RXO, INC., 10-K filed on 2/13/2024
Annual Report
v3.24.0.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2023
Feb. 08, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-41514    
Entity Registrant Name RXO, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 88-2183384    
Entity Address, Address Line One 11215 North Community House Road    
Entity Address, City or Town Charlotte,    
Entity Address, State or Province NC    
Entity Address, Postal Zip Code 28277    
City Area Code (980)    
Local Phone Number 308-6058    
Title of 12(b) Security Common stock, par value $0.01 per share    
Trading Symbol RXO    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 2.6
Entity Common Stock, Shares Outstanding   117,094,888  
Documents Incorporated by Reference Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof.    
Entity Central Index Key 0001929561    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
 12 Months Ended
Dec. 31, 2023
Auditor [Abstract]  
Auditor Firm ID 185
Auditor Name KPMG LLP
Auditor Location Stamford, Connecticut
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Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 5 $ 98
Accounts receivable, net of $12 and $13 in allowances, respectively 743 900
Other current assets 48 31
Total current assets 796 1,029
Property and equipment, net of $293 and $241 in accumulated depreciation, respectively 124 119
Operating lease assets 195 159
Goodwill 630 630
Identifiable intangible assets, net of $118 and $106 in accumulated amortization, respectively 68 79
Other long-term assets 12 15
Total long-term assets 1,029 1,002
Total assets 1,825 2,031
Current liabilities    
Accounts payable 414 501
Accrued expenses 199 256
Current maturities of long-term debt 3 4
Short-term operating lease liabilities 53 48
Other current liabilities 13 14
Total current liabilities 682 823
Long-term debt and obligations under finance leases - carrying value 356 451
Deferred tax liability 7 16
Long-term operating lease liabilities 146 114
Other long-term liabilities 40 40
Total long-term liabilities 549 621
Commitments and Contingencies (Note 15)
Equity    
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of December 31, 2023 and 2022 0 0
Common stock, $0.01 par value; 300,000 shares authorized; 117,026 and 116,400 shares issued and outstanding as of December 31, 2023 and 2022, respectively 1 1
Additional paid-in capital 590 588
Retained earnings 6 2
Accumulated other comprehensive loss (3) (4)
Total equity 594 587
Total liabilities and equity $ 1,825 $ 2,031
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Accounts receivable, allowance $ 12 $ 13
Accumulated depreciation 293 241
Finite-lived intangible assets, accumulated amortization $ 118 $ 106
Preferred stock, par value (in dollars per share) $ 0.01  
Preferred stock, shares authorized (in shares) 10,000,000  
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01  
Common stock, shares authorized (in shares) 300,000,000  
Common stock, shares, issued (in shares) 117,026,000 116,400,000
Common stock, shares, outstanding (in shares) 117,026,000 116,400,000
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Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Revenue $ 3,927 $ 4,796 $ 4,689
Cost of transportation and services (exclusive of depreciation and amortization) 2,967 3,624 3,681
Direct operating expense (exclusive of depreciation and amortization) 235 226 192
Sales, general and administrative expense 591 640 539
Depreciation and amortization expense 67 86 81
Transaction and integration costs 12 84 2
Restructuring costs 16 13 2
Operating income 39 123 192
Other expense 3 0 1
Interest expense, net 32 4 0
Income before income taxes 4 119 191
Income tax provision 0 27 41
Net income $ 4 $ 92 $ 150
Earnings per share data      
Earnings per share, basic (in dollars per share) $ 0.03 $ 0.80 $ 1.30
Diluted earnings per share (in dollars per share) $ 0.03 $ 0.79 $ 1.30
Weighted-average common shares outstanding      
Number of shares outstanding, basic (in shares) 116,871 115,335 115,163
Number of shares outstanding, diluted (in shares) 119,456 115,791 115,163
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Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net income $ 4 $ 92 $ 150
Foreign currency translation gain (loss), net of tax effect of $0, $0 and $0 1 (2) 0
Other comprehensive income (loss) 1 (2) 0
Comprehensive income $ 5 $ 90 $ 150
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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Foreign currency translation adjustment, tax, portion attributable to parent $ 0 $ 0 $ 0
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Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities      
Net income $ 4 $ 92 $ 150
Adjustments to reconcile net income to net cash from operating activities      
Depreciation and amortization expense 67 86 81
Stock compensation expense 19 32 8
Deferred tax (benefit) (8) (20) 3
Other 9 6 3
Changes in assets and liabilities      
Accounts receivable 158 92 (242)
Other assets (14) 14 (4)
Accounts payable (86) (14) 129
Accrued expenses and other liabilities (60) 22 27
Net cash provided by operating activities 89 310 155
Investing activities      
Payment for purchases of property and equipment (64) (57) (39)
Proceeds from sale of property and equipment 0 1 1
Other (2) 0 0
Net cash used in investing activities (66) (56) (38)
Financing activities      
Proceeds from borrowings on revolving credit facility 76 0 0
Repayment of borrowings on revolving credit facility (71) 0 0
Proceeds from issuance of debt 0 451 0
Repayment of debt and finance leases (104) 0 0
Payment for debt issuance costs 0 (9) 0
Payment for tax withholdings related to vesting of stock compensation awards (14) (3) 0
Repurchase of common stock (2) 0 0
Net transfers to XPO 0 (621) (159)
Other (2) (1) 1
Net cash used in financing activities (117) (183) (158)
Effect of exchange rates on cash, cash equivalents and restricted cash 1 (2) 0
Net increase (decrease) in cash, cash equivalents and restricted cash (93) 69 (41)
Cash, cash equivalents and restricted cash, beginning of period 98 29 70
Cash, cash equivalents and restricted cash, end of period 5 98 29
Supplemental disclosure of cash flow information:      
Cash paid for income taxes, net 27 3 5
Cash paid for interest, net $ 32 $ 0 $ 0
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Consolidated Statements of Changes in Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
XPO Investment
Beginning balance (in shares) at Dec. 31, 2020   0        
Beginning balance at Dec. 31, 2020 $ 1,068 $ 0 $ 0 $ 0 $ (2) $ 1,070
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 150         150
Other comprehensive income (loss) 0          
Stock compensation expense 8         8
Net transfers to XPO (156)         (156)
Ending balance (in shares) at Dec. 31, 2021   0        
Ending balance at Dec. 31, 2021 1,070 $ 0 0 0 (2) 1,072
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 92     2   90
Other comprehensive income (loss) (2)       (2)  
Stock compensation expense 32   3     29
Vesting of stock compensation awards (in shares)   1,237,000        
Vesting of stock compensation awards 0          
Tax withholdings related to vesting of stock compensation awards (3)   (3)      
Net transfers to XPO (602)         (602)
Issuance of common stock and reclassification of XPO investment (in shares)   115,163,000        
Issuance of common stock and reclassification of XPO investment $ 0 $ 1 588     (589)
Ending balance (in shares) at Dec. 31, 2022 116,400,000 116,400,000        
Ending balance at Dec. 31, 2022 $ 587 $ 1 588 2 (4) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 4     4    
Other comprehensive income (loss) 1       1  
Stock compensation expense 19   19      
Vesting of stock compensation awards (in shares)   726,000        
Vesting of stock compensation awards 0          
Tax withholdings related to vesting of stock compensation awards (15)   (15)      
Repurchase of common stock (in shares)   (100,000)        
Repurchase of common stock $ (2)   (2)      
Ending balance (in shares) at Dec. 31, 2023 117,026,000 117,026,000        
Ending balance at Dec. 31, 2023 $ 594 $ 1 $ 590 $ 6 $ (3) $ 0
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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders’ Equity Stockholders’ EquityOn May 2, 2023, the Company’s Board of Directors authorized the repurchase of up to $125 million of the Company’s common stock (the “2023 Share Repurchase Program”). During the twelve months ended 2023, the Company repurchased 100,000 shares of its common stock for $2 million at an average price of $20.53 per share, funded by available cash. There were no share repurchases in the fourth quarter of 2023. As of December 31, 2023, $123 million remained approved to be used for share repurchases under the 2023 Share Repurchase Program. The 2023 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time at the discretion of the Company’s Board of Directors. We are not obligated to repurchase any specific number of shares.
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:
•Level 1—Quoted prices for identical instruments in active markets;
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
•Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.
Assets and Liabilities
The Company bases its fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2023 and December 31, 2022, due to their short-term nature and/or being receivable or payable on demand.
Debt
The fair value of our debt and classification in the fair value hierarchy is as follows:
(In millions)LevelDecember 31, 2023December 31, 2022
Revolver3$5 $— 
Term Loan2— 95 
7.50% Notes due 20271366 358 
We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics. We valued Level 3 debt using unobservable inputs which reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.
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Organization
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
RXO, Inc. (“RXO”, the “Company” or “we”) is a brokered transportation platform defined by cutting-edge technology and an asset-light business model. The largest component is our core truck brokerage business. Our operations also include three asset-light, brokered transportation services, all of which complement our truck brokerage business: managed transportation, last mile and freight forwarding. We present our operations in the consolidated financial statements as one reportable segment.
On November 1, 2022, the Company completed the separation (the “Separation”) from XPO, Inc. (formerly known as XPO Logistics, Inc.) (“XPO”) in a transaction intended to be tax-free for U.S. federal income tax purposes. The Separation was accomplished by the distribution of 100 percent of the outstanding common stock of RXO to XPO stockholders as of the close of business on October 20, 2022, the record date for the distribution. XPO stockholders received one share of RXO common stock for every share of XPO common stock held at the close of business on the record date. On November 1, 2022, RXO became a standalone publicly-traded company.
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Basis of Presentation and Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Basis of Presentation
Prior to the Separation, the Company’s financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of XPO (the “historical financial statements”). On November 1, 2022, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation are now also referred to as “consolidated financial statements,” and have been prepared under the U.S. generally accepted accounting principles (“GAAP”).
Prior to the Separation, the Company’s historical assets and liabilities presented were wholly owned by XPO and were reflected on a historical cost basis. In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over basis.
Prior to the Separation, the historical results of operations included allocations of XPO costs and expenses including XPO’s corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. An allocation of these expenses is included to burden all business units comprising XPO’s historical results of operations, including RXO. The charges reflected have either been specifically identified or allocated using drivers including proportionally adjusted earnings before interest, taxes, depreciation and amortization, which includes adjustments for transaction and integration costs, as well as restructuring costs and other adjustments, or headcount. The Company believes the assumptions regarding allocations of XPO corporate expenses are reasonable. Nevertheless, the consolidated financial statements may not reflect the results of operations, cash flows and financial position had the Company been a standalone entity during the periods presented. The majority of these allocated costs are recorded within Sales, general and administrative expense; Depreciation and amortization expense; Transaction and integration costs; and Restructuring costs in the Consolidated Statements of Operations. All charges and allocations for facilities, functions and services performed by XPO organizations have been deemed settled in cash by RXO to XPO in the year in which the cost was recorded in the Consolidated Statements of Operations.
For the periods ended before the Separation, XPO investment represents XPO’s historical investment in RXO and includes the net effects of transactions with and allocations from XPO as well as RXO’s accumulated earnings. Certain transactions between RXO and XPO, including XPO’s non-RXO subsidiaries, have been included in these consolidated financial statements, and are considered to be effectively settled at the time the transaction is recorded. The total net effect of the cash settlement of these transactions is reflected in the Consolidated Statements of Cash Flows as a financing activity and in the Consolidated Statements of Changes in Equity as XPO investment. The components of the net transfers to and from XPO include certain costs allocated from XPO's corporate functions, income tax expense, certain cash receipts and payments made on behalf of RXO and general financing activities.
For the periods ended before the Separation, the Company was a member of the XPO consolidated group, and its U.S. taxable income was included in XPO’s consolidated U.S. federal income tax return as well as in the tax returns filed by XPO with certain state and local taxing jurisdictions. For the periods ended after the Separation, the Company will file a consolidated U.S. federal income tax return as well as certain state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis.
The Company’s consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. The Company has eliminated intercompany accounts and transactions.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. GAAP requires the Company to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, income taxes, loss contingencies, valuation of long-lived assets including goodwill and intangible assets and their associated estimated useful lives, collectability of accounts receivable and the fair value of financial instruments. Actual results may vary from those estimates.
Significant Accounting Policies
Revenue Recognition
We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied.
We generate revenue by providing truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract.
A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed upon shipment of the freight or on a weekly or monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service.
Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. Bank overdraft positions occur when the sum of payments honored by the Company's bank exceed the amount of cash available in the Company's account.
Accounts Receivable and Allowance for Credit Losses
We record accounts receivable at the contractual amount, and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible.
The roll-forward of the allowance for credit losses is as follows:
Years Ended December 31,
(In millions)202320222021
Beginning balance$13 $9 $10 
Provision charged to expense5 11 6 
Write-offs, less recoveries, and other adjustments(6)(7)(7)
Ending balance$12 $13 $9 
The Company may sell certain accounts receivable from time to time on a non-recourse basis pursuant to factoring arrangements to better match and neutralize the cash flow impact of transportation cost outflows. During the quarter ended December 31, 2023, we received cash for accounts receivable balances sold of $36 million under these arrangements.
Property and Equipment
Property and equipment, which includes assets recorded under finance leases, are stated at cost less accumulated depreciation or, in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred.
For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology.
We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:
ClassificationEstimated Useful Life
Buildings and leasehold improvements
Term of lease to 39 years
Vehicles, tractors and trailers
3 to 14 years
Machinery and equipment
3 to 10 years
Computer software and equipment
3 to 7 years
Leases
We have operating leases primarily for real estate, tractors and trailers and finance leases for equipment. We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use the incremental borrowing rates of RXO based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve available at the lease commencement date that takes into consideration market yield levels of RXO’s relevant debt outstanding as well as the index that matches RXO’s credit rating, and then adjusts as if the borrowings were collateralized.
We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term, and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.
Segment Reporting
We conduct our business and track our results as one reportable segment based upon the aggregation of our operating segments. Our chief operating decision maker regularly reviews financial information at the operating segment level to allocate resources and assess performance. We have determined that all our operating segments share the following similar economic and qualitative characteristics and therefore meet the criteria for operating segments to be aggregated into one reportable segment:
•The operating segments have similar economic characteristics (e.g., comparable adjusted earnings before interest, taxes, depreciation and amortization margins, our measure of segment profitability), and similar long-term financial models;
•The nature of the services offered by each operating segment is similar: all the services leverage technology and an asset-light infrastructure to arrange for the transportation of customer goods by qualified independent carriers;
•The operating segments all operate within the transportation industry and in primarily the same geography (North America);
•All operating segments provide business-to-business services, with no segment transacting directly with the end-user customer;
•Each operating segment’s customer base spans diversified industry verticals that overlap with other operating segments and have a common salesforce engaged in significant cross-selling activities; and
•All operating segments conduct business in a similar regulatory environment applicable to the transportation industry, including regulation and licensing by various governmental agencies; most notably, the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation.
All of our operating segments can be expected to have similar future prospects as they have similar economic attributes. The causes for fluctuations in operating and financial performance are generally the same among the operating segments and include such factors as: (i) changes in overall demand for outsourced freight transportation services, (ii) changes in prices charged by third-party carriers, (iii) decisions by customers to develop or expand internal transportation capabilities, and (iv) macroeconomic impacts on supply chains for materials, parts and finished goods.
Goodwill
We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. We have six reporting units.
The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the entity considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the entity's stock price and market capitalization of the entity and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses a combination of the income approach and a market-based approach to determine the reporting units’ fair values. Under the income approach, the determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.
For our 2023 goodwill assessment, we performed a quantitative analysis for our reporting units using a combination of the income and market approaches. As of November 30, 2023 we completed our annual impairment tests for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill.
Intangible Assets and Long-lived Assets
We review intangible assets and long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. Our intangible assets subject to amortization consist of customer relationships. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for customer relationships is 4 to 16 years.
Accrued Expenses
The components of accrued expenses are as follows:
December 31,
(In millions)20232022
Accrued transportation and facility charges$86 $120 
Accrued salaries and wages41 59 
Accrued insurance23 24 
Other accrued expenses49 53 
Total accrued expenses$199 $256 
Insurance
We participate in a combination of self-insurance programs and purchased insurance that are managed to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. Insurance coverage levels are adjusted annually based on risk tolerance and premium expense.
Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering retention levels, historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim. Changes in these assumptions can impact actual costs paid to settle the claims and those amounts may be different than estimates. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. At December 31, 2023 and 2022, our insurance liabilities amounted to $62 million and $60 million, respectively, and were included in Accrued expenses and Other long-term liabilities on our Consolidated Balance Sheets.
Income Taxes
We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.
Up until the date of the Separation, the operations of the Company were included in the consolidated U.S. federal, certain state, local and foreign income tax returns filed by XPO, where applicable. Income tax expense and other income tax related information contained in the consolidated financial statements up until the date of the Separation were presented on a separate return basis as if the Company had filed its own tax returns. As a result, actual tax transactions included in the consolidated financial statements of XPO may not be included in our consolidated financial statements. Similarly, the tax treatment of certain items reflected in our consolidated financial statements may not be reflected in the consolidated financial statements and tax returns of XPO. Up until the date of the Separation, the income taxes of the Company as presented in the consolidated financial statements may not have been indicative of the income taxes that the Company will incur post-Separation.
Foreign Currency Translation and Transactions
The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income (loss) (“AOCI”) on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented.
We convert foreign currency transactions recognized on our Consolidated Statements of Operations to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other expense in our Consolidated Statements of Operations and were not material for any of the periods presented.
Stock-Based Compensation
We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, the Company establishes the fair value based on the market price on the date of the grant. The Company recognizes the grant date fair value of equity awards as compensation cost over the requisite service period. The Company accounts for forfeitures as they occur.
Reclassifications
Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.
Adoption of New Accounting Standard
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The ASU increases the transparency surrounding supplier finance programs by requiring the buyer to disclose information on an annual basis about the key terms of the program, the outstanding obligation amounts as of the end of the period, a roll-forward of such amounts, and the balance sheet presentation of the related amounts. Additionally, the obligation amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for fiscal years beginning after December 15, 2022 except for the requirement to disclose the roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted this standard on January 1, 2023, on a prospective basis. The adoption did not have an impact on our financial statement disclosures.
Accounting Pronouncements Issued but Not Yet Effective
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) - Common Control Arrangements.” The amendments in this update improve current GAAP by clarifying the accounting treatment for leasehold improvements associated with common control leases in order to create uniformity in practice. The ASU seeks to provide guidance to more accurately match the amortization expense of leasehold improvements under common control arrangements with the useful life of the improvements to the consolidated entity as a whole. The amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of the ASU are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
In December 2023, the FASB issued 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosure.” The ASU seeks to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
v3.24.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Disaggregation of Revenues
We disaggregate our revenue by geographic area, service offering and industry sector. The majority of our revenue, based on sales office location, is generated in the U.S. Approximately 7%, 9% and 9% of our revenues were generated outside the U.S. (primarily in Canada, Mexico and Asia) for the years ended December 31, 2023, 2022 and 2021, respectively.
Our revenue disaggregated by service offering is as follows:
Years Ended December 31,
(In millions)202320222021
Truck brokerage$2,358 $2,929 $2,749 
Last mile1,014 1,061 1,016 
Managed transportation439 523 603 
Freight forwarding251 422 434 
Eliminations(135)(139)(113)
Total$3,927 $4,796 $4,689 
Our revenue disaggregated by industry sector is as follows:
Years Ended December 31,
(In millions)202320222021
Retail/e-commerce$1,533 $1,799 $1,771 
Industrial/manufacturing743 817 778 
Food and beverage438 530 585 
Automotive411 390 308 
Logistics and transportation197 338 331 
Other605 922 916 
Total$3,927 $4,796 $4,689 
Performance Obligations
Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. As of December 31, 2023, the fixed consideration component of our remaining performance obligation was approximately $71 million, and we expect approximately 99% of that amount to be recognized over the next 3 years and the remainder thereafter. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to contract revisions or terminations.
v3.24.0.1
Restructuring Charges
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Charges Restructuring Charges
We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These actions generally include severance and facility-related costs, including impairment of operating lease assets, and are intended to improve our efficiency and profitability going forward.
The following is a rollforward of the Company’s restructuring liability, which is included in Accrued expenses in the Consolidated Balance Sheets:
Year Ended December 31, 2023
(In millions)Reserve Balance
as of
December 31, 2022		Charges IncurredPaymentsOtherReserve Balance
as of
December 31, 2023
Severance$2 $12 $(10)$— $4 
Facilities1 4 (3)— 2 
Total$3 $16 $(13)$— $6 
Year Ended December 31, 2022
(In millions)Reserve Balance
as of
December 31, 2021		Charges IncurredPaymentsOtherReserve Balance
as of
December 31, 2022
Severance$— $10 $(2)$(6)$2 
Facilities2 2 (3)— 1 
Contract termination— 1 (1)— — 
Total$2 $13 $(6)$(6)$3 
We expect the majority of the cash outlays related to the remaining restructuring liability at December 31, 2023 to be complete within twelve months.
v3.24.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
The following table summarizes our property and equipment:
December 31,
(In millions)20232022
Property and equipment
Buildings and leasehold improvements$33 $23 
Vehicles, tractors and trailers24 23 
Machinery and equipment41 36 
Computer software and equipment319 278 
Total property and equipment, gross417 360 
Less: accumulated depreciation(293)(241)
Total property and equipment, net$124 $119 
Net book value of capitalized internally-developed software included in property and equipment, net$63 $62 
Depreciation of property and equipment and amortization of computer software was $55 million, $65 million and $58 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, our long-lived tangible assets outside of the U.S. were not significant.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases Leases
Most of our leases are operating leases and consist of real estate leases. In addition, we lease trucks, tractors and trailers.
The following amounts are recorded in the Consolidated Balance Sheets related to leases:
December 31,
(In millions)20232022
Operating leases:
Operating lease assets$195 $159 
Short-term operating lease liabilities$53 $48 
Long-term operating lease liabilities146 114 
Total operating lease liabilities$199 $162 
Finance leases:
Property and equipment, gross$9 $7 
Accumulated depreciation(4)(2)
Property and equipment, net$5 $5 
Current portion of obligations under finance leases$2 $2 
Long-term portion of obligations under finance leases4 4 
Total finance lease liabilities$6 $6 
Supplemental weighted-average information for leases is as follows:
December 31,
20232022
Weighted-average remaining lease term (years)
Operating leases4.24.1
Finance leases3.24.3
Weighted-average discount rate
Operating leases5.2 %4.7 %
Finance leases5.7 %6.1 %
The components of our lease expense are as follows:
Years Ended December 31,
(In millions)202320222021
Operating lease cost$59 $51 $46 
Short-term lease cost15 10 8 
Variable lease cost15 14 12 
Total operating lease cost$89 $75 $66 
Finance lease cost:
Amortization of leased assets$2 $1 $— 
Interest on lease liabilities1 — — 
Total finance lease cost$3 $1 $— 
Total lease cost$92 $76 $66 
Supplemental cash flow information related to leases is as follows:
Years Ended December 31,
(In millions)202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$57 $49 $41 
Financing cash flows for finance leases2 1 — 
Leased assets obtained in exchange for new lease obligations:
Operating leases100 57 55 
Finance leases2 7 — 
Future minimum lease payments as of December 31, 2023 are as follows:
(In millions)Finance LeasesOperating Leases
2024$2 $62 
20252 54 
20262 41 
20271 31 
2028— 20 
Thereafter— 15 
Total lease payments7 223 
Less: interest(1)(24)
Present value of lease liabilities$6 $199 
As of December 31, 2023, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $12 million. These operating leases will commence in 2024, with initial lease terms ranging from 3 years to 7 years
Leases Leases
Most of our leases are operating leases and consist of real estate leases. In addition, we lease trucks, tractors and trailers.
The following amounts are recorded in the Consolidated Balance Sheets related to leases:
December 31,
(In millions)20232022
Operating leases:
Operating lease assets$195 $159 
Short-term operating lease liabilities$53 $48 
Long-term operating lease liabilities146 114 
Total operating lease liabilities$199 $162 
Finance leases:
Property and equipment, gross$9 $7 
Accumulated depreciation(4)(2)
Property and equipment, net$5 $5 
Current portion of obligations under finance leases$2 $2 
Long-term portion of obligations under finance leases4 4 
Total finance lease liabilities$6 $6 
Supplemental weighted-average information for leases is as follows:
December 31,
20232022
Weighted-average remaining lease term (years)
Operating leases4.24.1
Finance leases3.24.3
Weighted-average discount rate
Operating leases5.2 %4.7 %
Finance leases5.7 %6.1 %
The components of our lease expense are as follows:
Years Ended December 31,
(In millions)202320222021
Operating lease cost$59 $51 $46 
Short-term lease cost15 10 8 
Variable lease cost15 14 12 
Total operating lease cost$89 $75 $66 
Finance lease cost:
Amortization of leased assets$2 $1 $— 
Interest on lease liabilities1 — — 
Total finance lease cost$3 $1 $— 
Total lease cost$92 $76 $66 
Supplemental cash flow information related to leases is as follows:
Years Ended December 31,
(In millions)202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$57 $49 $41 
Financing cash flows for finance leases2 1 — 
Leased assets obtained in exchange for new lease obligations:
Operating leases100 57 55 
Finance leases2 7 — 
Future minimum lease payments as of December 31, 2023 are as follows:
(In millions)Finance LeasesOperating Leases
2024$2 $62 
20252 54 
20262 41 
20271 31 
2028— 20 
Thereafter— 15 
Total lease payments7 223 
Less: interest(1)(24)
Present value of lease liabilities$6 $199 
As of December 31, 2023, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $12 million. These operating leases will commence in 2024, with initial lease terms ranging from 3 years to 7 years
v3.24.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
There were no cumulative goodwill impairments as of December 31, 2023.
Our identifiable intangible assets consist entirely of customer relationships, all of which are definite-lived. We did not recognize any impairment of our identified intangible assets in 2023 or 2022. During 2023 we retired $1 million of fully amortized customer relationship intangible assets.
Estimated future amortization expense for amortizable intangible assets for the next five years and thereafter is as follows:
(In millions)20242025202620272028Thereafter
Estimated amortization expense$12 $12 $12 $11 $8 $13 
Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, future impairment of intangible assets, accelerated amortization of intangible assets and other events.
Intangible asset amortization expense was $13 million, $21 million and $24 million for the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes the principal balance and carrying value of our debt:
December 31, 2023December 31, 2022
(In millions)Principal BalanceCarrying ValuePrincipal BalanceCarrying Value
Revolver$5 $5 $— $— 
Term Loan— — 100 100 
7.50% Notes due 2027 (1)
355 347 355 346 
Finance leases, asset financing and other7 7 9 9 
Total debt and obligations under finance leases367 359 464 455 
Less: Current maturities of long-term debt3 3 4 4 
Total long-term debt and obligations under finance leases$364 $356 $460 $451 
(1)The carrying value of the 7.50% Notes due 2027 is presented net of unamortized debt issuance cost and discount of $8 million and $9 million as of December 31, 2023 and December 31, 2022, respectively.

Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter is as follows:
(In millions)20242025202620272028Thereafter
Principal payments on debt$1 $— $— $360 $— $— 
Revolving Credit Agreement
On October 18, 2022, we entered into a five-year, unsecured multi-currency revolving credit facility (the “Revolver”). The Revolver borrowing capacity is up to $500 million, of which $50 million is available for the issuance of letters of credit. Loans under the Revolver bear interest at a fluctuating rate plus an applicable margin based on the Company’s credit ratings. The Company is required to pay a commitment fee on any unused commitment, based on pricing levels set forth in the agreement. The covenants in the Revolver are customary for financings of this type. The Revolver requires the Company to maintain a maximum consolidated leverage ratio and minimum interest coverage ratio. At December 31, 2023, the Company was in compliance with the covenants of the Revolver. As of December 31, 2023, we had $5 million outstanding under the Revolver, with interest payable quarterly. Borrowings under the Revolver are payable, at our option, at any time prior to or at maturity on October 18, 2027. The effective interest rate on the Revolver was 6.82% as of December 31, 2023.
On November 2, 2023, the Company exercised a feature to increase the total commitments under its Revolver from $500 million to $600 million.
Term Loan Credit Agreement
On October 18, 2022, we entered into a five-year $100 million unsecured term loan facility (the “Term Loan”). The original maturity date of the Term Loan was November 1, 2027.
In connection with the Revolver commitment increase, on November 2, 2023, the Company repaid all of the outstanding obligations in respect of the $100 million principal amount, interest and fees under the Term Loan and terminated the Term Loan.
Notes
On October 25, 2022, we completed an offering of $355 million in aggregate principal amount of unsecured notes (the “Notes” or the “7.50% Notes due 2027”). The Notes bear interest at a rate of 7.50% per annum payable semiannually in cash in arrears on May 15 and November 15 of each year, beginning May 15, 2023, and mature on November 15, 2027, unless earlier repurchased or redeemed, if applicable. The Notes were issued at an issue price of 98.962% of par. The effective interest rate on the Notes was 8.13% as of December 31, 2023.
We may redeem the Notes, in whole or in part, at any time on or after November 15, 2024 at a redemption price equal to (i) 103.750% of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2024, (ii) 101.875% of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2025 and (iii) 100% of the principal amount to be redeemed if the redemption occurs on or after November 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to November 15, 2024, we may also redeem up to 40% of the Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 107.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to November 15, 2024, we may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable “make-whole” premium.
The Notes are guaranteed by each of our direct and indirect wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The Notes and its guarantees are unsecured, senior indebtedness for us and our guarantors. The Notes contain covenants customary for debt securities of this nature. At December 31, 2023, the Company was in compliance with the covenants of the Notes.
v3.24.0.1
Employee Benefit Plan
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plan Employee Benefit PlanThe Company sponsors a defined contribution plan that is available to employees whose primary place of employment is the U.S. The Company matches up to 4% of employees’ pre-tax contributions, after completing one year of service. The Company’s costs for the defined contribution plan were $9 million, $8 million and $7 million for the years ended December 31, 2023, 2022 and 2021, respectively, and were primarily included in Sales, general and administrative expense in the Consolidated Statements of Operations.
v3.24.0.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Prior to the Separation, RXO employees participated in XPO’s equity incentive plan, pursuant to which they were granted restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and non-qualified or incentive stock options. All awards granted under these plans were related to XPO common shares. In connection with the Separation, and in accordance with the Employee Matters Agreement (“EMA”) and the RXO, Inc. 2022 Omnibus Incentive Plan (the “2022 Incentive Plan” or the “Plan”) adopted in 2022, the Company’s employees with outstanding former XPO stock-based awards received replacement stock-based awards under the Plan at Separation. The value of the replaced stock-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value of the award immediately prior to the Separation.
In connection with the Separation, certain holders of outstanding XPO share-based compensation awards received an adjusted award consisting of both shares of XPO common stock and shares of RXO common stock. Non-vested shares outstanding, as shown in the table below, exclude 1.7 million and 2.8 million shares held by non-RXO employees at December 31, 2023 and December 31, 2022, respectively, consisting of certain XPO employees, former employees of XPO as of the distribution date, and XPO non-employee directors who remained on the XPO Board of Directors on the distribution date, that will be settled in RXO common stock once vested under the EMA. Additionally, one employee of RXO was granted RSUs and PRSUs in XPO stock in connection with the Separation. Non-vested shares outstanding, as shown in the table below, exclude these 12 thousand and 43 thousand shares at December 31, 2023 and December 31, 2022, respectively, as they will be settled in XPO common stock in accordance with the EMA. The Company recognizes stock-based compensation expense related only to those awards held by RXO employees.
In October 2022, the Company established the 2022 Incentive Plan, which authorizes the issuance of up to 13.9 million shares of common stock as awards. Under the 2022 Incentive Plan, directors, officers and employees may be granted various types of stock-based compensation awards, including stock options, restricted stock, RSUs, PRSUs, stock appreciation rights and cash incentive awards (collectively, “Awards”). As of December 31, 2023, 6.9 million shares of common stock were available for the grant of Awards under the 2022 Incentive Plan.
Prior to the Separation, the stock-based compensation expense recorded by the Company includes the expense associated with the employees historically attributable to the Company’s operations, as well as the expense associated with the allocation of equity-based compensation expense for XPO corporate employees. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.
Our stock-based compensation expense is recorded in Sales, general and administrative expense on our Consolidated Statements of Operations:
Years Ended December 31,
(In millions)202320222021
Restricted stock and restricted stock units$14 $9 $6 
Performance-based restricted stock units5 23 2 
Total stock-based compensation expense$19 $32 $8 
Tax benefit on stock-based compensation$4 $8 $1 
Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units
We grant RSUs and PRSUs to our key employees, officers and directors with various vesting requirements. RSUs generally vest based on the passage of time (service conditions) and PRSUs generally vest based on the achievement of our financial targets (performance conditions). PRSUs may also be subject to stock price (market conditions), employment conditions and other non-financial conditions. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards.
The number of RSUs and PRSUs vested includes shares of our common stock that we withheld on behalf of our employees to satisfy the minimum tax withholdings. We estimate the fair value of PRSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model.
A summary of RSU and PRSU award activity for the year ended December 31, 2023 is presented below:
RSUsPRSUs
Number of
RSUs		Weighted-Average Grant Date Fair ValueNumber of PRSUsWeighted-Average Grant Date Fair Value
Outstanding as of December 31, 2022
1,005,171$21.68 896,631$19.68 
Granted1,200,16120.62 62,60519.08 
Vested(410,646)20.85 (229,934)22.16 
Forfeited and canceled(120,098)22.68 (29,014)21.17 
Outstanding as of December 31, 2023
1,674,588$21.06 700,288$18.74 
The total aggregate fair value of RSUs and PRSUs that vested during 2023, 2022 and 2021 was $13 million, $18 million and $5 million, respectively. Total aggregate fair value of awards vested prior to the Separation was derived from XPO's stock price at grant. As of December 31, 2023, all outstanding RSUs vest subject to service conditions and all outstanding PRSUs vest subject to service and performance conditions.
As of December 31, 2023, unrecognized compensation cost related to unvested RSUs and PRSUs of $32 million is anticipated to be recognized over a weighted-average period of approximately 1.71 years.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the periods ended before the Separation, the Company was a member of the XPO consolidated group, and its U.S. taxable income was included in XPO’s consolidated U.S. federal income tax return as well as in the tax returns filed by XPO with certain state and local taxing jurisdictions. For the periods ended after the Separation, the Company will file a consolidated U.S. federal income tax return as well as certain state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis.
Income before taxes related to our U.S. and foreign operations is as follows:
Years Ended December 31,
(In millions)202320222021
U.S.$(2)$88 $169 
Foreign6 31 22 
Income before income taxes$4 $119 $191 
The components of the income tax provision (benefit) consist of the following:
Years Ended December 31,
(In millions)202320222021
Current:
U.S. Federal$4 $33 $30 
State3 5 6 
Foreign1 9 2 
Total current income tax provision8 47 38 
Deferred:
U.S. Federal(8)(17)4 
State(1)(3)(1)
Foreign1 — — 
Total deferred income tax provision (benefit)(8)(20)3 
Total income tax provision$— $27 $41 
The reconciliation of the statutory federal income tax rate to the effective income tax rate consists of the following:
Years Ended December 31,
202320222021
U.S. federal statutory tax rate21.0 %21.0 %21.0 %
State taxes, net of U.S. federal benefit42.4 3.0 2.6 
Non-deductible expenses81.6 1.5 — 
Foreign rate differential17.1 1.5 0.6 
Foreign operations (1)
32.2 (0.8)0.4 
Provision to return and deferred tax adjustments4.5 (2.4)(0.1)
Changes in uncertain tax positions(55.5)(0.4)(2.4)
Other(156.3)(0.8)(0.7)
Effective tax rate(13.0)%22.6 %21.4 %
(1)    Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, and permanent items related to foreign operations.
Components of the Net Deferred Tax Asset or Liability
The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows:
December 31,
(In millions)20232022
Deferred tax asset
Net operating loss and other tax attribute carryforwards$7 $3 
Accrued expenses13 16 
Other11 12 
Total deferred tax asset31 31 
Valuation allowance(1)(1)
Total deferred tax asset, net30 30 
Deferred tax liability
Intangible assets(28)(26)
Property and equipment(6)(16)
Other(1)(1)
Total deferred tax liability(35)(43)
Net deferred tax liability$(5)$(13)
The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows:
December 31,
(In millions)20232022
Other long-term assets$2 $3 
Deferred tax liability(7)(16)
Net deferred tax liability$(5)$(13)
Operating Loss and Tax Credit Carryforwards
Our operating loss and tax credit carryforwards are as follows:
December 31,
(In millions)Expiration Date20232022
Federal net operating losses for all U.S. operations$— $4 
Tax effect (before federal benefit) of state net operating losses
Various times starting in 2024 (1)
1 1 
Foreign net operating losses available to offset future taxable income
Various times starting in 2028 (1)
20 5 
State tax credit carryforwardsVarious times starting in 20261 — 
(1)    Some losses have unlimited carryforward periods.
Valuation Allowance
We established a valuation allowance for some of our deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. We concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.
The balances and activity related to our valuation allowance are as follows:
(In millions)Beginning BalanceAdditionsReductionsEnding Balance
Year Ended December 31, 2023
$1 $— $— $1 
Year Ended December 31, 2022
1 — — 1 
Year Ended December 31, 2021
2 — (1)1 
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
(In millions)202320222021
Beginning balance$— $1 $4 
Reductions due to the statute of limitations— (1)(3)
Ending balance$— $— $1 
Interest and penalties— 2 2 
Gross unrecognized tax benefits$— $2 $3 
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year$— $— $1 
We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2023, we have no tax years under examination by the IRS or in any foreign jurisdictions. We are under examination in various states. The U.S. federal tax return after the separation date of November 1, 2022, certain state and local returns after 2016 and non-U.S. returns after 2010 are open under relevant statutes of limitations and are subject to audit.
v3.24.0.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Prior to the Separation, RXO employees participated in XPO’s equity incentive plan, pursuant to which they were granted RSUs, PRSUs and non-qualified or incentive stock options. All awards granted under these plans were related to XPO common shares. In connection with the Separation, outstanding awards held by RXO employees were converted in accordance with the EMA, with RXO employees either receiving converted awards solely in RXO based shares or a combination of RXO and XPO shares. The conversion methodology used was calculated in accordance with the EMA and with the purpose of maintaining the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value immediately prior to the Separation.
In connection with the Separation, outstanding XPO share-based compensation awards held by non-RXO employees, consisting of certain XPO employees, former employees of XPO as of the distribution date, and XPO non-employee directors who remained on the XPO Board of Directors on the distribution date, received an adjusted award consisting of both shares of XPO common stock and shares of RXO common stock. As of the Separation date, 3.3 million total shares, including 2.4 million RSUs and 0.9 million PRSUs, were converted in this manner. Approximately 1.1 million and 0.5 million of these awards vested or were forfeited in 2023 and 2022, respectively, resulting in 1.7 million and 2.8 million shares remaining outstanding at December 31, 2023 and December 31, 2022, respectively. The adjusted RSU awards are subject to the same terms and vesting conditions that applied to the original XPO award immediately before the distribution. The adjusted PRSU awards are subject to the same terms and vesting conditions that applied to the original XPO award immediately before the distribution, provided that the XPO Compensation Committee may modify the applicable performance-based vesting conditions prior to the effective time (including by deeming the applicable performance-based vesting conditions to be achieved at a designated performance level). As these awards will ultimately be settled in RXO shares upon vesting, they have been included in our calculation of diluted weighted-average common shares outstanding as of December 31, 2023 and December 31, 2022.
On November 1, 2022, the date of the Separation, 115,162,555 shares of common stock of RXO were distributed to XPO stockholders of record as of the record date. This share amount is utilized for the calculation of basic and diluted earnings per share for all years presented prior to the Separation. For all periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no equity awards of RXO outstanding prior to the Separation.
Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive.
The computations of basic and diluted earnings per share are as follows:
Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)202320222021
Net income$4 $92 $150 
Basic weighted-average common shares116,871 115,335 115,163 
Dilutive effect of stock-based awards2,585 456 — 
Diluted weighted-average common shares119,456 115,791 115,163 
Basic earnings per share$0.03 $0.80 $1.30 
Diluted earnings per share$0.03 $0.79 $1.30 
Antidilutive shares excluded from diluted weighted-average common shares
396 1,095 — 
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, environmental liability, commercial disputes, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include several class action and collective action cases involving claims that the contract carriers with which we contract for performance of delivery services, or their delivery workers, should be treated as employees, rather than independent contractors (“misclassification claims”) and may seek substantial monetary damages (including claims for unpaid wages, overtime, unreimbursed business expenses, deductions from wages, penalties and other items), injunctive relief, or both.
We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter.
We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, cash flows and financial position. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, cash flows and financial position. Legal costs incurred related to these matters are expensed as incurred.
We carry liability and excess umbrella insurance policies that are deemed sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our results of operations, cash flows or financial position could be negatively impacted.
v3.24.0.1
Related Party
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Related Party
Prior to the Separation, the Company did not operate as a standalone business and the consolidated financial statements were derived from the consolidated financial statements and accounting records of XPO. Transactions between the Company and XPO, and other non-RXO subsidiaries of XPO, that occurred prior to the Separation have been classified as related-party transactions. Transactions that originated with XPO prior to the Separation were cash settled or forgiven as of November 1, 2022. For amounts that were forgiven, the amounts have been recorded as an adjustment to XPO Investment.
Allocation of General Corporate Expenses
Post-Separation, costs were no longer allocated from XPO to the Company; therefore, no related amounts were reflected on the Company’s financial statements for the year ended December 31, 2023.
Prior to the Separation, certain shared costs were allocated to the Company from XPO’s corporate overhead. The Consolidated Statements of Operations include expenses for certain centralized functions and other programs provided and/or administered by XPO that were charged directly to the Company. In addition, for purposes of preparing these consolidated financial statements, a portion of XPO’s total corporate expenses have been allocated to the Company. See Note 2 — Basis of Presentation and Significant Accounting Policies for a discussion of the methodology used to allocate such costs for purposes of preparing these consolidated financial statements.
Costs included in our Consolidated Statements of Operations for our allocated share of XPO’s corporate overhead are as follows:
Years Ended December 31,
(In millions)20222021
Sales, general and administrative expense$50 $60 
Depreciation and amortization expense9 9 
Transaction and integration costs46 2 
Restructuring costs7 1 
Total$112 $72 
Transactions with XPO and its non-RXO Subsidiaries
Revenue and costs generated from related parties are as follows:
Years Ended December 31,
(In millions)20222021
Revenue$109 $181 
Costs$52 $79 
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net income $ 4 $ 92 $ 150
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.0.1
Basis of Presentation and Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Prior to the Separation, the Company’s financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of XPO (the “historical financial statements”). On November 1, 2022, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation are now also referred to as “consolidated financial statements,” and have been prepared under the U.S. generally accepted accounting principles (“GAAP”).
Prior to the Separation, the Company’s historical assets and liabilities presented were wholly owned by XPO and were reflected on a historical cost basis. In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over basis.
Prior to the Separation, the historical results of operations included allocations of XPO costs and expenses including XPO’s corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. An allocation of these expenses is included to burden all business units comprising XPO’s historical results of operations, including RXO. The charges reflected have either been specifically identified or allocated using drivers including proportionally adjusted earnings before interest, taxes, depreciation and amortization, which includes adjustments for transaction and integration costs, as well as restructuring costs and other adjustments, or headcount. The Company believes the assumptions regarding allocations of XPO corporate expenses are reasonable. Nevertheless, the consolidated financial statements may not reflect the results of operations, cash flows and financial position had the Company been a standalone entity during the periods presented. The majority of these allocated costs are recorded within Sales, general and administrative expense; Depreciation and amortization expense; Transaction and integration costs; and Restructuring costs in the Consolidated Statements of Operations. All charges and allocations for facilities, functions and services performed by XPO organizations have been deemed settled in cash by RXO to XPO in the year in which the cost was recorded in the Consolidated Statements of Operations.
For the periods ended before the Separation, XPO investment represents XPO’s historical investment in RXO and includes the net effects of transactions with and allocations from XPO as well as RXO’s accumulated earnings. Certain transactions between RXO and XPO, including XPO’s non-RXO subsidiaries, have been included in these consolidated financial statements, and are considered to be effectively settled at the time the transaction is recorded. The total net effect of the cash settlement of these transactions is reflected in the Consolidated Statements of Cash Flows as a financing activity and in the Consolidated Statements of Changes in Equity as XPO investment. The components of the net transfers to and from XPO include certain costs allocated from XPO's corporate functions, income tax expense, certain cash receipts and payments made on behalf of RXO and general financing activities.
For the periods ended before the Separation, the Company was a member of the XPO consolidated group, and its U.S. taxable income was included in XPO’s consolidated U.S. federal income tax return as well as in the tax returns filed by XPO with certain state and local taxing jurisdictions. For the periods ended after the Separation, the Company will file a consolidated U.S. federal income tax return as well as certain state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis.
The Company’s consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. The Company has eliminated intercompany accounts and transactions.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. GAAP requires the Company to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, income taxes, loss contingencies, valuation of long-lived assets including goodwill and intangible assets and their associated estimated useful lives, collectability of accounts receivable and the fair value of financial instruments. Actual results may vary from those estimates.
Revenue Recognition
Revenue Recognition
We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied.
We generate revenue by providing truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract.
A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed upon shipment of the freight or on a weekly or monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service.
Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.
Cash and Cash Equivalents
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. Bank overdraft positions occur when the sum of payments honored by the Company's bank exceed the amount of cash available in the Company's account.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
We record accounts receivable at the contractual amount, and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. We also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible.
Property and Equipment
Property and Equipment
Property and equipment, which includes assets recorded under finance leases, are stated at cost less accumulated depreciation or, in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred.
For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology.
Leases
Leases
We have operating leases primarily for real estate, tractors and trailers and finance leases for equipment. We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use the incremental borrowing rates of RXO based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve available at the lease commencement date that takes into consideration market yield levels of RXO’s relevant debt outstanding as well as the index that matches RXO’s credit rating, and then adjusts as if the borrowings were collateralized.
We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term, and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.
Segment Reporting
Segment Reporting
We conduct our business and track our results as one reportable segment based upon the aggregation of our operating segments. Our chief operating decision maker regularly reviews financial information at the operating segment level to allocate resources and assess performance. We have determined that all our operating segments share the following similar economic and qualitative characteristics and therefore meet the criteria for operating segments to be aggregated into one reportable segment:
•The operating segments have similar economic characteristics (e.g., comparable adjusted earnings before interest, taxes, depreciation and amortization margins, our measure of segment profitability), and similar long-term financial models;
•The nature of the services offered by each operating segment is similar: all the services leverage technology and an asset-light infrastructure to arrange for the transportation of customer goods by qualified independent carriers;
•The operating segments all operate within the transportation industry and in primarily the same geography (North America);
•All operating segments provide business-to-business services, with no segment transacting directly with the end-user customer;
•Each operating segment’s customer base spans diversified industry verticals that overlap with other operating segments and have a common salesforce engaged in significant cross-selling activities; and
•All operating segments conduct business in a similar regulatory environment applicable to the transportation industry, including regulation and licensing by various governmental agencies; most notably, the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation.
All of our operating segments can be expected to have similar future prospects as they have similar economic attributes. The causes for fluctuations in operating and financial performance are generally the same among the operating segments and include such factors as: (i) changes in overall demand for outsourced freight transportation services, (ii) changes in prices charged by third-party carriers, (iii) decisions by customers to develop or expand internal transportation capabilities, and (iv) macroeconomic impacts on supply chains for materials, parts and finished goods.
Goodwill
Goodwill
We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. We have six reporting units.
The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the entity considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the entity's stock price and market capitalization of the entity and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses a combination of the income approach and a market-based approach to determine the reporting units’ fair values. Under the income approach, the determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry.
For our 2023 goodwill assessment, we performed a quantitative analysis for our reporting units using a combination of the income and market approaches. As of November 30, 2023 we completed our annual impairment tests for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill.
Intangible Assets and Long-lived Assets
Intangible Assets and Long-lived Assets
We review intangible assets and long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. Our intangible assets subject to amortization consist of customer relationships. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for customer relationships is 4 to 16 years.
Insurance
Insurance
We participate in a combination of self-insurance programs and purchased insurance that are managed to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. Insurance coverage levels are adjusted annually based on risk tolerance and premium expense.
Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering retention levels, historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim. Changes in these assumptions can impact actual costs paid to settle the claims and those amounts may be different than estimates. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. At December 31, 2023 and 2022, our insurance liabilities amounted to $62 million and $60 million, respectively, and were included in Accrued expenses and Other long-term liabilities on our Consolidated Balance Sheets.
Income Taxes
Income Taxes
We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense.
Up until the date of the Separation, the operations of the Company were included in the consolidated U.S. federal, certain state, local and foreign income tax returns filed by XPO, where applicable. Income tax expense and other income tax related information contained in the consolidated financial statements up until the date of the Separation were presented on a separate return basis as if the Company had filed its own tax returns. As a result, actual tax transactions included in the consolidated financial statements of XPO may not be included in our consolidated financial statements. Similarly, the tax treatment of certain items reflected in our consolidated financial statements may not be reflected in the consolidated financial statements and tax returns of XPO. Up until the date of the Separation, the income taxes of the Company as presented in the consolidated financial statements may not have been indicative of the income taxes that the Company will incur post-Separation.
Foreign Currency Translation and Transactions
Foreign Currency Translation and Transactions
The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income (loss) (“AOCI”) on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented.
We convert foreign currency transactions recognized on our Consolidated Statements of Operations to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other expense in our Consolidated Statements of Operations and were not material for any of the periods presented.
Stock-Based Compensation
Stock-Based Compensation
We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, the Company establishes the fair value based on the market price on the date of the grant. The Company recognizes the grant date fair value of equity awards as compensation cost over the requisite service period. The Company accounts for forfeitures as they occur.
Reclassifications
Reclassifications
Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.
Adoption of New Accounting Standards and Accounting Pronouncement Issued but Not Yet Effective
Adoption of New Accounting Standard
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The ASU increases the transparency surrounding supplier finance programs by requiring the buyer to disclose information on an annual basis about the key terms of the program, the outstanding obligation amounts as of the end of the period, a roll-forward of such amounts, and the balance sheet presentation of the related amounts. Additionally, the obligation amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for fiscal years beginning after December 15, 2022 except for the requirement to disclose the roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted this standard on January 1, 2023, on a prospective basis. The adoption did not have an impact on our financial statement disclosures.
Accounting Pronouncements Issued but Not Yet Effective
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) - Common Control Arrangements.” The amendments in this update improve current GAAP by clarifying the accounting treatment for leasehold improvements associated with common control leases in order to create uniformity in practice. The ASU seeks to provide guidance to more accurately match the amortization expense of leasehold improvements under common control arrangements with the useful life of the improvements to the consolidated entity as a whole. The amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of the ASU are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
In December 2023, the FASB issued 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosure.” The ASU seeks to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of the new guidance.
v3.24.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value, Liabilities Measured on Recurring Basis
The fair value of our debt and classification in the fair value hierarchy is as follows:
(In millions)LevelDecember 31, 2023December 31, 2022
Revolver3$5 $— 
Term Loan2— 95 
7.50% Notes due 20271366 358 
v3.24.0.1
Basis of Presentation and Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Roll-forward of the Allowance for Credit Loss
The roll-forward of the allowance for credit losses is as follows:
Years Ended December 31,
(In millions)202320222021
Beginning balance$13 $9 $10 
Provision charged to expense5 11 6 
Write-offs, less recoveries, and other adjustments(6)(7)(7)
Ending balance$12 $13 $9 
Property, Plant and Equipment
We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:
ClassificationEstimated Useful Life
Buildings and leasehold improvements
Term of lease to 39 years
Vehicles, tractors and trailers
3 to 14 years
Machinery and equipment
3 to 10 years
Computer software and equipment
3 to 7 years
The following table summarizes our property and equipment:
December 31,
(In millions)20232022
Property and equipment
Buildings and leasehold improvements$33 $23 
Vehicles, tractors and trailers24 23 
Machinery and equipment41 36 
Computer software and equipment319 278 
Total property and equipment, gross417 360 
Less: accumulated depreciation(293)(241)
Total property and equipment, net$124 $119 
Net book value of capitalized internally-developed software included in property and equipment, net$63 $62 
Schedule of Accrued Liabilities
The components of accrued expenses are as follows:
December 31,
(In millions)20232022
Accrued transportation and facility charges$86 $120 
Accrued salaries and wages41 59 
Accrued insurance23 24 
Other accrued expenses49 53 
Total accrued expenses$199 $256 
v3.24.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
Our revenue disaggregated by service offering is as follows:
Years Ended December 31,
(In millions)202320222021
Truck brokerage$2,358 $2,929 $2,749 
Last mile1,014 1,061 1,016 
Managed transportation439 523 603 
Freight forwarding251 422 434 
Eliminations(135)(139)(113)
Total$3,927 $4,796 $4,689 
Our revenue disaggregated by industry sector is as follows:
Years Ended December 31,
(In millions)202320222021
Retail/e-commerce$1,533 $1,799 $1,771 
Industrial/manufacturing743 817 778 
Food and beverage438 530 585 
Automotive411 390 308 
Logistics and transportation197 338 331 
Other605 922 916 
Total$3,927 $4,796 $4,689 
v3.24.0.1
Restructuring Charges (Tables)
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Reserve by Type of Cost
The following is a rollforward of the Company’s restructuring liability, which is included in Accrued expenses in the Consolidated Balance Sheets:
Year Ended December 31, 2023
(In millions)Reserve Balance
as of
December 31, 2022		Charges IncurredPaymentsOtherReserve Balance
as of
December 31, 2023
Severance$2 $12 $(10)$— $4 
Facilities1 4 (3)— 2 
Total$3 $16 $(13)$— $6 
Year Ended December 31, 2022
(In millions)Reserve Balance
as of
December 31, 2021		Charges IncurredPaymentsOtherReserve Balance
as of
December 31, 2022
Severance$— $10 $(2)$(6)$2 
Facilities2 2 (3)— 1 
Contract termination— 1 (1)— — 
Total$2 $13 $(6)$(6)$3 
v3.24.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows:
ClassificationEstimated Useful Life
Buildings and leasehold improvements
Term of lease to 39 years
Vehicles, tractors and trailers
3 to 14 years
Machinery and equipment
3 to 10 years
Computer software and equipment
3 to 7 years
The following table summarizes our property and equipment:
December 31,
(In millions)20232022
Property and equipment
Buildings and leasehold improvements$33 $23 
Vehicles, tractors and trailers24 23 
Machinery and equipment41 36 
Computer software and equipment319 278 
Total property and equipment, gross417 360 
Less: accumulated depreciation(293)(241)
Total property and equipment, net$124 $119 
Net book value of capitalized internally-developed software included in property and equipment, net$63 $62 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Assets And Liabilities, Lessee
The following amounts are recorded in the Consolidated Balance Sheets related to leases:
December 31,
(In millions)20232022
Operating leases:
Operating lease assets$195 $159 
Short-term operating lease liabilities$53 $48 
Long-term operating lease liabilities146 114 
Total operating lease liabilities$199 $162 
Finance leases:
Property and equipment, gross$9 $7 
Accumulated depreciation(4)(2)
Property and equipment, net$5 $5 
Current portion of obligations under finance leases$2 $2 
Long-term portion of obligations under finance leases4 4 
Total finance lease liabilities$6 $6 
Supplemental Weighted Average Information for Leases
Supplemental weighted-average information for leases is as follows:
December 31,
20232022
Weighted-average remaining lease term (years)
Operating leases4.24.1
Finance leases3.24.3
Weighted-average discount rate
Operating leases5.2 %4.7 %
Finance leases5.7 %6.1 %
Lease, Cost
The components of our lease expense are as follows:
Years Ended December 31,
(In millions)202320222021
Operating lease cost$59 $51 $46 
Short-term lease cost15 10 8 
Variable lease cost15 14 12 
Total operating lease cost$89 $75 $66 
Finance lease cost:
Amortization of leased assets$2 $1 $— 
Interest on lease liabilities1 — — 
Total finance lease cost$3 $1 $— 
Total lease cost$92 $76 $66 
Schedule of Cash Flow, Supplemental Disclosures
Supplemental cash flow information related to leases is as follows:
Years Ended December 31,
(In millions)202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$57 $49 $41 
Financing cash flows for finance leases2 1 — 
Leased assets obtained in exchange for new lease obligations:
Operating leases100 57 55 
Finance leases2 7 — 
Finance Lease, Liability, Fiscal Year Maturity
Future minimum lease payments as of December 31, 2023 are as follows:
(In millions)Finance LeasesOperating Leases
2024$2 $62 
20252 54 
20262 41 
20271 31 
2028— 20 
Thereafter— 15 
Total lease payments7 223 
Less: interest(1)(24)
Present value of lease liabilities$6 $199 
Lessee, Operating Lease, Liability, Maturity
Future minimum lease payments as of December 31, 2023 are as follows:
(In millions)Finance LeasesOperating Leases
2024$2 $62 
20252 54 
20262 41 
20271 31 
2028— 20 
Thereafter— 15 
Total lease payments7 223 
Less: interest(1)(24)
Present value of lease liabilities$6 $199 
v3.24.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future amortization expense for amortizable intangible assets for the next five years and thereafter is as follows:
(In millions)20242025202620272028Thereafter
Estimated amortization expense$12 $12 $12 $11 $8 $13 
v3.24.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments
The following table summarizes the principal balance and carrying value of our debt:
December 31, 2023December 31, 2022
(In millions)Principal BalanceCarrying ValuePrincipal BalanceCarrying Value
Revolver$5 $5 $— $— 
Term Loan— — 100 100 
7.50% Notes due 2027 (1)
355 347 355 346 
Finance leases, asset financing and other7 7 9 9 
Total debt and obligations under finance leases367 359 464 455 
Less: Current maturities of long-term debt3 3 4 4 
Total long-term debt and obligations under finance leases$364 $356 $460 $451 
(1)The carrying value of the 7.50% Notes due 2027 is presented net of unamortized debt issuance cost and discount of $8 million and $9 million as of December 31, 2023 and December 31, 2022, respectively.
Contractual Obligation, Fiscal Year Maturity
Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter is as follows:
(In millions)20242025202620272028Thereafter
Principal payments on debt$1 $— $— $360 $— $— 
v3.24.0.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount
Our stock-based compensation expense is recorded in Sales, general and administrative expense on our Consolidated Statements of Operations:
Years Ended December 31,
(In millions)202320222021
Restricted stock and restricted stock units$14 $9 $6 
Performance-based restricted stock units5 23 2 
Total stock-based compensation expense$19 $32 $8 
Tax benefit on stock-based compensation$4 $8 $1 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
Income before taxes related to our U.S. and foreign operations is as follows:
Years Ended December 31,
(In millions)202320222021
U.S.$(2)$88 $169 
Foreign6 31 22 
Income before income taxes$4 $119 $191 
Schedule of Components of Income Tax Expense (Benefit)
The components of the income tax provision (benefit) consist of the following:
Years Ended December 31,
(In millions)202320222021
Current:
U.S. Federal$4 $33 $30 
State3 5 6 
Foreign1 9 2 
Total current income tax provision8 47 38 
Deferred:
U.S. Federal(8)(17)4 
State(1)(3)(1)
Foreign1 — — 
Total deferred income tax provision (benefit)(8)(20)3 
Total income tax provision$— $27 $41 
Schedule of Effective Income Tax Rate Reconciliation
The reconciliation of the statutory federal income tax rate to the effective income tax rate consists of the following:
Years Ended December 31,
202320222021
U.S. federal statutory tax rate21.0 %21.0 %21.0 %
State taxes, net of U.S. federal benefit42.4 3.0 2.6 
Non-deductible expenses81.6 1.5 — 
Foreign rate differential17.1 1.5 0.6 
Foreign operations (1)
32.2 (0.8)0.4 
Provision to return and deferred tax adjustments4.5 (2.4)(0.1)
Changes in uncertain tax positions(55.5)(0.4)(2.4)
Other(156.3)(0.8)(0.7)
Effective tax rate(13.0)%22.6 %21.4 %
(1)    Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, and permanent items related to foreign operations.
Schedule of Deferred Tax Assets and Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows:
December 31,
(In millions)20232022
Deferred tax asset
Net operating loss and other tax attribute carryforwards$7 $3 
Accrued expenses13 16 
Other11 12 
Total deferred tax asset31 31 
Valuation allowance(1)(1)
Total deferred tax asset, net30 30 
Deferred tax liability
Intangible assets(28)(26)
Property and equipment(6)(16)
Other(1)(1)
Total deferred tax liability(35)(43)
Net deferred tax liability$(5)$(13)
The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows:
December 31,
(In millions)20232022
Other long-term assets$2 $3 
Deferred tax liability(7)(16)
Net deferred tax liability$(5)$(13)
Summary of Tax Credit Carryforwards
Our operating loss and tax credit carryforwards are as follows:
December 31,
(In millions)Expiration Date20232022
Federal net operating losses for all U.S. operations$— $4 
Tax effect (before federal benefit) of state net operating losses
Various times starting in 2024 (1)
1 1 
Foreign net operating losses available to offset future taxable income
Various times starting in 2028 (1)
20 5 
State tax credit carryforwardsVarious times starting in 20261 — 
(1)    Some losses have unlimited carryforward periods.
Summary of Operating Loss Carryforwards
Our operating loss and tax credit carryforwards are as follows:
December 31,
(In millions)Expiration Date20232022
Federal net operating losses for all U.S. operations$— $4 
Tax effect (before federal benefit) of state net operating losses
Various times starting in 2024 (1)
1 1 
Foreign net operating losses available to offset future taxable income
Various times starting in 2028 (1)
20 5 
State tax credit carryforwardsVarious times starting in 20261 — 
(1)    Some losses have unlimited carryforward periods.
Summary of Valuation Allowance
The balances and activity related to our valuation allowance are as follows:
(In millions)Beginning BalanceAdditionsReductionsEnding Balance
Year Ended December 31, 2023
$1 $— $— $1 
Year Ended December 31, 2022
1 — — 1 
Year Ended December 31, 2021
2 — (1)1 
Schedule of Unrecognized Tax Benefits Roll Forward
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
(In millions)202320222021
Beginning balance$— $1 $4 
Reductions due to the statute of limitations— (1)(3)
Ending balance$— $— $1 
Interest and penalties— 2 2 
Gross unrecognized tax benefits$— $2 $3 
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year$— $— $1 
v3.24.0.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The computations of basic and diluted earnings per share are as follows:
Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)202320222021
Net income$4 $92 $150 
Basic weighted-average common shares116,871 115,335 115,163 
Dilutive effect of stock-based awards2,585 456 — 
Diluted weighted-average common shares119,456 115,791 115,163 
Basic earnings per share$0.03 $0.80 $1.30 
Diluted earnings per share$0.03 $0.79 $1.30 
Antidilutive shares excluded from diluted weighted-average common shares
396 1,095 — 
v3.24.0.1
Related Party (Tables)
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Costs included in our Consolidated Statements of Operations for our allocated share of XPO’s corporate overhead are as follows:
Years Ended December 31,
(In millions)20222021
Sales, general and administrative expense$50 $60 
Depreciation and amortization expense9 9 
Transaction and integration costs46 2 
Restructuring costs7 1 
Total$112 $72 
Transactions with XPO and its non-RXO Subsidiaries
Revenue and costs generated from related parties are as follows:
Years Ended December 31,
(In millions)20222021
Revenue$109 $181 
Costs$52 $79 
v3.24.0.1
Stockholders’ Equity (Details) - 2023 Share Repurchase Program - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
May 02, 2023
Class of Stock [Line Items]      
Stock repurchase program, authorized amount     $ 125
Treasury stock, shares, acquired (in shares) 0 100,000  
Treasury stock, value, acquired   $ 2  
Shares acquired, average cost per share (in dollars per share)   $ 20.53  
Stock repurchase program, remaining authorized repurchase amount $ 123 $ 123  
v3.24.0.1
Fair Value Measurements (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Revolver | Fair Value, Inputs, Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt instrument, fair value $ 5 $ 0
Term Loan | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt instrument, fair value 0 95
7.50% Notes due 2027 | Fair Value, Inputs, Level 1 | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt instrument, fair value $ 366 $ 358
v3.24.0.1
Organization (Details)
 12 Months Ended
Dec. 31, 2023
reportingSegment
shares
Nov. 01, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Number of reportable segments | reportingSegment 1  
Distribution of outstanding common stock, percentage   1
Shares of common stock per share of parent's stock | shares 1  
v3.24.0.1
Basis of Presentation and Significant Accounting Policies - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
reporting_unit
reportingSegment
Dec. 31, 2022
USD ($)
Finite-Lived Intangible Assets [Line Items]    
Proceeds from factoring receivables $ 36,000,000  
Number of reportable segments | reportingSegment 1  
Number of reporting units | reporting_unit 6  
Goodwill, impairment loss $ 0  
Insurance liabilities $ 62,000,000 $ 60,000,000
Customer Relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life 16 years  
Customer Relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life 4 years  
v3.24.0.1
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning balance $ 13 $ 9 $ 10
Provision charged to expense 5 11 6
Write-offs, less recoveries, and other adjustments (6) (7) (7)
Ending balance $ 12 $ 13 $ 9
v3.24.0.1
Basis of Presentation and Significant Accounting Policies - Property, Plant and Equipment Useful Life (Details)
Dec. 31, 2023
Buildings and leasehold improvements  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 39 years
Vehicles, tractors and trailers | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 3 years
Vehicles, tractors and trailers | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 14 years
Machinery and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 3 years
Machinery and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 10 years
Computer software and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 3 years
Computer software and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 7 years
v3.24.0.1
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Accrued transportation and facility charges $ 86 $ 120
Accrued salaries and wages 41 59
Accrued insurance 23 24
Other accrued expenses 49 53
Accrued expenses $ 199 $ 256
v3.24.0.1
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Amount of remaining performance obligation $ 71    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01      
Disaggregation of Revenue [Line Items]      
Percentage of remaining performance obligation 99.00%    
Remaining performance obligation period 3 years    
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Non-US      
Disaggregation of Revenue [Line Items]      
Percentage of revenue generated outside the U.S. 7.00% 9.00% 9.00%
v3.24.0.1
Revenue Recognition - Disaggregation of Revenue by Service (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenue $ 3,927 $ 4,796 $ 4,689
Truck brokerage      
Disaggregation of Revenue [Line Items]      
Revenue 2,358 2,929 2,749
Last mile      
Disaggregation of Revenue [Line Items]      
Revenue 1,014 1,061 1,016
Managed transportation      
Disaggregation of Revenue [Line Items]      
Revenue 439 523 603
Freight forwarding      
Disaggregation of Revenue [Line Items]      
Revenue 251 422 434
Eliminations      
Disaggregation of Revenue [Line Items]      
Revenue $ (135) $ (139) $ (113)
v3.24.0.1
Revenue Recognition - Disaggregation of Revenue by Industry Sector (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenue $ 3,927 $ 4,796 $ 4,689
Retail/e-commerce      
Disaggregation of Revenue [Line Items]      
Revenue 1,533 1,799 1,771
Food and beverage      
Disaggregation of Revenue [Line Items]      
Revenue 438 530 585
Industrial/manufacturing      
Disaggregation of Revenue [Line Items]      
Revenue 743 817 778
Logistics and transportation      
Disaggregation of Revenue [Line Items]      
Revenue 197 338 331
Automotive      
Disaggregation of Revenue [Line Items]      
Revenue 411 390 308
Other      
Disaggregation of Revenue [Line Items]      
Revenue $ 605 $ 922 $ 916
v3.24.0.1
Restructuring Charges - Schedule of Restructuring Activity (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance $ 3 $ 2
Charges Incurred 16 13
Payments (13) (6)
Other 0 (6)
Restructuring reserve, ending balance 6 3
Severance    
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance 2 0
Charges Incurred 12 10
Payments (10) (2)
Other 0 (6)
Restructuring reserve, ending balance 4 2
Facilities    
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance 1 2
Charges Incurred 4 2
Payments (3) (3)
Other 0 0
Restructuring reserve, ending balance 2 1
Contract termination    
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance $ 0 0
Charges Incurred   1
Payments   (1)
Other   0
Restructuring reserve, ending balance   $ 0
v3.24.0.1
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment $ 417 $ 360
Less: accumulated depreciation (293) (241)
Total property and equipment, net 124 119
Net book value of capitalized internally-developed software included in property and equipment, net 63 62
Buildings and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 33 23
Vehicles, tractors and trailers    
Property, Plant and Equipment [Line Items]    
Property and equipment 24 23
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment 41 36
Computer software and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 319 $ 278
v3.24.0.1
Property and Equipment - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]      
Depreciation and amortization expense $ 67 $ 86 $ 81
Property, Equipment, & Computer Software      
Property, Plant and Equipment [Line Items]      
Depreciation and amortization expense $ 55 $ 65 $ 58
v3.24.0.1
Leases - Schedule of Balance Sheet Information for Operating and Financing Leases (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease assets $ 195 $ 159
Short-term operating lease liabilities 53 48
Long-term operating lease liabilities 146 114
Total operating lease liabilities 199 162
Property and equipment, gross 9 7
Accumulated depreciation (4) (2)
Property and equipment, net $ 5 $ 5
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Current maturities of long-term debt Current maturities of long-term debt
Current portion of obligations under finance leases $ 2 $ 2
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Long-term debt and obligations under finance leases - carrying value Long-term debt and obligations under finance leases - carrying value
Long-term portion of obligations under finance leases $ 4 $ 4
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Current maturities of long-term debt, Long-term debt and obligations under finance leases - carrying value Current maturities of long-term debt, Long-term debt and obligations under finance leases - carrying value
Total finance lease liabilities $ 6 $ 6
v3.24.0.1
Leases - Supplemental Weighted Average Information for Leases (Details)
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease, weighted average remaining lease term (in years) 4 years 2 months 12 days 4 years 1 month 6 days
Finance lease, weighted average remaining lease term (in years) 3 years 2 months 12 days 4 years 3 months 18 days
Operating lease, weighted average discount rate, percent 5.20% 4.70%
Finance lease, weighted average discount rate, percent 5.70% 6.10%
v3.24.0.1
Leases - Lease Cost (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]      
Operating lease cost $ 59 $ 51 $ 46
Short-term lease cost 15 10 8
Variable lease cost 15 14 12
Total operating lease cost 89 75 66
Amortization of leased assets 2 1 0
Interest on lease liabilities 1 0 0
Total finance lease cost 3 1 0
Total lease cost $ 92 $ 76 $ 66
v3.24.0.1
Leases - Schedule of Cash Flow, Supplemental Disclosure for Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases $ 57 $ 49 $ 41
Financing cash flows for finance leases 2 1 0
Leased assets obtained in exchange for new lease obligations:      
Leased assets obtained in exchange for new operating lease liabilities 100 57 55
Leased assets obtained in exchange for new finance lease liabilities $ 2 $ 7 $ 0
v3.24.0.1
Leases - Lease Maturity (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Finance Leases    
2024 $ 2  
2025 2  
2026 2  
2027 1  
2028 0  
Thereafter 0  
Total lease payments 7  
Less: interest (1)  
Total finance lease liabilities 6 $ 6
Operating Leases    
2024 62  
2025 54  
2026 41  
2027 31  
2028 20  
Thereafter 15  
Total lease payments 223  
Less: interest (24)  
Total operating lease liabilities $ 199 $ 162
v3.24.0.1
Leases - Narrative (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Lessee, Lease, Description [Line Items]  
Leases not yet commenced, future undiscounted lease payment $ 12
Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract (in years) 7 years
Minimum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract (in years) 3 years
v3.24.0.1
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 $ 12
2025 12
2026 12
2027 11
2028 8
Thereafter $ 13
v3.24.0.1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill, impaired, accumulated impairment loss $ 0    
Intangible asset, fully amortized, amount at retirement 1,000,000    
Amortization of intangible assets $ 13,000,000 $ 21,000,000 $ 24,000,000
v3.24.0.1
Debt - Schedule of Carrying Values of Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Debt instrument, face amount $ 367 $ 464
Total debt and obligations under finance leases, principal balance 359 455
Current maturities of long-term debt 3 4
Total long-term debt and obligations under finance leases - principal balance 364 460
Long-term debt and obligations under finance leases - carrying value 356 451
Revolver    
Debt Instrument [Line Items]    
Debt instrument, face amount 5 0
Total debt and obligations under finance leases, principal balance 5 0
Term Loan    
Debt Instrument [Line Items]    
Debt instrument, face amount 0 100
Total debt and obligations under finance leases, principal balance 0 100
7.50% Notes due 2027    
Debt Instrument [Line Items]    
Debt instrument, face amount 355 355
Total debt and obligations under finance leases, principal balance 347 346
Unamortized discount (premium) and debt issuance costs, net 8 9
Finance leases, asset financing and other    
Debt Instrument [Line Items]    
Debt instrument, face amount 7 9
Total debt and obligations under finance leases, principal balance $ 7 $ 9
v3.24.0.1
Debt - Contractual Obligations, Fiscal year Maturity (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 1
2025 0
2026 0
2027 360
2028 0
Thereafter $ 0
v3.24.0.1
Debt - Narrative (Details)
 1 Months Ended 12 Months Ended
Oct. 18, 2022
USD ($)
Oct. 31, 2022
Dec. 31, 2023
USD ($)
Nov. 02, 2023
USD ($)
Dec. 31, 2022
USD ($)
Oct. 25, 2022
USD ($)
Debt Instrument [Line Items]            
Debt instrument, face amount     $ 367,000,000   $ 464,000,000  
Unsecured Multicurrency Revolving Credit Agreement | Line of Credit | Revolver            
Debt Instrument [Line Items]            
Debt instrument, term 5 years          
Line of credit facility, maximum borrowing capacity $ 500,000,000     $ 600,000,000    
Line of credit, amount outstanding     $ 5,000,000      
Line of credit facility, interest rate at period end     6.82%      
Unsecured Multicurrency Revolving Credit Agreement | Line of Credit | Letter of Credit            
Debt Instrument [Line Items]            
Line of credit facility, maximum borrowing capacity $ 50,000,000          
Unsecured Term Loan Facility Due 2027 | Line of Credit | Unsecured Debt            
Debt Instrument [Line Items]            
Debt instrument, term 5 years          
Debt instrument, face amount $ 100,000,000          
7.50% Notes due 2027            
Debt Instrument [Line Items]            
Debt instrument, face amount     $ 355,000,000   $ 355,000,000  
7.50% Notes due 2027 | Senior Notes            
Debt Instrument [Line Items]            
Debt instrument, interest rate, effective percentage     8.13%      
Debt instrument, face amount           $ 355,000,000
Debt instrument, interest rate, stated percentage           7.50%
Debt instrument, issuance discount, percentage   0.98962        
7.50% Notes due 2027 | Senior Notes | Debt Instrument, Redemption, Period One            
Debt Instrument [Line Items]            
Redemption price, percentage of principal amount redeemed     107.50%      
Redemption price, percentage     40.00%      
7.50% Notes due 2027 | Senior Notes | Debt Instrument, Redemption, Period Two            
Debt Instrument [Line Items]            
Redemption price, percentage of principal amount redeemed     100.00%      
7.50% Notes due 2027 | Senior Notes | Debt Instrument, Redemption, Period Three            
Debt Instrument [Line Items]            
Redemption price, percentage of principal amount redeemed     103.75%      
Redemption period (in months)     12 months      
7.50% Notes due 2027 | Senior Notes | Debt Instrument, Redemption, Period Four            
Debt Instrument [Line Items]            
Redemption price, percentage of principal amount redeemed     101.875%      
Redemption period (in months)     12 months      
7.50% Notes due 2027 | Senior Notes | Debt Instrument, Redemption, Period Five            
Debt Instrument [Line Items]            
Redemption price, percentage of principal amount redeemed     100.00%      
v3.24.0.1
Employee Benefit Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]      
Employer matching contribution, percent of match 4.00%    
Defined contribution plan, cost $ 9 $ 8 $ 7
v3.24.0.1
Stock-Based Compensation - Narrative (Details) - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 25, 2022
Shares Held By Non-RXO Employees        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Non-vested shares outstanding (in shares) 1,700 2,800    
RSUs & PRSUs Held by One RXO Employee        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Non-vested shares outstanding (in shares) 12 43    
RSUs & PRSUs        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Fair value of shares vested in period $ 13 $ 18 $ 5  
Nonvested award, cost not yet recognized $ 32      
Nonvested award, cost not yet recognized, period for recognition (in years) 1 year 8 months 15 days      
2022 Omnibus Incentive Plan        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of shares authorized (in shares)       13,900
Number of shares available for grant (in shares) 6,900      
v3.24.0.1
Stock-Based Compensation - Compensation Expense and Tax Benefit (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 19 $ 32 $ 8
Tax benefit on stock-based compensation 4 8 1
Restricted stock and restricted stock units      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 14 9 6
Performance-based restricted stock units      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 5 $ 23 $ 2
v3.24.0.1
Stock-Based Compensation - RSU and PRSU Activity (Details)
 12 Months Ended
Dec. 31, 2023
$ / shares
shares
RSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]  
Outstanding, beginning balance (in shares) | shares 1,005,171
Granted (in shares) | shares 1,200,161
Vested (in shares) | shares (410,646)
Forfeited and canceled (in shares) | shares (120,098)
Outstanding, ending balance (in shares) | shares 1,674,588
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]  
Outstanding, beginning balance (in dollars per share) | $ / shares $ 21.68
Granted (in dollars per share) | $ / shares 20.62
Vested (in dollars per share) | $ / shares 20.85
Forfeited and canceled (in dollars per share) | $ / shares 22.68
Outstanding, ending balance (in dollars per share) | $ / shares $ 21.06
PRSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]  
Outstanding, beginning balance (in shares) | shares 896,631
Granted (in shares) | shares 62,605
Vested (in shares) | shares (229,934)
Forfeited and canceled (in shares) | shares (29,014)
Outstanding, ending balance (in shares) | shares 700,288
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]  
Outstanding, beginning balance (in dollars per share) | $ / shares $ 19.68
Granted (in dollars per share) | $ / shares 19.08
Vested (in dollars per share) | $ / shares 22.16
Forfeited and canceled (in dollars per share) | $ / shares 21.17
Outstanding, ending balance (in dollars per share) | $ / shares $ 18.74
v3.24.0.1
Income Taxes - Income before Taxes Related to U.S. and Foreign Operations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
U.S. $ (2) $ 88 $ 169
Foreign 6 31 22
Income before income taxes $ 4 $ 119 $ 191
v3.24.0.1
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
U.S. Federal $ 4 $ 33 $ 30
State 3 5 6
Foreign 1 9 2
Total current income tax provision 8 47 38
Deferred:      
U.S. Federal (8) (17) 4
State (1) (3) (1)
Foreign 1 0 0
Total deferred income tax provision (benefit) (8) (20) 3
Income tax provision $ 0 $ 27 $ 41
v3.24.0.1
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
U.S. federal statutory tax rate 21.00% 21.00% 21.00%
State taxes, net of U.S. federal benefit 42.40% 3.00% 2.60%
Non-deductible expenses 81.60% 1.50% 0.00%
Foreign rate differential 17.10% 1.50% 0.60%
Foreign operations 32.20% (0.80%) 0.40%
Provision to return and deferred tax adjustments 4.50% (2.40%) (0.10%)
Changes in uncertain tax positions (55.50%) (0.40%) (2.40%)
Other (156.30%) (0.80%) (0.70%)
Effective tax rate (13.00%) 22.60% 21.40%
v3.24.0.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Deferred tax asset    
Net operating loss and other tax attribute carryforwards $ 7 $ 3
Accrued expenses 13 16
Other 11 12
Total deferred tax asset 31 31
Valuation allowance (1) (1)
Total deferred tax asset, net 30 30
Deferred tax liability    
Intangible assets (28) (26)
Property and equipment (6) (16)
Other (1) (1)
Total deferred tax liability (35) (43)
Net deferred tax liability $ (5) $ (13)
v3.24.0.1
Income Taxes - Schedule of Deferred Tax Assets/Liabilities as Reflected on the Balance Sheet (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Other long-term assets $ 2 $ 3
Deferred tax liability (7) (16)
Net deferred tax liability $ (5) $ (13)
v3.24.0.1
Income Taxes - Summary of Tax Credit Carryforwards (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Domestic Tax Authority    
Tax Credit Carryforward [Line Items]    
Operating loss carryforwards $ 0 $ 4
State and Local Jurisdiction    
Tax Credit Carryforward [Line Items]    
Tax effect of net operating losses 1 1
Tax credit carryforwards 1 0
Foreign Tax Authority    
Tax Credit Carryforward [Line Items]    
Operating loss carryforwards $ 20 $ 5
v3.24.0.1
Income Taxes - Summary of Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Beginning Balance $ 1 $ 1 $ 2
Additions 0 0 0
Reductions 0 0 (1)
Ending Balance $ 1 $ 1 $ 1
v3.24.0.1
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning balance $ 0 $ 1 $ 4
Reductions due to the statute of limitations 0 (1) (3)
Ending balance 0 0 1
Interest and penalties 0 2 2
Gross unrecognized tax benefits 0 2 3
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year $ 0 $ 0 $ 1
v3.24.0.1
Earnings Per Share - Narrative (Details) - shares
 12 Months Ended
Nov. 01, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Vested or forfeited (in shares)   1,100,000 500,000  
Antidilutive securities excluded from computation of earnings per share, amount   396,000 1,095,000 0
RSUs & PRSUs Held by XPO Employees And To Be Settled In RXO Stock        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Granted (in shares) 3,300,000      
RSUs Held by XPO Employees And To Be Settled In RXO Stock        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Granted (in shares) 2,400,000      
PRSUs Held by XPO Employees And To Be Settled In RXO Stock        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Granted (in shares) 900,000      
Common Stock        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Shares of RXO common stock, outstanding 115,162,555      
v3.24.0.1
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share [Abstract]      
Net income, basic $ 4 $ 92 $ 150
Net income, diluted $ 4 $ 92 $ 150
Basic weighted-average common shares (in shares) 116,871,000 115,335,000 115,163,000
Dilutive effect of stock-based awards (in shares) 2,585,000 456,000 0
Diluted weighted-average common shares (in shares) 119,456,000 115,791,000 115,163,000
Basic earnings per share (in dollars per share) $ 0.03 $ 0.80 $ 1.30
Diluted earnings per share (in dollars per share) $ 0.03 $ 0.79 $ 1.30
Antidilutive securities excluded from computation of earnings per share, amount 396,000 1,095,000 0
v3.24.0.1
Related Party - Schedule of Allocated Corporate Overhead (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Related Party Transaction [Line Items]      
Sales, general and administrative expense $ 591 $ 640 $ 539
Depreciation and amortization expense 67 86 81
Transaction and integration costs 12 84 2
Restructuring costs $ 16 13 2
Related Party      
Related Party Transaction [Line Items]      
Sales, general and administrative expense   50 60
Depreciation and amortization expense   9 9
Transaction and integration costs   46 2
Restructuring costs   7 1
Operating Expenses   $ 112 $ 72
v3.24.0.1
Related Party - Schedule of Revenue and Expenses From Related Party (Details) - Related Party - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Related Party Transaction [Line Items]    
Revenue $ 109 $ 181
Costs $ 52 $ 79