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RB GLOBAL INC

For the period ended Dec 31, 2024. Filed Feb 26, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 26, 2025

RBA$93.52-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2023-12-31; filed 2024-02-28.

0001628280-24-007570

ITEM 7. : Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-31; filed 2025-02-26.

0001628280-25-008201

ITEM 7. : Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 298 previous paragraphs and 217 current paragraphs.

56 unchanged; 52 reworded; 84 added; 176 removed; 14 previous and 25 current paragraphs rearranged.

Tables are not compared: 40 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (84)

Current report

Established in 1958, RB Global, Inc. (NYSE and TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform, we facilitate transactions for customers primarily in our commercial, construction and transportation ("CC&T") and automotive sectors. We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions.

Current report

Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles. We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities.

Current report

We have a global presence, primarily with operations in the United States, Canada, Australia and across Europe, and employ more than 7,800 full-time employees worldwide, of which approximately 67% are located in the United States.

Current report

Historically, we presented GTV from the sale of parts in our vehicle dismantling business within our automotive sector and excluded the number of parts sold from our total lots sold metric. Commencing in the second quarter of 2024, management began to review the number of parts sold in our vehicle dismantling business within our other sector and as part of our total lots sold metric.

Current report

•Net income available to common stockholders increased 113% to $372.7 million.

Current report

•Diluted adjusted EPS available to stockholders increased 17% to $3.49 per share.

Current report

During 2024, we saw several changes in our executive leadership team. Eric J Guerin was appointed Chief Financial Officer, effective January 15, 2024. Eric J. Guerin brings extensive senior executive financial leadership experience, most recently serving as the Chief Financial Officer at a leading distributor of packaging, facility solutions and print products. Nancy King was appointed Chief Technology Officer, effective June 3, 2024, and brings extensive hands-on information technology leadership experience from her roles at multiple Fortune 100 organizations. Steve Lewis was appointed Chief Operating Officer, effective September 3, 2024, and brings extensive senior leadership experience in operations and supply chain management, as well as a honed approach to driving business growth through operational excellence.

Current report

•Through our continuous improvement program, we consistently delivered exceptional performance, as measured against our service level agreements, to our automotive insurance company customers. We also drove industry leading average selling prices for our partners, enabled by investment in technology and attracting record-high engagement from international buyers. These advancements and ongoing transparency initiatives have reinforced our leadership in salvage vehicles, resulting in significant partnership wins in the United States and in Australia.

Current report

•On October 31, 2024, the Company completed the acquisition of Boom & Bucket, Inc ("Boom & Bucket"), a digital fixed price marketplace to add to our portfolio of selling solutions, serving the construction equipment industry. We believe that Boom & Bucket's technology, talent and market capabilities offer an exciting complement to our full-service disposition portfolio.

Current report

•In 2024, we continued to invest in the development of our technology, particularly in a new digital payments platform that replaces outdated manual processes and legacy technology with a modern financial backbone to offer our buyers and partners increased choice in our services, including self-serve access to critical financial tools, and provide our buyers and sellers the best in-class experience.

Current report

•In January 2024, we enhanced IAA's merchandising services to provide more accurate VIN decoding to our customers and improve the overall customer experience for all users, buyers and sellers, by providing more comprehensive data. Buyers of vehicles are now able to search for specific makes, models, and trims of vehicles with more confidence due to more data, configuration rules and industry-leading data-engineering capabilities.

Current report

•During the year, in our automotive sector, we continued to expand our international customer base with new market alliances in Oman in the Middle East and in Lithuania in Eastern Europe. These market alliances will help us connect with a base of new buyers and broaden our market share.

Current report

Total GTV increased 14% to $15.9 billion in 2024 as compared to $13.9 billion in 2023.

Current report

The following summarizes our total GTV by geography and by sector for the periods indicated:

Current report

In 2024, total GTV and lots sold increased primarily due to the full quarter inclusion of IAA in the first quarter of 2024, compared to the 11-day stub period in the first quarter of 2023. Excluding this impact, GTV remained primarily flat year over year. We saw higher GTV volumes from catastrophic events in our automotive sector, and higher GTV in our CC&T sector driven by higher lot volumes from our strategic accounts, primarily from a large consignor contract in transportation. These increases were primarily offset by unfavorable asset mix as well as price declines, predominantly observed within our CC&T and other sectors, and lower volumes from a shift in assignment volumes from a customer in our automotive sector.

Current report

Total revenue increased 16% to $4.3 billion in 2024 as compared to 2023, with total service revenue increasing by 23% and partially offset by a 3% decrease in inventory sales revenue.

Current report

The following table summarizes key components of total service revenue for the periods indicated:

Current report

In the third quarter of 2024, we updated our presentation of disaggregated revenue to align to how management evaluates its financial and business performance. As a result, transactional seller revenue now includes commissions, pre-negotiated or fixed, as well as certain auction-related fees earned from sellers to complete the sale of an asset, such as towing to our yards, liens search, title processing and online listing and inspection fees. Transactional buyer revenue now includes buyer transaction fees based on a tiered structure earned from purchasers upon purchase of an asset, as well as other auction-related fees earned from buyers to complete the purchase of an asset, such as title processing, late-pick up, salvage buyer platform registration and other administrative processing charges. Accordingly, certain auction-related fees were reclassified from marketplace services revenue to transactional seller or transactional buyer revenue, and prior period disaggregation of revenue amounts have been recast to conform with current period presentation.

Current report

In 2024, total service revenue increased 23%, with transactional buyer revenue increasing 30%, marketplace services revenue increasing 24% and transactional seller revenue increasing 10%.

Current report

Transactional buyer revenue increased 30%, primarily driven by the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023. Excluding the impact of the IAA acquisition in the first quarter, transactional buyer revenue growth exceeded the 14% increase in total GTV mainly from higher buyer fee rate structures implemented throughout 2024 across all sectors, but primarily within our automotive sector.

Current report

Marketplace services revenue increased 24%, driven primarily from higher fees earned from transportation services provided to a large consignor contract in the United States in our CC&T sector, as well as due to the increase in fees from the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023.

Current report

Transactional seller revenue increased 10%, primarily due to the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023. Excluding the impact of the IAA acquisition in the first quarter, transactional seller revenue growth was less than the 15% increase in service GTV due to softer performances primarily in our guarantee contracts in Canada within our CC&T sector.

Current report

Inventory sales revenue decreased 3% in 2024, primarily driven by lower volumes in our CC&T sector in the United States from softer year-over-year performance due to lower price realization and an unfavorable contract mix, as well as due to the non-repeat of a large inventory package in the utilities sector. We also saw softer performances in our GovPlanet business driven primarily from a higher volume of low value assets and pricing pressure. These decreases were partially offset by the inclusion of inventory sales revenue from IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023 and favorable performances in Canada in our CC&T sector driven by a few significant inventory contracts.

Current report

Costs of services increased 41% to $1.4 billion, primarily due to the full quarter inclusion of IAA in the first quarter of 2024 compared to the 11-day stub period in the the first quarter of 2023, which contributed 85% of the increase, and primarily relates to costs to provide towing services to buyers, building and facility costs including operating lease costs for auction sites, as well as employee compensation expenses. We also incurred higher costs of services in connection with a large consignor contract in transportation in the United States, which included higher costs to provide transportation services and higher payments to a third party as part of a profit-

Current report

sharing arrangement. Further, we saw higher costs of services in our automotive sector as prior year included a benefit related to a fair value adjustment made to prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. In addition, we saw higher employee compensation expenses as a result of changes made to our employee benefit plans and higher employee labor costs to support increased activity. In our automotive sector, in line with higher volumes, we also saw higher cost of services due to increases in yard lease expense, title search costs, new digital services tax and operating branch costs.

Current report

Cost of inventory sold decreased 3% to $863.8 million, primarily in line with the decrease in inventory sales revenue of 3%.

Current report

Selling, general and administrative expenses increased 4% to $773.9 million, mainly due to the full quarter inclusion of IAA in the first quarter of 2024 compared to the 11-day stub period in the first quarter of 2023. We also saw higher share-based payments expense due to an increase in the size and fair value of share units granted. In addition, our costs increased due to a new digital services tax enacted in Canada on certain in-scope revenues which was retroactively applied to the period from January 1, 2022 to June 30, 2024. These increases were partially offset by lower short-term incentive-based compensation expense, lower travel, advertising and promotional expenses, lower employee compensation expenses as a result of a reduced headcount from our integration activities and lower costs due to strategic cost reduction initiatives.

Current report

Operating income increased 62% to $761.2 million, primarily driven by the significant decrease in acquisition-related and integration costs and the inclusion of IAA operating income in the first quarter of 2024 for a full quarter compared to the 11-day stub period in the first quarter of 2023. In addition, we saw a higher flow-through of service revenue driven by the CC&T sector. These increases are partially offset by higher depreciation and amortization driven by the acquisition of IAA.

Current report

Income tax expense increased 80% to $137.3 million in 2024, compared to $76.4 million in 2023. Our effective tax rate was 25.0%, compared to 27.1% in 2023. The decrease in the effective tax rate over the prior year was primarily due to a decrease in non-deductible expenses. Partially offsetting this decrease was a lower proportionate benefit related to Foreign-Derived Intangible Income (“FDII”).

Current report

Net income attributable to controlling interests increased 100% to $413.1 million, compared to $206.5 million in 2023. The increase was primarily driven by higher operating income, partially offset by higher income tax expense and higher interest expense due to an increase in long-term debt from funding the IAA acquisition on March 20, 2023.

Current report

Adjusted net income available to common stockholders increased 29% to $646.8 million, compared to $502.2 million in 2023.

Current report

Refer to the non-GAAP measures section below on pages 45-51 for further information.

Current report

The TLA Facility loans are subject to quarterly installments of 1.25% of principal, with the balance payable at maturity. During 2024, the Company repaid $450.0 million (2023: $150.0 million) of principal on the USD TLA Facility. At December 31, 2024, there are no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt. We continue to seek opportunities to prepay our debt.

Current report

For more information on our debt, see "Item 8: Financial Statements and Supplementary Data - Note 21 Debt" in our consolidated financial statements.

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Removed paragraphs (176)

Previous report

On March 20, 2023, we completed the acquisition of IAA for a total purchase price of approximately $6.6 billion. IAA's stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned. As such, we paid approximately $1.7 billion in cash consideration and issued 70.3 million shares of our common stock. In addition, we repaid $1.2 billion of IAA's net debt. IAA facilitates the marketing and sale of total loss, damaged and low-value vehicles for a full spectrum of sellers, including insurance companies, dealerships, fleet lease and rental car companies and charitable organizations. IAA serves a global buyer base with vehicles, vehicle rebuild requirements, replacement part inventory or scrap demand. IAA maintains operations in the United States, Canada and the United Kingdom, with more than 210 facilities. We believe the acquisition of IAA will accelerate our journey to become the trusted global marketplace for insights, services and transaction solutions, as well as diversify our customer base by providing us with a significant presence in the automotive vertical, an industry with strong fundamentals and proven secular growth.

Previous report

In 2023, we achieved a record-breaking $13.9 billion in GTV, primarily driven from the acquisition of IAA and strong organic growth from our strategic accounts.

Previous report

•Total GTV increased 131% to $13.9 billion, mainly due to the inclusion of $7.0 billion from IAA

Previous report

•Total revenue increased 112% to $3.7 billion, mainly due to the inclusion of $1.8 billion from IAA.

Previous report

◦Service revenue increased 160% to $2.7 billion, mainly due to the inclusion of $1.5 billion from IAA.

Previous report

◦Inventory sales revenue increased 39% to $947.1 million, mainly due to the inclusion of $246.9 million from IAA.

Previous report

•Cash on hand at December 31, 2023 was $747.9 million, of which $576.2 million was unrestricted.

Previous report

In March 2023, we completed the acquisition of IAA, which was a key part of our growth strategy and vision of becoming the trusted global marketplace for transaction solutions, insights and services for commercial assets and vehicles. IAA has accelerated our expansion into an attractive, adjacent vertical, broadening our global footprint. We believe our combined yard footprint, marketplace infrastructure and comprehensive suite of innovative solutions will allow us to better serve our customers effectively and efficiently. In January 2023, we also acquired a controlling interest in VeriTread, a transportation technology company in the United States experienced in building heavy haul transportation platforms and solutions for industrial equipment, vehicles, and other assets. VeriTread adds to our suite of value-added services, supporting the needs of equipment owners throughout the equipment lifecycle by integrating transportation solutions directly into our marketplace technology.

Previous report

In the beginning of August 2023, we appointed Jim Kessler, who was previously the Company's President and Chief Operating Officer as Chief Executive Officer ("CEO") and in December 2023, we announced the appointment of Eric J. Guerin as Chief Financial Officer ("CFO"), effective January 15, 2024.

Previous report

•Since its acquisition at the end of March 2023, IAA contributed $7.0 billion to our total GTV and $1.8 billion to our total revenues in 2023, benefiting from higher average selling prices and higher volumes as a result of a higher number of vehicles declared as total losses.

Previous report

•In October 2023, the Company, along with Nations Capital, LLC (“Nations”), received bankruptcy court approval to be the agent and liquidator of Yellow Corporation’s transportation assets. The Company and Nations intend to utilize the expansive footprint of RB Global to manage the relocation, transportation, refurbishment, inventory, storage and sale of the rolling stock assets, including approximately 60,000 units of trucks, trailers and miscellaneous equipment located across the United States and Canada at over 300 terminal locations. The Company and Nations intend to implement a multi-faceted sales strategy, including private treaty and strategic bulk sales, as well as live and fully digital formats

Previous report

•SmartEquip released a major enhancement to its digital parts commerce product in September 2023. The new SmartEquip e-Commerce Store 2.0 platform helps dealers, fleet owners and authorized distributors in the industrial goods industry to set up a branded, digital parts shop quickly and easily and help them manage inventory, product support, sales and customers in one easy-to-use self-serve platform.

Previous report

•In August 2023, IAA released three product enhancements to its selling platform, IAA Vehicle Score™, IAA Vehicle Value™ and the IAA Sales Decision Center™, which all work together to provide vehicle sellers with information that is critical in helping to optimize their auction strategies for greater returns.

Previous report

•In April 2023, we made strategic real estate investments in the states of New York, Indiana, Connecticut and Delaware in the United States to meet growing demand and to secure our presence in prime locations. Accordingly, we opened two new IAA auction sites in Staten Island, New York, and Fort Wayne, Indiana.

Previous report

The following table presents the selected results of Ritchie Bros. and IAA during the year ended December 31, 2023, and includes the financial results of IAA since its acquisition on March 20, 2023:

Previous report

Total GTV increased 131% to $13.9 billion as compared to 2022, of which IAA accounted for 88% of the increase. Excluding IAA, total GTV increased 15% to $7.0 billion as compared to 2022, and increased 16% when excluding the impact of foreign exchange.

Previous report

In 2023, total GTV increased primarily due to the inclusion of IAA since its acquisition on March 20, 2023. IAA contributed $7.0 billion, or 50%, of total GTV, generating strong volumes and higher average selling prices in the automotive sector primarily across North America. Excluding IAA, the increase in total GTV was driven by higher lot volumes, mainly from rental and transportation customers, as the supply chain continues to normalize post-pandemic, partially offset by lower realized auction prices and an unfavorable asset mix. Total GTV increased across all regions, most notably in the United States as a result of strong execution by our strategic accounts team, as well as from positive year-over-year performances at our regional events and the addition of several new auction events. In Canada, GTV volume growth was driven by favorable year-over-year performances at our auction events in Western Canada mainly in the oil and gas sector, benefiting from higher performance from our regional sales team and increased imports from Asia Pacific and the United States. In International, we saw GTV volume growth primarily in Europe at its auction events.

Previous report

Total revenue increased 112% to $3.7 billion as compared to 2022, with total service revenue increasing by 160% and inventory sales revenue increasing by 39%. IAA contributed $1.8 billion, or 48% of total revenues in 2023 since its acquisition on March 20, 2023. Excluding IAA, total revenue increased 11% to $1.9 billion in 2023, with total service revenue increasing by 16% and inventory sales revenue increasing by 2%.

Previous report

Service revenue is comprised of commissions earned on service GTV, buyer fees earned on total GTV, as well as revenues earned from our marketplace services. Commissions include revenue earned from consignors or sellers from the sale of assets from straight, fixed or guarantee commission contracts. Buyer fees include buyer fees earned from purchasers on the sale of inventory or consigned assets. Marketplace services revenue includes fees earned from value-added services provided to customers such as refurbishment, parts procurement, data, transportation and logistics, inspection, appraisals, online listing, financing, title and liens processing, as well as other auction-related fees.

Previous report

In 2023, total service revenue increased 160% in line with higher service GTV increase of 143%, with buyer fees increasing 383%, commissions increasing 66% and marketplace services revenue increasing 61%.

Previous report

Buyer fees increased 383%, significantly exceeding the 131% increase in total GTV, mainly due to higher buyer fee rates and lot volumes with the inclusion of IAA. IAA contributed $1.1 billion, or 95% of the increase in buyer fees. Excluding IAA, the increase in buyer fees were driven by an increase in minimum buyer fee rates implemented in early 2023.

Previous report

Commissions revenue increased 66%, less than the 143% increase in Service GTV, mainly due to the inclusion of IAA as IAA earns lower commission rates on Service GTV through its fixed fee commission contracts with its consignors. IAA contributed $276 million, or 86% of the increase in total commissions revenue. Excluding IAA, commissions revenue was also impacted by softer straight commission and guarantee performances across all regions, most notably in the United States. In the United States, these softer performances were mainly due to higher volumes sold from our strategic accounts team in the rental and transportation sectors. In Canada, we also saw several large strategic contracts contribute to softer guarantee and straight commissions revenues.

Previous report

Marketplace services revenue increased 61%, driven partly by the inclusion of IAA, which contributed 60% of the increase from its auction-related buyer services and subscription fees and title and liens processing fees. Excluding IAA, marketplace services revenue increased across all regions due to higher ancillary revenue, in line with higher GTV volume, and higher document fees from rate increases introduced in early 2023 and from rate harmonization in our online marketplaces. We also benefited from the inclusion of

Previous report

transportation services revenue from the acquisition of VeriTread and higher listing fee revenue from increased online volumes in the United States.

Previous report

In 2023, inventory sales revenue increased 39% primarily due to the inclusion of IAA, which contributed 94% of the increase. Excluding IAA, inventory sales revenue increased mainly due to higher volumes of inventory packages in the United States, sourced through our strategic accounts, and the addition of several new auction events. Despite the volume growth, we saw softer price realization on various inventory packages due to macroeconomic pressures on pricing. In International, we saw lower inventory volumes in Australia, partly due to a shift in its revenue mix and an auction event that did not repeat, partially offset by positive performances in Europe driven by an increase in locally sourced inventory packages.

Previous report

Costs of services increased 499% to $1.0 billion mainly due the inclusion of IAA, which accounted for 95% of the increase. IAA's cost of services includes direct expenses incurred for regular weekly auction events, primarily relating to tow costs, employee compensation, and operating lease costs for auction sites, as well as costs to provide title search. Excluding IAA, we saw higher costs of services from increased volumes in our ancillary business, mainly in repairs and hauling, in line with total GTV growth. We also incurred higher employee labor costs to support the growth in our service GTV, partly driven by higher volume of online transactions. In addition, we also incurred higher transportation costs from the inclusion of VeriTread since its acquisition in the beginning of the year.

Previous report

Inventory rate decreased to 5.6% from 10.9%, mainly driven by unfavorable pricing conditions in most regions, particularly across North America, where prices declined faster than anticipated between the purchase and sale dates of inventory.

Previous report

Cost of inventory sold increased 47% to $893.6 million, while inventory sales revenue increased 39%. Cost of inventory sold increased at a higher rate than inventory sales revenue as a result of softer performances on our inventory contracts, primarily in North America. These softer performances were driven by a higher proportion of inventory packages with unfavorable pricing conditions, some of which were signed strategically due to the competitive landscape, particularly in Canada.

Previous report

Selling, general and administrative expenses increased 38% to $743.7 million primarily due to the inclusion of IAA, which contributed 74% of the increase, and includes mainly employee compensation expenses, technology costs and professional fees for technology development activities. Excluding IAA, the remaining increase was primarily driven by higher employee compensation costs due to an increase in headcount to support our sales, operations and strategic growth initiatives, and higher severance and settlement costs relating to the departures of certain former executives. We also incurred higher technology costs as we continue to shift to modernized payment solutions and cloud-based solutions to improve customer and employee experiences. Further, we saw higher advertising and promotion costs to promote new sales initiatives and higher global travel costs. These increases were partially offset by lower incentive-based compensation expense.

Previous report

Operating income increased 4%, primarily driven by the inclusion of revenues less operating expenses from IAA. In addition, excluding IAA, we also saw higher flow through from higher service revenue, partially offset by higher depreciation and amortization costs driven by the amortization of the acquired intangible assets from acquisition of IAA, the $169.1 million gain on the Bolton property in 2022 that did not recur this year, and higher acquisition-related and integration costs as discussed above.

Previous report

We recorded an income tax expense of $76.4 million in 2023, compared to $86.2 million in 2022. Our effective tax rate was 27.1%, compared to 21.2% in 2022. The increase in the effective tax rate over the comparative period was primarily attributable to the non-taxable portion of the gain on sale of the Bolton property in 2022 that did not recur in 2023, and an increase in non-deductible expense

Previous report

in the current period. The increase in the effective tax rate was partially offset by a higher benefit related to Foreign-Derived Intangible Income ("FDII") in the current period when compared to prior period.

Previous report

Net income attributable to controlling interests decreased 35% to $206.5 million, compared to $319.7 million in 2022. The decrease was primarily due to higher interest expense from higher debt to fund the acquisition of IAA and a rise in interest rates, partially offset by higher interest income, also due to a rise in interest rates, and lower income tax expense, as discussed above.

Previous report

In February 2023, we issued $485.0 million of Series A Senior Preferred Shares and$15.0 million of common shares to Starboard. As the Series A Senior Preferred Shares are considered a participating security, we calculate diluted EPS using the two-class method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares to common shares, as well as the effect of any shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive. Under this method, earnings are allocated to holders of common stock and holders of Series A Senior Preferred Shares based on dividends declared and their respective participation rights in undistributed earnings. As a result, our net income available to common stockholders is lower by the cumulative dividends and allocated earnings to Series A Senior Preferred shareholders.

Previous report

Adjusted operating income increased 127% to $905.3 million, compared to $399.4 million in 2022.

Previous report

Adjusted net income available to common stockholders increased 86%, to $502.2 million, compared to $269.9 million in 2022.

Previous report

Total service revenue take rate: Total service revenue divided by total GTV.

Previous report

Historically, we reported total lots sold excluding lots sold in our GovPlanet business. Commencing in the first quarter of 2023, as a result of a change in management organizational structure and the acquisition of IAA, management reviews all auction metrics of the combined businesses as a whole, which includes GovPlanet. In addition, the total bids per lot sold metric was historically used by management as a key metric. This metric has been discontinued since the first quarter of 2023 as it is no longer considered meaningful when reviewing the auction metrics of the combined business and of our one reportable segment.

Previous report

We believe it is meaningful to consider revenue in relation to GTV. Total GTV and revenue by geography are presented below, along with comparative periods.

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Reworded paragraphs (52)

Previous wording

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“US GAAP”). Except for GTV, which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in millions of United States (“U.S.”) dollars.

Current wording

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“US GAAP”). Except for Gross Transaction Value ("GTV"), which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in millions of United States (“U.S.”) dollars.

Previous wording

Established in 1958, RB Global, Inc., formerly known as Ritchie Bros. Auctioneers Incorporated (NYSE and TSX: RBA), is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc. ("IAA"), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services ("Rouse"), which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip Inc. ("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport.

Current wording

Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc. ("IAA"), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services ("Rouse"), which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip Inc. ("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport.

Previous wording

The automotive sector includes all consumer automotive vehicles. The commercial construction and transportation sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers. The other sector primarily includes assets and equipment sold in the agricultural, forestry and energy industries, and government surplus assets, as well as smaller consumer recreational transportation items. All sectors include salvage and non-salvage transactions.

Current wording

Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers. Our automotive sector includes all consumer automotive vehicles. The other sector primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business. All sectors include salvage and non-salvage transactions.

Previous wording

Gross transaction value: Represents total proceeds from all items sold at the Company’s auctions and online marketplaces. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements.

Current wording

GTV: Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements.

Previous wording

Net income available to common stockholders for 2023 decreased 45% to $174.9 million, compared to $319.7 million in 2022. Diluted earnings per share (“EPS”) available to stockholders decreased 64% to $1.04 from $2.86 per share. Diluted adjusted EPS available to stockholders increased 24% to $2.99 per share in 2023 as compared to $2.41 per share in 2022.

Current wording

•Diluted earnings per share (“EPS”) available to stockholders increased 93% to $2.01 per share.

Previous wording

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased 122% to $1.0 billion.

Current wording

•Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 26% to $1.3 billion.

Previous wording

In addition to our growth through two acquisitions this year, below are some other notable operational highlights during 2023:

Current wording

Below are some other notable operational highlights during 2024:

Previous wording

•Ritchie Bros. had strong operating results and record growth, resulting in a 15% year-over-year increase in total GTV and 11% year-over year increase in total revenues.

Current wording

•RB Global had strong operating results and growth, resulting in a 14% year-over-year increase in total GTV and 16% year-over year increase in total revenues.

Previous wording

Foreign exchange gain (loss) for the years ended 2022 and 2021 have been reclassified from operating income to a separate line below operating income, refer to our consolidated financial statements in "Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies" of this document.

Current wording

1 Foreign exchange gain (loss) for the year ended 2022 has been reclassified from operating income to a separate line below operating income.

Previous wording

The following table illustrates the breakdown of total lots sold by sector for the year ended December 31, 2023, December 31, 2022, and December 31, 2021.

Current wording

The following table illustrates the breakdown of total lots sold by sector for the periods indicated:

Previous wording

Acquisition-related and integration costs increased 479% to $216.1 million, primarily given the significant investment banking, consulting, legal and financing costs incurred to effect the acquisition of IAA. Since the acquisition of IAA we have also incurred significant severance costs to employees of the combined business as a result of restructuring and integrating the various business functions, including severance costs to certain key executives. To support our integration activities and help us achieve cost synergies, we have also incurred integration costs to third-party advisors and consultants. In addition, for the benefit of the combined business, we also recorded a net $16.3 million expense as settlement for the termination of a non-compete agreement bound by IAA prior to the acquisition.

Current wording

Acquisition-related and integration costs decreased 87% to $29.0 million, primarily given the significant investment banking, consulting, financing, legal and other acquisition-related costs incurred in the prior year to complete the acquisition of IAA on March 20, 2023. We have also incurred lower severance and integration costs as integration activities and restructuring is being completed. In addition, we recognized a net $16.3 million expense as settlement for the termination of a non-compete agreement bound by IAA prior to the acquisition in the prior year.

Previous wording

Diluted EPS available to stockholders decreased 64% to $1.04 per share compared to $2.86 in 2022, primarily due to the increase in the number of shares issued for the acquisition of IAA and by the decrease in net income as described above.

Current wording

Diluted EPS available to stockholders increased 93% to $2.01 per share compared to $1.04 in 2023. The increase is primarily due to an increase in net income attributable to controlling interests, as described above, partially offset by an increase in the weighted average number of dilutive shares outstanding primarily driven by the shares issued for the acquisition of IAA on March 20, 2023.

Previous wording

In 2023, approximately 29% of our revenues and 30% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 42% and 34%, respectively, in 2022.

Current wording

In 2024, approximately 27% of our revenues and 29% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 29% and 30%, respectively, in 2023.

Previous wording

We recognized $1.8 million in foreign exchange losses in 2023 and $1.0 million of gains in 2022. Foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses. These impacts were mainly due to the fluctuations in the Euro, Australian dollar and the Canadian dollar exchanges rates relative to the U.S. dollar during the year.

Current wording

We recognized $1.9 million in foreign exchange losses in 2024 and $1.8 million of losses in 2023. Foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses. These impacts were mainly due to the fluctuations in the Canadian dollar, British pound sterling, and Australian dollar exchanges rates relative to the U.S. dollar during the year.

Previous wording

Diluted adjusted EPS available to common stockholders increased 24% to $2.99 per share, compared to $2.41 per share in 2022.

Current wording

Diluted adjusted EPS available to common stockholders increased 17% to $3.49 per share, compared to $2.99 per share in 2023.

Previous wording

Adjusted EBITDA increased 122% to $1.0 billion, compared to $465.2 million in 2022.

Current wording

Adjusted EBITDA increased 26% to $1.3 billion, compared to $1.0 billion in 2023.

Previous wording

We have a credit agreement (the "Credit Agreement"), which is comprised of multicurrency revolving facilities (the “Revolving

Current wording

We have a credit agreement (the "Credit Agreement"), which is comprised of multicurrency revolving facilities and the Term Loan A facility (the “TLA Facility”). The TLA Facility is comprised of a facility denominated in US dollars (the "USD TLA Facility"), and a facility denominated in Canadian dollars (the "CAD TLA Facility"). TLA Facility borrowings bear interest at a benchmark rate plus an applicable margin. The Credit Agreement matures on September 21, 2026.

Previous wording

On March 15, 2023, to finance the acquisition of IAA, we completed the offering of two series of senior notes: (i) $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (together the “2023 Notes”).

Current wording

At December 31, 2024, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 (the "Secured Notes"), and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (the "Unsecured Notes") (collectively, the "Notes"). These Notes were used, along with the USD TLA Facility, to fund the acquisition of IAA, and accrue interest to be paid in cash semi-annually in arrears. The Secured Notes are jointly and severally guaranteed on a senior secured basis and the Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by

Previous wording

Credit facilities at December 31, 2023 and 2022 were as follows:

Current wording

The below were our committed and uncommitted revolving credit facilities at December 31, 2024 and 2023:

Previous wording

Our ability to borrow under our syndicated revolving credit facility is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio. In the event of sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under our Credit Agreement. We continue to evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants.

Current wording

Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio. In the event of sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under our Credit Agreement. We continue to evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants.

Previous wording

Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to holders of Series A Senior Preferred Shares, (ii) settlement of contracts with consignors and other suppliers, (iii) personnel expenditures, with a majority of bonuses paid annually in the first quarter following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments on short-term debt and long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances against our auction contracts, as well as advance charges paid on a seller's behalf. In the current high interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.

Current wording

Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to preferred equity holders, (ii) settlement of contracts with consignors, partners and other suppliers, (iii) personnel expenditures, with a majority of short-term incentive compensation paid annually in the first quarter following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments on our short-term debt, as well as interest payments on both our short-term and long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances.

Previous wording

Our long-term cash requirements include scheduled principal repayments of long-term debt relating to the TLA Facility of $1.8 billion and the 2023 Notes of $1.4 billion, repayment of any drawn funds under our revolving credit facilities, as well as scheduled repayments of operating and finance lease obligations relating to the Company’s commercial leases for various auctions sites, branches and offices, operating leases for computer equipment, software, motor vehicles and small office equipment, and finance lease arrangements for certain vehicles, computers, yard equipment, fixtures, and office furniture. In addition, we also have scheduled repayments due on our equipment financing obligations. For more information on our debt and leases, see "Part II, Item 8: Financial Statements and Supplementary Data - Note 15 Other Current Assets" and "Item 8: Financial Statements and Supplementary Data - Note 18 Intangible Assets" respectively, in our consolidated financial statements.

Current wording

Our long-term cash requirements include scheduled principal repayments of long-term debt upon maturity relating to the TLA Facility and the Notes, repayment of any drawn funds under our revolving credit facilities, as well as scheduled repayments of operating and finance lease obligations relating to the Company’s commercial leases for various auctions sites, branches and offices, operating leases for computer equipment, software, motor vehicles and small office equipment, and finance lease arrangements for certain vehicles, computers, yard equipment, fixtures, and office furniture. In addition, we also have scheduled repayments due on our equipment

Previous wording

Cash provided by operating activities can fluctuate significantly from period to period. We assess our liquidity based on our ability to generate cash and secure credit to fund operating, investing, and financing activities. Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, our net capital spending 1, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $729.7 million, is sufficient to fund our current and planned operating activities.

Current wording

Cash provided by operating activities can fluctuate significantly from period to period. We assess our liquidity based on our ability to generate cash and secure credit to fund operating, investing, and financing activities. Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, our net capital spending 1, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $720.9 million, is sufficient to fund our current and planned operating activities.

Previous wording

Net cash provided by operating activities was $544.0 million in 2023, as compared to net cash provided by operating activities of $463.1 million in 2022. Net cash provided by operating activities increased $80.9 million mainly due to net cash generated by the inclusion of IAA income from operations, partially offset by a net cash outflow from the change in operating assets and liabilities of $294.9 million. The net cash outflow from the change in operating assets and liabilities was primarily driven by the timing, size, and number of auctions, as well as higher outflows for operating lease payments from the inclusion of IAA since its acquisition. We also saw higher tax payments relating to the timing of installments paid, as well as higher taxable income, and taxes paid in 2023 for the gain on the sale of the Bolton property. As a result of the inclusion of IAA, we also saw higher outflows relating to prepaid consigned vehicle charges. These outflows were partially offset by the change in book overdrafts, higher accrued interest on higher debt levels, timing of incentive-based employee compensation, higher accruals for severance, and the receipt of certain leasehold improvement reimbursements.

Current wording

Net cash provided by operating activities was $932.0 million in 2024, as compared to net cash provided by operating activities of $544.0 million in 2023. The increase of $388.0 million is mainly due to an increase in net income, as discussed above, and a lower cash outflow from the net change in operating assets and liabilities of $43.9 million. The decrease in cash outflow from the net change in operating assets and liabilities was primarily driven by an increase in book overdrafts, due to timing, prepaid consigned vehicle charges due to the inclusion of IAA, and lower tax payments due to the non-repeat of taxes paid in 2023 for the taxable gain portion on the sale of the Bolton property. In addition, we also saw lower cash outflows relating to timing of payments for inventory purchases and timing of recovery of advances from customers. These decreases in cash outflows were partially offset by timing and settlement of higher interest payments on our debt, as well as the size and timing of our auctions. In addition, as a result of the inclusion of IAA from its acquisition on March 20, 2023, in the current year, we saw higher cash outflows in incentive-based employee compensation, higher payments for indirect taxes, lower reimbursement of leasehold improvements from lessors, as well as higher operating lease payments.

Previous wording

Net cash provided by financing activities was $2.7 billion in 2023, as compared to net cash used in financing activities of $1.3 billion in 2022. Net cash provided by financing activities increased $3.9 billion, mainly driven by financing raised through the TLA Facility for $1.8 billion and issuances of the 2023 Notes for $1.4 billion to fund the IAA acquisition in the first quarter of 2023. Further, we received $496.9 million of net proceeds from the issuance of $485.0 million of participating Series A Senior Preferred Shares and$15.0 million of common stock in the first quarter of 2023, net of issuance costs. We also repaid $654.4 million of long-term debt relating to the redemption of our 2016 Notes and repayment of $150.0 million on our USD TLA Facility, as compared to $1.1 billion of debt repaid in 2022. In addition, we received cash inflows from higher proceeds from the exercise of employee stock options, and from financing certain equipment purchases. These increases were partially offset by $213.2 million higher dividends paid during the year, primarily due to the payment of a special dividend, as well as due to a higher number of shares outstanding from the acquisition of IAA, and payment of quarterly dividends to holders of the Series A Senior Preferred Shares. We also incurred higher debt issuance costs in connection with the financing of the TLA Facility and the 2023 Notes compared to prior year.

Current wording

Net cash used in financing activities was $645.5 million in 2024, as compared to net cash provided by financing activities of $2.7 billion in 2023. The change is primarily driven by higher cash inflows in the prior period, as we raised $3.1 billion in debt to fund the acquisition of IAA through the TLA Facility and the Notes, net of debt issuance costs, and received $496.9 million in net proceeds from the issuance of the Series A Senior Preferred Shares and common stock. In addition, we repaid $600.0 million of long-term debt in the first half of 2023 for the redemption of our 2016 Notes and $100.0 million repayment of debt on our USD TLA Facility, as

Previous wording

We declared and paid a regular cash dividend of $0.27 per common share for the quarters ended September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022 and September 30, 2022. On March 7, 2023, we declared a special cash dividend of $1.08 per share, contingent on the closing of the acquisition of IAA, payable to stockholders of record at the close of business on March 17, 2023, excluding holders of Series A Senior Preferred Shares (the “Special Dividend”). The Special Dividend was paid in cash on March 28, 2023 following the acquisition of IAA. We also recorded Preferential Dividends of $24.3 million, of which $1.1 million was accrued and unpaid at December 31, 2023, and Participating Dividends of $7.3 million to the holders of the Series A Senior Preferred Shares. We have declared, but not yet paid, a dividend of $0.27 per common share for the quarter ended December 31, 2023. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.

Current wording

We declared and paid a regular cash dividend of $0.29 per common share for the quarters ended September 30, 2024, and June 30, 2024, and $0.27 per common share for the quarters ended March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023. On March 7, 2023, we declared a special cash dividend of $1.08 per share, payable to stockholders of record at the close of business on March 17, 2023, excluding holders of Series A Senior Preferred Shares (the “Special Dividend”). The Special Dividend was paid in cash on March 28, 2023, following the acquisition of IAA. We have declared, but not yet paid, a dividend of $0.29 per common share for the quarter ended December 31, 2024. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.

Previous wording

Accounting for business combinations requires estimates with respect to the fair value of the assets acquired and liabilities assumed. Such estimates of fair value require valuation methods, which rely on significant estimates and assumptions, especially for intangible assets. In connection with the IAA purchase price allocation, the valuation of intangible assets required significant estimates and assumptions, and the valuations of property, plant, and equipment, and operating lease right-of-use assets also required estimates and assumptions.

Current wording

Accounting for business combinations requires estimates with respect to the fair value of the assets acquired and liabilities assumed. Such estimates of fair value require valuation methods, which rely on significant estimates and assumptions, especially for intangible assets. In connection with the IAA purchase price allocation, which was finalized in the first quarter of 2024, the valuation of intangible assets required significant estimates and assumptions, and the valuations of property, plant, and equipment, and operating lease right-of-use assets also required estimates and assumptions.

Previous wording

The valuation of customer relationship intangible assets was performed using the multi-period excess earnings method of the income approach and required significant estimates and assumptions regarding revenue growth rates and discount rates, and the valuation of other acquired intangible assets was performed using the relief from royalty method of the income approach and required estimates and assumptions regarding revenue growth rates, royalty rates, customer attrition rates, and discount rates, as applicable. The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions, including assumptions as to the occurrence of future events. The discount rates used to discount expected cash flows to

Current wording

The valuation of customer relationship intangible assets was performed using the multi-period excess earnings method of the income approach and required significant estimates and assumptions regarding revenue growth rates and discount rates, and the valuation of other acquired intangible assets was performed using the relief from royalty method of the income approach and required estimates and assumptions regarding revenue growth rates, royalty rates, customer attrition rates, and discount rates, as applicable. The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions, including assumptions as to the occurrence of future events. The discount rates used to discount expected cash flows to present values were derived from a weighted average cost of capital analysis and adjusted to reflect inherent risks. The valuation of most acquired property, plant, and equipment, other than land, was performed using the replacement cost method of the cost approach and required certain estimates and assumptions regarding estimates of replacement cost and adjustments to account for physical deterioration and obsolescence. The fair value of most acquired land and the off-market component of right-of-use assets were estimated using sales comparison method of the market approach and included certain estimates and assumptions with respect to market value or market rents, growth rates, and discount rates, as applicable.

Previous wording

If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what management believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit.

Current wording

An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit.

Previous wording

We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a standardized

Current wording

We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a

Previous wording

meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with US GAAP.

Current wording

standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The

Previous wording

We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items, which we refer to as “adjusting items.”

Current wording

We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our

Previous wording

(3)Adjusted net income available to common stockholders represents net income available to common stockholders, excluding the effects of adjusting items.

Current wording

Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the

Previous wording

Adjusted operating income eliminates the financial impact of adjusting items from operating income, which are significant items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, gain on disposition of property, plant and equipment and related costs, prepaid consigned vehicle charges, executive transition costs, and certain other items, which we refer to as “adjusting items.”

Current wording

effects of adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense,

Previous wording

(2)Net income available to common stockholders is computed as: net income attributable to controlling interests less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.

Current wording

Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative

Previous wording

(4)Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.

Current wording

Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common

Previous wording

The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our consolidated financial statements.

Current wording

The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common

Previous wording

We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between different financial periods. We use adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs.

Current wording

We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between

Previous wording

(2)Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on pages 60-63.

Current wording

Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting

Previous wording

(2)Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described in pages 60-63.

Current wording

interest income from net income, as well as adding back the adjusting items as described on page 50.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

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Current report — wording carried from elsewhere

We believe that our existing working capital and availability under our credit facilities are sufficient to satisfy our present operating requirements and contractual obligations, including the CRA matter noted above. In the current interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.

Current report — wording carried from elsewhere

financing obligations. For more information on our debt and leases, see "Part II, "Item 8: Financial Statements and Supplementary Data - Note 21 Debt" and "Item 8: Financial Statements and Supplementary Data - Note 25 Leases" respectively, in our consolidated financial statements.

Current report — wording carried from elsewhere

presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not

Current report — wording carried from elsewhere

intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with US

Current report — wording carried from elsewhere

net income available to common stockholders for the relevant financial period, and eliminates the financial impact of adjusting items

Current report — wording carried from elsewhere

we do not consider to be part of our normal operating results. Diluted adjusted EPS available to common stockholders eliminates the

Current report — wording carried from elsewhere

financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal

Current report — wording carried from elsewhere

acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items.

Current report — wording carried from elsewhere

dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.

Current report — wording carried from elsewhere

stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the

Current report — wording carried from elsewhere

two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred

Current report — wording carried from elsewhere

Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.

Current report — wording carried from elsewhere

stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most

Current report — wording carried from elsewhere

directly comparable GAAP measures in our consolidated financial statements:

Current report — wording carried from elsewhere

different financial periods. We use adjusted EBITDA as a key performance measure because we believe it facilitates operating

Current report — wording carried from elsewhere

performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental

Current report — wording carried from elsewhere

calculated from, our consolidated financial statements:

Current report — wording carried from elsewhere

We believe that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods

Current report — wording carried from elsewhere

provides useful information about the performance of our operations, as an indicator of the amount of time it would take us to settle

Current report — wording carried from elsewhere

debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated

Current report — wording carried from elsewhere

about the after-tax return generated by our investments. Adjusted ROIC is a measure used by management to determine how

Current report — wording carried from elsewhere

productively the Company uses its long-term capital to gauge investment decisions.

Current report — wording carried from elsewhere

ROIC is calculated as reported return divided by average invested capital. Reported return is defined as net income attributable to

Current report — wording carried from elsewhere

Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow. Please refer to page 50 for a summary of adjusting items.

Current report — wording carried from elsewhere

The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests and adjusted
Rearranged previous paragraphs (14)

Previous report — wording carried elsewhere

The following table illustrates the breakdown of total GTV by sector for the year ended December 31, 2023, December 31, 2022, and December 31, 2021.

Previous report — wording carried elsewhere

We believe that our existing working capital and availability under our credit facilities are sufficient to satisfy our present operating requirements and contractual obligations.

Previous report — wording carried elsewhere

present values were derived from a weighted average cost of capital analysis and adjusted to reflect inherent risks. The valuation of most acquired property, plant, and equipment, other than land, was performed using the replacement cost method of the cost approach and required certain estimates and assumptions regarding estimates of replacement cost and adjustments to account for physical deterioration and obsolescence. The fair value of most acquired land and the off-market component of right-of-use assets were estimated using sales comparison method of the market approach and included certain estimates and assumptions with respect to market value or market rents, growth rates, and discount rates, as applicable.

Previous report — wording carried elsewhere

(3)Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital.

Previous report — wording carried elsewhere

Adjusting items for the year ended December 31, 2022:

Previous report — wording carried elsewhere

Recognized in the fourth quarter of 2022

Previous report — wording carried elsewhere

Recognized in the third quarter of 2022

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Recognized in the second quarter of 2022

Previous report — wording carried elsewhere

Recognized in the first quarter of 2022

Previous report — wording carried elsewhere

Adjusting items for the year ended December 31, 2021

Previous report — wording carried elsewhere

Recognized in the fourth quarter of 2021

Previous report — wording carried elsewhere

Recognized in the third quarter of 2021

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Recognized in the second quarter of 2021

Previous report — wording carried elsewhere

Recognized in the first quarter of 2021