Form 8-K - Current report

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): August 7, 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 August 7, 2024, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 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 August 7, 2024, the Company released a slide presentation related to its results of operations for the fiscal quarter ended June 30, 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 June 30, 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						Press Release, dated August 7 , 2024, issued by RXO, Inc.

99.2						Investor Presentation, dated August 7 , 2024.

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: August 7, 2024	RXO, INC.

	By:	/s/ James E. Harris
		James E. Harris
		Chief Financial Officer

Exhibit 99.1

RXO Reports Second-Quarter Results Including Brokerage Volume Growth, Increased Last Mile Stops and New Managed Transportation Awards

•Companywide gross margin of 19.0%; Brokerage gross margin of 14.7%

•Brokerage volume increased by 4%; less-than-truckload volume grew 40% and full truckload volume declined by 2% year-over-year

•Last Mile stops grew 7% year-over-year, the fastest rate in nearly two years

•Managed Transportation was awarded more than $200 million in freight under management

•Acquisition of Coyote Logistics on track to close in the first half of the fourth quarter

CHARLOTTE, N.C. — August 7, 2024 — RXO (NYSE: RXO) today announced its financial results for the second quarter of 2024.

Drew Wilkerson, chief executive officer of RXO, said, “In the second quarter, RXO continued to execute well, including achieving 4% Brokerage volume growth despite the prolonged soft freight market. We focused on effectively managing our cost of purchased transportation and achieved Brokerage gross margin of 14.7%. Our complementary services were also a significant contributor to our performance. Last Mile stops grew at the fastest rate in nearly two years, and our Managed Transportation business was awarded more than $200 million in freight under management and continued to grow year-over-year synergy loads it provides to our Brokerage business.

“Our playbook, which keeps us focused on growing profitably, strategically investing in our business and controlling costs, will position us for rapid earnings growth when the market inflects,” Wilkerson said. “We’re on track to close the acquisition of Coyote in the first half of the fourth quarter, and we’re excited about delivering above-market results at greater scale.”

Companywide Results

RXO’s revenue was $930 million for the second quarter, compared to $963 million in the second quarter of 2023. Gross margin was 19.0%, compared to 18.6% in the second quarter of 2023.

The company reported a second-quarter 2024 GAAP net loss of $7 million, compared to $3 million of net income in the second quarter of 2023. The second-quarter 2024 GAAP net loss included $11 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $4 million, compared to $10 million in the second quarter of 2023.

Adjusted EBITDA was $28 million, compared to $38 million in the second quarter of 2023. Adjusted EBITDA margin was 3.0%, compared to 3.9% in the second quarter of 2023.

Transaction, integration, restructuring and other costs, and amortization of intangibles, impacted GAAP earnings per share by $0.09, net of tax. For the second quarter, RXO reported a GAAP diluted loss per share of $0.06. Adjusted diluted earnings per share was $0.03.

RXO 2Q 2024 Earnings Press Release | 1

Brokerage

RXO’s Brokerage business grew volume 4% year-over-year in the second quarter, including a 40% increase in less-than-truckload volume partially offset by a 2% decline in full truckload volume. Brokerage gross margin was 14.7% in the second quarter.

Brokerage contract volume increased by 9% year-over-year in the second quarter. Full truckload contract volume has grown by more than 40% since the second quarter of 2021.

Complementary Services

RXO’s complementary services gross margin was 23.0% for the quarter, up 170 basis points year-over-year.

Managed Transportation was awarded more than $200 million in freight under management in the quarter. The business has more than $1.6 billion of new freight under management in its sales pipeline.

Loads provided by RXO’s Managed Transportation business to its Brokerage business increased year-over-year.

The number of Last Mile stops grew by 7% year-over-year, the fastest growth rate in nearly two years.

Third-Quarter Outlook

RXO expects third-quarter 2024 companywide adjusted EBITDA to be between $28 million and $34 million. The company expects third-quarter 2024 Brokerage gross margin to be between 13% and 15%.

Conference Call

The company will hold a conference call and webcast on Wednesday, August 7 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at 1-800-549-8228; international callers dial +1-289-819-1520. The conference ID is 70115.

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 August 28, 2024, by calling toll-free (from U.S./Canada) 1-888-660-6264; international callers dial +1-289-819-1325. Use the passcode 70115#. 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 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 2Q 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 third 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 third-quarter outlook and acquisition of Coyote Logistics. 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: potential delays in consummating the potential transaction to acquire Coyote Logistics; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement for the potential transaction; the effect of the pendency or completion of the potential transaction on the parties' business relationships and business generally; 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;

RXO 2Q 2024 Earnings Press Release | 3

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 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 2Q 2024 Earnings Press Release | 4

RXO, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions, shares in thousands, except per share amounts)	2024		2023		2024		2023
Revenue	$	930	$	963	$	1,843	$	1,973
Cost of transportation and services (exclusive of depreciation and amortization)	700		723		1,399		1,482
Direct operating expense (exclusive of depreciation and amortization)	50		59		103		120
Sales, general and administrative expense	154		144		299		297
Depreciation and amortization expense	17		18		33		36
Transaction and integration costs	7		4		8		10
Restructuring costs	2		1		13		9
Operating income (loss)	$	—	$	14	$	(12)	$	19
Other expense	—		—		1		—

Interest expense, net	8		8		16		16
Income (loss) before income taxes	$	(8)	$	6	$	(29)	$	3
Income tax provision (benefit)	(1)		3		(7)		—
Net income (loss)	$	(7)	$	3	$	(22)	$	3

Earnings (loss) per share data
Basic earnings (loss) per share	$	(0.06)	$	0.03	$	(0.19)	$	0.03
Diluted earnings (loss) per share	$	(0.06)	$	0.03	$	(0.19)	$	0.03

Weighted-average common shares outstanding
Basic weighted-average common shares outstanding	117,579		116,894		117,398		116,748
Diluted weighted-average common shares outstanding	117,579		119,457		117,398		119,414

RXO 2Q 2024 Earnings Press Release | 5

RXO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	June 30,		December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	7	$	5
Accounts receivable, net of $9 and $12 in allowances, respectively	725		743
Other current assets	44		48
Total current assets	776		796
Long-term assets
Property and equipment, net of $319 and $293 in accumulated depreciation, respectively	118		124
Operating lease assets	210		195
Goodwill	630		630
Identifiable intangible assets, net of $124 and $118 in accumulated amortization, respectively	62		68
Other long-term assets	17		12
Total long-term assets	1,037		1,029
Total assets	$	1,813	$	1,825
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	382	$	414
Accrued expenses	197		199
Short-term debt and current maturities of long-term debt	16		3
Short-term operating lease liabilities	54		53
Other current liabilities	13		13
Total current liabilities	662		682
Long-term liabilities
Long-term debt and obligations under finance leases	370		356
Deferred tax liabilities	—		7
Long-term operating lease liabilities	160		146
Other long-term liabilities	42		40
Total long-term liabilities	572		549
Commitments and Contingencies
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value; 300,000 shares authorized; 117,607 and 117,026 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	1		1
Additional paid-in capital	599		590
Retained earnings (Accumulated deficit)	(16)		6

Accumulated other comprehensive loss	(5)		(3)
Total equity	579		594
Total liabilities and equity	$	1,813	$	1,825

RXO 2Q 2024 Earnings Press Release | 6

RXO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(In millions)	2024		2023
Operating activities
Net income (loss)	$	(22)	$	3
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation and amortization expense	33		36
Stock compensation expense	11		11
Deferred tax expense (benefit)	(9)		2
Other	2		1
Changes in assets and liabilities
Accounts receivable	13		162
Other assets	1		(17)
Accounts payable	(27)		(73)
Accrued expenses and other liabilities	—		(59)

Net cash provided by operating activities	2		66
Investing activities
Payment for purchases of property and equipment	(22)		(28)


Net cash used in investing activities	(22)		(28)
Financing activities
Proceeds from borrowings on revolving credit facilities	119		—
Repayment of borrowings on revolving credit facilities	(92)		—
Payment for tax withholdings related to vesting of stock compensation awards	(3)		(9)
Repurchase of common stock	—		(2)

Repayment of debt and finance leases	(1)		(1)
Other	(1)		(1)
Net cash provided by (used in) financing activities	22		(13)
Effect of exchange rates on cash, cash equivalents and restricted cash	—		1
Net increase in cash, cash equivalents and restricted cash	2		26
Cash, cash equivalents, and restricted cash, beginning of period	5		98
Cash, cash equivalents, and restricted cash, end of period	$	7	$	124
Supplemental disclosure of cash flow information:
Leased assets obtained in exchange for new operating lease liabilities	$	49	$	36

Cash paid for income taxes, net	2		21
Cash paid for interest, net	15		17

RXO 2Q 2024 Earnings Press Release | 7

RXO, Inc.

Revenue Disaggregated by Service Offering

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Revenue
Truck brokerage	$	543	$	557	$	1,107	$	1,157
Last mile	265		261		497		501
Managed transportation	156		176		308		373
Eliminations	(34)		(31)		(69)		(58)
Total	$	930	$	963	$	1,843	$	1,973

RXO 2Q 2024 Earnings Press Release | 8

RXO, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA Margin

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2024			2023			2024			2023
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss)	$	(7)		$	3		$	(22)		$	3
Interest expense, net	8			8			16			16
Income tax provision (benefit)	(1)			3			(7)			—
Depreciation and amortization expense	17			18			33			36
Transaction and integration costs	7			4			8			10
Restructuring and other costs	4			2			15			10


Adjusted EBITDA (1)	$	28		$	38		$	43		$	75

Revenue	$	930		$	963		$	1,843		$	1,973
Adjusted EBITDA margin (1) (2)	3.0		%	3.9		%	2.3		%	3.8		%

(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 2Q 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 June 30,				Six Months Ended June 30,
(Dollars in millions, shares in thousands, except per share amounts)	2024		2023		2024		2023
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share
Net income (loss)	$	(7)	$	3	$	(22)	$	3
Amortization of intangible assets	3		3		6		6
Transaction and integration costs	7		4		8		10
Restructuring and other costs	4		2		15		10

Income tax associated with adjustments above (1)	(3)		(2)		(7)		(6)

Adjusted net income (loss) (2)	$	4	$	10	$	—	$	23

Adjusted diluted earnings (loss) per share (2)	$	0.03	$	0.08	$	—	$	0.19

Weighted-average shares outstanding
Diluted weighted-average shares outstanding	119,837		119,457		117,398		119,414

(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 2Q 2024 Earnings Press Release | 10

RXO, Inc.

Calculation of Gross Margin and Gross Margin as a Percentage of Revenue

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2024			2023			2024			2023
Revenue
Truck brokerage	$	543		$	557		$	1,107		$	1,157
Complementary services (1)	421			437			805			874
Eliminations	(34)			(31)			(69)			(58)
Revenue	$	930		$	963		$	1,843		$	1,973

Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage	$	462		$	471		$	946		$	973
Complementary services (1)	272			283			522			567
Eliminations	(34)			(31)			(69)			(58)
Cost of transportation and services (exclusive of depreciation and amortization)	$	700		$	723		$	1,399		$	1,482

Direct operating expense (exclusive of depreciation and amortization)
Truck brokerage	$	—		$	—		$	—		$	—
Complementary services (1)	50			59			103			120
Direct operating expense (exclusive of depreciation and amortization)	$	50		$	59		$	103		$	120

Direct depreciation and amortization expense
Truck brokerage	$	1		$	—		$	1		$	—
Complementary services (1)	2			2			4			3
Direct depreciation and amortization expense	$	3		$	2		$	5		$	3

Gross margin
Truck brokerage	$	80		$	86		$	160		$	184
Complementary services (1)	97			93			176			184
Gross margin	$	177		$	179		$	336		$	368

Gross margin as a percentage of revenue
Truck brokerage	14.7		%	15.4		%	14.5		%	15.9		%
Complementary services (1)	23.0		%	21.3		%	21.9		%	21.1		%
Gross margin as a percentage of revenue	19.0		%	18.6		%	18.2		%	18.7		%

(1)Complementary services include last mile and managed transportation services.

RXO 2Q 2024 Earnings Press Release | 11

Second Quarter 2024 Results August 7, 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 third 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: potential delays in consummating the potential transaction to acquire Coyote Logistics; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement for the potential transaction; the effect of the pendency or completion of the potential transaction on the parties' business relationships and business generally; 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 Q2 2024 highlights 1 Strong execution in a prolonged soft freight market 2 Solid Brokerage profitability and robust LTL volume growth 3 Momentum in Managed Transportation pipeline 4 Last Mile stops grew at the fastest rate in nearly two years 5 Strategic technology and growth investments

4 Second-quarter financial and operating results Strong execution in a prolonged soft freight market Adjusted EBITDA and margin %1 Brokerage y/y volume growth $179M $177M $100 $110 $120 $130 $140 $150 $160 $170 $180 $190 $200 Q2 23 Q2 24 19.0%18.6% Gross margin $ and % 1 See the “Non-GAAP financial measures” section. $38M $28M 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 Q2 23 Q2 24 3.0% 3.9%

5 Diversified portfolio; momentum across all lines of business Revenue by service offering 56% 27% 16% Truck Brokerage Last Mile Managed Transportation Excludes impact of eliminations. Numbers may not add up to 100% due to rounding. Brokerage • Volume growth of 4% y/y – LTL volume growth of 40% y/y – Full truckload volume decline of 2% y/y • Solid profitability; gross margin of 14.7% Complementary services • Managed Trans. synergy volumes up y/y • Managed Trans. awarded >$200M of FUM in Q2; sales pipeline >$1.6B in new FUM • Last Mile stops +7% y/y; highest growth in ~2 years • Gross margin 23.0%; +170 bps y/y

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 • Strengthened cross-border freight tracking and visibility • Enhanced AI pricing algorithm capabilities • Increased fraud and theft protection measures Continue to invest in other modes of transportation • Expanded LTL automation capabilities across the order lifecycle – Integration with Shiplify to reduce LTL variances – Enhancements to drive billing accuracy and time to bill Remain staffed for growth while driving productivity gains • Rolling twelve-month loads per person per day increased over 18% y/y1 • Process automation driving increased workforce productivity 97% Q2 loads created or covered digitally 75% 7-day carrier retention

7 Q2 2024 adjusted EPS bridge Earnings per share Q2-24 Q2-23 GAAP diluted EPS $(0.06) $ 0.03 Amortization of intangible assets 0.03 0.03 Transaction, integration and restructuring costs 0.09 0.05 Income tax associated with adjustments above1 (0.03) (0.03) Adjusted diluted EPS2 $0.03 $ 0.08 RXO reported Q2 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.

8 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

9 Q2 capital structure snapshot Capital structure (millions) Q2 2024 Notes due 2027 $ 355 Revolver 18 Finance leases, asset financing, ST debt & other 35 Total debt, principal balance & other $ 408 Less: cash 7 Net debt1 $ 401 Committed liquidity (millions) Q2 2024 Cash $ 7 Revolver 582 Total capacity $ 589 1 See the “Non-GAAP financial measures” section. 2 See appendix for calculations of gross and net leverage. • RXO continues to have a strong liquidity position • LTM leverage increased as RXO cycled through higher adj. EBITDA quarters 3.3x 3.2x Leverage1,2

10 -14% -16% -13% -10% -8% 21% 41% 49% 45% 18% 11% 12% 7% -10% -23% -32% -33% -26% -20% -15% -7% Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Rev / Load (% △ y/y) Brokerage GM % Historical y/y brokerage revenue per load and gross margin trends Change in revenue per load improved for the fourth consecutive quarter • Q2 y/y revenue per load decline moderated ~800 bps when compared to Q1 – Fourth consecutive quarter of y/y improvement – TL rev/load inflected positive y/y in month of June – Expect another y/y improvement in Q3 2024 • Revenue per load declined low-single digit % y/y when adjusted for length of haul, mix and change in fuel prices – Low-single digit % decline improved vs. last quarter 2019 2020 2021 2022 2023 2024 + ~800 bps

11 Q2 monthly Brokerage gross margin trends Bid season strategy resulted in solid gross margin for the quarter despite market tightening Seasonal market tightness as the quarter progressed • Roadcheck and produce season led to tighter market conditions • Load-to-truck ratio and industry-wide tender rejections moved higher • Limited spot opportunities • Ongoing excess TL capacity, but net carrier exits continued • Expect Brokerage gross margin to improve throughout the third quarter RXO-specific actions • Bid season strategy focused on reliably servicing customers and honoring rates while anticipating a recovery • Continue to procure capacity effectively, leveraging proprietary technology and pricing algorithms Monthly gross profit and margin trends

12 Historical full truckload volume and gross profit per load trends RXO’s Brokerage gross profit per load increased modestly from the first quarter

13 Historical LTL volume and gross profit per load trends LTL growing rapidly with stable gross profit per load

14 Q3 2024 outlook and FY 2024 modeling assumptions • Companywide adjusted EBITDA2 : $28M-$34M • Brokerage volume down low-to-mid single digit % year-over-year – LTL: up 10%-20% – Full truckload: down high-single to low-double digit % • Brokerage gross margin: 13%-15% Q3 2024 outlook FY 2024 modeling assumptions • Capital expenditures: $40M-$50M • Depreciation: $56M-$58M, Amortization of intangibles: ~$12M • Stock-based compensation: $24M-$26M • Restructuring + transaction & integration expenses: $20M-$25M • Net interest expense: $31M-$33M • Adjusted effective tax rate: ~30% • Diluted weighted-average shares outstanding: ~120M 1 RXO standalone, excludes the impact of the pending acquisition of Coyote Logistics. 2 See the “Non-GAAP financial measures” section. 1

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 twelve months ended June 30, 2024 is calculated as the six months ended June 30, 2024 plus the twelve months ended December 31, 2023 less the six months ended June 30, 2023. Reconciliation of net income (loss) to adjusted EBITDA and adjusted EBITDA margin Twelve Months Ended June 30, Year Ended December 31, (Dollars in millions) 2024 2023 2024 2023 2024 3 2023 Net income (loss) (7)$ 3$ (22)$ 3$ (21)$ 4$ Interest expense, net 8 8 16 16 32 32 Income tax provision (benefit) (1) 3 (7) - (7) - Depreciation and amortization expense 17 18 33 36 64 67 Transaction and integration costs 7 4 8 10 10 12 Restructuring and other costs 4 2 15 10 22 17 Adjusted EBITDA 1 28$ 38$ 43$ 75$ 100$ 132$ Revenue 930$ 963$ 1,843$ 1,973$ 3,797 3,927 Adjusted EBITDA margin 1, 2 3.0% 3.9% 2.3% 3.8% 2.6% 3.4% Three Months Ended June 30, Six Months Ended June 30,

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 2024 2023 Net income (loss) (7)$ 3$ (22)$ 3$ Amortization of intangible assets 3 3 6 6 Transaction and integration costs 7 4 8 10 Restructuring and other costs 4 2 15 10 Income tax associated with the adjustments above 1 (3) (2) (7) (6) Adjusted net income (loss) 2 4$ 10$ -$ 23$ Adjusted diluted earnings (loss) per share 2 0.03$ 0.08$ -$ 0.19$ Weighted-average common shares outstanding Diluted weighted-average common shares outstanding 119,837 119,457 117,398 119,414 Reconciliation of net income (loss) to adjusted net income (loss) and adjusted diluted earnings (loss) per share Six Months Ended June 30,Three Months Ended June 30,

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.) (Dollars in millions) 2024 2023 Net cash provided by operating activities 2$ 66$ Payment for purchases of property and equipment (22) (28) Free cash flow 1 (20)$ 38$ Transaction and integration costs 2 - 5 Restructuring and other costs 2 12 8 Adjusted free cash flow 1 (8)$ 51$ Adjusted EBITDA 1, 3 43$ 75$ Free cash flow conversion from adjusted EBITDA 1, 4 -46.5% 50.7% Adjusted free cash flow conversion from adjusted EBITDA 1, 5 -18.6% 68.0% Six Months Ended June 30, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow

20 Financial reconciliations (cont.) 1 Complementary services include Last Mile and Managed Transportation services. Calculation of gross margin and gross margin as a percentage of revenue (Dollars in millions) 2024 2023 2024 2023 Revenue Truck brokerage 543$ 557$ 1,107$ 1,157$ Complementary services 1 421 437 805 874 Eliminations (34) (31) (69) (58) Revenue 930$ 963$ 1,843$ 1,973$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 462$ 471$ 946$ 973$ Complementary services 1 272 283 522 567 Eliminations (34) (31) (69) (58) Cost of transportation and services (exclusive of depreciation and amortization) 700$ 723$ 1,399$ 1,482$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage -$ -$ -$ -$ Complementary services 1 50 59 103 120 Direct operating expense (exclusive of depreciation and amortization) 50$ 59$ 103$ 120$ Direct depreciation and amortization expense Truck brokerage 1$ -$ 1$ -$ Complementary services 1 2 2 4 3 Direct depreciation and amortization expense 3$ 2$ 5$ 3$ Gross margin Truck brokerage 80$ 86$ 160$ 184$ Complementary services 1 97 93 176 184 Gross margin 177$ 179$ 336$ 368$ Gross margin as a percentage of revenue Truck brokerage 14.7% 15.4% 14.5% 15.9% Complementary services 1 23.0% 21.3% 21.9% 21.1% Gross margin as a percentage of revenue 19.0% 18.6% 18.2% 18.7% Three Months Ended June 30, Six Months Ended June 30,

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. June 30, (Dollars in millions) 2024 Reconciliation of bank adjusted EBITDA Adjusted EBITDA 1, 2 for the trailing twelve months ended June 30, 2024 100$ Adjustments per credit agreement 3 for the trailing twelve months ended June 30, 2024 24 Bank adjusted EBITDA 124$ Calculation of gross leverage Total debt, principal balance and other 408$ Bank adjusted EBITDA 124 Gross leverage 1 3.3x Calculation of net leverage Net debt 1 401$ Bank adjusted EBITDA 124 Net leverage 1 3.2x Reconciliation of bank adjusted EBITDA; Calculation of gross leverage and net leverage

Cover	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 07, 2024
Entity Registrant Name	RXO, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41514
Entity Tax Identification Number	88-2183384
Entity Address, Address Line One	11215 North Community House Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	(980)
Local Phone Number	308-6058
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	RXO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001929561
Amendment Flag	false