RXO Inc 2024年度报告

Form10-K_______________________________________________________ (Mark One) For the transition period fromtoCommission File Number:001-41514_______________________________________________________ RXO, INC. (Exact name of registrant as specified in its charter)_______________________________________________________ (980)308-6058 Registrant’s telephone number, including area code_______________________________________________________ Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $3.0billion as of June 30,2024, based upon the closing price of the common stock on that date. As of February24, 2025, there were163,327,709shares of the registrant’s common stock, par value $0.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant toRegulation 14A in connection with the registrant’s 2025 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated byreference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by referencein this Annual Report, the Proxy Statement is not deemed to be filed as part hereof. RXO, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PART I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures 2627PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6[Reserved]29Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7AQuantitative and Qualitative Disclosures About Market Risk38Item 8Financial Statements and Supplementary Data39Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure77Item 9AControls and Procedures77Item 9BOther Information78Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspection78PART IIIItem 10Directors, Executive Officers and Corporate Governance79Item 11Executive Compensation79Item 12Security Ownership of Certain Beneficial Owners and Management and Rela