株探米国株
日本語 英語
エドガーで原本を確認する
0001929561FALSE00019295612024-05-022024-05-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 2, 2024
 
RXO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41514 88-2183384
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
11215 North Community House Road 28277
Charlotte, NC
(Address of principal executive offices) (Zip Code)
 
(980) 308-6058
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading
symbol(s)
 
Name of each exchange on which
registered
Common stock, par value $0.01 per share
  RXO   New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 





Item 2.02.    Results of Operations and Financial Condition.
On May 2, 2024, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01.    Regulation FD Disclosure.
On May 2, 2024, the Company released a slide presentation related to its results of operations for the fiscal quarter ended March 31, 2024. A copy of this slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The slide presentation should be read together with the Company’s filings with the Securities and Exchange Commission, including the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 once available.
The information furnished in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.   Description
99.1  
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: May 2, 2024
RXO, INC.  
 
By: /s/ James E. Harris  
James E. Harris  
Chief Financial Officer  
 
 
 

EX-99.1 2 rxo2024q1pressrelease.htm EX-99.1 Document

Exhibit 99.1
capture.jpg

RXO Announces First-Quarter Results,
Including Double-Digit Brokerage Volume Growth
for Fourth-Consecutive Quarter
•Brokerage volume increased by 11% year-over-year, with full-truckload volume growth of 8% and less-than-truckload volume growth of 29% year-over-year
•Brokerage and companywide gross margin improved every month as the quarter progressed
•Companywide gross margin of 17.4%; brokerage gross margin of 14.2%
•Companywide sales pipeline the largest it has been in four years

CHARLOTTE, N.C. — May 2, 2024 — RXO (NYSE: RXO) today announced its financial results for the first quarter of 2024.
Drew Wilkerson, chief executive officer of RXO, said, “RXO continued to deliver exceptional brokerage volume growth and strong margin performance in the first quarter of 2024, despite persistent softness in the freight market. Our brokerage business achieved double-digit volume growth for the fourth-consecutive quarter, with gross margin of 14.2%. Our complementary services continued to perform well, and our companywide sales pipeline is the largest it’s been in four years.
“We remain focused on gaining profitable market share, making strategic investments and staying disciplined on cost,” Wilkerson said. “In the first quarter, gross margin increased every month, and we enter the second quarter with improved momentum. We expect to deliver a significant increase in adjusted EBITDA sequentially. RXO is well positioned to continue to outperform and deliver significant earnings growth when the market improves.”
Companywide Results
RXO’s revenue was $0.9 billion for the first quarter, compared to $1.0 billion in the first quarter of 2023. Gross margin was 17.4%, compared to 18.7% in the first quarter of 2023.
The company reported a first-quarter 2024 GAAP net loss of $15 million, compared to $0 of net income in the first quarter of 2023. The first-quarter 2024 GAAP net loss included $12 million in transaction, integration and restructuring costs. The adjusted net loss in the quarter was $4 million, compared to adjusted net income of $13 million in the first quarter of 2023.
Adjusted EBITDA was $15 million, compared to $37 million in the first quarter of 2023. Adjusted EBITDA margin was 1.6%, compared to 3.7% in the first quarter of 2023.
Transaction, integration and restructuring costs, and amortization of intangibles, impacted GAAP earnings per share by $0.10, net of tax. For the first quarter, RXO reported a GAAP diluted loss per share of $0.13. The adjusted diluted loss per share was $0.03.
RXO 1Q 2024 Earnings Press Release | 1


Brokerage
RXO’s brokerage business grew volume 11% year-over-year in the first quarter, including full truckload volume growth of 8% and less-than-truckload volume growth of 29%. Brokerage gross margin was 14.2% in the first quarter.
Brokerage contract volume increased by 18% year-over-year in the first quarter.
The company expects brokerage volumes to continue to grow on a year-over-year basis in the second quarter of 2024.
Complementary Services
RXO’s complementary services gross margin was 20.6% for the quarter, down 20 basis points year-over-year. Loads provided by RXO’s managed transportation business to its brokerage business increased year-over-year.
Second-Quarter Outlook
RXO expects second-quarter 2024 companywide adjusted EBITDA to be between $24 million and $30 million. The company expects second-quarter 2024 brokerage gross margin to be between 13% and 15%.
Conference Call
The company will hold a conference call and webcast on Thursday, May 2 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at 1-888-259-6580; international callers dial +1-416-764-8624. The conference ID is 34295742.
A live webcast of the conference call will be available on the investor relations area of the company’s website, http://investors.rxo.com. A replay of the conference call will be available through May 23, 2024, by calling toll-free (from U.S./Canada) 1-877-674-7070; international callers dial +1-416-764-8692. Use the passcode 295742#. Additionally, the call will be archived on http://investors.rxo.com.
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation, freight forwarding and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.
Media Contact
Erin Kelly
erin.kelly@rxo.com

Investor Contact
Kevin Sterling
kevin.sterling@rxo.com

RXO 1Q 2024 Earnings Press Release | 2


Non-GAAP Financial Measures
We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.

The non-GAAP financial measures in this release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”); adjusted EBITDA margin; and adjusted net income (loss) and adjusted diluted earnings (loss) per share (“adjusted EPS”).

We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.

Adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance.

We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income (loss) and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business.

With respect to our financial outlook for the second quarter of 2024 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation.
Forward-looking Statements
This release includes forward-looking statements, including statements relating to our 2024 outlook. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; governmental regulation and political conditions; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our
RXO 1Q 2024 Earnings Press Release | 3


growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; a determination by the IRS that the distribution or certain related separation transactions should be treated as taxable transactions; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
RXO 1Q 2024 Earnings Press Release | 4



RXO, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended March 31,
(Dollars in millions, shares in thousands, except per share amounts) 2024 2023
Revenue $ 913  $ 1,010 
Cost of transportation and services (exclusive of depreciation and amortization) 699  759 
Direct operating expense (exclusive of depreciation and amortization) 53  61 
Sales, general and administrative expense 145  153 
Depreciation and amortization expense 16  18 
Transaction and integration costs
Restructuring costs 11 
Operating income (loss) $ (12) $
Other expense — 
Interest expense, net
Loss before income taxes $ (21) $ (3)
Income tax benefit (6) (3)
Net income (loss) $ (15) $ — 
Earnings (loss) per share data
Basic earnings (loss) per share $ (0.13) $ — 
Diluted earnings (loss) per share $ (0.13) $ — 
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding 117,217 116,600
Diluted weighted-average common shares outstanding 117,217 119,369
RXO 1Q 2024 Earnings Press Release | 5


RXO, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

March 31, December 31,
(Dollars in millions, shares in thousands, except per share amounts) 2024 2023
ASSETS
Current assets
Cash and cash equivalents $ $
Accounts receivable, net of $10 and $12 in allowances, respectively 716  743 
Other current assets 47  48 
Total current assets 770  796 
Long-term assets
Property and equipment, net of $305 and $293 in accumulated depreciation, respectively 121  124 
Operating lease assets 200  195 
Goodwill 630  630 
Identifiable intangible assets, net of $121 and $118 in accumulated amortization, respectively 65  68 
Other long-term assets 13  12 
Total long-term assets 1,029  1,029 
Total assets $ 1,799  $ 1,825 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 372  $ 414 
Accrued expenses 220  199 
Short-term debt and current maturities of long-term debt 16 
Short-term operating lease liabilities 54  53 
Other current liabilities 12  13 
Total current liabilities 674  682 
Long-term liabilities
Long-term debt and obligations under finance leases 351  356 
Deferred tax liability
Long-term operating lease liabilities 150  146 
Other long-term liabilities 41  40 
Total long-term liabilities 543  549 
Commitments and Contingencies
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023 —  — 
Common stock, $0.01 par value; 300,000 shares authorized; 117,544 and 117,026 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital 593  590 
Retained earnings (Accumulated deficit) (9)
Accumulated other comprehensive loss (3) (3)
Total equity 582  594 
Total liabilities and equity $ 1,799  $ 1,825 



RXO 1Q 2024 Earnings Press Release | 6



RXO, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Three Months Ended March 31,
(In millions) 2024 2023
Operating activities
Net income (loss) $ (15) $ — 
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation and amortization expense 16  18 
Stock compensation expense
Deferred tax benefit (7) — 
Other
Changes in assets and liabilities
Accounts receivable 27  40 
Other assets (1) (14)
Accounts payable (41) (9)
Accrued expenses and other liabilities 21 
Net cash provided by operating activities 42 
Investing activities
Payment for purchases of property and equipment (11) (12)
Net cash used in investing activities (11) (12)
Financing activities
Proceeds from borrowings on revolving credit facilities 39  — 
Repayment of borrowings on revolving credit facilities (31) — 
Payment for tax withholdings related to vesting of stock compensation awards (2) (7)
Other —  (1)
Net cash provided by (used in) financing activities (8)
Effect of exchange rates on cash, cash equivalents and restricted cash — 
Net increase in cash, cash equivalents and restricted cash 23 
Cash, cash equivalents, and restricted cash, beginning of period 98 
Cash, cash equivalents, and restricted cash, end of period $ $ 121 
Supplemental disclosure of cash flow information:
Leased assets obtained in exchange for new operating lease liabilities $ 23  $ 10 
Cash paid for income taxes, net
Cash paid for interest, net — 
RXO 1Q 2024 Earnings Press Release | 7


RXO, Inc.
Revenue Disaggregated by Service Offering
(Unaudited)

Three Months Ended March 31,
(In millions) 2024 2023
Revenue
Truck brokerage $ 564 $ 600
Last mile 232 240
Managed transportation 97 117
Freight forwarding 55 80
Eliminations (35) (27)
Total $ 913 $ 1,010
RXO 1Q 2024 Earnings Press Release | 8


RXO, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)

Three Months Ended March 31,
(In millions) 2024 2023
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss) $ (15) $ — 
Interest expense, net
Income tax benefit (6) (3)
Depreciation and amortization expense 16  18 
Transaction and integration costs
Restructuring costs 11 
Adjusted EBITDA (1)
$ 15  $ 37 
Revenue $ 913  $ 1,010 
Adjusted EBITDA margin (1) (2)
1.6  % 3.7  %

(1)See the “Non-GAAP Financial Measures” section of the press release.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.


RXO 1Q 2024 Earnings Press Release | 9


RXO, Inc.
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share
(Unaudited)

Three Months Ended March 31,
(Dollars in millions, shares in thousands, except per share amounts) 2024 2023
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share
Net income (loss) $ (15) $ — 
Amortization of intangible assets
Transaction and integration costs
Restructuring costs 11 
Income tax associated with adjustments above (1)
(4) (4)
Adjusted net income (loss) (2)
$ (4) $ 13 
Adjusted diluted earnings (loss) per share (2)
$ (0.03) $ 0.11 
Weighted-average shares outstanding
Diluted weighted-average shares outstanding 117,217 119,369

(1)The tax impact of non-GAAP adjustments represents the tax expense calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net income (loss). Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied.
(2)See the “Non-GAAP Financial Measures” section of the press release.
RXO 1Q 2024 Earnings Press Release | 10


RXO, Inc.
Calculation of Gross Margin and Gross Margin as a Percentage of Revenue
(Unaudited)

Three Months Ended March 31,
(Dollars in millions) 2024 2023
Revenue
Truck brokerage $ 564 $ 600
Complementary services (1)
384 437
Eliminations (35) (27)
Revenue $ 913 $ 1,010
Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage $ 484 $ 502
Complementary services (1)
250 284
Eliminations (35) (27)
Cost of transportation and services (exclusive of depreciation and amortization) $ 699 $ 759
Direct operating expense (exclusive of depreciation and amortization)
Truck brokerage $ $
Complementary services (1)
53 61
Direct operating expense (exclusive of depreciation and amortization) $ 53 $ 61
Direct depreciation and amortization expense
Truck brokerage $ $
Complementary services (1)
2 1
Direct depreciation and amortization expense $ 2 $ 1
Gross margin
Truck brokerage $ 80 $ 98
Complementary services (1)
79 91
Gross margin $ 159 $ 189
Gross margin as a percentage of revenue
Truck brokerage 14.2  % 16.3  %
Complementary services (1)
20.6  % 20.8  %
Gross margin as a percentage of revenue 17.4  % 18.7  %

(1)Complementary services include freight forwarding, last mile and managed transportation services.
RXO 1Q 2024 Earnings Press Release | 11
EX-99.2 3 earningspresentation-q12.htm EX-99.2 earningspresentation-q12
First Quarter 2024 Results May 2, 2024


 
2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation. The non-GAAP financial measures in this presentation include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”); free cash flow and free cash flow as a percentage of adjusted EBITDA (“free cash flow conversion”); adjusted free cash flow and adjusted free cash flow as a percentage of adjusted EBITDA (“adjusted free cash flow conversion”); net debt, gross leverage and net leverage; and adjusted net income and adjusted diluted earnings per share (“adjusted diluted EPS”). We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted diluted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance. We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income and adjusted diluted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business. We believe that free cash flow, free cash flow conversion, adjusted free cash flow and adjusted free cash flow conversion are important measures of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value, and may assist investors with assessing trends in our underlying business. We calculate free cash flow as net cash provided by operating activities less payment for purchases of property and equipment plus proceeds from sale of property and equipment. We define adjusted free cash flow as free cash flow less cash paid for transaction, integration, restructuring and other costs. We believe that net debt, gross leverage and net leverage are important measures of our overall liquidity position. Net debt is calculated by removing cash and cash equivalents from the principal balance of our total debt. Gross leverage is calculated as the principal balance of our total debt as a ratio of trailing twelve months adjusted EBITDA. Net leverage is calculated as net debt as a ratio of trailing twelve months adjusted EBITDA. With respect to our financial outlook for the second quarter of 2024 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation. Forward-looking statements This presentation includes forward-looking statements, including statements relating to our outlook and 2024 assumptions. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan,“ "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; governmental regulation and political conditions; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; a determination by the IRS that the distribution or certain related separation transactions should be treated as taxable transactions; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this presentation are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this presentation speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.


 
3 Q1 2024 highlights 1 Solid execution in a prolonged soft freight market 2 Improving brokerage profitability 3 Continued companywide sales pipeline momentum 4 Strategic technology and growth investments 5 Strong liquidity position


 
4 First-quarter financial and operating results Solid execution in a prolonged soft freight market Adjusted EBITDA and margin %1 Brokerage y/y volume growth $189M $159M $0 $50 $100 $150 $200 $250 $300 Q1 23 Q1 24 17.4% 18.7% Gross margin $ and % 1 See the “Non-GAAP financial measures” section. $37M $15M 540.00% 545.00% 550.00% 555.00% 560.00% 565.00% 570.00% 575.00% 580.00% 585.00% 590.00% $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 Q1 23 Q1 24 1.6% 3.7% + 11%


 
5 Diversified business; brokerage market share gains with strong margins Revenue by service offeringBrokerage • Volume growth of 11% y/y – Full-truckload volume growth of 8% y/y – LTL volume growth of 29% y/y • Strong profitability, gross margin of 14.2% Complementary services • Managed Trans. y/y synergy volumes up strongly • Managed Trans. awarded or onboarding $350M FUM in 1H 2024 • Optimized hub network and decreased cost of purchased transportation in Last Mile • Gross margin 20.6% 59%24% 10% 6% Truck Brokerage Last Mile Managed Transportation Freight Forwarding Excludes impact of eliminations. Numbers may not add up to 100% due to rounding.


 
6 Continuing to invest in the future Growth and productivity investments 1 Brokerage headcount defined as customer and carrier representatives. Multiple technology enhancements to the RXO platform ‒ Increased dedicated lane capabilities to improve carrier engagement ‒ Contract pricing automation for cross-border freight ‒ Generative AI capabilities, including tools for sales enablement ‒ Increased fraud protection measures Continue to invest in other modes of transportation ‒ Added increased LTL automation capabilities across the order lifecycle ‒ New integration to provide real-time intermodal container tracking data Remain staffed for growth while driving productivity gains ‒ Rolling twelve-month loads per head per day increased by over 18%1 y/y ‒ Process automation driving increased workforce productivity 97% Q1 loads created or covered digitally 76% 7-day carrier retention


 
7 A continuous improvement mindset Cost Management Actions • Increasing employee productivity • Streamlining corporate costs • Rationalizing vendor spend • Optimizing real estate footprint • Increasing efficiencies with process improvement RXO now expects at least $35M of annualized P&L savings in 2024 Results • 2024 actions will now result in at least $35M of annualized P&L savings (vs. at least $25M prior) • 2H 2024 will fully benefit from annualized impact of actions • Majority of cost reduction structural in nature


 
8 Q1 2024 adjusted EPS bridge Earnings per share Q1-24 Q1-23 GAAP Diluted EPS $(0.13) $ 0.00 Amortization of intangible assets 0.03 0.03 Transaction, integration and restructuring costs 0.10 0.12 Income tax associated with adjustments above1 (0.03) (0.04) Adjusted Diluted EPS2 $(0.03) $ 0.11 RXO reported Q1 2024 adjusted diluted EPS of ($0.03) 1 The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net income (loss). Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the “Non-GAAP financial measures” section.


 
9 Trailing six-month cash walks Note: In millions. 1 Adjusted EBITDA and Adjusted FCF are non-GAAP financial measures. 2 Adjusted EBITDA excludes certain NEO spin-related stock-based compensation. Adj. free cash flow impacted by lower levels of profitability at this stage of the freight cycle Adjusted free cash flow Cash balance1


 
10 Q1 capital structure snapshot Capital structure (millions) Q1 2024 Notes due 2027 $ 355 Revolver - Finance leases, asset financing & ST debt 20 Total debt, principal balance $ 375 Less: cash 7 Net debt1 $ 368 Committed liquidity (millions) Q1 2024 Cash $ 7 Revolver 600 Total capacity $ 607 1 See the “Non-GAAP financial measures” section. 2 See appendix for calculations of gross and net leverage. • Enhanced flexibility with Amendment to Revolving Credit Agreement • RXO continues to have a strong liquidity position • LTM leverage increased as RXO cycled through higher adj. EBITDA quarters 3.0x 2.9x Leverage1,2 Proactively amended terms to Revolving Credit Agreement in the quarter


 
11 Historical y/y brokerage revenue per load and gross margin trends -7% -14% -16% -13% -10% -8% 21% 41% 49% 45% 18% 11% 12% 7% -10% -23% -32% -33% -26% -20% -15% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Rev / LD (% y/y) Brokerage GM % Consistently strong brokerage gross margin across freight cycles • Q1 y/y revenue per load decline moderated ~500 basis points when compared to Q4 – Third consecutive quarter of y/y improvement – Expect another y/y improvement in Q2 2024 • Revenue per load declined high-single digit % y/y in Q1 when adjusted for length of haul, mix and changes in fuel prices – High-single digit % decline improved vs. last quarter and in-line with market 2019 2020 2021 2022 2023 2024


 
12 Q1 monthly brokerage gross margin trends Brokerage gross margin and gross profit per load improved every month • Market loosened as the quarter progressed ‒ January weather tightened the market, without resulting in spot opportunities ‒ Load-to-truck ratio, tender rejections and linehaul spot rates moved lower ‒ Continued excess TL capacity, net carrier exits slowed • RXO specific buy-side actions ‒ January profitability impacted by inclement weather ‒ Leveraged proprietary pricing algorithms and continued to procure capacity effectively ‒ Moved quickly to reduce cost of purchased transportation in February and March Monthly gross profit and margin trends


 
13 Historical volume and gross profit per load trends RXO’s brokerage gross profit per load decreased sequentially in Q1, primarily due to January weather


 
14 Q2 2024 outlook and FY 2024 modeling assumptions • Positive year-over-year brokerage volume growth – Full truckload: down low-to-mid single digits – LTL: up more than 30% • Brokerage gross margin: 13%-15% • Companywide adjusted EBITDA1 : $24-$30M Q2 2024 outlook FY 2024 modeling assumptions • Capital expenditures: $40-$50M • Depreciation: $56-$58M, Amortization of intangibles: ~$12M • Stock-based compensation: $24-$26M • Restructuring + transaction & integration expenses: $20-$25M • Net interest expense: $31-$33M • Adjusted effective tax rate: ~30% • Diluted weighted-average shares outstanding: ~120 million 1 See the “Non-GAAP financial measures” section.


 
15 Key investment highlights 1 Large addressable market with secular tailwinds 2 Track record of above-market growth and high profitability 3 Proprietary technology drives productivity, volume and margin expansion 4 Long-term relationships with blue-chip customers 5 Market-leading platform with complementary transportation solutions 6 Tiered approach to sales drives multi-faceted growth opportunities 7 Diverse exposure across attractive end markets 8 Experienced and proven leadership team


 
16 Appendix


 
17 Financial reconciliations 1 See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. 3 Trailing six months ended March 31, 2024 is calculated as the three months ended March 31, 2024 plus the three months ended December 31, 2023. 4 Trailing twelve months ended March 31, 2024 is calculated as the three months ended March 31, 2024 plus the twelve months ended December 31, 2023 less the three months ended March 31, 2023. Reconciliation of net income (loss) to adjusted EBITDA and adjusted EBITDA margin Six Months Ended March 31, Three Months Ended December 31, Twelve Months Ended March 31, Year Ended December 31, (Dollars in millions) 2024 2023 2024 3 2023 2024 4 2023 Net income (loss) (15)$ -$ (13)$ 2$ (11)$ 4$ Interest expense, net 8 8 16 8 32 32 Income tax provision (benefit) (6) (3) (4) 2 (3) - Depreciation and amortization expense 16 18 31 15 65 67 Transaction and integration costs 1 6 1 - 7 12 Restructuring and other costs 11 8 15 4 20 17 Adjusted EBITDA 1 15$ 37$ 46$ 31$ 110$ 132$ Revenue 913$ 1,010$ 1,891$ 978$ 3,830 3,927 Adjusted EBITDA margin 1, 2 1.6% 3.7% 2.4% 3.2% 2.9% 3.4% Three Months Ended March 31,


 
18 Financial reconciliations (cont.) 1 The tax impact of non-GAAP adjustments represents the tax expense calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net income (loss). Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the "Non-GAAP financial measures" section. (Dollars in millions, shares in thousands, except per share amounts) 2024 2023 Net income (loss) (15)$ -$ Amortization of intangible assets 3 3 Transaction and integration costs 1 6 Restructuring costs 11 8 Income tax associated with the adjustments above 1 (4) (4) Adjusted net income (loss) 2 (4)$ 13$ Adjusted diluted earnings (loss) per share 2 (0.03)$ 0.11$ Weighted-average common shares outstanding Diluted weighted-average common shares outstanding 117,217 119,369 Reconciliation of net income (loss) to adjusted net income (loss) and adjusted diluted earnings (loss) per share Three Months Ended March 31,


 
19 1 See the “Non-GAAP financial measures” section. 2 Includes the cash component of these line items. 3 Adjusted EBITDA for all periods presented is reconciled above. 4 Free cash flow conversion from adjusted EBITDA is calculated as free cash flow divided by adjusted EBITDA. 5 Adjusted free cash flow conversion from adjusted EBITDA is calculated as adjusted free cash flow divided by adjusted EBITDA. Financial reconciliations (cont.) Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow Six Months Ended March 31, Three Months Ended December 31, (Dollars in millions) 2024 2023 2024 2023 Net cash provided by operating activities 7$ 42$ 26$ 19$ Payment for purchases of property and equipment (11) (12) (29) (18) Free cash flow 1 (4)$ 30$ (3)$ 1$ Transaction and integration costs 2 - 4 1 1 Restructuring and other costs 2 5 3 9 4 Adjusted free cash flow 1 1$ 37$ 7$ 6$ Adjusted EBITDA 1, 3 15$ 37$ 46$ 31$ Free cash flow conversion from adjusted EBITDA 1, 4 -26.7% 81.1% -6.5% 3.2% Adjusted free cash flow conversion from adjusted EBITDA 1, 5 6.7% 100.0% 15.2% 19.4% Three Months Ended March 31,


 
20 Financial reconciliations (cont.) 1 Complementary services include freight forwarding, last mile and managed transportation services. Calculation of gross margin and gross margin as a percentage of revenue               (Dollars in millions)   2024   2023 Revenue         Truck brokerage   564$   600$ Complementary services 1   384   437 Eliminations   (35)   (27) Revenue   913$   1,010$           Cost of transportation and services (exclusive of depreciation and amortization)         Truck brokerage   484$   502$ Complementary services 1   250   284 Eliminations   (35)   (27) Cost of transportation and services (exclusive of depreciation and amortization)   699$   759$           Direct operating expense (exclusive of depreciation and amortization)         Truck brokerage   -$   -$ Complementary services 1   53   61 Direct operating expense (exclusive of depreciation and amortization)   53$   61$ Direct depreciation and amortization expense Truck brokerage -$ -$ Complementary services 1 2 1 Direct depreciation and amortization expense   2$ 1$ Gross margin         Truck brokerage   80$ 98$ Complementary services 1   79 91 Gross margin   159$   189$           Gross margin as a percentage of revenue         Truck brokerage   14.2%   16.3% Complementary services 1   20.6%   20.8% Gross margin as a percentage of revenue   17.4%   18.7% Three Months Ended March 31,


 
21 Financial reconciliations (cont.) 1 See the “Non-GAAP financial measures” section. 2 See reconciliation of net income (loss) to adjusted EBITDA. 3 Represents stock compensation expense and other non-recurring items included in sales, general and administrative expense. March 31, (Dollars in millions) 2024 Reconciliation of Bank Adjusted EBITDA   Adjusted EBITDA 1, 2 for the trailing twelve months ended March 31, 2024 110$ Adjustments per credit agreement 3 for the trailing twelve months ended March 31, 2024 17 Bank Adjusted EBITDA 127$ Calculation of Gross Leverage Total debt, principal balance 375$ Bank Adjusted EBITDA 127 Gross Leverage 1 3.0x Calculation of Net Leverage Net debt 1 368$ Bank Adjusted EBITDA 127 Net Leverage 1 2.9x Reconciliation of Bank Adjusted EBITDA; Calculation of Gross Leverage and Net Leverage