inc. (the ''registrant'') on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the ''Report'') we, Carl J. Grivner, Chief Executive Officer, and Laura W. Thomas, Senior Vice President and...

  • Page 94
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