Restaurant Brands Asia Limited Investor Presentation July 31, 2025 Disclaimer Certain statements made in this presentation relating to the Company's objectives, projections, outlook, expectations, estimates, among others may constitute 'forward-looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections etc., whether express or implied. These forward-looking statements are based on various assumptions, expectations and other factor ...

Company Overview - RB Global (RBA) is expected to report a year-over-year increase in earnings, with a projected EPS of $0.95, reflecting a +1.1% change, and revenues of $1.12 billion, up 2.3% from the previous year [3][12]. Earnings Expectations - The consensus outlook indicates that the stock price may rise if the actual earnings exceed expectations in the upcoming report, scheduled for August 6 [2][12]. - The company has an Earnings ESP of +2.80%, suggesting analysts have recently become more optimistic about its earnings prospects [12]. Historical Performance - In the last reported quarter, RB Global exceeded the expected EPS of $0.86 by delivering $0.89, resulting in a surprise of +3.49% [13]. - Over the past four quarters, the company has consistently beaten consensus EPS estimates [14]. Analyst Sentiment - The consensus EPS estimate has remained unchanged over the last 30 days, indicating stability in analyst expectations [4]. - Despite the positive Earnings ESP, the company currently holds a Zacks Rank of 4, which complicates the prediction of an earnings beat [12][17]. Industry Comparison - Fidelity National Information Services (FIS), a peer in the Financial Transaction Services industry, is expected to report an EPS of $1.36, with revenues projected at $2.58 billion, reflecting a 3.5% increase from the previous year [18][19]. - FIS has an Earnings ESP of +0.67% and a Zacks Rank of 2, indicating a higher likelihood of beating consensus EPS estimates [20].

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents RB Global's unaudited financial statements for the first quarter of 2025, Management's Discussion and Analysis (MD&A) of the results, and disclosures on market risk and internal controls [Condensed Consolidated Financial Statements](index=4&type=section&id=ITEM%201%3A%20Condensed%20Consolidated%20Financial%20Statements) Presents the unaudited financial statements for the quarter ended March 31, 2025, showing a 4% revenue increase to $1.11 billion, a 5% operating income decline to $189.5 million, and a 5% net income growth to $113.3 million [Condensed Consolidated Income Statements](index=4&type=section&id=Condensed%20Consolidated%20Income%20Statements) Condensed Consolidated Income Statement (Q1 2025 vs Q1 2024) | Metric | Three months ended March 31, 2025 (in millions) | Three months ended March 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total revenue** | **$1,108.6** | **$1,064.7** | | Service revenue | $852.5 | $849.1 | | Inventory sales revenue | $256.1 | $215.6 | | **Total operating expenses** | **$919.5** | **$868.2** | | **Operating income** | **$189.5** | **$198.9** | | **Net income** | **$113.3** | **$107.4** | | Net income available to common stockholders | $102.9 | $97.1 | | **Diluted EPS available to common stockholders** | **$0.55** | **$0.53** | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) - Comprehensive income increased to **$123.8 million** for the three months ended March 31, 2025, up from **$82.4 million** in the same period of 2024, primarily due to a positive foreign currency translation adjustment of **$10.5 million** compared to a **$25.0 million** loss in the prior year[9](index=9&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $578.1 | $533.9 | | Total current assets | $1,782.6 | $1,714.8 | | Goodwill | $4,515.2 | $4,511.8 | | **Total assets** | **$11,887.3** | **$11,807.0** | | Total current liabilities | $1,363.1 | $1,331.3 | | Long-term debt | $2,622.6 | $2,622.1 | | **Total liabilities** | **$6,111.4** | **$6,090.6** | | **Total stockholders' equity** | **$5,285.9** | **$5,226.3** | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statement of Cash Flows (Q1 2025 vs Q1 2024) | Cash Flow Activity | Three months ended March 31, 2025 (in millions) | Three months ended March 31, 2024 (in millions) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | **$156.8** | **$124.8** | | Net cash used in investing activities | ($101.9) | ($77.5) | | Net cash used in financing activities | ($45.0) | ($190.9) | | **Net increase (decrease) in cash** | **$13.0** | **($150.5)** | [Notes to the Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) - On March 10, 2025, the company agreed to acquire J.M. Wood Auction Co., Inc. for approximately **$235 million** in cash, with the deal expected to close in Q2 or Q3 2025[26](index=26&type=chunk)[27](index=27&type=chunk) - The company operates as a single operating and reportable segment, with performance reviewed at the consolidated level by the CEO[28](index=28&type=chunk) - The company is in a dispute with the Canada Revenue Agency (CRA) over a **CA$79.1 million** assessment for taxation years 2010-2015, having filed a Notice of Objection and paid a required deposit of **CA$39.5 million** in February 2025[37](index=37&type=chunk)[38](index=38&type=chunk) - On April 3, 2025, the company amended its Credit Agreement, increasing its revolving credit facilities to **$1.3 billion**, reducing its USD Term Loan A facility, and extending the maturity to April 2030[55](index=55&type=chunk) - The company is in arbitration with its former CEO, Ann Fandozzi, regarding the circumstances of her departure in 2023[74](index=74&type=chunk) - As of March 31, 2025, the company had **$125.7 million** of assets under guarantee contracts, where it guarantees a minimum level of proceeds to consignors[77](index=77&type=chunk)[78](index=78&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=ITEM%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 results, highlighting a 6% decrease in Gross Transaction Value (GTV) to $3.8 billion, driven by weakness in the Commercial Construction & Transportation (CC&T) sector, while total revenue increased 4% to $1.1 billion, supported by a 19% rise in inventory sales [Overview](index=26&type=section&id=Overview) RB Global operates a global marketplace for commercial assets and vehicles, primarily in the automotive and commercial construction & transportation (CC&T) sectors, and announced a proposed acquisition of J.M. Wood Auction Co. to expand its US footprint - The company operates in two main sectors: automotive and commercial construction & transportation (CC&T)[84](index=84&type=chunk)[86](index=86&type=chunk) - On March 10, 2025, the company entered an agreement to acquire J.M. Wood Auction Co., Inc. for approximately **$235.0 million** in cash to enhance its geographic coverage and customer base in the United States[88](index=88&type=chunk)[89](index=89&type=chunk) [Macroeconomic Conditions and Trends](index=27&type=section&id=Macroeconomic%20Conditions%20and%20Trends) The CC&T sector is experiencing headwinds as customers delay asset dispositions due to market uncertainty, while the automotive sector benefits from a higher rate of vehicles being declared a total loss - In the CC&T sector, customers are delaying asset disposition decisions due to an uncertain macro environment, impacting unit volume growth of higher value assets[101](index=101&type=chunk) - In the automotive sector, a higher number of vehicles being deemed a total loss is driving industry salvage unit volume growth, though used automotive prices have remained fairly flat[102](index=102&type=chunk) [Performance Overview and Consolidated Results](index=28&type=section&id=Performance%20Overview%20and%20Consolidated%20Results) In Q1 2025, RB Global saw a 6% decrease in total GTV to $3.8 billion, but a 4% increase in total revenue to $1.1 billion, with net income rising 5% to $113.3 million Q1 2025 Performance Highlights vs. Q1 2024 | Metric | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Total GTV | $3.8 billion | $4.1 billion | (6)% | | Total revenue | $1.1 billion | $1.1 billion | 4% | | Net income | $113.3 million | $107.4 million | 5% | | Diluted EPS | $0.55 | $0.53 | 4% | | Adjusted EBITDA | $327.9 million | $331.0 million | (1)% | [Results of Operations](index=29&type=section&id=Results%20of%20Operations) The analysis details a 6% year-over-year decrease in GTV, primarily from an 18% drop in the CC&T sector, partially offset by 2% growth in the automotive sector, while total revenue increased 4% [Total GTV](index=29&type=section&id=Total%20GTV) GTV by Sector (Q1 2025 vs Q1 2024) | Sector | Q1 2025 GTV (in millions) | Q1 2024 GTV (in millions) | % Change | | :--- | :--- | :--- | :--- | | Automotive | $2,144.7 | $2,105.0 | 2% | | Commercial construction and transportation | $1,276.7 | $1,561.2 | (18)% | | Other | $407.5 | $411.2 | (1)% | | **Total GTV** | **$3,828.9** | **$4,077.4** | **(6)%** | - The decrease in total GTV was primarily driven by lower GTV in the CC&T sector in the United States and Canada due to lower lot volumes as consignors adopted a cautious stance amid market uncertainty[112](index=112&type=chunk) [Total Revenue](index=30&type=section&id=Total%20Revenue) - Total revenue increased **4%** to **$1.1 billion**, primarily due to a **19%** increase in inventory sales revenue, while total service revenue remained flat[113](index=113&type=chunk) Service Revenue Breakdown (Q1 2025 vs Q1 2024) | Revenue Type | Q1 2025 (in millions) | Q1 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Transactional seller revenue | $216.8 | $238.6 | (9)% | | Transactional buyer revenue | $556.7 | $525.4 | 6% | | Marketplace services revenue | $79.0 | $85.1 | (7)% | | **Total service revenue** | **$852.5** | **$849.1** | **— %** | - Transactional buyer revenue increased **6%**, primarily from higher buyer fee rates in the automotive sector implemented in late 2024 and early 2025[117](index=117&type=chunk) [Costs and Expenses](index=32&type=section&id=Costs%20and%20Expenses) - Costs of services increased **3%** to **$361.9 million**, driven by higher tow costs in the automotive sector and increased employee compensation expenses[121](index=121&type=chunk) - Selling, general and administrative (SG&A) expenses rose **3%** to **$205.0 million**, mainly due to higher technology costs for new systems and increased legal fees related to the ex-CEO's departure and the CRA matter[123](index=123&type=chunk) - Acquisition-related and integration costs decreased **76%** to **$3.1 million**, primarily due to lower severance and integration costs related to the IAA acquisition[124](index=124&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company believes its existing working capital and credit facilities are sufficient for current needs, with net cash from operations increasing by $32.0 million year-over-year to $156.8 million - On April 3, 2025, the company amended its Credit Agreement to increase revolving facilities from **$750.0 million** to **$1.3 billion** and extend the maturity to April 2030[136](index=136&type=chunk)[137](index=137&type=chunk) - In February 2025, the company paid a required deposit of **CA$39.5 million** (approx. **$27.4 million**) to the CRA as part of its appeal process against a tax assessment[145](index=145&type=chunk) Cash Flow Summary (Q1 2025 vs Q1 2024) | Cash Flow Activity | Q1 2025 (in millions) | Q1 2024 (in millions) | Change (in millions) | | :--- | :--- | :--- | :--- | | Operating activities | $156.8 | $124.8 | $32.0 | | Investing activities | ($101.9) | ($77.5) | ($24.4) | | Financing activities | ($45.0) | ($190.9) | $145.9 | [Non-GAAP Measures](index=37&type=section&id=Non-GAAP%20Measures) This section provides definitions and reconciliations for non-GAAP financial measures, including Adjusted Net Income, Diluted Adjusted EPS, and Adjusted EBITDA, which decreased 1% to $327.9 million for Q1 2025 Reconciliation of Net Income to Adjusted EBITDA | Metric | Three months ended March 31, 2025 (in millions) | Three months ended March 31, 2024 (in millions) | | :--- | :--- | :--- | | Net income | $113.3 | $107.4 | | Add: Depreciation & Amortization | $114.5 | $107.7 | | Add: Interest expense | $49.9 | $63.9 | | Less: Interest income | ($3.0) | ($6.6) | | Add: Income tax expense | $29.6 | $32.5 | | EBITDA | $304.3 | $304.9 | | Add: Adjusting Items | $23.6 | $26.1 | | **Adjusted EBITDA** | **$327.9** | **$331.0** | Reconciliation to Adjusted Net Income and Diluted Adjusted EPS | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net income available to common stockholders | $102.9 M | $97.1 M | | **Adjusted net income available to common stockholders** | **$165.2 M** | **$165.5 M** | | Diluted EPS available to common stockholders | $0.55 | $0.53 | | **Diluted adjusted EPS available to common stockholders** | **$0.89** | **$0.90** | [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=ITEM%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports that there have been no material changes to its market risk exposures during the first quarter of 2025 compared to those disclosed in its 2024 Annual Report on Form 10-K - There have been no material changes to the company's market risk during the three months ended March 31, 2025, from those disclosed in the Annual Report for the year ended December 31, 2024[175](index=175&type=chunk) [Controls and Procedures](index=45&type=section&id=ITEM%204%3A%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective[177](index=177&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the controls[179](index=179&type=chunk) [PART II – OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and other information, reporting no material legal proceedings or changes to risk factors, and the adoption of Rule 10b5-1 trading plans by three insiders [Legal Proceedings](index=46&type=section&id=ITEM%201%3A%20Legal%20Proceedings) The company states that it has no material legal proceedings pending, other than ordinary routine litigation incidental to its business - The company has no material legal proceedings pending, other than ordinary routine litigation incidental to the business[182](index=182&type=chunk) [Risk Factors](index=46&type=section&id=ITEM%201A%3A%20Risk%20Factors) The company confirms that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - As of the filing date, there have been no material changes to the risk factors discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2024[183](index=183&type=chunk) [Other Information](index=46&type=section&id=ITEM%205%3A%20Other%20Information) Discloses that during the first quarter of 2025, director Adam DeWitt, Chief Legal Officer Darren Watt, and CEO James Kessler each adopted new Rule 10b5-1 trading arrangements for the potential sale of company stock - In March 2025, director Adam DeWitt, Chief Legal Officer Darren Watt, and CEO James Kessler each adopted new Rule 10b5-1 trading arrangements[187](index=187&type=chunk) [Exhibits](index=47&type=section&id=ITEM%206%3A%20Exhibits) Lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including the Equity Purchase Agreement for J.M. Wood Auction Co., Inc., and CEO/CFO certifications - Key exhibits filed with the report include the Equity Purchase Agreement for J.M. Wood Auction Co., Inc. and certifications by the CEO and CFO[189](index=189&type=chunk)

[Report Overview & Outlook](index=1&type=section&id=Report%20Overview%20%26%20Outlook) RB Global reported a 4% revenue increase in Q1 2025, with GTV declining 6% and Adjusted EBITDA slightly down, while maintaining its full-year 2025 outlook [Q1 2025 Financial Highlights](index=1&type=section&id=First%20Quarter%20Financial%20Highlights) RB Global reported a 4% increase in total revenue to $1.1 billion for Q1 2025, primarily driven by a 19% rise in inventory sales revenue, though Gross Transaction Value (GTV) decreased by 6% to $3.8 billion - Management emphasized their focus on controllable factors and prudent expense management to navigate the current macroeconomic environment[2](index=2&type=chunk) Q1 2025 Key Financial Metrics (YoY) | Metric | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | GTV | $3,828.9M | $4,077.4M | (6)% | | Total Revenue | $1,108.6M | $1,064.7M | 4% | | Service Revenue | $852.5M | $849.1M | 0% | | Inventory Sales Revenue | $256.1M | $215.6M | 19% | | Net Income | $113.3M | $107.4M | 5% | | Adjusted EBITDA | $327.9M | $331.0M | (1)% | | Diluted EPS | $0.55 | $0.53 | 4% | | Diluted Adjusted EPS | $0.89 | $0.90 | (1)% | [2025 Financial Outlook](index=1&type=section&id=2025%20Financial%20Outlook) The company has maintained its full-year 2025 financial outlook, projecting GTV growth between 0% and 3%, and Adjusted EBITDA in the range of $1,320 million to $1,380 million Full-Year 2025 Outlook | Metric | Low-End | High-End | | :--- | :--- | :--- | | GTV growth | 0% | 3% | | Adjusted EBITDA | $1,320M | $1,380M | | Full year tax rate (GAAP and Adjusted) | 25% | 28% | | Capital Expenditures | $350M | $400M | - The company has not provided a reconciliation for its Adjusted EBITDA outlook to GAAP net income, citing the inability to predict non-GAAP adjustments with reasonable certainty[5](index=5&type=chunk) [Detailed Operational Performance](index=2&type=section&id=Detailed%20Operational%20Performance) The company's Q1 2025 revenue grew 4% driven by inventory sales despite a 6% GTV decline, while net income increased due to lower interest and tax expenses [Revenue and GTV Analysis](index=2&type=section&id=Revenue%20and%20GTV%20Analysis) Total revenue increased 4% YoY, supported by a 19% rise in inventory sales revenue, while service revenue remained flat as a 150 basis point expansion in the service revenue take rate to 22.3% was offset by a 6% decline in GTV - The decrease in Commercial Construction & Transportation (CC&T) GTV was primarily due to lower volume from large enterprise customers compared to the prior year, which had benefited from significant contracts[11](index=11&type=chunk) - Automotive GTV increased due to market share gains and growth from existing partners, although this was partially offset by a lower average price per lot sold[11](index=11&type=chunk) Revenue Breakdown (Q1 2025 vs Q1 2024) | Revenue Type | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Transactional seller revenue | $216.8M | $238.6M | (9)% | | Transactional buyer revenue | $556.7M | $525.4M | 6% | | Marketplace services revenue | $79.0M | $85.1M | (7)% | | **Total service revenue** | **$852.5M** | **$849.1M** | **— %** | | Inventory sales revenue | $256.1M | $215.6M | 19% | | **Total revenue** | **$1,108.6M** | **$1,064.7M** | **4%** | GTV by Sector (Q1 2025 vs Q1 2024) | Sector | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Automotive | $2,144.7M | $2,105.0M | 2% | | Commercial construction and transportation | $1,276.7M | $1,561.2M | (18)% | | Other | $407.5M | $411.2M | (1)% | | **Total GTV** | **$3,828.9M** | **$4,077.4M** | **(6)%** | [Profitability and Expense Analysis](index=2&type=section&id=Profitability%20and%20Expense%20Analysis) Net income available to common stockholders rose 6% to $102.9 million, benefiting from lower interest and income tax expenses which offset lower operating income, while Adjusted EBITDA decreased by 1% to $327.9 million - The increase in net income available to common stockholders was primarily driven by lower interest expense (due to prior-year debt repayments) and a lower effective tax rate[11](index=11&type=chunk) - The decrease in Adjusted EBITDA was driven by lower GTV and higher adjusted operating expenses, partially offset by service revenue take rate expansion and higher inventory returns[12](index=12&type=chunk) Reconciliation of Operating Expenses (Q1 2025) | (in U.S. dollars in millions) | As reported | Adjustments | Adjusted | | :--- | :--- | :--- | :--- | | Cost of services | $361.9 | $(0.7) | $361.2 | | Cost of inventory sold | $235.0 | $0.0 | $235.0 | | Selling, general and administrative expenses | $205.0 | $(20.3) | $184.7 | | Acquisition related and integration costs | $3.1 | $(3.1) | $0.0 | | Depreciation and amortization | $114.5 | $(68.3) | $46.2 | | **Total operating expenses** | **$919.5** | **$(92.4)** | **$827.1** | [Corporate Developments and Shareholder Returns](index=4&type=section&id=Corporate%20Developments%20and%20Shareholder%20Returns) RB Global announced the acquisition of J.M. Wood Auction Co. and amended its credit agreement to improve terms, while also declaring a quarterly cash dividend [Corporate Developments](index=4&type=section&id=Other%20Company%20Developments) The company announced an agreement to acquire J.M. Wood Auction Co., Inc. for approximately $235 million, with the deal expected to close in Q2 or Q3 2025, and also amended its credit agreement to increase its revolving credit facility to $1.3 billion - Announced agreement to acquire J.M. Wood Auction Co., Inc. for approximately **$235 million**, expected to close in Q2 or Q3 2025[21](index=21&type=chunk) - Amended and restated its Credit Agreement to increase the revolving credit facility to **$1.3 billion**, extend maturity to April 2030, and reduce bank spread by **~85 basis points**[21](index=21&type=chunk) [Dividend Information](index=4&type=section&id=Dividend%20Information) On May 6, 2025, the company's board declared a quarterly cash dividend of $0.29 per common share, payable on June 20, 2025, to shareholders of record as of May 29, 2025 - A quarterly cash dividend of **$0.29 per common share** was declared[17](index=17&type=chunk) [Consolidated Financial Statements (Unaudited)](index=7&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited Q1 2025 financial statements show increased revenue and net income, a slight rise in total assets, and positive operating cash flow [Condensed Consolidated Income Statements](index=7&type=section&id=GTV%20and%20Condensed%20Consolidated%20Income%20Statements) For the three months ended March 31, 2025, RB Global reported total revenue of $1,108.6 million, up from $1,064.7 million in the prior year, with operating income at $189.5 million and net income at $113.3 million Condensed Consolidated Income Statements | (in U.S. dollars in millions) | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Total revenue | $1,108.6 | $1,064.7 | | Operating income | $189.5 | $198.9 | | Net income | $113.3 | $107.4 | | Net income available to common stockholders | $102.9 | $97.1 | | Diluted earnings per share available to common stockholders | $0.55 | $0.53 | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, the company had total assets of $11.89 billion, a slight increase from $11.81 billion at year-end 2024, with total liabilities at $6.11 billion and total stockholders' equity at $5.29 billion Condensed Consolidated Balance Sheet Highlights | (in U.S. dollars in millions) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $578.1 | $533.9 | | Total current assets | $1,782.6 | $1,714.8 | | Total assets | $11,887.3 | $11,807.0 | | Total current liabilities | $1,363.1 | $1,331.3 | | Long-term debt | $2,622.6 | $2,622.1 | | Total liabilities | $6,111.4 | $6,090.6 | | Total stockholders' equity | $5,285.9 | $5,226.3 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first quarter of 2025, net cash provided by operating activities was $156.8 million, an increase from $124.8 million in the prior year, resulting in a net increase in cash, cash equivalents, and restricted cash of $13.0 million Condensed Consolidated Statement of Cash Flows | (in U.S. dollars in millions) | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $156.8 | $124.8 | | Net cash used in investing activities | $(101.9) | $(77.5) | | Net cash used in financing activities | $(45.0) | $(190.9) | | Net increase (decrease) in cash | $13.0 | $(150.5) | [Non-GAAP Financial Measures & Reconciliations](index=10&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) The company provides reconciliations for key non-GAAP metrics, including Adjusted Net Income, Adjusted EBITDA, and Adjusted Net Debt, highlighting their impact on financial performance and leverage [Adjusted Net Income and Diluted Adjusted EPS](index=10&type=section&id=Adjusted%20Net%20Income%20and%20Diluted%20Adjusted%20EPS%20Available%20to%20Common%20Stockholders%20Reconciliation) Adjusted net income available to common stockholders was flat year-over-year at $165.2 million, while diluted adjusted EPS decreased 1% to $0.89 from $0.90, with key adjustments from GAAP net income including amortization of acquired intangibles and share-based payments Reconciliation to Adjusted Net Income | (in U.S. dollars in millions, except per share data) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income available to common stockholders (GAAP) | $102.9 | $97.1 | | Adjustments (Amortization, Share-based payments, etc.) | $62.3 | $68.4 | | **Adjusted net income available to common stockholders (Non-GAAP)** | **$165.2** | **$165.5** | | Diluted EPS (GAAP) | $0.55 | $0.53 | | **Diluted adjusted EPS (Non-GAAP)** | **$0.89** | **$0.90** | [Adjusted EBITDA](index=11&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA for Q1 2025 was $327.9 million, a 1% decrease from $331.0 million in Q1 2024, with its reconciliation from net income including additions for depreciation, amortization, interest, and income tax expenses Reconciliation to Adjusted EBITDA | (in U.S. dollars in millions) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income (GAAP) | $113.3 | $107.4 | | Add: D&A, Interest, Taxes | $194.0 | $204.1 | | Less: Interest Income | $(3.0) | $(6.6) | | EBITDA | $304.3 | $304.9 | | Add: Other Adjustments | $23.6 | $26.1 | | **Adjusted EBITDA (Non-GAAP)** | **$327.9** | **$331.0** | [Adjusted Net Debt and Leverage Ratio](index=12&type=section&id=Adjusted%20Net%20Debt%20and%20Adjusted%20Net%20Debt/Adjusted%20EBITDA%20Reconciliation) For the trailing twelve months (TTM) ended March 31, 2025, the company's adjusted net debt decreased by 15% to $2,111.4 million, and the adjusted net debt to TTM adjusted EBITDA leverage ratio improved significantly to 1.6x from 2.0x Adjusted Net Debt and Leverage Ratio (TTM) | (in U.S. dollars in millions) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Debt | $2,689.5 | $2,951.0 | | Less: Cash and cash equivalents | $(578.1) | $(462.8) | | **Adjusted net debt** | **$2,111.4** | **$2,488.2** | | TTM Adjusted EBITDA | $1,299.5 | $1,231.5 | | **Adjusted net debt/adjusted EBITDA** | **1.6x** | **2.0x** |

Investment Rating - The report assigns an "Overweight" (OW) rating to General Motors (GM) and Ford, while Tesla and Rivian are rated "Underweight" (UW) [6][7]. Core Insights - The automotive industry is experiencing varied performance metrics across different companies, with GM and Ford showing potential upside in their stock prices, while Tesla and Rivian face significant downside risks [6][7]. - The report highlights the importance of valuation metrics such as EV/EBITDA, P/E ratios, and sales growth projections for assessing investment opportunities within the automotive sector [6][22]. Global Auto OEMs Investment Comparables - General Motors (GM) has a current price of $44.57 with a market cap of $43.067 billion and a target price of $53.00, indicating a 19% upside potential [6]. - Ford (F) is priced at $9.63 with a market cap of $38.294 billion and a target price of $11.00, representing a 14% upside [6]. - Ferrari (RACE) is valued at $439.97 with a target price of $460.00, showing a 5% upside [6]. - Tesla (TSLA) is currently priced at $241.37 with a target price of $120.00, indicating a -50% downside [6]. - Rivian (RIVN) has a price of $11.60 with a target price of $11.00, reflecting a -5% downside [6]. Global Auto Parts Suppliers Valuation Metrics - The average EV/EBITDA for US auto parts suppliers is projected at 1.8x for 2024, with a corresponding EBITDA margin of 12% [22]. - Aptiv (APTV) is rated "Overweight" with a current price of $51.71 and a target price of $102, indicating a 97% upside [22]. - Borg Warner (BWA) is rated "Overweight" with a price of $26.45 and a target price of $46, representing a 74% upside [22]. - Lear Corp (LEA) is rated "Overweight" with a price of $79.42 and a target price of $140, indicating a 76% upside [22]. Performance Metrics - The report indicates that the average revenue CAGR for US auto parts suppliers is projected to be 2% from 2023 to 2025 [74]. - The EBITDA margin for US auto parts suppliers is expected to be around 12% in 2025, with some companies showing higher margins [74][83]. - The report also highlights the financial returns of various suppliers, with some companies achieving significant returns on invested capital (ROIC) [54][56].

Part I [Business Overview](index=10&type=section&id=Item%201%3A%20Business) RB Global operates a global marketplace for commercial assets and vehicles across 170 countries, focusing on automotive and CC&T sectors with a strategy to enhance price performance and expand customer relationships - RB Global operates a global marketplace for commercial assets and vehicles, with a presence in **14 countries** and serving customers in approximately **170 countries**[17](index=17&type=chunk) - The company's primary sectors are automotive and commercial, construction, and transportation (CC&T), serving customers like insurance companies, fleet owners, and OEMs[18](index=18&type=chunk) - Macroeconomic factors such as supply chain disruptions and interest rates have impacted customer transaction behavior, with CC&T markets normalizing in the **second half of 2024**, while the automotive salvage market sees growth due to the inflation spread between repair costs and used vehicle prices[21](index=21&type=chunk)[22](index=22&type=chunk) - The company's growth strategy is centered on **three pillars**: achieving premium price performance, growing the enterprise partner base (insurance companies, large fleets), and driving growth with regional CC&T customers[28](index=28&type=chunk)[31](index=31&type=chunk) - In the **third quarter of 2024**, the company updated its revenue disaggregation to better align with management's evaluation, reclassifying certain fees between marketplace services and transactional buyer/seller revenue[60](index=60&type=chunk)[62](index=62&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A%3A%20Risk%20Factors) The company faces diverse risks including supplier dependence, intense competition, IT system vulnerabilities, substantial indebtedness, and complex regulatory and legal challenges - Business Risks: The company's operations could be adversely affected by the loss of significant suppliers, as the top three suppliers accounted for approximately **22%** of consolidated revenues in fiscal 2024. Other risks include competition, IT system performance, macroeconomic pressures like inflation, and reliance on subhaulers[12](index=12&type=chunk)[73](index=73&type=chunk) - Financial Risks: The company has substantial indebtedness (**$2.7 billion** as of Dec 31, 2024), which could adversely affect its financial condition. Restrictive covenants in debt instruments could limit financial flexibility[15](index=15&type=chunk)[156](index=156&type=chunk) - Cybersecurity and IT Risks: The availability and performance of IT systems are critical. The company faces risks from cybersecurity threats, including ransomware, and potential data breaches which could lead to reputational harm and financial impact[100](index=100&type=chunk)[107](index=107&type=chunk) - Regulatory and Legal Risks: The business is subject to extensive regulations governing auctions, environmental protection, and international trade. It also faces risks from litigation, such as an ongoing dispute with its former CEO, and a significant tax dispute with the Canada Revenue Agency (CRA)[112](index=112&type=chunk)[126](index=126&type=chunk)[142](index=142&type=chunk) - Organizational and Governance Risks: As a Canadian company, U.S. civil liabilities may not be enforceable against it or its directors. Provisions in its articles and by-laws could delay or prevent a change in control[15](index=15&type=chunk)[171](index=171&type=chunk)[175](index=175&type=chunk) [Unresolved Staff Comments](index=44&type=section&id=Item%201B%3A%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[178](index=178&type=chunk) [Cybersecurity](index=44&type=section&id=Item%201C%3A%20Cybersecurity) RB Global manages cybersecurity risk through a comprehensive strategy overseen by its Enterprise Risk Management program and Board's Audit Committee, with no material incidents reported to date - The company's cybersecurity strategy focuses on threat prevention, defense, detection, and response, integrated into its Enterprise Risk Management program[179](index=179&type=chunk) - Oversight is provided by the Board's Audit Committee, which receives **quarterly briefings** from the CTO and CISO. Management-level oversight is handled by the CTO, CISO, and VP of Global Internal Audit, with support from the Security Steering Committee (SSC) and Data Privacy Committee (DPC)[180](index=180&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - The company conducts mandatory onboarding and annual security awareness training for employees, including phishing simulations[182](index=182&type=chunk) - As of the report date, the company is not aware of any cybersecurity threats or incidents that have had a material effect on its business, operations, or financial condition[183](index=183&type=chunk) [Properties](index=47&type=section&id=Item%202%3A%20Properties) RB Global operates from 311 owned and leased properties globally, totaling 5,376 owned acres and 8,164 leased acres, with recent expansion in 2024 Owned and Leased Properties by Region (as of Dec 31, 2024) | Location | Number of Locations | Owned Acreage | Leased Acreage | | :--- | :--- | :--- | :--- | | United States | 246 | 3,704 | 7,377 | | Canada | 30 | 884 | 539 | | International | 35 | 788 | 248 | | **Total** | **311** | **5,376** | **8,164** | - The company is headquartered in a leased property in Westchester, Illinois, with the lease extending until **2027**[188](index=188&type=chunk) - During 2024, the company opened **5 new operating locations** in the US and Canada and converted **13 leased properties** to owned properties, primarily through lease buyouts[190](index=190&type=chunk) [Legal Proceedings](index=47&type=section&id=Item%203%3A%20Legal%20Proceedings) The company reports no material legal proceedings pending, other than ordinary routine litigation incidental to its business - There are no material legal proceedings pending, other than ordinary routine litigation incidental to the business[192](index=192&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204%3A%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[193](index=193&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205%3A%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) RB Global's common shares trade on the NYSE and TSX, paying a quarterly dividend of **$0.29** per share, with its stock outperforming key indices over five years - The company's common shares are listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol 'RBA'[195](index=195&type=chunk) - The company currently pays a regular quarterly cash dividend of **$0.29** per common share. Future dividends are at the discretion of the Board of Directors[199](index=199&type=chunk) Comparison of Cumulative Five-Year Total Return | Company / Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | RBA (NYSE) | $100.0 | $164.6 | $147.1 | $141.4 | $169.9 | $232.3 | | Russell 2000 | $100.0 | $119.9 | $137.7 | $109.5 | $128.0 | $142.7 | | S&P/TSX | $100.0 | $105.6 | $132.2 | $124.6 | $139.3 | $169.5 | | DJIA | $100.0 | $109.7 | $132.7 | $123.6 | $143.6 | $165.1 | Securities Authorized for Issuance under Equity Compensation Plans (as of Dec 31, 2024) | Plan Category | Number of securities to be issued upon exercise (a) | Weighted average exercise price of outstanding options (b) | Number of securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,370,692 | $64.49 | 10,265,156 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **3,370,692** | **$64.49** | **10,265,156** | [Reserved](index=51&type=section&id=Item%206%3A%20%5BReserved%5D) This item is reserved - [Reserved][220](index=220&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%207%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) RB Global achieved significant growth in FY2024, with GTV up **14%** to **$15.9 billion** and revenue up **16%** to **$4.3 billion**, driven by IAA integration and strong automotive sector performance, while maintaining robust liquidity [Performance Overview and Consolidated Results](index=53&type=section&id=7.1%20Performance%20Overview%20and%20Consolidated%20Results) RB Global reported strong FY2024 results with total GTV up **14%** to **$15.9 billion**, total revenue up **16%** to **$4.3 billion**, and net income doubling to **$412.8 million** FY2024 vs FY2023 Key Financial Metrics (in millions) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total GTV | $15.9 billion | $13.9 billion | +14% | | Total Revenue | $4.3 billion | $3.7 billion | +16% | | Service Revenue | $3.4 billion | $2.7 billion | +23% | | Inventory Sales Revenue | $920.6 million | $947.1 million | -3% | | Net Income | $412.8 million | $206.0 million | +100% | | Diluted EPS | $2.01 | $1.04 | +93% | | Adjusted EBITDA | $1.3 billion | $1.0 billion | +26% | - Operational highlights in 2024 include the acquisition of Boom & Bucket, a digital fixed-price marketplace, and continued investment in a new digital payments platform[237](index=237&type=chunk) [Results of Operations](index=54&type=section&id=7.2%20Results%20of%20Operations) Total GTV increased **14%** to **$15.9 billion** in 2024, with total revenue growing **16%** to **$4.3 billion**, and operating income surging **62%** due to reduced acquisition costs GTV by Geography (in millions) | Geography | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | United States | $11,966.4 | $10,266.1 | +17% | | Canada | $2,688.1 | $2,460.8 | +9% | | International | $1,250.3 | $1,203.7 | +4% | | **Total GTV** | **$15,904.8** | **$13,930.6** | **+14%** | GTV by Sector (in millions) | Sector | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Automotive | $8,277.6 | $6,531.2 | +27% | | CC&T | $5,805.8 | $5,446.5 | +7% | | Other | $1,821.4 | $1,952.9 | -7% | | **Total GTV** | **$15,904.8** | **$13,930.6** | **+14%** | - Total lots sold increased by **24%** to **3.35 million**, primarily due to the full inclusion of IAA operations[238](index=238&type=chunk) - Acquisition-related and integration costs decreased **87%** to **$29.0 million** from **$216.1 million** in 2023, as significant costs for the IAA acquisition were incurred in the prior year[250](index=250&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=7.3%20Liquidity%20and%20Capital%20Resources) Net cash from operations increased to **$932.0 million** in 2024, with the company repaying **$450.0 million** in debt and maintaining **$720.9 million** in unused credit capacity Cash Flow Summary (in millions) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $932.0 | $544.0 | | Net cash used in investing activities | $(301.6) | $(3,108.3) | | Net cash (used in) provided by financing activities | $(645.5) | $2,676.2 | - The company repaid **$450.0 million** of principal on its USD TLA Facility during 2024[260](index=260&type=chunk) - In February 2025, the company paid a deposit of **CA$39.5 million** (approx. **$27.6 million**) to the Canada Revenue Agency (CRA) to appeal a Notice of Assessment[267](index=267&type=chunk) - As of December 31, 2024, the company had **$720.9 million** of unused capacity under its revolving credit facilities[271](index=271&type=chunk) [Critical Accounting Policies, Judgments, Estimates and Assumptions](index=64&type=section&id=7.4%20Critical%20Accounting%20Policies%2C%20Judgments%2C%20Estimates%20and%20Assumptions) Critical accounting policies involve significant judgments, particularly in business combinations for intangible asset valuation, annual goodwill impairment testing, and assessing uncertain tax positions with the Canada Revenue Agency - Business Combinations: The valuation of intangible assets from the IAA acquisition required significant estimates for revenue growth, customer attrition, and discount rates[280](index=280&type=chunk)[281](index=281&type=chunk) - Goodwill: Goodwill is tested for impairment annually. In **Q4 2024**, the company reorganized its reporting units and performed impairment tests before and after, concluding no impairment existed. As of **December 31, 2024**, no reporting units are at material risk of impairment[282](index=282&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk) - Income Taxes: Significant judgment was required to assess the uncertain tax position regarding the Notice of Assessment from the Canada Revenue Agency (CRA), concluding that it is more likely than not that the company's tax position will be sustained[287](index=287&type=chunk) [Non-GAAP Measures](index=65&type=section&id=7.5%20Non-GAAP%20Measures) The company utilizes non-GAAP measures like Adjusted Net Income (**$646.8 million**), Diluted Adjusted EPS (**$3.49**), and Adjusted EBITDA (**$1.3 billion**) to present a clearer view of operating performance Non-GAAP Performance Reconciliation (in millions, except per share data) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net income available to common stockholders (GAAP) | $372.7 | $174.9 | | **Adjusted net income available to common stockholders (Non-GAAP)** | **$646.8** | **$502.2** | | Diluted EPS available to common stockholders (GAAP) | $2.01 | $1.04 | | **Diluted adjusted EPS available to common stockholders (Non-GAAP)** | **$3.49** | **$2.99** | Adjusted EBITDA Reconciliation (in millions) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net income (GAAP) | $412.8 | $206.0 | | **Adjusted EBITDA (Non-GAAP)** | **$1,302.7** | **$1,032.8** | - The adjusted net debt to adjusted EBITDA ratio was **1.6x** for the year ended December 31, 2024, a decrease from **2.4x** in the prior year[302](index=302&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%207A%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks primarily from foreign currency fluctuations, with **27%** of 2024 revenues in non-USD currencies, and interest rate risk on **$1.3 billion** of floating-rate debt - Foreign Currency Risk: **27%** of 2024 revenues were denominated in currencies other than the U.S. dollar. A **10%** change in the Canadian dollar, GBP, and Euro against the U.S. dollar would result in a foreign currency translation adjustment of approximately **$113.0 million**[312](index=312&type=chunk)[313](index=313&type=chunk) - Interest Rate Risk: The company had **$1.3 billion** in floating-rate debt as of December 31, 2024. A **100 basis point (1%)** change in interest rates would result in an approximate **$13.3 million** change in annual pre-tax interest expense[315](index=315&type=chunk) - Fixed-rate debt from senior notes represents **51%** of the company's long-term debt, mitigating some interest rate volatility[316](index=316&type=chunk) [Financial Statements and Supplementary Data](index=75&type=section&id=Item%208%3A%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for FY2024 and FY2023, including income statements, balance sheets, cash flows, and detailed notes on accounting policies, acquisitions, debt, and contingencies [Report of Independent Registered Public Accounting Firm](index=75&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued unqualified opinions on RB Global's FY2024 and FY2023 financial statements and internal controls, identifying the uncertain tax position with the CRA as a critical audit matter - The auditor, Ernst & Young LLP, issued an unqualified (clean) opinion on the financial statements and internal controls over financial reporting[318](index=318&type=chunk)[319](index=319&type=chunk) - A Critical Audit Matter was identified regarding the company's uncertain tax position with the Canada Revenue Agency (CRA), highlighting the complexity and significant judgment involved in assessing whether the company's tax position is more likely than not to be sustained[322](index=322&type=chunk)[326](index=326&type=chunk) [Consolidated Financial Statements](index=78&type=section&id=Consolidated%20Financial%20Statements) For FY2024, total revenues were **$4.28 billion**, net income **$412.8 million**, total assets **$11.81 billion**, and cash flow from operations **$932.0 million** Consolidated Income Statement Highlights (Year ended Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | $4,284.2 | $3,679.6 | | Operating Income | $761.2 | $471.3 | | Net Income | $412.8 | $206.0 | | Diluted EPS | $2.01 | $1.04 | Consolidated Balance Sheet Highlights (As of Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Current Assets | $1,714.8 | $1,814.0 | | Total Assets | $11,807.0 | $12,037.4 | | Total Current Liabilities | $1,331.3 | $1,342.7 | | Total Liabilities | $6,090.6 | $6,528.0 | | Total Stockholders' Equity | $5,226.3 | $5,019.0 | Consolidated Cash Flow Highlights (Year ended Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $932.0 | $544.0 | | Net cash (used in) provided by investing activities | $(301.6) | $(3,108.3) | | Net cash (used in) provided by financing activities | $(645.5) | $2,676.2 | [Notes to the Consolidated Financial Statements](index=85&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Notes detail accounting policies, including the **$3.55 billion** goodwill from the IAA acquisition, a **C$79.1 million** tax dispute with the CRA, and total debt of **$2.65 billion** - The acquisition of IAA was finalized with a total purchase price of approximately **$6.6 billion**, resulting in **$3.55 billion** of goodwill[429](index=429&type=chunk)[431](index=431&type=chunk) - The Canada Revenue Agency (CRA) issued a Notice of Assessment for **C$79.1 million** (approx. **$55.1 million**) for tax years **2010-2015**. The company is appealing and has not recorded a liability, concluding it is more likely than not that its position will be sustained. The CRA is also reviewing years **2016-2020** for the same matter[455](index=455&type=chunk)[458](index=458&type=chunk)[459](index=459&type=chunk) Debt Summary (as of Dec 31, 2024, in millions) | Debt Instrument | Principal Amount | | :--- | :--- | | Term Loan A Facility (CAD) | $72.5 | | Term Loan A Facility (USD) | $1,225.0 | | Senior Secured Notes (6.750% due 2028) | $550.0 | | Senior Unsecured Notes (7.750% due 2031) | $800.0 | | **Total Long-term Debt (Principal)** | **$2,647.5** | - The company is in an ongoing arbitration with its former CEO, Ann Fandozzi, regarding her departure. An expense of **$5.0 million** was recorded in 2024 related to changes in estimated fair value of certain share-based awards connected to the matter[525](index=525&type=chunk)[526](index=526&type=chunk) [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=134&type=section&id=Item%209%3A%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable - Not applicable[532](index=532&type=chunk) [Controls and Procedures](index=134&type=section&id=Item%209A%3A%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of **December 31, 2024** - Management concluded that the company's disclosure controls and procedures were effective as of **December 31, 2024**[534](index=534&type=chunk) - Based on the **COSO framework**, management concluded that the company's internal control over financial reporting was effective as of **December 31, 2024**[538](index=538&type=chunk) - The independent auditor's attestation report expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting[541](index=541&type=chunk) [Other Information](index=135&type=section&id=Item%209B%3A%20Other%20Information) The company reports no other information for this item - None[547](index=547&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=137&type=section&id=Item%209C%3A%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reports no information for this item - None[549](index=549&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=137&type=section&id=Item%2010%3A%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item, including details on directors, executive officers, and corporate governance, is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement[551](index=551&type=chunk) [Executive Compensation](index=137&type=section&id=Item%2011%3A%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement[554](index=554&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=137&type=section&id=Item%2012%3A%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners, management, and related stockholder matters is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement[555](index=555&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=137&type=section&id=Item%2013%3A%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement[556](index=556&type=chunk) [Principal Accountant Fees and Services](index=137&type=section&id=Item%2014%3A%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement[557](index=557&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=137&type=section&id=Item%2015%3A%20Exhibits%2C%20Financial%20Statement%20Schedules) This section details the documents filed as part of the Form 10-K, including financial statements and a comprehensive list of exhibits, with no financial statement schedules applicable - The financial statements listed under Item 8 are filed with this report[559](index=559&type=chunk)[560](index=560&type=chunk) - No financial statement schedules are filed with this report[561](index=561&type=chunk) - A comprehensive list of exhibits filed with the report is provided, including agreements, indentures, and compensatory plans[562](index=562&type=chunk) [Form 10-K Summary](index=141&type=section&id=Item%2016%3A%20Form%2010-K%20Summary) This item is not applicable - Not applicable[569](index=569&type=chunk)

Financial Data and Key Metrics Changes - Fourth quarter adjusted EBITDA increased by 13% on a 2% increase in gross transactional value (GTV) [6][26] - Adjusted earnings per share rose by 16% due to higher operating income and lower net interest expense [27] - Adjusted EBITDA as a percentage of GTV increased to 8.4% compared to 7.7% in the prior year [26] Business Line Data and Key Metrics Changes - Automotive GTV increased by 4%, driven by a 7% increase in unit volumes, partially offset by a decline in average price per vehicle sold [22] - GTV in the commercial construction and transportation sector decreased by 1%, driven by a decline in average price per lot sold, despite an 18% increase in lot volumes [23] - Service revenue increased by 8% due to a higher service revenue take rate and higher GTV [25] Market Data and Key Metrics Changes - The total loss ratio in the salvage industry increased nearly 230 basis points to approximately 23.8% compared to 21.5% in the same period last year [19] - Average selling prices of salvage U.S. insurance vehicles declined less than 1%, and when excluding impacts from catastrophe events, declined approximately 2% year-over-year [20] Company Strategy and Development Direction - The company aims to solidify its position as a trusted global partner by focusing on operational efficiency and excellence [8] - Key strategic focuses include premium price performance, growing the enterprise partner base, and driving growth with regional customers [10][11][13] - The company plans to modernize technology capabilities and strategically deploy M&A to expand market reach [14][15] Management's Comments on Operating Environment and Future Outlook - The management described the current environment as "wait and see," with partners evaluating business conditions amid uncertainty [16] - The company expects full-year GTV to grow between 0% and 3% year-over-year, with a mid-single-digit decline expected in the first quarter of 2025 [28] - Management remains focused on operational excellence while investing in growth initiatives [29] Other Important Information - The company expects full-year capital expenditures to be between $350 million and $400 million, mainly due to investments in Greenfield expansion in Australia [30] Q&A Session Summary Question: Market share gains and expectations for 2025 - Management emphasized focusing on providing high service levels to partners and adding value to their P&L to gain market share [34][35] Question: Capital allocation priorities - Management stated that M&A opportunities are part of the strategy, alongside paying down debt and reinvesting in the business [38][39] Question: GTV growth outlook and sector performance - Management indicated confidence in automotive sector growth and discussed unique challenges in the commercial construction and transportation sector [44][46] Question: Impact of tariffs on the automotive side - Management noted that while tariffs are a concern, the marketplace's need for assets remains strong, and they will navigate these challenges with data and insights [52][70] Question: Efficiency and potential RFPs related to surplus assets - Management acknowledged seeing surplus items but did not identify any abnormal uptick in activity related to efficiency initiatives [62] Question: Performance metrics post-IAA transaction - Management expressed confidence in meeting or exceeding SLAs and emphasized transparency in performance reporting [66][91] Question: SG&A performance and cost management - Management highlighted a disciplined approach to managing operating efficiency while investing in business growth [99][101]

RB Global (RBA) came out with quarterly earnings of $0.95 per share, beating the Zacks Consensus Estimate of $0.80 per share. This compares to earnings of $0.82 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 18.75%. A quarter ago, it was expected that this heavy equipment auctioneer would post earnings of $0.62 per share when it actually produced earnings of $0.71, delivering a surprise of 14.52%.Over the last four quarters, ...

Company Overview - RB Global (RBA) currently has a Momentum Style Score of B, indicating a positive momentum characteristic [2] - The company has a Zacks Rank of 2 (Buy), suggesting strong potential for outperformance in the market [3] Performance Metrics - Over the past week, RBA shares increased by 5.44%, outperforming the Zacks Financial Transaction Services industry, which rose by 2.37% [6] - In the last month, RBA's price change was 14.41%, significantly higher than the industry's 2.74% [6] - For longer-term performance, RBA shares rose by 14.36% over the past quarter and 55.04% over the last year, while the S&P 500 increased by 6.59% and 32.84%, respectively [7] Trading Volume - RBA's average 20-day trading volume is 859,414 shares, which serves as a bullish indicator when combined with rising stock prices [8] Earnings Outlook - In the past two months, 2 earnings estimates for RBA have been revised upwards, while 1 estimate was revised downwards, leading to an increase in the consensus estimate from $3.25 to $3.32 [10] - For the next fiscal year, 3 estimates have moved upwards with no downward revisions, indicating a positive earnings outlook [10] Conclusion - Given the positive momentum indicators and earnings outlook, RBA is positioned as a promising investment opportunity with a Momentum Score of B and a Zacks Rank of 2 (Buy) [11]

Company Overview - RB Global, Inc. is a leading omnichannel marketplace providing value-added insights, services, and transaction solutions for buyers and sellers of commercial assets and vehicles globally [2] - The company operates auction sites in 14 countries and serves customers in over 170 countries across various asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining, and agriculture [2] Market Position - RB Global's marketplace brands include Ritchie Bros., the largest auctioneer of commercial assets and vehicles, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers [2] - The company's portfolio also features Rouse Services, SmartEquip, Xcira, and VeriTread, which provide comprehensive asset management, technology support, live auction technologies, and online transport marketplace solutions respectively [2] Recent Developments - Jim Kessler, CEO of RB Global, celebrated the company's 20th year listing anniversary on the Toronto Stock Exchange (TSX) [1]