rxo-20230207
0001929561FALSE00019295612023-02-072023-02-07

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): February 7, 2023
 
RXO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-4151488-2183384
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
11215 North Community House Road28277
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 February 7, 2023, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2022. 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 February 7, 2023, the Company released a slide presentation related to its results of operations for the fiscal quarter and year ended December 31, 2022. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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
104Cover 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: February 7, 2023
RXO, INC. 
 
By:/s/ James E. Harris 
James E. Harris 
Chief Financial Officer 
 
 

 


Exhibit 99.1
capture.jpg

RXO Delivers Strong Fourth Quarter
Driven by Brokerage Volume Growth

•Companywide gross margin was 19.6 percent, up 250 basis points year-over-year; brokerage profitability remained strong with 17.9 percent gross margin in the fourth quarter, up 290 basis points year-over-year

•Brokerage volume increased by 4% year-over-year and set a company record for loads per day

•Downloads of RXO Drive™ app increased 45% year-over-year, and 87% of loads in the quarter were created or covered digitally

•Company expects continued year-over-year brokerage volume growth in the first quarter of 2023, driven by strong sales pipeline

CHARLOTTE, N.C. — February 7, 2023 — RXO (NYSE: RXO) today announced its financial results for the fourth quarter of 2022.

Drew Wilkerson, chief executive officer of RXO, said, “We’re proud of what we were able to accomplish in our first quarterly report as a standalone company, despite the dynamics of the current freight cycle and the challenging macroeconomy. We achieved record volume in our brokerage business, with volume growth of 4 percent year-over-year in the quarter. Importantly, companywide gross margin was 19.6 percent, up 250 basis points year-over-year.

“Demand for our managed transportation and last mile services remained strong in the quarter. Also, our best-in-class technology continued to be adopted by some of the world’s largest and most well-respected companies,” Wilkerson continued. “Eighty-seven percent of brokerage loads in the fourth quarter were created or covered digitally, and downloads of our driver app, RXO Drive™, increased by 45 percent year-over-year.”

Wilkerson concluded, “We remain focused on taking profitable market share. With our massive capacity and best-in-class technology, RXO remains in a great position to deliver our long-term financial targets.”

Companywide Results
The company’s revenue was $1.1 billion for the fourth quarter, compared to $1.3 billion in the fourth quarter of 2021. Profitability remained strong, with 19.6 percent gross margin, up 250 basis points year-over-year.

Due to $44 million in spin-related transaction, integration and restructuring costs, the company reported a fourth-quarter 2022 GAAP net loss of $4 million, compared to net income of $42 million in the fourth quarter of 2021. Adjusted net income in the quarter was $33 million, compared to $47 million in the fourth quarter of 2021. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) was $64 million, compared to $77 million in the fourth quarter of 2021. Adjusted EBITDA margin was 5.7 percent, down 10 basis points year-over-year.

Spin-related transaction, integration and restructuring costs, and amortization of intangibles, impacted GAAP earnings per share by $0.31, net of tax. For the fourth quarter, RXO reported a GAAP diluted loss per share of $0.03. Adjusted diluted earnings per share were $0.28.
RXO 4Q 2022 Earnings Press Release | 1


RXO remains confident in achieving its five-year financial targets, which call for the company to deliver $500 million of adjusted EBITDA at the midpoint in 2027.

Brokerage
RXO’s brokerage business grew volume 4 percent year-over-year and set a new volume record in the fourth quarter.

Brokerage gross margin was 17.9 percent in the fourth quarter, up 290 basis points year-over-year.

The company expects brokerage volumes to continue to grow on a year-over-year basis in the first quarter of 2023.

Complementary Services
Approximately 62 percent of RXO’s full-year 2022 revenue came from customers that conducted business with more than one service offering.

Customer demand for managed transportation services increased during the fourth quarter of 2022, and last mile stops remained robust driven by customers in the appliance, electronics and fitness industries.

Technology Update
In the fourth quarter of 2022, 87 percent of RXO’s brokerage loads were created or covered digitally using RXO’s best-in-class technology platform.

Additionally, downloads of the company’s driver app, RXO Drive™, increased by 45 percent year-over-year in the fourth quarter to more than 920,000.

The company increased registered carriers on its RXO Connect™ platform by 42 percent and increased average weekly users by 30 percent year-over-year in the fourth quarter.

Conference Call
The company will hold a conference call and webcast on Wednesday, February 8 at 8 a.m. Eastern Time. Participants can call in toll-free (from U.S./Canada) at 1-888-886-7786; international callers dial +1-416-764-8658. The conference ID is 54142388.

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 March 1, 2023, by calling toll-free (from U.S./Canada) 1-877-674-7070; international callers dial +1-416-764-8692. Use the passcode 142388#. 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 is primarily driven by a tech-enabled truck brokerage and also offers complementary solutions for managed transportation, freight forwarding and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains. RXO’s proprietary technology connects approximately 10,000 customers with more than 100,000 independent carriers across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, Twitter, LinkedIn, Instagram and YouTube.

Media Contact
Nina Reinhardt
+1 980-408-1594
[email protected]

Investor Contact
Kevin Sterling
+ 1 804-305-5285
[email protected]
RXO 4Q 2022 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; gross margin (revenue less cost of transportation and services (exclusive of depreciation and amortization) and direct operating expense (exclusive of depreciation and amortization)) and gross margin as a percentage of revenue by service offering; and adjusted net income and adjusted diluted earnings 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 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, adjusted EBITDA margin, gross margin and gross margin as a percentage of revenue 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 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.
Forward-looking Statements
This release includes forward-looking statements, including statements relating to our continued year-over-year brokerage volume growth in the first quarter of 2023, our five-year financial targets, and our ability to outperform in any market cycle. 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; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; 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; 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 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; 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;
RXO 4Q 2022 Earnings Press Release | 3

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 4Q 2022 Earnings Press Release | 4


RXO, Inc.
Consolidated Statements of Operations
(Unaudited)

Three Months Ended December 31,Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)2022202120222021
Revenue$1,120 $1,327 $4,796 $4,689 
Cost of transportation and services (exclusive of depreciation and amortization)842 1,051 3,624 3,681 
Direct operating expense (exclusive of depreciation and amortization)59 49 226 192 
Sales, general and administrative expense155 152 640 539 
Depreciation and amortization expense21 19 86 81 
Transaction and integration costs40 — 84 2 
Restructuring costs4 1 13 2 
Operating income (loss)(1)55 123 192 
Other expense— — — 1 
Interest expense, net5 — 4 — 
Income (loss) before income taxes(6)55 119 191 
Income tax provision (benefit)(2)13 27 41 
Net income (loss)$(4)$42 $92 $150 
Earnings (loss) per share data
Basic earnings (loss) per share$(0.03)$0.36 $0.80 $1.30 
Diluted earnings (loss) per share$(0.03)$0.36 $0.79 $1.30 
Weighted-average shares outstanding
Basic weighted-average shares outstanding115,848115,163115,335115,163
Diluted weighted-average shares outstanding115,848115,163115,791115,163
RXO 4Q 2022 Earnings Press Release | 5

RXO, Inc.
Consolidated Balance Sheets
(Unaudited)

December 31,
(Dollars in millions, shares in thousands, except per share amounts)20222021
ASSETS
Current assets
Cash and cash equivalents$98 $29 
Accounts receivable, net of allowances of $13 and $9, respectively907 1,010 
Other current assets32 44 
Total current assets1,037 1,083 
Long-term assets
Property and equipment, net of $241 and $219 in accumulated depreciation, respectively119 111 
Operating lease assets159 128 
Goodwill630 630 
Identifiable intangible assets, net of $106 and $217 in accumulated amortization, respectively79 100 
Other long-term assets14 16 
Total long-term assets1,001 985 
Total assets$2,038 $2,068 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$508 $520 
Accrued expenses266 248 
Current maturities of long-term debt4 — 
Short-term operating lease liabilities48 42 
Other current liabilities13 6 
Total current liabilities839 816 
Long-term liabilities
Long-term debt and obligations under finance leases451 — 
Deferred tax liability16 52 
Long-term operating lease liabilities114 93 
Other long-term liabilities29 37 
Total long-term liabilities610 182 
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022— — 
Common stock, $0.01 par value; 300,000 shares authorized; 116,400 issued and outstanding as of December 31, 20221 — 
Additional paid-in capital590 — 
Retained earnings2 — 
XPO investment— 1,072 
Accumulated other comprehensive loss(4)(2)
Total equity589 1,070 
Total liabilities and equity$2,038 $2,068 



RXO 4Q 2022 Earnings Press Release | 6

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

Years Ended December 31,
(In millions)20222021
Operating activities
Net income$92 $150 
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization expense86 81 
Stock compensation expense32 8 
Deferred tax expense(20)3 
Other6 3 
Changes in assets and liabilities
Accounts receivable92 (242)
Other assets14 (4)
Accounts payable(14)129 
Accrued expenses and other liabilities22 27 
Net cash provided by operating activities310 155 
Investing activities
Payment for purchases of property and equipment(57)(39)
Proceeds from sale of property and equipment1 1 
Net cash used in investing activities(56)(38)
Financing activities
Proceeds from issuance of debt451 — 
Payment for debt issuance costs(9)— 
Payment for tax withholdings for restricted shares(3)— 
Net transfers to XPO(621)(159)
Other(1)1 
Net cash used in financing activities(183)(158)
Effect of exchange rates of cash, cash equivalents and restricted cash(2)— 
Net increase (decrease) in cash, cash equivalents and restricted cash69 (41)
Cash, cash equivalents and restricted cash, beginning of period29 70 
Cash, cash equivalents and restricted cash, end of period$98 $29 
RXO 4Q 2022 Earnings Press Release | 7

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

Three Months Ended December 31,Years Ended December 31,
(In millions)2022202120222021
Revenue
Truck brokerage$664 $846 $2,929 $2,749 
Last mile277 251 1,061 1,016 
Managed transportation129 118 523 603 
Freight forwarding82 145 422 434 
Eliminations(32)(33)(139)(113)
Total$1,120 $1,327 $4,796 $4,689 
RXO 4Q 2022 Earnings Press Release | 8

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

Three Months Ended December 31,Years Ended December 31,
(Dollars in millions)2022202120222021
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss)$(4)$42 $92 $150 
Interest expense5 — 4 — 
Income tax provision (benefit)(2)13 27 41 
Depreciation and amortization expense21 19 86 81 
Transaction and integration costs40 — 84 2 
Restructuring costs4 1 13 2 
Other— 2 — 1 
Adjusted EBITDA (1)
$64 $77 $306 $277 
Revenue$1,120 $1,327 $4,796 $4,689 
Adjusted EBITDA margin (1) (2)
5.7 %5.8 %6.4 %5.9 %

(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 4Q 2022 Earnings Press Release | 9

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

Three Months Ended December 31,Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)2022202120222021
Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Net Income Per Share
Net income (loss)$(4)$42 $92 $150 
Amortization of intangible assets5 6 21 24 
Transaction and integration costs40 — 84 2 
Restructuring costs4 1 13 2 
Income tax associated with adjustments above (1)
(12)(2)(29)(8)
Adjusted net income (2)
$33 $47 $181 $170 
Adjusted diluted earnings per share (2)
$0.28 $0.41 $1.56 $1.48 
Weighted-average shares outstanding
Diluted weighted-average shares outstanding117,671115,163115,791115,163

(1)The income tax rate applied to reconciling items is based on the GAAP effective tax rate, excluding discrete items and contribution- and margin-based taxes.
Amortization of intangible assets(1)(2)(5)(6)
Transaction and integration costs(10)— (21)(1)
Restructuring costs(1)— (3)(1)
Total income tax associated with the adjustments above$(12)$(2)$(29)$(8)

(2)See the "Non-GAAP Financial Measures" section of the press release.
RXO 4Q 2022 Earnings Press Release | 10

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

Three Months Ended December 31,Years Ended December 31,
(Dollars in millions)2022202120222021
Revenue
Truck brokerage$664$846$2,929$2,749
Other complementary services (1)
4885142,0062,053
Eliminations(32)(33)(139)(113)
Total Revenue$1,120$1,327$4,796$4,689
Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage$545$719$2,389$2,322
Other complementary services (1)
3293651,3741,472
Eliminations(32)(33)(139)(113)
Total Cost of transportation and services (exclusive of depreciation and amortization)$842$1,051$3,624$3,681
Direct operating expense (exclusive of depreciation and amortization)
Truck brokerage$—$—$1$1
Other complementary services (1)
5949225191
Total Direct operating expense (exclusive of depreciation and amortization)$59$49$226$192
Gross margin (2)
Truck brokerage$119$127$539$426
Other complementary services (1)
100100407390
Total Gross margin$219$227$946$816
Gross margin as a percentage of revenue
Truck brokerage17.9 %15.0 %18.4 %15.5 %
Other complementary services (1)
20.5 %19.5 %20.3 %19.0 %
Total Gross margin as a percentage of revenue19.6 %17.1 %19.7 %17.4 %

(1)Other complementary services include freight forwarding, last mile and managed transportation services.
(2)Gross margin is calculated as Revenue less Cost of transportation and services (exclusive of depreciation and amortization) and Direct operating expense (exclusive of depreciation and amortization).
RXO 4Q 2022 Earnings Press Release | 11
Fourth Quarter 2022 Results February 7, 2023 Exhibit 99.2

 
2 Forward-looking statements and Non-GAAP financial measures Forward-looking statements This presentation includes forward-looking statements, including statements relating to our continued year-over-year brokerage volume growth in the first quarter of 2023, our five-year financial targets, and our ability to outperform in any market cycle. 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; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; 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; 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 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; 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. 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”); adjusted EBITDA margin; gross margin (revenue less cost of transportation and services (exclusive of depreciation and amortization) and direct operating expense (exclusive of depreciation and amortization)) and gross margin as a percentage of revenue by service offering; and adjusted net income and adjusted diluted earnings per share (“adjusted EPS”); free cash flow; net debt; and net leverage. 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 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, adjusted EBITDA margin, gross margin and gross margin as a percentage of revenue 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 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. We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We believe that net debt and net leverage are important measures of our overall liquidity.

 
3 Q4 2022 highlights 1 Strong financial and operating results 2 Brokerage gaining share profitably with support from complementary services 3 Winning strategy: best-in-class technology, differentiated sales model 4 Strong balance sheet and cash flow from operations 5 Remain confident in 2027 financial targets

 
4 Strong fourth-quarter financial and operating results Strong results despite a muted peak season and decline in gross profit per load RXO’s brokerage business continues to outperform and gain profitable market share Adjusted EBITDA and margin %1 $77 M $64 M 5.8% 5.7% 5.4 5.45 5.5 5.55 5.6 5.65 5.7 5.75 5.8 5.85 5.9 $10 $20 $30 $40 $50 $60 $70 $80 Q4 21 Q4 22 Q4 21 Q4 22 Brokerage y/y volume growth 4% $227 M $219 M $170 $180 $190 $200 $210 $220 $230 Q4 21 Q4 22 19.6% 17.1% Gross margin $ and % (1) See the “Non-GAAP financial measures” section

 
5 Diversified business with brokerage gaining share profitably Q4 revenue by service offeringBrokerage • Q4 volume growth of 4% y/y • +56% on a 3-year stack • RXO volume record in the quarter • Gross margin of 17.9%, +290 bps y/y Complementary services • ~62% of FY2022 revenue with customers doing business with more than 1 service offering • Strong Managed Transportation pipeline and increased synergy spend • Strong Last Mile performance • Driven by appliances, electronics, and fitness 58%24% 11% 7% Truck Brokerage Last Mile Managed Transportation Freight Forwarding Note: Excludes impact of eliminations.

 
6 Best-in-class technology 81% 87%* Q3 22 Q4 22 847K 920K Q3 22 Q4 22 RXO Drive™ app downloadsLoads created or covered digitally RXO customers and carriers continue to adopt our best-in-class technology * The result of continued technology adoption as well as a platform capability within RXO Connect that wasn’t previously captured by this measure Average weekly users +30% y/y Q4 registered carriers +42% y/y 7-Day carrier retention +74% y/y

 
7 Differentiated sales model 14% y/y growth in $1M+ revenue customers 66% growth over the last two years Brokerage bid opportunities increased by ~70% y/y* Strong sales pipeline with momentum heading into 2023 Highest since Q3 2019 RXO has a strong sales pipeline, attracting new customers to the platform Expanding share of wallet with existing strategic customers. Top 10 customers with RXO for 17 years. * As measured in revenue. ~30% increase in customers

 
8 Q4 2022 adjusted EPS bridge Earnings Per Share Q4-21 Q4-22 GAAP Diluted EPS $0.36 $( 0.03) Amortization of intangible assets, net of tax 0.04 0.03 Transaction, integration and restructuring costs, net of tax 0.01 0.28 Adjusted Diluted EPS (1) $ 0.41 $ 0.28 RXO delivered adjusted EPS of $0.28 (1) See the “Non-GAAP financial measures” section.

 
9 Balance sheet update 1.5x 1.2x 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x Gross* Net** Capital Structure (millions) Q4 2022 Current Maturities of Long-term Debt $ 4 Long-term Debt 451 Total Debt $ 455 Less: Cash 98 Net Debt (1) $ 357 Available Liquidity (millions) Q4 2022 Cash $ 98 Revolver 500 Total Capacity $ 598 Target 1.0x – 2.0x *Calculated as provided in RXO’s credit facility and term loan agreements. ** Calculated as reported debt less reported cash, divided by LTM Adjusted EBITDA. (1) See the “Non-GAAP financial measures” section Leverage (1)

 
10 Post-spin cash walk Note: In millions and adjustments in walk above represent approximate amounts. Spin occurred on November 1, 2022. (1) 12/31/22 Adjusted Cash Balance represents a Non-GAAP Financial Measure. Strong underlying post-spin free cash flow conversion in excess of 60% of EBITDA 1

 
11 Outlook commentary and FY 2023 assumptions • Continued y/y brokerage volume growth in Q1 2023 • FY 2023 gross profit per load will moderate vs. FY 2022 as the cost of purchased transportation stabilizes and lower contract rates come into effect • Confident in five-year financial guidance, which calls for the company to deliver $500 million of adjusted EBITDA at the midpoint in 2027 Outlook commentary FY 2023 assumptions • Depreciation and amortization: $70-$75mm • Interest expense: $33-$35mm • Adjusted effective tax rate: ~25% • Diluted weighted-average shares outstanding: ~120 million

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

 
13 Appendix

 
14 Financial reconciliations (1) See the “Non-GAAP Financial Measures” section. (2) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. Reconciliation of net income (loss) to adjusted EBITDA and adjusted EBITDA margin $ in millions 2022 2021 2022 2021 Net income (loss) (4)$ 42$ 92$ 150$ Interest expense 5 - 4 - Income tax provision (benefit) (2) 13 27 41 Depreciation and amortization expense 21 19 86 81 Transaction and integration costs 40 - 84 2 Restructuring costs 4 1 13 2 Other - 2 - 1 Adjusted EBITDA (1) 64$ 77$ 306$ 277$ Revenue 1,120 1,327 4,796 4,689 Adjusted EBITDA margin (1)(2) 5.7% 5.8% 6.4% 5.9% Three Months Ended December 31, Years Ended December 31,

 
15 Financial reconciliations (cont.) (1) The income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items and contribution- and margin-based taxes. (2) See the "Non-GAAP Financial Measures" section. Reconciliation of net income (loss) to adjusted net income and adjusted diluted earnings per share (Dollars in millions, shares in thousands, except per share amounts) 2022 2021 2022 2021 Net income (loss) (4)$ 42$ 92$ 150$ Amortization of intangible assets 5 6 21 24 Transaction and integration costs 40 - 84 2 Restructuring costs 4 1 13 2 Income tax associated with the adjustments above (1) (12) (2) (29) (8) Adjusted net income (2) 33$ 47$ 181$ 170$ Adjusted diluted earnings per share (2) 0.28$ 0.41$ 1.56$ 1.48$ Weighted-average common shares outstanding Diluted weighted-average common shares outstanding 117,671 115,163 115,791 115,163 Years Ended December 31,Three Months Ended December 31,

 
16 Financial reconciliations (cont.) (1) Other complementary services include freight forwarding, last mile and managed transportation services. (2) Gross margin is calculated as Revenue less Cost of transportation and services (exclusive of depreciation and amortization) and Direct operating expense (exclusive of depreciation and amortization). $ in millions 2022 2021 2022 2021 Revenue Truck brokerage 664$ 846$ 2,929$ 2,749$ Other complementary services (1) 488 514 2,006 2,053 Eliminations (32) (33) (139) (113) Total Revenue 1,120$ 1,327$ 4,796$ 4,689$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 545$ 719$ 2,389$ 2,322$ Other complementary services (1) 329 365 1,374 1,472 Eliminations (32) (33) (139) (113) Total Cost of transportation and services (exclusive of depreciation and amortization) 842$ 1,051$ 3,624$ 3,681$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage -$ -$ 1$ 1$ Other complementary services (1) 59 49 225 191 Total Direct operating expense (exclusive of depreciation and amortization) 59$ 49$ 226$ 192$ Gross margin (2) Truck brokerage 119$ 127$ 539$ 426$ Other complementary services (1) 100 100 407 390 Total Gross margin 219$ 227$ 946$ 816$ Gross margin as a percentage of revenue Truck brokerage 17.9% 15.0% 18.4% 15.5% Other complementary services (1) 20.5% 19.5% 20.3% 19.0% Total Gross margin as a percentage of revenue 19.6% 17.1% 19.7% 17.4% Reconciliation of Gross Margin and Gross Margin as a Percentage of Revenue Three Months Ended December 31, Years Ended December 31,

 
17 Financial reconciliations (cont.) (1) See the “Non-GAAP Financial Measures” section. Reconciliation of net leverage and net debt $ in millions December 31, 2022 Reconciliation of Net Debt Total debt 455$ Cash and cash equivalents 98 Net debt (1) 357$ Reconciliation of Net Leverage Net debt 357$ Adjusted EBITDA for the year ended December 31, 2022 306$ Net leverage (1) 1.2x