Welcome to the RXO Q4 2022 Earnings Conference Call and Webcast. My name is Michelle, and I will be the operator for today's call. Please note that this conference is being recorded. During this call, the Company will make certain forward-looking statements within the meaning of the federal securities laws which, by their nature, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. A discussion of factors that could cause actual results to differ materially is contained in the Company's SEC files, as well as the earnings release. You should refer to a copy of the Company's earnings release in the Investor Relations section of the Company's website for additional important information regarding forward-looking statements, and disclosures and reconciliations of the non-GAAP financial measures that the Company uses when discussing its results. I will now turn the call over to Drew Wilkerson. Mr. Wilkerson, you may begin.

Good morning, everyone. Thanks for joining today's earnings call, our first since our spin-off from XPO. Joining me today in Charlotte are Chief Financial Officer, Jamie Harris; and Chief Strategy Officer, Jared Weisfeld. Our first quarterly report as a standalone company was a strong one, despite the challenging macroeconomic environment. We reported adjusted EBITDA of $64 million. Our Q4 results were driven by another quarter of profitable volume growth in brokerage, despite a muted peak season. Our complementary services, including last mile and managed transportation, also performed well. Overall, our gross margin remained strong at 19.6%, up 250 basis points year-over-year. Our tech-enabled brokerage business continued to significantly outperform the industry, take share and grow volume profitably. We set a new volume record in the fourth quarter. Brokerage volume was up 4% year-over-year in the fourth quarter of 2022. For the year, we grew brokerage volume by 12%. We are proud of our sustained volume growth. Since the fourth quarter of 2020, RXO's brokerage volume has increased by 27%. And since 2019, our brokerage volume has increased by 56%. We are focused on continuing this momentum, and we are confident that we will deliver. This is profitable growth. In the fourth quarter, brokerage gross margin was 17.9%, an increase of 290 basis points year-over-year. Many of our complementary services also performed well. Our managed transportation pipeline is especially strong right now, and the business won several contracts with large, new customers. In above-market, large shippers are more likely to outsource their transportation departments to RXO. And when they do, they stay with us for years to come. Additionally, last mile performance in the quarter was strong, despite the difficulties facing the retail and e-commerce sectors. December 2022 was our strongest December in terms of stops since 2019. In freight forwarding,…

Thank you, Drew, and good morning to everyone. In our first quarter as a stand-alone company, we generated $1.1 billion in revenue compared to $1.3 billion in the fourth quarter of 2021. Profitability remained strong with a 19.6% gross margin, up 250 basis points year-over-year. Our adjusted EBITDA was $64 million in the quarter compared to $77 million in the fourth quarter of 2021. And our adjusted EBITDA margin was 5.7%, down 10 basis points from the fourth quarter of 2021. We are very pleased with these results given the overall economic environment. Adjusted earnings for the quarter was $0.28 per share. Our results were driven by another quarter of profitable market share gains in brokerage, as well as good results in our last mile and our managed transportation service offerings. Importantly, we continued to outperform the industry. Despite a muted peak season, we grew brokerage volume by 4% year-over-year and 6.5% sequentially. We are pleased to report that we set a new volume record in the fourth quarter. From a profitability standpoint, brokerage results were again best-in-class with brokerage gross margins up 290 basis points year-over-year. Below the line, our interest expense for the quarter was $5 million. Our adjusted effective tax rate was 21.5% in the quarter, lower than our expectations, driven by discrete non-recurring tax items. Regarding cash, we continue to have a strong balance sheet, and we had a strong cash collections in the quarter. As I will discuss the cash today, I would like to refer you to Slide 10 of the investor deck for reference. We ended the quarter with $98 million of cash. This is consistent with our internal expectations as we had non-recurring cash outflows of $27 million post-spin, which was completed on November 1. $21 million of the cash outflows were…

Thanks, Jamie, and good morning, everyone. It's a pleasure to be with you on our first earnings call post-spin. I'd like to start with the structural profitability of our business. We have gained market share with best-in-class volume growth enabled by our technology. Importantly, we have done this profitably, more than doubling our adjusted EBITDA since 2019. We often get asked about our current gross profit per load relative to historical levels. Within our brokerage business, our Q4 gross profit per load was roughly in line with our three-year average. The diversity of our business helped us outperform in the quarter. While our retail and e-commerce volumes declined as expected volumes in automotive, home and building materials, professional services and healthcare, all grew solidly on a year-on-year basis. Our technology also helped us outperform and optimize our profitability and contracts and spot mix. This quarter, we again had a favorable contract mix with contractual volume representing 75% of our business in Q4, up 200 basis points sequentially and 600 basis points when compared to the fourth quarter of 2021. Our technology is also fueling our continued market share gains. In Q4, 87% of our loads were created or covered digitally. This was the result of continued adoption of our technology in addition to a platform capability within RXO Connect that was not previously captured by this measure. We expect the percentage of loads created will cover digitally to grow sequentially into the first quarter. The RXO drive app has been downloaded more than 920,000 times, up 45% year-over-year. Average weekly users increased 30% year-over-year in Q4. Registered carriers increased 42% year-over-year. And importantly, seven-day carrier retention was strong 74%. Looking into Q1, we are cognizant of the broader macroeconomic environment, and where we are in the freight cycle. I wanted…

Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Stephanie Moore of Jefferies. Please go ahead.

Hi. Good morning. Thank you, and congrats on a nice quarter.

Thank you, Stephanie.

I wanted to touch on just the volume outperformance. Clearly quite strong in the fourth quarter, just continuing into the first quarter. Also, I think what stood out to me was just the increase in bid opportunities, despite the softer market in the fourth quarter. So maybe you could talk a little bit about some of the volume wins that you're seeing, really what you've seen in terms of some large contract wins that might be driving this outperformance? Or if you could kind of pinpoint any other major drivers for the strong results? Thank you.

Yes, absolutely. So thank you for the question, Stephanie. This is Drew. When you look at our volume outperformance in the market, we've got great relationships with our customers. Our top customers have been with us for 16 years on average. They come back to us year after year, and they continue to grow with us because we provide a great service, we create solutions for them that contribute to their supply chain efficiency and their transportation budget, and we've got the best technology in the market that helps them decide things like what day of the week they should ship something, what mode of transportation they should use, will even help customers decide where they should place warehouses as far as to efficiently route their transportation. So when you look at why customers are choosing us, is because of the service that we offer, is because of the capacity that we bring, is because of the technology. When you look at in the fourth quarter, our bid revenue was up 70% on a year-over-year basis, and that's even with revenue per load coming down. And we did that with 30% more customer count. So we've got a great momentum on the sales side, and we're positioning ourselves well for when the market inflects.

Thank you. And then just a second question for me. On share repurchases, I am just looking at the slide and the repayment of the CARES Act, which I didn't realize was something that are didn't account for. Is that – would that preclude you from being able to do share repurchases until that's fully paid? Just any commentary there would be helpful. Thank you.

No, that would not prevent us from doing that. And this is the final piece of the CARES Act – payroll deferment that happened a couple of years ago. So we're totally done with that. But it should not require – prevent us from doing anything there.

Got it. Thanks so much.

Thank you. The next question comes from Ken Hoexter of BofA. Please go ahead.

Hey, good morning, and congrats on the first public quarter. Drew, I guess, maybe you could talk a little bit more on Stephanie's question on the bid season. How do you – maybe can you quantify or talk about, how we should think about volume gains into the year? Is it still too early to talk about that? You obviously are confident on volumes being positive for the first quarter. Is there any insight thereafter? And when you say 87% created or covered digitally, can you kind of pinpoint what is fully digital start to finish, so we can understand, how much of it is just fully on the system?

Yes. So Ken, when you just look at the overall macro environment that we're in, it's still a tough macroeconomic environment. So we're proud of the fact that we're going to be able to grow volumes again in the first quarter. As you look towards the back half of the year, some of what we're hearing from our customers is their conversations are shifting from where they were six, nine months ago towards destocking, and now talking a little bit more about restocking. That's not something that's unique to us. That's something that will be – potentially be a benefit to the entire industry. What is idiosyncratic to our business is the pipeline and the sales momentum that we have in the quarter. So for that, that's why I'm positive on when the market inflects, we positioned ourselves very, very well. This market that we're in right now really separates the haves from the have-nots. And what I mean by that is customers are consolidating the number of carriers that they're working with. They're looking for carriers that provide solutions for them to contribute to their supply chain efficiency. They're looking for carriers that have technology to integrate with their system, and they're looking for carriers who have access to a lot of capacity and can service them at scale. That's something that we check the box on all of those for our customers. So we're excited on that. The second part of your question is we were 87% created or covered digitally. That's what we feel is the most important metric. The created or covered is something that we continue to gain adoption of, and it's a significant portion and continuing to grow, but not a number that we're disclosing at this point. We think it's important to look at half of the order being carrier, half of the order being customer. And what part of that – what life of the cycle of the order is fully digital.

Just to clarify, when you talk the share wins in bid season, is that intending gross profit per load. Should we read that as using pricing to win those volumes to outpace the market? Or I just want to understand the message we should read through that in terms of winning that share?

Absolutely not. We price in line with the market. And we feel because of our technology, because of our pricing algorithms, we are able to operate at best-in-class gross profit percentages, what you saw in the fourth quarter. We operated at 18% gross profit percentage in brokerage, which is actually up 290 basis points on a year-over-year basis. So for us, we price business to be able to go and take market share, but to do it profitably.

Great.

Thank you. The next question comes from Scott Group of Wolfe Research.

Thanks, good morning. Jared, any color on – you talked about gross profit per load sort of near historical averages. How much would it have to decline to get to historical troughs, once I assume you get there sort of around the bottom of the cycle, when spot rates start moving up. And then you made some comments about 1Q EBITDA can be high-single to 20% of full-year EBITDA. Should we think about that as a comment relative to sort of the $300 or so million of EBITDA you did last year? Or how should we – what percentage of what, I guess, we're not really sure how you're thinking about full-year EBITDA.

Sure. Good morning, Scott. Thanks for the question. So with respect to your second question, I'll take that first. So first quarter as a public company, and we wanted to give you some additional color of current cycle dynamics. We thought it would be helpful and instructive to give you context based on historical results at this point of the cycle. I can certainly appreciate that it's a wide range. But historically, we wanted to give you some color that we've seen quarters represent anywhere between, call it, high single digits and low-20% of full-year EBITDA. And that's referring to where we are from a cycle dynamic perspective. In terms of your first question with respect to my comment that we're currently operating in Q4 at a gross profit per load in line with our three-year historical average. I just wanted to give you that as a sense as it relates to the fact that ultimately, we have seen our gross profit per load moderate. We wanted to give you context of where we're punching at relative to our three years on a go-forward basis. As Drew mentioned in the prior question, we continue to bid and that we're bidding for profitable growth. These are gross margins in the current quarter, up about 300 basis points year-on-year. I'm not going to go into the dynamics in terms of where we are relative to trough, but you should certainly think about – as we think about the year playing out, we are cautiously optimistic into the second half. We are hearing from our customers that there's the potential for restocking in the second half, and we'll see how that plays out.

Okay. And then just on your commentary on January volumes, it strikes me that most companies have had probably better than expected or maybe better than peers January commentary. Just your perspective, is this – are we seeing new signs of the market bottom? Is this just we had some favorable weather? Any thoughts on this better trend in January?

Yes, January it was a strong month for us whenever we look at it on a year-over-year basis. And like Jared said in his comments, that we actually grew that faster on a year-over-year basis than what when we grew volume in the fourth quarter on a year-over-year basis. And for us, it's more of idiosyncratic to us and where we're at and the relationships that we've got with our customers. We expect our Q1 volume to be an outperformance in the industry again, and we expect to be able to go out and take market share. Right now, we're at the point in the cycle, where we are positioning ourselves for the point of inflection. And this is what separates carriers for customers, and the service that we have given them over the last five years has put us in a great position.

Okay. Great. Thank you, guys.

Thank you.

Thank you. The next question comes from Scott Schneeberger of Oppenheimer. Please go ahead.

Thanks very much. Good morning. I just want to circle back to orders covered digitally. Could you give any covered or created digitally? Could you give us a feel for maybe mix of how much is shipper side and how much is driver side covered just within that? I know you want to disclose it fully. But any sense of magnitude in that? And then as a follow-up on that topic, are you measuring – how is productivity per employee looking if you measure by this metric or any track with this technology enhancement, how is that productivity looking? Do you – can you give us a sense of how that metric looks now as opposed to maybe a few years ago? And what type of trajectory you expect there? Thanks.

Yes. I'll start off, and I'll let Jared take the second portion of your question. When you look at the created or covered, we have made a lot of inroads on the customer side. It is a greater percentage on the customer side for where we're at in the cycle. We still have a little bit of room to go on the customer side. And on the carrier side, as we're working with these smaller owner-operators or small trucking companies, we've got a lot of green space to be able to continue to go out there and drive adoption in the business.

And on the – Scott, on your second question. With respect to brokerage productivity, it did improve in Q4 relative to Q3 from a brokerage standpoint, so we're very proud of that. We're anchored to and what we're focused on is as we look at our long-term guide of 2027 and $500 million of EBITDA at the midpoint, about 60% higher from current levels. That's going to continue to yield increased productivity going forward. So we're certainly looking forward to executing on that. I think it's also important to realize that within our brokerage business, we're staffed for capacity. When we look at the ability for our – our ability to respond to a dynamic environment, we can respond to 10% to 15% upside in volumes, if we need to.

Thanks guys. Appreciate that. For my follow-up, I'm going to switch it over to last mile. Obviously, with peak season, that was a meaningful part of the mix. Just curious, how you're seeing pricing trending there? I would imagine you have an opportunity. But just that and takeaways from this peak season, and how that – that's going to carry through to how you approach the business in 2023? Thanks.

Yes. First, Scott, there really wasn't much of a peak season. And so that's why we're so proud of the performance of what we had in last mile and having our best December since pre-COVID times. When you look at who we are and last mile, we're the leader in the space. We have been for a very long time. When customers are doing business with a national footprint, they want to talk to us because we got facilities that put us within 125 miles of 90% of the U.S. population. So for us, in last mile, we've got a lot of opportunity to continue to be able to grow and grow with large customers. In your second part of your question on the pricing, that's an opportunity for us, as we head into 2023. We're in some of those bid negotiations right now. And we think that, that should be a tailwind. As we're the leader in the space, we've got great service. We want to be compensated fairly according to the services that we provide.

Great. Thanks, guys. I will turn it over. Congrats on the quarter.

Thank you.

Thank you. The next question comes from Tom Wadewitz of UBS. Please go ahead.

Yes. Good morning. I wanted to ask you a bit about revenue per load. I'm thinking about the comment that you were 75% contractual loads in 4Q, but you still saw a pretty big decline in revenue per load, something on the order of 25%. So how do I think about revenue per load if you look at 2023? Do you think that as the bid season goes through and you have contracts repriced, that there's further step down that's meaningful in 2Q, 3Q? Or would we think about your revenue per load more being driven by spot rates that maybe as you see spot market kind of bottom out, say in 1Q, that your revenue per load might stabilize more quickly?

Yes. Thanks for the question, Tom. When you look at our performance in the fourth quarter, we're proud of our performance in the fourth quarter, and especially of having a gross profit percentage up 18% and brokerage. In regards to the revenue per load declining. When you look at that, there were three reasons for it. And the first is spot volume and spot rates are down. They're at a low. You look at contract pricing, we talked about this in the last quarter. And I told you last quarter that we expect a contract pricing on a full-year 2023 basis to be at the midpoint, somewhere down around 10%. We're still holding to that number. And then the third thing is length of haul. We have to be able to shift with our customers. We've done a great job of answering our customers' demand, and we saw our length of haul reduced on a year-over-year basis in the fourth quarter.

So – but I guess in terms of the forward look, how would – do you have any thoughts on when revenue per load might bottom for you? Is it – 2Q do you think you stabilize? Or should we think about contracts shifting down that maybe you fall further as you look in the second half?

Yes, Tom, we didn't call the top towards the bottom in the previous market. We're not going to call it in this one. We're confident that we'll be able to go out and take share and outperform the industry overall. And the point to anchor to is for full-year, we expect contract pricing to be down roughly 10% on a year-over-year basis.

Okay. Yes, fair enough. Second question would just be on headcount. Obviously, you guys have nice momentum on volume growth in 4Q continuing in January. Are you adding headcount this year, just to support that growth? Kind of how are you thinking about the resource versus volume in 2023? Thank you.

The biggest thing that we look at for headcount, as Jared said, is being able to be staffed for growth. And continue to be staffed and where we felt like we could grow volume 15% to 20% overnight, if we have to. And those are good conversations to be able to have with your customers to talk about having the capacity to grow with them, as they grow their business. So for us, we're looking out to be able to continue to staff up and gain efficiencies within our employee base through technology, but we want to stay staffed for growth.

Okay. Great. Thank you.

Thank you.

Thank you. The next question comes from Allison Poliniak of Wells Fargo. Please go ahead.

Hi. Good morning. I'm going to ask about the carrier retention. You talked about the seven-day being in the sort of that mid-70s range. Is there any color you can give us as we expand out maybe that timeframe, three to six months, what that trend has been? Has it been above or below that? Just trying to understand, if there's been any shift there? Thanks.

It's roughly in line with that, Allison. And for us, that's an important base because whenever you're talking about smaller carriers coming back to do business with you, they're coming back to do business with you within a week. And that tells you that a lot of times their next load is coming from RXO Connect. And RXO Connect is an easy system for them to be able to use, is something where, as an owner-operator, you can pick up your cellphone, you can book a load, you can negotiate, you can do all that with little to no human interaction, while getting access to our RXO Extra program, which just carries discounts on things like fuel, tires, roadside maintenance, the things that matter most and a truckers life, we've built a system around that. So that's why you see such a high retention rate and it pays dividends for us.

Great. And I want to go back to sort of that capital deployment question earlier. Leverage is at that lower end. I know there's some cash outflows in the first half. But as you think about maybe revisiting, can you maybe talk about how you're thinking through sort of those capital deployment objectives as we sort of get towards the end of 2023 here? Thanks.

Yes. Allison, this is Jamie. Thanks for the question. We did – we had a really good strong cash quarter. We entered the year with a really good balance sheet, as you know. Capital deployment, organic growth is our top priority. As Jared mentioned, the last six years, 100% of our growth is organic. So we're going to be focused on that. We still have a lot of good opportunities there. If you think about our overall framework, M&A is not a top priority. We will look at it. If things came along that made a strategic sense, we take a look. If you look at capital returns in the form of a buyback or dividend, something that's also in our framework that we're going to look at as the market dictates. But organic is our number one priority right now. And we're going to have a really good, strong quarter with cash. And so we're going to look at all those things. But I think the keyword I'd leave you with is, we've got a lot of options.

Perfect. Thanks, guys.

The next question comes from Brian Ossenbeck of JPMorgan. Please go ahead.

Hey. Good morning. Thanks for taking the questions. So Drew, I know you don't want to talk about on the bottom of the market or the topic of the matter, but can you just give us some context in terms of your carrier base is a pretty choppy December, January, strong December, weaker January. What are you seeing in terms of people turning in their keys? What's the retention look like? Are you still adding more to that base? How do you feel about the support you got there on the supply side as you go into 2023?

Yes. Carriers, we actually added carriers again in the fourth quarter to our RXO Connect platform. And it's something that we're proud of carriers want to come to us to do business because we're a company of scale, where they can book their next load without having to lead the system to be able to find it. We've got a great rewards program for us. So we have not seen that from our carrier base as far as turning in the keys overall.

Okay. Good to know. So I think the other comment that you mentioned on integrating some – I guess, people who are maybe from the outside. Maybe I'm reading too much into that. But could you just talk about hiring from the technology side. There's been some account reductions across the space. Are you picking up any talent that you find interesting and attractive on that front? Or are you able to kind of do what you have internally and not looking to add more talent above and beyond what you would consider normal?

We're always looking to add great talent to the organization. It's one of the things that is part of our DNA, is we want to have people who make us better. And when you look at our technology space, we've hired the best technologists, not just in the industry, but some of the best technologists in the world to be able to create what is a game-changing solution for us in our RXO Connect. So very happy with where we sit and what technology is able to provide into our business, and look forward to continued growth. We can pick up talent off the street to add to that, we'll absolutely do it.

I guess do you think with some of the pullbacks and the more digital natives out there, do you find this time is better than usual to pick up some of that talent?

We haven't seen a huge number come over to us from the digital folks. And again, we'll talk to folks who are out there in the industry. And if it's something that we feel like is additive to our organization, we'll do it. But I'm very confident in the technology team that we've got. They've delivered amazing results over the last decade. And if I'm putting money behind somebody, I'm putting money behind them.

Okay. Thank you, Drew. Appreciate it.

Thank you.

Thank you. The next question comes from Jack Atkins of Stephens. Please go ahead.

Okay. Great. Good morning and thank you for taking my questions. So I guess I'd like to maybe dig into the volume growth a bit, just kind of circling back to that. So when you think about the components that's driving that 4% volume growth. Obviously, significant outperformance versus the rest of the market. But are you seeing any changes to mode mix there? Like for example, is that all full truckload driving that? Or is – are you seeing increased drayage volume, increased LTL volume? Just trying to square the lower revenue per load with strong net revenue margins and higher volumes. So just those things typically don't sort of all move in that same direction.

Yes. We're looking at all modes of transportation to be able to continue to grow out. We've built the business off of truckload driving and freight. That's something that continues to grow for us in the fourth quarter. And LTL and other modes also grew as well.

Okay. So it's a combination of not just full truckload there. So I just want to kind of clear that up.

That's correct.

And then, I guess, Jamie, if you could maybe kind of talk a little bit about some of the expense buckets in 2023. I appreciate the interest guidance and the depreciation guidance. But as we sort of think about OpEx below net revenue, any sort of commentary either around inflationary cost pressures, or any sort of kind of commentary there to kind of help us square up the OpEx side, as we sort of think about 2023, that would be helpful.

Yes. So if you look below the line there on OpEx, specifically, we've got a highly variable cost structure, first of all. So we're able to do with demand. We are – as we begin our journey being RXO as a separate company, stand-alone company, the first thing that we've done is take a look at optimizing our cost structure from end-to-end. We're doing a lot of process engineering views in the company, how we can make decisions quicker, how we can make easier decisions, which ultimately will translate into cost efficiencies and cost savings. In terms of directly guidance on our OpEx, we can't really provide that. But what we can say is the market from an inflationary standpoint, we're seeing good, able to negotiate with vendors well. We're seeing our overall cost structure – our overall cost structure stay in line with where we want it to be for the year. Back to the interest, one thing I do want to point out is it is coming in lower and what we provided as some modeling pools back at Investor Day. So we're down – I think we modeled about $37 million back in Investor Day. We came in at $32 million to $34 million range. And as you mentioned, depreciation is something we also see down year-over-year.

Okay. Maybe just a real quick follow-up on that. If we think about like the SG&A line item. What portion of that would you say is variable would flow revenue?

Yes. We haven't given that specifics before. I mean if you think about the cost of transportation is almost all variable. So if you take that, we've mentioned 87% of our total cost structure was variable. So if you go down to the SG&A line, by definition, it's going to be less variable than the 87%. I think depending on what the topline looks like; you could see that being in the 50% to 65% range at times.

Okay. That’s super helpful. Thanks very much for the time.

Thank you. Our next question comes from Jordan Alliger of Goldman Sachs. Please go ahead.

Yes. Hi. Good morning. Just curious, can you talk a little bit about contract negotiation timing? Like, where are you in the process? Is it just started? You're 30% through? And then following on that, I think you mentioned down 10% contract rate is kind of what you're looking at. I think that was for the full-year. So I'm just curious, have you hit that point yet? Or is that something you still think is yet to come as you discuss the contracts? Thanks.

Yes. As far as where we're at in the bid cycle, the heaviest part of the bid cycle for us is starting at the midpoint in Q4 and going through Q1. So we're right and we're wrapping that up, coming out of it. When you look at the 10% comment on contract, that was looking at full year – it was looking at the full-year. And so for that, we're implementing those rates right now coming out of bid season.

Okay. So that's sort of about the ballpark that you're seeing during this heavy period that you just talked about. Just to make sure I understand.

That's correct.

All right. And then just a quick follow-up. The transaction and integration costs, the $40 million in the fourth quarter and I think you said $10 million to $15 million of restructuring in 2023. Like, what is – can you give some sense of what the components are of these costs? Thanks.

Yes. So the things like rebranding, and I'm going to focus on what happened post-spin that impacted the $21 million we called out in our cash flow. Rebranding costs, where we want to move things from the logo of XPO to the new RXO logo. We had some cash costs of banking and financing fees that fell into that. We had some CapEx that we had to stand to start up a stand-alone business. You think about mainly in tech type areas. We had some other general restructuring. If you go prior to the spin, there's a lot of duplicate costs that we were running while we were pulling the spin together. As we look forward into 2023, as you would expect, those numbers come down quite substantially. We mentioned in the comments, $10 million to $15 million of restructuring or spin-related costs into 2023, I would think about $10 million plus or minus of that being cash expenditure versus just the P&L expenditure. And I think those will be predominantly in the first half of the year more so than the second. And you'll see that – but you will see those come down materially throughout the year.

Thank you.

Thank you. Our last question comes from Bascome Majors of Susquehanna. Please go ahead.

Thanks for taking my question. Just to follow-up with one more on the OpEx side. Are there any duplicate or excess cost from transition agreements, where you're really kind of running Dube systems and that sort of thing. Just any costs that come out naturally as those agreements age over the next year or two that we can think about on the cost side? Thanks.

Yes. Thanks for the question. This is Jamie. As we transition through the spin, we had a number of transition service agreements. Most of those agreements had very short lives attached to them. In fact, we have ended a number of those agreements already. We actually had some agreements that we call reverse transition service agreements where we were providing services. I think if you look into 2023, a number of those have already been completed. We have a large amount that we'll be rolling off in the first quarter as we complete this first year of – this first quarter of being separate. As we look forward to the balance of 2023, that's not a material impact on our cost structure, really one way or the other. I think the good news about it is this business as a stand-alone was already very sort of self-contained. And so setting it up as a new publicly traded stand-alone company is going very well, and we're very pleased with both the cost side as well as the performance side.

That's great news. And thank you for the color there. And maybe to cap it off here, you understand the desire not to give a full-year outlook given the uncertainty around here as far as EBITDA goes. But can you just – if we were to anchor to call it the Street's $235 million of annual EBITDA, can you walk us through the components of how you would get to free cash flow from there and what that could look like, if EBITDA were to come in roughly in that range? And maybe even higher level. I mean I understand your kind of giving your [indiscernible] as a public company here. But when we get to a more stable environment, any thoughts on how you want to guide, whether it will be annually, go forward a quarter, not really at all. We've just seen a lot of different approaches from different brokerage-related companies. I'd love to hear, how you'd like to come at it once the market stabilizes and you've got more experience as a public company. Thank you.

Yes. So this is Jamie. I'll take the first part of that and let Jared take the second. If you think about free cash flow conversion, we use EBITDA as a reference point or a starting point, we will have an annual debt service. We've modeled that out in the range of $32 million to $34 million for the year. We will have CapEx. We've talked about that over the long-term, about 1% of our revenues. There will be years where that exceeds that. But on average, I think you can see about 1% over the long-term. You'll see a cash tax payment, obviously. But also, you'll see working capital. And what we've talked about is the way we think about working capital as we grow dollar revenue, about 8% of that dollar growth is a use of working capital. So it's an investment in growth. Conversely, if revenues were to decline, it's about 8% per dollar decline. Now if you go back to fourth quarter, we converted in excess of 60% of our EBITDA into free cash flow, which we were very pleased with. And as we look forward, you can use kind of the 50% to 60% conversion rate in a time of kind of stable revenue. At Investor Day, we talked about a 40-plus times of growth. And so we see those two holding true in the future.

Hi, Bascome, it's Jared. With respect to your second question on guidance, we're not going to be providing formal guidance when we think about the company going forward. But we will certainly give you more color when appropriate like we did today.

All right. Thank you, guys.

Thank you.

Thank you. We have reached the end of our question-and-answer session. I'll hand the floor back to Drew Wilkerson for closing remarks.

Thank you, Michelle. I'm pleased with RXO's performance and our first quarterly report as a stand-alone company. We continue to gain share and grow brokerage volumes year-over-year and quarter-over-quarter. We also drove increased adoption of our technology with customers and carriers, and are effectively navigating through a very challenging macro environment. We have the right team, the technology and the playbook in place to outperform the market. The playbook, which at this point in the cycle is focused on growing volume, will put us in a position of strength, as the freight cycle turns. Our management team remains focused on continuing to deliver results for our shareowners, customers, carriers and employees. Thank you all for your time today. Have a great rest of the week, and I look forward to seeing you at the upcoming investor conferences.

Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.