RXO (RXO) 10-Q 2 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		116,982,388
Entity Central Index Key	0001929561
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 124	$ 98
Accounts receivable, net of allowances of $10 and $13, respectively	743	900
Other current assets	49	31
Total current assets	916	1,029
Property and equipment, net of $270 and $241 in accumulated depreciation, respectively	116	119
Operating lease assets	164	159
Goodwill	630	630
Identifiable intangible assets, net of $113 and $106 in accumulated amortization, respectively	73	79
Other long-term assets	13	15
Total long-term assets	996	1,002
Total assets	1,912	2,031
Current liabilities
Accounts payable	432	501
Accrued expenses	210	256
Current maturities of long-term debt	4	4
Short-term operating lease liabilities	48	48
Other current liabilities	5	14
Total current liabilities	699	823
Long-term debt and obligations under finance leases	451	451
Deferred tax liability	17	16
Long-term operating lease liabilities	118	114
Other long-term liabilities	38	40
Total long-term liabilities	624	621
Commitments and Contingencies (Note 9)
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common stock, $0.01 par value; 300,000 shares authorized; 116,954 and 116,400 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	1	1
Additional paid-in capital	587	588
Retained earnings	5	2
Accumulated other comprehensive loss	(4)	(4)
Total equity	589	587
Total liabilities and equity	$ 1,912	$ 2,031
Common stock, shares outstanding (in shares)	116,954,000	116,400,000
Common stock, shares issued (in shares)	116,954,000	116,400,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 10	$ 13
Accumulated depreciation	270	241
Finite-lived intangible assets, accumulated amortization	$ 113	$ 106
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	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	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	116,954,000	116,400,000
Common stock, shares outstanding (in shares)	116,954,000	116,400,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 963	$ 1,226	$ 1,973	$ 2,538
Cost of transportation and services (exclusive of depreciation and amortization)	723	904	1,482	1,925
Direct operating expense (exclusive of depreciation and amortization)	59	56	120	111
Sales, general and administrative expense	144	166	297	327
Depreciation and amortization expense	18	21	36	42
Transaction and integration costs	4	18	10	21
Restructuring costs	1	3	9	3
Operating income	14	58	19	109
Other income	0	(1)	0	(1)
Interest expense, net	8	0	16	0
Income before income taxes	6	59	3	110
Income tax provision	3	15	0	27
Net income	$ 3	$ 44	$ 3	$ 83
Earnings per share data
Earnings per share, basic (in dollars per share)	$ 0.03	$ 0.38	$ 0.03	$ 0.72
Earnings per share, diluted (in dollars per share)	$ 0.03	$ 0.38	$ 0.03	$ 0.72
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	116,894	115,163	116,748	115,163
Diluted weighted-average common shares outstanding (in shares)	119,457	115,163	119,414	115,163

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 3	$ 44	$ 3	$ 83
Other comprehensive loss, net of tax
Foreign currency translation loss, net of tax effect of $—, $—, $— and $—	0	(2)	0	0
Other comprehensive loss	0	(2)	0	0
Comprehensive income	$ 3	$ 42	$ 3	$ 83

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, tax, portion attributable to parent	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net income	$ 3	$ 83
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization expense	36	42
Stock compensation expense	11	6
Deferred tax expense (benefit)	2	(1)
Other	1	5
Changes in assets and liabilities
Accounts receivable	162	(102)
Other assets	(17)	11
Accounts payable	(73)	95
Accrued expenses and other liabilities	(59)	38
Net cash provided by operating activities	66	177
Investing activities
Payment for purchases of property and equipment	(28)	(24)
Net cash used in investing activities	(28)	(24)
Financing activities
Payment for tax withholdings related to vesting of stock compensation awards	(9)	0
Repurchase of common stock	(2)	0
Net transfers from XPO	0	30
Repayment of debt and finance leases	(1)	0
Other	(1)	0
Net cash (used in) provided by financing activities	(13)	30
Effect of exchange rates on cash, cash equivalents and restricted cash	1	0
Net increase in cash, cash equivalents and restricted cash	26	183
Cash, cash equivalents, and restricted cash, beginning of period	98	29
Cash, cash equivalents, and restricted cash, end of period	124	212
Supplemental disclosure of cash flow information:
Leased assets obtained in exchange for new operating lease liabilities	36	40
Cash paid for income taxes, net	$ 21	$ 3

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	XPO Investment
Beginning balance (in shares) at Dec. 31, 2021		0
Beginning balance at Dec. 31, 2021	$ 1,070,000	$ 0	$ 0	$ 0	$ (2,000)	$ 1,072,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	83,000					83,000
Other comprehensive loss	0
Stock compensation expense	6,000					6,000
Net transfers from XPO	40,000					40,000
Ending balance (in shares) at Jun. 30, 2022		0
Ending balance at Jun. 30, 2022	1,199,000	$ 0	0	0	(2,000)	1,201,000
Beginning balance (in shares) at Mar. 31, 2022		0
Beginning balance at Mar. 31, 2022	1,043,000	$ 0	0	0	0	1,043,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	44,000					44,000
Other comprehensive loss	(2,000)				(2,000)
Stock compensation expense	4,000					4,000
Net transfers from XPO	110,000					110,000
Ending balance (in shares) at Jun. 30, 2022		0
Ending balance at Jun. 30, 2022	$ 1,199,000	$ 0	0	0	(2,000)	$ 1,201,000
Beginning balance (in shares) at Dec. 31, 2022	116,400,000	116,400,000
Beginning balance at Dec. 31, 2022	$ 587,000	$ 1,000	588,000	2,000	(4,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3,000			3,000
Other comprehensive loss	0
Stock compensation expense	$ 11,000		11,000
Vesting of stock compensation awards (in shares)	654,000
Vesting of stock compensation awards	$ 0
Tax withholdings related to vesting of stock compensation awards	(10,000)		(10,000)
Repurchase of common stock (in shares)		(100,000)
Repurchase of common stock	$ (2,000)		(2,000)
Ending balance (in shares) at Jun. 30, 2023	116,954,000	116,954,000
Ending balance at Jun. 30, 2023	$ 589,000	$ 1,000	587,000	5,000	(4,000)
Beginning balance (in shares) at Mar. 31, 2023		116,853,000
Beginning balance at Mar. 31, 2023	585,000	$ 1,000	586,000	2,000	(4,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3,000			3,000
Other comprehensive loss	0
Stock compensation expense	$ 6,000		6,000
Vesting of stock compensation awards (in shares)	201,000
Vesting of stock compensation awards	$ 0
Tax withholdings related to vesting of stock compensation awards	(3,000)		(3,000)
Repurchase of common stock (in shares)		(100,000)
Repurchase of common stock	$ (2,000)		(2,000)
Ending balance (in shares) at Jun. 30, 2023	116,954,000	116,954,000
Ending balance at Jun. 30, 2023	$ 589,000	$ 1,000	$ 587,000	$ 5,000	$ (4,000)

Organization

Organization	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	OrganizationRXO, 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 condensed consolidated financial statements as one reportable segment.

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the 2022 Form 10-K. The Company’s condensed consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. In management’s opinion, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. On November 1, 2022, the Company completed the separation (the “Separation”) from XPO, Inc. (formerly known as XPO Logistics, Inc.) (“XPO”). 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. The Separation was completed under a Separation and Distribution Agreement and various other agreements that govern aspects of the Company’s relationship with XPO. On November 1, 2022, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. 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 combined financial statements for all periods presented prior to the Separation are now also referred to as “condensed consolidated financial statements,” and have been prepared in accordance with GAAP. 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 condensed consolidated financial statements may not reflect the results of operations, financial position and cash flows had the Company been a standalone entity during the prior periods presented. The majority of these allocated costs are recorded within Sales, general and administrative expense; Depreciation and amortization expense; and Transaction and integration costs in the Condensed 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 Condensed 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 condensed 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 Condensed Consolidated Statements of Cash Flows as a financing activity and in the Condensed 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 state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis. Significant Accounting Policies Our significant accounting policies are disclosed in Note 2 to the 2022 Form 10-K. There have been no material changes to the Company’s significant accounting policies as of June 30, 2023. Adoption of New Accounting Standards 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.

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 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% and 10% of our revenues were generated outside the U.S. (primarily in North America, excluding the U.S., and Asia) for the three months ended June 30, 2023 and 2022, respectively. Approximately 7% and 9% of our revenues were generated outside the U.S. (primarily in North America, excluding the U.S., and Asia) for the six months ended June 30, 2023 and 2022, respectively. Our revenue disaggregated by service offering is as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2023 2022 2023 2022 Truck brokerage $ 557 $ 755 $ 1,157 $ 1,579 Last mile 261 274 501 520 Managed transportation 112 133 229 272 Freight forwarding 64 100 144 239 Eliminations (31) (36) (58) (72) Total $ 963 $ 1,226 $ 1,973 $ 2,538 Our revenue disaggregated by industry sector is as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2023 2022 2023 2022 Retail/e-commerce $ 373 $ 451 $ 759 $ 932 Industrial/manufacturing 193 213 374 442 Food and beverage 107 155 212 305 Automotive 105 100 207 189 Logistics and transportation 42 67 94 154 Other 143 240 327 516 Total $ 963 $ 1,226 $ 1,973 $ 2,538 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 June 30, 2023, the fixed consideration component of our remaining performance obligation was approximately $136 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 changes in foreign currency exchange rates and contract revisions or terminations.

Restructuring Charges

Restructuring Charges	6 Months Ended
	Jun. 30, 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 roll-forward of the Company’s restructuring liability, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets: Six Months Ended June 30, 2023 (In millions) Reserve Balance Charges Incurred Payments Reserve Balance Severance $ 2 $ 9 $ (6) $ 5 Facilities 1 — (1) — Total $ 3 $ 9 $ (7) $ 5 We expect the majority of the cash outlays related to the remaining restructuring liability at June 30, 2023 to be complete within twelve months.

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt The following table summarizes the principal balance and carrying value of our debt: June 30, 2023 December 31, 2022 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value Term Loan $ 100 $ 100 $ 100 $ 100 7.50% Notes due 2027 (1) 355 347 355 346 Finance leases, asset financing and other 8 8 9 9 Total debt and obligations under finance leases 463 455 464 455 Less: Current maturities of long-term debt 4 4 4 4 Total long-term debt and obligations under finance leases $ 459 $ 451 $ 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 June 30, 2023 and December 31, 2022, respectively. 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 June 30, 2023, the Company was in compliance with the covenants of the Revolver. There were no amounts outstanding under the Revolver as of June 30, 2023 or December 31, 2022. Term Loan Credit Agreement On October 18, 2022, we entered into a five-year $100 million unsecured term loan facility (the “Term Loan”). The Term Loan bears interest at a fluctuating rate plus an applicable margin calculated based on the Company’s credit ratings, payable at least quarterly. Beginning with the fiscal quarter ending March 31, 2025, the Term Loan will amortize on a quarterly basis in an amount equal to (i) 5% per annum for the first eight fiscal quarters ending on or after such date and (ii) 10% per annum for each fiscal quarter ending thereafter. The Term Loan matures on November 1, 2027. The effective interest rate on the Term Loan was 6.58% as of June 30, 2023. The covenants in the Term Loan are customary for financings of this type. In addition, the Term Loan requires the Company to maintain a maximum consolidated leverage ratio and minimum interest coverage ratio. At June 30, 2023, the Company was in compliance with the covenants of the credit agreement governing the Term Loan. Notes On October 25, 2022, we completed an offering of $355 million in 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 8.14% as of June 30, 2023. 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 June 30, 2023, the Company was in compliance with the covenants of the Notes.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 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 June 30, 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) Level June 30, 2023 December 31, 2022 Term Loan 2 $ 95 $ 95 7.50% Notes due 2027 1 367 358 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.

Earnings per Share

Earnings per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Earnings per Share	Earnings per Share On November 1, 2022, the date of the Separation, 115,162,555 shares of common stock of the Company were distributed to XPO stockholders of record as of the record date and began regular-way trading. This share amount is utilized for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2022. The computations of basic and diluted earnings per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (Dollars in millions, shares in thousands, except per share data) 2023 2022 2023 2022 Net income $ 3 $ 44 $ 3 $ 83 Basic weighted-average common shares 116,894 115,163 116,748 115,163 Dilutive effect of stock-based awards 2,563 — 2,666 — Diluted weighted-average common shares 119,457 115,163 119,414 115,163 Basic earnings per share $ 0.03 $ 0.38 $ 0.03 $ 0.72 Diluted earnings per share $ 0.03 $ 0.38 $ 0.03 $ 0.72 For the three and six months ended June 30, 2023, approximately 0.3 million and 0.6 million shares are excluded from the calculation of diluted earnings per share, respectively, because their inclusion would have been anti-dilutive.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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, financial condition or cash flows. 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 financial condition, results of operations or cash flows. 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 financial condition, results of operations or cash flows could be negatively impacted. Our last mile subsidiary is involved in several class action and collective action cases involving misclassification claims. The misclassification claims related solely to our last mile business, which operated as a wholly owned subsidiary of XPO until the spin-off of RXO was completed. As of November 1, 2022, pursuant to the Separation and Distribution Agreement between XPO and RXO, the liabilities of XPO’s last mile subsidiary, including legal liabilities, if any, related to the misclassification claims, were spun-off as part of RXO. Pursuant to the Separation and Distribution Agreement, RXO has agreed to indemnify XPO for certain matters relating to RXO, including indemnifying XPO from and against any liabilities, damages, costs, or expenses incurred by XPO arising out of or resulting from the misclassification claims. We believe these suits are without merit and we intend to defend the Company vigorously. We are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of these matters.

Related Party

Related Party	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party	Related Party Prior to the Separation, the Company did not operate as a standalone business and the condensed 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, general shared costs from XPO were no longer allocated to the Company; therefore no related amounts were reflected on the Company’s financial statements for the three and six months ended June 30, 2023. Prior to the Separation, certain shared costs were allocated to the Company from XPO’s corporate overhead. The Condensed 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 condensed 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 condensed consolidated financial statements. Costs included in our Condensed Consolidated Statements of Operations for our allocated share of XPO’s corporate overhead are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2022 2022 Sales, general and administrative expense $ 18 $ 36 Depreciation and amortization expense 3 5 Transaction and integration costs 18 21 Total $ 39 $ 62 Transactions with XPO and its non-RXO Subsidiaries Revenue and costs generated from related parties are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2022 2022 Revenue $ 26 $ 75 Costs 15 32

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 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”). In the second quarter of 2023, the Company repurchased 100,000 shares of its common stock for $2 million at an average price of $20.53 per share. The share purchases were funded by available cash. As of June 30, 2023, $123 million remained available 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.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the 2022 Form 10-K. The Company’s condensed consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. In management’s opinion, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. On November 1, 2022, the Company completed the separation (the “Separation”) from XPO, Inc. (formerly known as XPO Logistics, Inc.) (“XPO”). 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. The Separation was completed under a Separation and Distribution Agreement and various other agreements that govern aspects of the Company’s relationship with XPO. On November 1, 2022, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. 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 combined financial statements for all periods presented prior to the Separation are now also referred to as “condensed consolidated financial statements,” and have been prepared in accordance with GAAP. 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 condensed consolidated financial statements may not reflect the results of operations, financial position and cash flows had the Company been a standalone entity during the prior periods presented. The majority of these allocated costs are recorded within Sales, general and administrative expense; Depreciation and amortization expense; and Transaction and integration costs in the Condensed 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 Condensed 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 condensed 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 Condensed Consolidated Statements of Cash Flows as a financing activity and in the Condensed 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 state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis.
Adoption of New Accounting Standards & Accounting Pronouncements Issued but Not Yet Effective	Adoption of New Accounting Standards 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.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	Our revenue disaggregated by service offering is as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2023 2022 2023 2022 Truck brokerage $ 557 $ 755 $ 1,157 $ 1,579 Last mile 261 274 501 520 Managed transportation 112 133 229 272 Freight forwarding 64 100 144 239 Eliminations (31) (36) (58) (72) Total $ 963 $ 1,226 $ 1,973 $ 2,538 Our revenue disaggregated by industry sector is as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2023 2022 2023 2022 Retail/e-commerce $ 373 $ 451 $ 759 $ 932 Industrial/manufacturing 193 213 374 442 Food and beverage 107 155 212 305 Automotive 105 100 207 189 Logistics and transportation 42 67 94 154 Other 143 240 327 516 Total $ 963 $ 1,226 $ 1,973 $ 2,538

Restructuring Charges (Tables)

Restructuring Charges (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Reserve by Type of Cost	The following is a roll-forward of the Company’s restructuring liability, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets: Six Months Ended June 30, 2023 (In millions) Reserve Balance Charges Incurred Payments Reserve Balance Severance $ 2 $ 9 $ (6) $ 5 Facilities 1 — (1) — Total $ 3 $ 9 $ (7) $ 5

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 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: June 30, 2023 December 31, 2022 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value Term Loan $ 100 $ 100 $ 100 $ 100 7.50% Notes due 2027 (1) 355 347 355 346 Finance leases, asset financing and other 8 8 9 9 Total debt and obligations under finance leases 463 455 464 455 Less: Current maturities of long-term debt 4 4 4 4 Total long-term debt and obligations under finance leases $ 459 $ 451 $ 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 June 30, 2023 and December 31, 2022, respectively. The fair value of our debt and classification in the fair value hierarchy is as follows: (In millions) Level June 30, 2023 December 31, 2022 Term Loan 2 $ 95 $ 95 7.50% Notes due 2027 1 367 358

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [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: June 30, 2023 December 31, 2022 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value Term Loan $ 100 $ 100 $ 100 $ 100 7.50% Notes due 2027 (1) 355 347 355 346 Finance leases, asset financing and other 8 8 9 9 Total debt and obligations under finance leases 463 455 464 455 Less: Current maturities of long-term debt 4 4 4 4 Total long-term debt and obligations under finance leases $ 459 $ 451 $ 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 June 30, 2023 and December 31, 2022, respectively. The fair value of our debt and classification in the fair value hierarchy is as follows: (In millions) Level June 30, 2023 December 31, 2022 Term Loan 2 $ 95 $ 95 7.50% Notes due 2027 1 367 358

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 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: Three Months Ended June 30, Six Months Ended June 30, (Dollars in millions, shares in thousands, except per share data) 2023 2022 2023 2022 Net income $ 3 $ 44 $ 3 $ 83 Basic weighted-average common shares 116,894 115,163 116,748 115,163 Dilutive effect of stock-based awards 2,563 — 2,666 — Diluted weighted-average common shares 119,457 115,163 119,414 115,163 Basic earnings per share $ 0.03 $ 0.38 $ 0.03 $ 0.72 Diluted earnings per share $ 0.03 $ 0.38 $ 0.03 $ 0.72

Related Party (Tables)

Related Party (Tables)	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Costs included in our Condensed Consolidated Statements of Operations for our allocated share of XPO’s corporate overhead are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2022 2022 Sales, general and administrative expense $ 18 $ 36 Depreciation and amortization expense 3 5 Transaction and integration costs 18 21 Total $ 39 $ 62 Revenue and costs generated from related parties are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2022 2022 Revenue $ 26 $ 75 Costs 15 32

Organization (Details)

Organization (Details)	6 Months Ended
	Jun. 30, 2023 reportingSegment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	1

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Details)	Nov. 01, 2022 shares
Accounting Policies [Abstract]
Distribution of outstanding common stock, percentage	100%
Shares of common stock per share of parent's stock	1

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Amount of remaining performance obligation	$ 136		$ 136
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Disaggregation of Revenue [Line Items]
Percentage of remaining performance obligation	99%		99%
Remaining performance obligation period	3 years		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%	10%	7%	9%

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue by Service (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 963	$ 1,226	$ 1,973	$ 2,538
Truck brokerage
Disaggregation of Revenue [Line Items]
Revenue	557	755	1,157	1,579
Last mile
Disaggregation of Revenue [Line Items]
Revenue	261	274	501	520
Managed transportation
Disaggregation of Revenue [Line Items]
Revenue	112	133	229	272
Freight forwarding
Disaggregation of Revenue [Line Items]
Revenue	64	100	144	239
Eliminations
Disaggregation of Revenue [Line Items]
Revenue	$ (31)	$ (36)	$ (58)	$ (72)

Revenue Recognition - Disaggr_2

Revenue Recognition - Disaggregation of Revenue by Industry Sector (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 963	$ 1,226	$ 1,973	$ 2,538
Retail/e-commerce
Disaggregation of Revenue [Line Items]
Revenue	373	451	759	932
Industrial/manufacturing
Disaggregation of Revenue [Line Items]
Revenue	193	213	374	442
Food and beverage
Disaggregation of Revenue [Line Items]
Revenue	107	155	212	305
Automotive
Disaggregation of Revenue [Line Items]
Revenue	105	100	207	189
Logistics and transportation
Disaggregation of Revenue [Line Items]
Revenue	42	67	94	154
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 143	$ 240	$ 327	$ 516

Restructuring Charges - Schedul

Restructuring Charges - Schedule of Restructuring Activity (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 3
Charges Incurred	9
Payments	(7)
Restructuring reserve, ending balance	5
Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	2
Charges Incurred	9
Payments	(6)
Restructuring reserve, ending balance	5
Facilities
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	1
Charges Incurred	0
Payments	(1)
Restructuring reserve, ending balance	$ 0

Debt - Schedule of Carrying Val

Debt - Schedule of Carrying Values of Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument, face amount	$ 463	$ 464
Total debt and obligations under finance leases, principal balance	455	455
Current maturities of long-term debt	4	4
Total long-term debt and obligations under finance leases - principal balance	459	460
Long-term debt and obligations under finance leases	451	451
Unamortized discount (premium) and debt issuance costs, net	8	9
Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount	100	100
Total debt and obligations under finance leases, principal balance	100	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
Finance leases, asset financing and other
Debt Instrument [Line Items]
Debt instrument, face amount	8	9
Total debt and obligations under finance leases, principal balance	$ 8	$ 9

Debt - Narrative (Details)

Debt - Narrative (Details)		1 Months Ended
	Oct. 18, 2022 USD ($) fiscalQuarter	Oct. 31, 2022	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 25, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount			$ 463,000,000	$ 464,000,000
Unsecured Multicurrency Revolving Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term	5 years
Line of credit facility, maximum borrowing capacity	$ 500,000,000
Line of credit, amount outstanding			$ 0	0
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
Debt instrument, interest rate, stated percentage, year three and four	5%
Debt instrument, amortization period, number of fiscal quarters | fiscalQuarter	8
Debt instrument, interest rate, stated percentage, year five	10%
Debt instrument, interest rate, effective percentage			6.58%
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, face amount					$ 355,000,000
Debt instrument, interest rate, effective percentage			8.14%
Debt instrument, interest rate, stated percentage					7.50%
Debt instrument, issuance discount, percentage		98.962%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Term Loan | Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Debt instrument, fair value	$ 95	$ 95
7.50% Notes due 2027 | Fair Value, Inputs, Level 1
Debt Instrument [Line Items]
Debt instrument, fair value	$ 367	$ 358

Earnings per Share - Narrative

Earnings per Share - Narrative (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Nov. 01, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	300,000	600,000
Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares of RXO common stock, outstanding			115,162,555

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net income, basic	$ 3	$ 44	$ 3	$ 83
Net income, diluted	$ 3	$ 44	$ 3	$ 83
Basic weighted-average common shares (in shares)	116,894	115,163	116,748	115,163
Dilutive effect of stock-based awards (in shares)	2,563	0	2,666	0
Diluted weighted-average common shares (in shares)	119,457	115,163	119,414	115,163
Basic earnings per share (in dollars per share)	$ 0.03	$ 0.38	$ 0.03	$ 0.72
Diluted earnings per share (in dollars per share)	$ 0.03	$ 0.38	$ 0.03	$ 0.72

Related Party - Costs for Alloc

Related Party - Costs for Allocated Share of XPO's Corporate Overhead (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Sales, general and administrative expense	$ 144	$ 166	$ 297	$ 327
Depreciation and amortization expense	18	21	36	42
Transaction and integration costs	$ 4	18	$ 10	21
Related Party
Related Party Transaction [Line Items]
Sales, general and administrative expense		18		36
Depreciation and amortization expense		3		5
Transaction and integration costs		18		21
Total		$ 39		$ 62

Related Party - Schedule of Rev

Related Party - Schedule of Revenue and Expenses From Related Party (Details) - Related Party - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Related Party Transaction [Line Items]
Revenue	$ 26	$ 75
Operating Costs and Expenses	$ 15	$ 32

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	May 02, 2023
Stockholders' Equity [Line Items]
Repurchase of common stock	$ 2	$ 2
2023 Share Repurchase Program
Stockholders' Equity [Line Items]
Stock repurchase program, authorized amount			$ 125
Repurchase of common stock (in shares)	100,000
Repurchase of common stock	$ 2
Stock repurchased and retired during period (in dollars per share)	$ 20.53
Stock repurchase program, remaining authorized amount	$ 123	$ 123