August 6, 2024

James E. Harris
Chief Financial Officer
RXO, Inc.
11215 North Community House Road
Charlotte, North Carolina 28277

       Re: RXO, Inc.
           Form 10-K for the Fiscal Year ended December 31, 2023
           Filed February 13, 2024
           File No. 001-41514
Dear James E. Harris:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2023
Financial Statements
Note 15 - Commitments and Contingencies, page 67

1.     We note your disclosure indicating that you do not believe resolution of
the matters
       described under this heading will have a material adverse effect on your
results of
       operations, cash flows and financial position, although also stating
that an unfavorable
       resolution could have a material adverse effect in any of these
respects. You mention your
       obligation to indemnify XPO, Inc. from and against any liabilities,
damages, costs, or
       expenses arising out of or resulting from misclassification claims
involving your
       subsidiary RXO Last Mile, Inc. prior to the spin-off from XPO, Inc. You
identify
       one instance in which the court ruled that your subsidiary had
misclassified the plaintiff
       owner/operators as independent contractors when they should have been
deemed
       employees, and that plaintiffs were granted partial summary judgment in
that case.

       Given your disclosure stating that you are unable to determine the
amount of possible loss
       or range of loss, we believe that you should expand your disclosure to
specify the amount
       of damages and penalties awarded in this instance and to quantify the
amounts sought by
 August 6, 2024
Page 2

       plaintiffs in all related cases or to clarify if damages have not been
quantified to comply
       with FASB ASC 450. Please also disclose when the claims were originally
filed, identify
       the courts where claims are being pursued, describe the current status
of the claims and if
       you have appealed or intend to appeal any ruling by the courts, disclose
the timeframe and
       status of those proceedings. We also believe that you should more
clearly convey your
       assessments regarding the likelihood of loss and whether you have
accrued for loss.

       Please submit the disclosure revisions that you propose to address the
concerns outlined
       above and include for our review a summary of any related liabilities
and loss accruals,
       including a roll-forward depicting all changes in each quarter over the
last three fiscal
       years and the subsequent interim period; and if amounts have been
accrued, identify the
       line items where this activity is reported. However, if you have not
accrued for any loss
       related to the misclassification claims, provide us with the assessments
that you
       performed of each claim based on the guidance in FASB ASC 450-20-55-12
and 16, and
       reconcile your view of the claims as having no merit with the findings
of the court.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation