RXO, Inc.RXO

RXO, Inc. Goodwill & Intangibles Disclosure

10-KFiled Feb 9, 20261 min read
Goodwill and Intangible Assets
The following table presents the changes in goodwill for the years ended December 31, 2025 and 2024:

(In millions)
Balance as of December 31, 2023$630 
Acquired goodwill (1)
493
Balance as of December 31, 20241,123 
Goodwill impairment
(12)
Adjustments to acquired goodwill (2)
(1)
Foreign exchange translation1 
Balance as of December 31, 2025$1,111 
Goodwill$1,123 
Accumulated impairment losses(12)
Balance as of December 31, 2025$1,111 
(1)     Represents the excess of the purchase price over the estimated fair value of net assets acquired resulting from the Coyote acquisition.
(2)     Represents adjustments to the preliminary purchase price allocation for the Coyote acquisition.
As of November 30, 2025, we completed our annual impairment tests for goodwill. During 2025, our ground and air express reporting unit experienced lower than anticipated operating results and changing market fundamentals, resulting in the decision to restructure the reporting unit. Based on the quantitative assessment performed in 2025, we recognized an impairment loss of $12 million to fully impair the goodwill of our ground and air express reporting unit as the discounted cash flows expected to be generated by the reporting unit were not sufficient to recover its carrying value. No impairments resulted for our remaining reporting units as their assessed fair values exceeded their carrying values.

Historical Timeline

Fiscal YearFiled
2025Feb 9, 2026Showing above
2024Feb 27, 2025
2023Feb 13, 2024
2022Feb 24, 2023

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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