RXO, Inc.
For the period ended May 12, 2026. Filed Mar 30, 2026.
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May 12, 2026 · Filed Mar 30, 2026
RXO$27.60-1.0%Stored close · as of Nov 6, 2026
Contents
ANNEX A - RECONCILIATION OF NON-GAAP MEASURES AND FORWARD-LOOKING STATEMENTS
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2023 | 2022 |
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | ||||
| Net income (loss) | $(100) | $(290) | $4 | $92 |
| Interest expense, net | 35 | 30 | 32 | 4 |
| Income tax provision (benefit) | (15) | (14) | — | 27 |
| Depreciation and amortization expense | 116 | 87 | 67 | 86 |
| Transaction and integration costs | 22 | 53 | 12 | 84 |
| Restructuring and other costs(1) | 39 | 252 | 17 | 13 |
| Goodwill impairment | 12 | — | — | — |
| Adjusted EBITDA | $109 | $118 | $132 | $306 |
| (1) | Other for the year ended December 31, 2024 reflects a one-time charge of $216 million representing a deemed non-pro rata distribution in connection with the private placement common stock issuance completed in August 2024. |
Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Diluted Loss Per Share (Unaudited)
| Year Ended December 31, | |
|---|---|
| (Dollars in millions, shares in thousands, except per share amounts) | 2025 |
| Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Diluted Loss Per Share (Unaudited) | |
| Net loss | $(100) |
| Amortization of intangible assets | 47 |
| Transaction and integration costs | 22 |
| Restructuring and other costs | 39 |
| Goodwill impairment | 12 |
| Income tax associated with the adjustments above(1) | (27) |
| Adjusted Net Loss | $(7) |
| Adjusted Diluted Loss Per Share | $(0.04) |
| Weighted-average shares outstanding | |
| Diluted | 168,462 |
| (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 loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. |
| 59 | ©2026 RXO, Inc. |
Reconciliation of Cash Flows from Operating Activities to Free Cash Flow and Adjusted Free Cash Flow (Unaudited)
| Year Ended December 31, | |
|---|---|
| (In millions) | 2025 |
| Reconciliation of Cash Flows from Operating Activities to Free Cash Flow and Adjusted Free Cash Flow | |
| Net cash provided by operating activities | $51 |
| Payment for purchases of property and equipment | (59) |
| Proceeds from sale of property and equipment | 2 |
| Free Cash Flow | $(6) |
| Transaction and integration costs(1) | 26 |
| Restructuring and other costs(1) | 27 |
| Adjusted Free Cash Flow | $47 |
| (1) | Includes the cash component of these line items. |
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