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RXO, INC.

11215 North Community House Road

Charlotte, North Carolina

August 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

 Attn: Lily Dang and Karl Hiller

 RE: RXO, Inc.

Form 10-K for the Fiscal Year ended December 31, 2023

Filed February 13, 2024

File No. 001-41514

Dear Ms. Dang and Mr. Hiller:

This letter sets forth
the response of RXO, Inc. (the “Company”, “we” or “us”) to the comment letter of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
issued to the Registrant on August 6, 2024, with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2023
(the “Form 10-K”).

For your convenience, the
Staff’s comments are set forth in bold, followed by responses on behalf of the Registrant.

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 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.

Response:

The Company respectfully acknowledges the Staff’s
comment. We note that in the one instance in which the court ruled that our subsidiary had misclassified the plaintiff owner/operators
as independent contractors when they should have been deemed employees, and plaintiffs were granted partial summary judgment in the case,
the court did not award damages or penalties. Furthermore, the plaintiff neither specified damages sought nor proved damages. We disclosed
that we were unable to determine the amount of the possible loss or range of loss to comply with ASC 450 based on these circumstances.

For all other misclassification cases, plaintiffs
have not specified damages sought, no materially adverse ruling has occurred, and we believe that the claims are without merit. Moreover,
these cases often take several years to litigate and we believe are immaterial to the Company. However, if a material loss in a case becomes
reasonably possible, we will disclose, to the extent applicable, damages sought by plaintiffs, when the claim was originally filed, the
courts where the claim is being pursued, the current status of the claim and appeal status.

We will enhance our disclosure in future filings
to more clearly convey our assessment regarding the likelihood of loss and whether we have accrued for loss.

We respectfully advise the Staff that we had
not accrued any losses related to the misclassification claims in the three fiscal years ended December 31, 2023; therefore, we have not
included the requested rollforward. We did settle one case without admitting any liability as noted in our disclosure in our Quarterly
Report for the three months ended June 30, 2024. In making our assessment under FASB ASC 450-20-55-12 and 16, no accrual was made for
this instance prior to settlement as the plaintiff had not specified damages sought, the court had not assessed damages in its ruling,
and the court had not ruled whether damages had been incurred.

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Settlement was reached without admitting liability in this instance
for an immaterial amount to avoid further legal costs and litigation risk, although we believe we continued to have meritorious defenses.
Similarly, no accrual was made in the other misclassification cases as we do not believe a loss is probable as the claims are without
merit, the legal proceedings have not progressed to a court ruling that would suggest that a loss is probable and the plaintiffs have
not specified damages sought, all of which does not allow us to reasonably estimate possible exposure. Notwithstanding the settlement we reached in the three months ended June 30, 2024, our experience with similar cases also supports our conclusion that a loss is not probable in the other misclassification cases.

Please see proposed revised disclosure below.

15. 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”). Plaintiffs in such
cases 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

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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.

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.

In one of the misclassification claims, Muniz v. RXO Last
Mile, Inc., we recently reached an agreement to settle the matter for an immaterial amount
without admitting any liability. We have accrued the full amount of the settlement, which still requires court approval.
the court has granted plaintiffs partial summary judgment and determined
our last mile subsidiary misclassified the plaintiff owner/operators as independent contractors when they should have been deemed employees.
We are vigorously defending ourselves in this matter and believe we have a number of meritorious defenses, and there are unresolved questions
of law and fact that could be important to the ultimate resolution of this matter.

We continue to believe the other
misclassification claims, including Muniz v. RXO Last Mile, Inc., are without merit and we intend to defend the
Company vigorously in these matters. We do not believe that the incurrence of a loss is probable at this time and, accordingly,
we have not accrued for any losses in these matters. Further, the plaintiffs have not quantified damages sought in the other misclassification
claims and 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.

* * * * *

If you have any questions
or require any additional information in connection with the filing, please do not hesitate to contact me at (980) 308-6058.

    Very truly yours,

    /s/ James E. Harris

    James E. Harris

    Chief Financial Officer

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