Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of C.H. Robinson Worldwide, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ investment, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Refer to Notes 1 and 9 to the financial statements

Critical Audit Matter Description

Transportation and logistics revenue is recognized for performance obligations identified in the customer contract as they are satisfied over the contract term, which generally represents the transit period. Recognizing revenue at period end for contracts where the transit period is partially complete at period end or completed and not yet invoiced, requires management to make judgments that affect the amounts and timing of revenue recognized. At December 31, 2024, the Company recorded revenue of $200.3 million for services it provided while a shipment was still in-transit but for which the Company had not yet completed its performance obligation or had not yet invoiced the customer.

Auditing the estimate of the Company’s revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date required a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimate of the revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date included the following, among others:

We tested the effectiveness of controls over revenue recognized over time, including management’s controls over the identification of shipments in-transit, the portion of the transit period completed, and the estimate of contracts completed but not yet invoiced.
We evaluated management’s ability to identify the shipments in-transit and to estimate the revenue to be recorded for contracts where the transit period is partially complete or completed and not yet invoiced at the reporting date by:
Performing a retrospective review of management’s estimate for prior reporting periods.

▪Testing the accuracy and completeness of the data in the system-generated report utilized in management’s revenue cutoff estimate with the assistance of our information technology specialists.

▪Assessing the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating environment.

Testing the mathematical accuracy of management’s estimate.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

February 14, 2025

We have served as the Company’s auditor since 2002.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of C.H. Robinson Worldwide, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 14, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

February 14, 2025

C.H. ROBINSON WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	145,762	$	145,524
Receivables, net of allowance for credit loss of $13,285 and $14,229	2,383,709		2,381,963
Contract assets, net of allowance for credit loss	200,332		189,900
Prepaid expenses and other	102,166		163,307
Assets held for sale	137,634		—
Total current assets	2,969,603		2,880,694
Property and equipment	404,065		437,458
Accumulated depreciation and amortization	(276,876)		(292,740)
Net property and equipment	127,189		144,718
Goodwill	1,428,965		1,473,600
Other intangible assets, net of accumulated amortization of $51,375 and $58,437	28,193		43,662
Right-of-use lease assets	334,738		353,890
Deferred tax assets	300,909		214,619
Other assets	108,329		114,097
Total assets	$	5,297,926	$	5,225,280

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,178,335	$	1,303,951
Outstanding checks	33,797		66,383
Accrued expenses:
Compensation	180,801		135,104
Transportation expense	153,274		147,921
Income taxes	9,326		4,748
Other accrued liabilities	173,318		159,435
Current lease liabilities	72,842		74,451
Current portion of debt	455,792		160,000
Liabilities held for sale	67,413		—
Total current liabilities	2,324,898		2,051,993
Long-term debt	921,857		1,420,487
Noncurrent lease liabilities	290,641		297,563
Noncurrent income taxes payable	23,472		21,289
Deferred tax liabilities	12,565		13,177
Other long-term liabilities	2,442		2,074
Total liabilities	3,575,875		3,806,583
Commitments and contingencies
Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.10 par value, 480,000 shares authorized; 179,199 and 179,204 shares issued, 118,664 and 116,768 outstanding	11,866		11,677
Additional paid-in capital	775,054		754,093
Retained earnings	5,786,337		5,620,790
Accumulated other comprehensive loss	(110,402)		(80,946)
Treasury stock at cost (60,535 and 62,436 shares)	(4,740,804)		(4,886,917)
Total stockholders’ investment	1,722,051		1,418,697
Total liabilities and stockholders’ investment	$	5,297,926	$	5,225,280

See accompanying notes to the consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)


	For the years ended December 31,
	2024		2023		2022
Revenues:
Transportation	$	16,353,745	$	16,372,660	$	23,516,384
Sourcing	1,371,211		1,223,783		1,180,241
Total revenues	17,724,956		17,596,443		24,696,625
Costs and expenses:
Purchased transportation and related services	13,719,935		13,886,024		20,035,715
Purchased products sourced for resale	1,240,007		1,105,811		1,067,733
Personnel expenses	1,456,249		1,465,735		1,722,980
Other selling, general, and administrative expenses	639,624		624,266		603,415
Total costs and expenses	17,055,815		17,081,836		23,429,843
Income from operations	669,141		514,607		1,266,782
Interest and other income/expenses, net	(89,937)		(105,421)		(100,017)
Income before provision for income taxes	579,204		409,186		1,166,765
Provision for income taxes	113,514		84,057		226,241
Net income	465,690		325,129		940,524
Other comprehensive (loss) income	(29,456)		7,914		(27,726)
Comprehensive income	$	436,234	$	333,043	$	912,798

Basic net income per share	$	3.89	$	2.74	$	7.48
Diluted net income per share	$	3.86	$	2.72	$	7.40

Basic weighted average shares outstanding	119,805		118,551		125,743
Dilutive effect of outstanding stock awards	874		1,126		1,407
Diluted weighted average shares outstanding	120,679		119,677		127,150

See accompanying notes to the consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

(In thousands, except per share data)


	Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment






































Balance December 31, 2021	129,186	$	12,919	$	673,628	$	4,936,861	$	(61,134)	$	(3,540,340)	$	2,021,934
Net income						940,524						940,524
Foreign currency adjustments								(27,726)				(27,726)
Dividends declared, $2.26 per share						(286,945)						(286,945)
Stock issued for employee benefit plans	1,364	136		(21,017)						92,552		71,671
Stock-based compensation expense	—	—		90,677						—		90,677
Repurchase of common stock	(14,227)	(1,423)								(1,455,290)		(1,456,713)
Balance December 31, 2022	116,323	11,632		743,288		5,590,440		(88,860)		(4,903,078)		1,353,422
Net income						325,129						325,129
Foreign currency adjustments								7,914				7,914
Dividends declared, $2.44 per share						(294,779)						(294,779)
Stock issued for employee benefit plans	1,091	110		(47,364)						78,874		31,620
Stock-based compensation expense	—	—		58,169						—		58,169
Repurchase of common stock	(646)	(65)								(62,713)		(62,778)
Balance December 31, 2023	116,768	11,677		754,093		5,620,790		(80,946)		(4,886,917)		1,418,697
Net income						465,690						465,690
Foreign currency adjustments								(29,456)				(29,456)
Dividends declared, $2.46 per share						(300,143)						(300,143)
Stock issued for employee benefit plans	1,896	189		(63,629)						146,113		82,673
Stock-based compensation expense	—	—		84,590						—		84,590

Balance, December 31, 2024	118,664	$	11,866	$	775,054	$	5,786,337	$	(110,402)	$	(4,740,804)	$	1,722,051

See accompanying notes to the consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	For the year ended December 31,
	2024		2023		2022
OPERATING ACTIVITIES
Net income	$	465,690	$	325,129	$	940,524
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97,160		98,985		92,776
Provision for credit losses	6,688		(6,047)		(4,476)
Stock-based compensation	84,590		58,169		90,677
Deferred income taxes	(80,067)		(37,746)		(58,566)
Excess tax benefit on stock-based compensation	(9,411)		(11,319)		(13,662)
Loss on disposal groups held for sale	32,794		17,698		—
Other operating activities	20,682		5,541		(6,627)

Changes in operating elements:
Receivables	(164,255)		607,259		923,524
Contract assets	(11,969)		68,041		197,097
Prepaid expenses and other	60,740		(39,048)		(28,495)
Right of use asset	(5,937)		19,255		(82,754)
Accounts payable and outstanding checks	(79,943)		(200,843)		(307,266)
Accrued compensation	49,681		(108,084)		42,266
Accrued transportation expense	6,756		(51,171)		(143,686)
Accrued income taxes	15,545		(2,284)		(69,817)
Other accrued liabilities	12,791		(11,991)		2,371
Lease liability	5,076		(16,500)		83,084
Other assets and liabilities	2,473		16,902		(6,799)
Net cash provided by operating activities	509,084		731,946		1,650,171
INVESTING ACTIVITIES
Purchases of property and equipment	(22,653)		(29,989)		(61,915)
Purchases and development of software	(51,635)		(54,122)		(66,582)

Proceeds from sale of property and equipment	—		1,324		63,579
Net cash used for investing activities	(74,288)		(82,787)		(64,918)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	114,890		56,914		100,059
Stock tendered for payment of withholding taxes	(32,217)		(25,294)		(28,388)
Repurchase of common stock	—		(63,884)		(1,459,900)
Cash dividends	(294,772)		(291,569)		(285,317)

Proceeds from long-term borrowings	10,000		—		200,000
Payments on long-term borrowings	(10,000)		—		—
Proceeds from short-term borrowings	3,192,500		3,893,750		4,500,000
Payments on short-term borrowings	(3,396,500)		(4,287,750)		(4,646,000)
Net cash used for financing activities	(416,099)		(717,833)		(1,619,546)
Effect of exchange rates on cash and cash equivalents	(8,152)		(3,284)		(5,638)
Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale	10,545		(71,958)		(39,931)
Less: net increase in cash and cash equivalents within assets held for sale	(10,307)		—		—
Cash and cash equivalents, beginning of year	145,524		217,482		257,413
Cash and cash equivalents, end of year	$	145,762	$	145,524	$	217,482

Supplemental cash flow disclosures
Cash paid for income taxes	$	131,827	$	155,936	$	429,096
Cash paid for interest	86,124		92,571		71,563
Accrued share repurchases held in other accrued liabilities	—		—		1,106

See accompanying notes to the consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions through a network of offices operating in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information available, and our actual results could differ materially from those estimates.

REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined the following distinct goods and services represent our primary performance obligations.

Transportation and Logistics Services. As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. When the customer’s freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.

We also provide certain value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services. These services may include one or more performance obligations, which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage, or it may be longer in the case of warehousing, managed solutions, and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.

Sourcing Services. We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh® (“Robinson Fresh”). Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts are satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 20 to 30 days of completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.

In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.

Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all our revenues are attributable to contracts with our customers. Our adjusted gross profits are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the services we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customers and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing

business, in some cases, we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed solutions, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the services we provide because many of the factors stated above are not present.

CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligations or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer, these amounts become classified within accounts receivable and are then typically due within 30 days.

ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date.

ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses. We determine our allowance for expected credit losses based on our past credit loss experience, our customers’ credit risk ratings, and other customer specific and macroeconomic factors. We compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable (i.e., loss ratio approach). This approach is then supplemented by the professional judgment of management, primarily in consideration of recent developments, write-off experience, and risk concentrations, for purposes of determining the expected credit loss allowance.

FOREIGN CURRENCY. Monetary assets and liabilities denominated in foreign currency are remeasured to the functional currency of our foreign subsidiaries, which is generally their local currency, at the current exchange rate as of the end of each period. Foreign exchange gains and losses on these balances are recognized in interest and other income/expense, net in our consolidated statement of operations and comprehensive income. The functional currency accounts of our foreign subsidiaries are translated to our U.S. Dollar reporting currency at the end of each period. Translation adjustments are recorded in other comprehensive income (loss) in our consolidated statement of operations and comprehensive income (loss). Consolidated statement of operations and comprehensive income items are translated at the average exchange rate during the period. In cases where our foreign subsidiaries operate in a highly inflationary economy, their functional currency is considered to be our U.S. Dollar reporting currency.

CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of bank deposits and highly liquid investments with an original maturity of three months or less from the time of purchase. Cash and cash equivalents held outside the United States totaled $134.0 million and $142.8 million as of December 31, 2024 and 2023, respectively. Approximately half of our cash and cash equivalents balance is denominated in U.S. Dollars although these balances are frequently held in locations where the U.S. Dollar is not the functional currency.

PREPAID EXPENSES AND OTHER. Prepaid expenses and other includes items such as software maintenance contracts, prepaid insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale.

RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term.

LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated life of the asset. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful life of the improvement.

We recognized the following depreciation expense (in thousands):


2024	$	35,967
2023	39,569
2022	38,102

A summary of our property and equipment as of December 31 is as follows (in thousands):


	2024		2023
Furniture, fixtures, and equipment	$	227,501	$	251,473
Buildings	61,286		58,586
Corporate aircraft	23,760		23,760
Leasehold improvements	89,213		91,234
Land	11,013		11,018
Construction in progress	617		1,387
Less: accumulated depreciation and amortization	(282,483)		(292,740)
Net property and equipment (1)	$	130,907	$	144,718

(1) Includes $3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

GOODWILL. Goodwill represents the excess of the cost of acquired businesses over the net fair value of identifiable tangible assets and identifiable intangible assets purchased and liabilities assumed. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (November 30 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 2, Goodwill and Other Intangible Assets.

OTHER INTANGIBLE ASSETS. Other intangible assets include definite-lived customer lists and indefinite-lived trademarks. The definite-lived intangible assets are being amortized using the straight-line method over their estimated lives. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The indefinite-lived trademarks are not amortized. Indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable, or annually, at a minimum. See Note 2, Goodwill and Other Intangible Assets.

OTHER ASSETS. Other assets consist primarily of purchased and internally developed software. We amortize software when it is put into service using the straight-line method over three years. We recognized the following amortization expense of purchased and internally developed software (in thousands):


2024	$	49,032
2023	38,803
2022	31,229

A summary of our purchased and internally developed software as of December 31 is as follows (in thousands):


	2024		2023
Purchased software	$	3,074	$	4,639
Internally developed software	188,950		212,363
Less accumulated amortization	(92,621)		(114,473)
Net software	$	99,403	$	102,529

INCOME TAXES. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates.

Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued.

The financial statement benefits of an uncertain income tax position are recognized when more likely than not, based on the technical merits, the position will be sustained upon examination. Unrecognized tax benefits are, more likely than not, owed to a taxing authority, and the amount of the contingency that is greater than 50 percent likely to be realized can be reasonably estimated. Uncertain income tax positions are included in “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets.

COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) consists primarily of foreign currency translation adjustments. It is presented on our consolidated statements of operations and comprehensive income.

STOCK-BASED COMPENSATION. We have issued stock awards, including stock options, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. The awards vest over three to five years, either based on the achievement of certain dilutive earnings per share, adjusted gross profits, adjusted operating margin targets, or the passage of time. The related compensation expense for each award is recognized over the appropriate vesting period. The fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted stock units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in expected volatility and risk-free interest rates are the primary reason for changes in the discount.

For grants of stock options, we use the Black-Scholes option pricing model to estimate the fair value of these share-based payment awards. The determination of the fair value of stock options is affected by our stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate, and dividend yield.

NOTE 2: GOODWILL AND OTHER INTANGIBLE ASSETS

The change in the carrying amount of goodwill is as follows (in thousands):


	NAST		Global Forwarding		All Other and Corporate		Total
December 31, 2022 balance	$	1,188,076	$	206,189	$	76,548	$	1,470,813

Foreign currency translation	737		1,410		640		2,787
December 31, 2023 balance	1,188,813		207,599		77,188		1,473,600
Foreign currency translation	(9,369)		(5,101)		(1,571)		(16,041)
December 31, 2024 balance(1)	$	1,179,444	$	202,498	$	75,617	$	1,457,559

(1) Includes $28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”).

On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included all assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”). As a result of the divestiture, the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024. We have tested the goodwill of the Europe Surface Transportation reporting unit as of December 31, 2024, by performing a Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale and determined that the $28.6 million goodwill balance was not impaired.

Our Europe Surface Transportation Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis. The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was equal to the agreed-upon sale price of the business. As the sale does not include a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform. The computed fair value of the reporting unit exceeded its carrying value. As noted in Note 15, Divestitures, the sale of the Europe Surface Transportation disposal group was completed with an effective date of February 1, 2025.

As part of our annual Step Zero Analysis performed in 2024 for all other reporting units, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value. As such, a Step One Analysis was not completed for any other reporting units and no goodwill or intangible asset impairment has been recorded in any previous or current period presented.

Identifiable intangible assets consisted of the following as of December 31 (in thousands):


	2024						2023
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Finite-lived intangibles
Customer relationships(1)	$	78,280	$	(55,984)	$	22,296	$	93,499	$	(58,437)	$	35,062


Indefinite-lived intangibles
Trademarks	8,600		—		8,600		8,600		—		8,600
Total intangibles(1)	$	86,880	$	(55,984)	$	30,896	$	102,099	$	(58,437)	$	43,662

(1) Amounts as of December 31, 2024, include $2.7 million of net intangible assets for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

Amortization expense for other intangible assets was (in thousands):


2024	$	12,161
2023	20,613
2022	23,445

Finite-lived intangible assets, by reportable segment, as of December 31, 2024, will be amortized over their remaining lives as follows (in thousands):


	NAST		Global Forwarding		Total
2025	$	7,857	$	2,210	$	10,067
2026	7,857		360		8,217
2027	1,310		—		1,310
Total					$	19,594

NOTE 3: FAIR VALUE MEASUREMENT

Accounting guidance on fair value measurements for certain financial assets and liabilities requires assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1-Quoted market prices in active markets for identical assets or liabilities.
Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

Assets and liabilities held for sale. On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included all assets and liabilities of the business other than our proprietary technology platform. As a result of the divestiture the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024. We measured the disposal group at its fair value less costs incurred to sell and recorded a $44.5 million pre-tax loss on the disposal group in twelve months ended December 31, 2024. The fair value of the assets and liabilities held for sale are classified as Level 2 in the fair value hierarchy based on the negotiated sale price, which is an observable market-based input. The sale closed with an effective date of February 1, 2025. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts. Foreign currency forward contracts are accounted for at fair value with the recognition of all derivative instruments as either assets or liabilities on the balance sheet, and changes in fair value recognized in interest and other income/expenses, net in the consolidated statements of operations and comprehensive income. These contracts are accounted for as non-designated hedges pursuant to ASC Topic 815, “Derivatives and Hedging.” Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy and are measured using market-based rates. The impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2024.

We had no other Level 2 or Level 3 assets or liabilities as of and during the periods ended December 31, 2024 or 2023. There were no transfers between levels during the period.

NOTE 4: FINANCING ARRANGEMENTS

The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):


	Average interest rate as of					Carrying value as of
	December 31, 2024		December 31, 2023		Maturity	December 31, 2024		December 31, 2023
Revolving Credit Facility	5.58	%	6.45	%	November 2027	$	9,000	$	160,000


Senior Notes, Series B	4.26	%	4.26	%	August 2028	150,000		150,000
Senior Notes, Series C	4.60	%	4.60	%	August 2033	175,000		175,000
Receivables Securitization Facility (1)	5.23	%	6.25	%	November 2025	446,792		499,542
Senior Notes(1)	4.20	%	4.20	%	April 2028	596,857		595,945
Total debt						1,377,649		1,580,487
Less: Current maturities and short-term borrowing						(455,792)		(160,000)
Long-term debt						$	921,857	$	1,420,487

(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY

We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of December 31, 2024, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.

The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00. The Credit Agreement also contains customary events of default.

NOTE PURCHASE AGREEMENT

On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $293.1 million as of December 31, 2024. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2 financial liability. Senior Notes Series A matured in August 2023.

The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 percent.

The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed the third amendment to the Note Purchase Agreement to among other things, facilitate the terms of the Credit Agreement.

U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION

On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $500 million as of December 31, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.

The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability.

The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.

On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.

SENIOR NOTES

On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $583.3 million as of December 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.9 million as of December 31, 2024.

We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.

The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens; enter into sales and leaseback transactions above certain limits; and consolidate, merge, or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

In addition to the above financing agreements, we have a $20 million discretionary line of credit with U.S. Bank of which $16.9 million is currently utilized for standby letters of credit related to insurance collateral as of December 31, 2024. These standby letters of credit are renewed annually and were undrawn as of December 31, 2024.

NOTE 5: INCOME TAXES

C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2020.

The company is no longer indefinitely reinvested with regard to the unremitted earnings of any foreign subsidiaries. The company remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries.

In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results. As rules for more jurisdictions will become effective in 2025, we will continue to evaluate the impact of enacted and pending legislation to Pillar Two Model Rules in the tax jurisdictions we operate in.

Income before provision for income taxes consisted of (in thousands):


	Twelve Months Ended December 31,
	2024		2023		2022
Domestic	$	336,328	$	287,524	$	799,553
Foreign	242,876		121,662		367,212
Total	$	579,204	$	409,186	$	1,166,765

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):


	As of December 31,
	2024		2023		2022
Unrecognized tax benefits, beginning of period	$	16,916	$	39,056	$	37,302
Additions based on tax positions related to the current year	2,747		2,111		4,064
Additions for tax positions of prior years	2,168		1,268		3,016
Reductions for tax positions of prior years	(582)		(91)		(247)
Lapse in statute of limitations	(1,182)		(2,346)		(5,026)
Settlements	(317)		(23,082)		(53)
Unrecognized tax benefits, end of the period	$	19,750	$	16,916	$	39,056

Income tax expense considers amounts that may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued.

As of December 31, 2024, we had $23.5 million of unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized. In the unlikely event these unrecognized tax benefits and related interest and penalties were recognized fully in 2024, the impact to the annual effective tax rate would have been 4.1 percent. We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next 12 months. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.1 million in the next 12 months due to lapsing of statutes.

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2024, 2023, and 2022, we recognized approximately $0.7 million, $0.7 million, and $0.6 million in interest and penalties, respectively. We had approximately $3.7 million and $3.2 million for the payment of interest and penalties related to uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 2024 and 2023, respectively. These amounts are not included in the reconciliation above.

The components of the provision for income taxes consist of the following (in thousands):


	Twelve Months Ended December 31,
	2024		2023		2022
Tax provision:
Federal	$	135,807	$	55,149	$	153,349
State	23,081		4,014		33,309
Foreign	32,885		62,426		97,147
	191,773		121,589		283,805
Deferred provision (benefit):
Federal	(83,702)		(32,820)		(44,133)
State	(10,379)		6,223		(7,848)
Foreign	15,822		(10,935)		(5,583)
	(78,259)		(37,532)		(57,564)
Total provision	$	113,514	$	84,057	$	226,241

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows:


	Twelve Months Ended December 31,
	2024		2023(1)		2022(1)
Federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	1.9		2.1		2.1
Section 199 deduction	—		4.7		—
Share-based payment awards	(1.8)		(2.7)		(1.2)
Foreign tax credits	2.5		(9.5)		(1.2)
Other U.S. tax credits and incentives	(5.3)		(3.4)		(2.0)
Foreign tax rate differential	(0.4)		5.8		0.6
Remeasurement of deferred tax balances	(1.1)		—		—
Business divestitures(2)	1.3		0.9		—
Section 162(m) limitations on compensation	1.3		1.2		0.6
Other	0.2		0.4		(0.5)
Effective income tax rate	19.6	%	20.5	%	19.4	%

(1) The amounts as of December 31, 2023 and 2022 have been adjusted to conform to current year presentation.

(2) Amounts in 2024 relate to the divestiture of our Europe Surface Transportation business. Amounts in 2023 relate to the divestiture of our Argentina operations. Refer to Note 15, Divestitures, for further discussion related to these divestitures.

Deferred tax assets (liabilities) are comprised of the following (in thousands):


	As of December 31,
	2024		2023
Deferred tax assets:
Lease liabilities	$	72,532	$	74,495
Compensation	64,202		64,788
Accrued expenses	42,718		33,720

Tax credit carryforward	—		14,485
Foreign affiliate prepayment	49,409		—
Foreign net operating loss carryforwards	69,555		67,816
Long-lived assets	109,308		104,005
Other	32,855		22,220
Total deferred tax assets (before valuation allowance)	440,579		381,529
Less: valuation allowance	(64,198)		(62,183)
Total deferred tax assets	376,381		319,346
Deferred tax liabilities:
Right-of-use assets	(64,686)		(68,764)
Intangible assets	(868)		(25,773)

Prepaid assets	(4,928)		(4,405)

Foreign withholding tax	(10,645)		(10,313)
Other	(6,910)		(8,649)
Total deferred tax liabilities	(88,037)		(117,904)
Net deferred tax assets	$	288,344	$	201,442

We had foreign net operating loss carryforwards with a tax effect of $69.6 million as of December 31, 2024, and $67.8 million as of December 31, 2023. The net operating loss carryforwards will expire at various dates from 2025 to 2030, with certain jurisdictions having indefinite carryforward terms. We continually monitor and review the foreign net operating loss carryforwards to determine the ability to realize the deferred tax assets associated with the foreign net operating loss carryforwards. As of December 31, 2024 and 2023, we have recorded a valuation allowance of $64.2 million and $62.2 million, respectively, against the deferred tax asset related to the foreign operating loss carryforwards that are primarily in Luxembourg.

NOTE 6: CAPITAL STOCK AND STOCK AWARD PLANS

PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt.

COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $0.10 per share. Subject to the rights of preferred stock, which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution.

For each share of common stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable.

STOCK AWARD PLANS. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):


	2024		2023		2022
Stock options	$	4,352	$	8,929	$	13,025
Stock awards	77,243		45,878		74,186
Company expense on ESPP discount	2,995		3,362		3,466
Total stock-based compensation expense	$	84,590	$	58,169	$	90,677

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards granted under the plan or our prior equity incentive plans that expire or are canceled without delivery of shares or that are settled in cash, generally become available again for issuance under the Plan. There were 1,678,776 shares available for stock awards under the Plan as of December 31, 2024.

STOCK OPTIONS. We have awarded stock options to certain key employees that vested primarily based on their continued employment. These awards were fully vested in 2024 and there is no remaining unrecognized compensation expense related to stock options as of December 31, 2024. The outstanding options have expiration dates between 2025 and 2030. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.

The following schedule summarizes stock option activity in the plans.


	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Average Remaining Life (years)
Outstanding as of December 31, 2023	4,790,897	$	78.83	$	39,138	4.3

Exercised	(1,290,683)	76.13
Forfeitures	(8,216)	79.10
Outstanding as of December 31, 2024	3,491,998	$	79.83	$	82,024	3.6

Vested as of December 31, 2024	3,491,998	$	79.83			3.6
Exercisable as of December 31, 2024	3,491,998	$	79.83			3.6

There were 162,347 potentially dilutive stock options for 2024 excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).

Information on the intrinsic value of options exercised is as follows (in thousands):


2024	$	34,519
2023	14,442
2022	43,353

STOCK AWARDS. We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Most of our awards granted prior to 2024 contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility, and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

We have awarded PSUs to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.

The following table summarizes activity related to our PSUs as of December 31, 2024:


	Number of Restricted Shares and Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	572,327	$	86.69
Granted(1)	364,794	73.43
Performance-based grant adjustment(2)	4,626	65.96
Vested	(56,685)	76.57
Forfeitures(3)	(242,805)	77.86
Unvested as of December 31, 2024	642,257	$	83.25

(1)Amount represents PSU grants at target.

(2)Amount represents incremental shares issuable for achievement of performance metrics above target.

(3)Includes awards forfeited for not achieving performance targets.

The following table summarizes unvested PSUs by vesting period at target:


First Vesting Date	Last Vesting Date	Performance Shares and Stock Units Granted, Net of Forfeitures	Weighted Average Grant Date Fair Value (1)		Unvested Performance Shares and Restricted Stock Units
December 31, 2023	December 31, 2025	348,266	$	92.13	325,119
December 31, 2024	December 31, 2026	346,050	73.45		317,138
		694,316	$	82.82	642,257

(1)Amount shown is the weighted average grant date fair value of PSUs granted, net of forfeitures.

We granted an additional 300,366 PSUs at target in February 2025. These awards have a weighted average grant date fair value of $96.75 and will vest over a three-year period and contain an upside opportunity of up to 200 percent based upon achieving cumulative three-year dilutive earnings per share targets.

Time-Based Awards

We have awarded time-based restricted stock unit awards to certain key employees. These time-based awards vest over a three-year period. In 2023, we also granted retention awards, which vest over a one-year to three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment and are being expensed based on the terms of the awards.

The following table summarizes activity related to our time-based restricted stock unit grants as of December 31, 2024:


	Number of Restricted Shares and Stock Units	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	1,019,276	$	87.36
Granted	653,221	74.90
Vested	(826,671)	81.34
Forfeitures	(122,871)	85.87
Unvested as of December 31, 2024	722,955	$	83.22

We granted an additional 477,962 time-based restricted stock units in February 2025. These awards have a weighted average grant date fair value of $96.75 and will vest over a three-year period.

A summary of the fair value of stock awards vested (in thousands):


2024	$	71,587
2023	53,868
2022	74,186

As of December 31, 2024, there was unrecognized compensation expense of $142.0 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.

EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):


	Shares Purchased By Employees	Aggregate Cost to Employees		Expense Recognized By the Company
2024	224,578	$	16,973	$	2,995
2023	240,418	19,051		3,362
2022	229,705	19,643		3,466

SHARE REPURCHASE PROGRAMS. On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2024, we had 6,763,445 shares remaining under the share repurchase authorization. The activity under these authorizations is as follows (dollar amounts in thousands):


	Shares Repurchased	Total Value of Shares Repurchased
2024 Repurchases	—	$	—
2023 Repurchases	645,753	62,778
2022 Repurchases	14,226,190	1,456,713

NOTE 7: COMMITMENTS AND CONTINGENCIES

EMPLOYEE BENEFIT PLANS. We offer a defined contribution plan, which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible U.S. employees. We can also elect to make matching contributions to the plan. Annual discretionary contributions may also be made to the plan. Defined contribution plan expense, including matching contributions, is as follows (in thousands):


2024	$	47,017
2023	45,854
2022	59,259

We contributed a defined contribution match of six percent in 2024, 2023, and 2022.

LEASE COMMITMENTS. We maintain operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. See Note 10, Leases, for further information.

LITIGATION. We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases as of December 31, 2024. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

NOTE 8: SEGMENT REPORTING

Our segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. The internal reporting of segments is aligned with the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.

Our CODM utilizes segment operating income as the primary measure to evaluate the performance of our reportable segments. Operating income is an important measure of our ability to optimize our cost structure through innovation of our proprietary operating systems and accelerating the capabilities of our workforce. It also guides the allocation of resources, including employees, technology investments, and capital resource investments to each segment. Additionally, operating income is also an important measure of our ability to maintain pricing discipline and driving profitable growth while effectively serving our customers and contract carriers. We consider operating income to be our primary performance metric. The review of segment performance and the allocation of resources occurs primarily in the annual budgeting process and through a regular cadence of operating reviews to monitor the progress of strategic initiatives included in our enterprise balanced scorecard.

We identify two reportable segments with all other segments included in “All Other and Corporate” as follows:

North American Surface Transportation:** NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST are truckload and less than truckload (“LTL”) transportation services.
Global Forwarding:** Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate:** All Other and Corporate includes our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Managed Solutions provides Transportation Management Services, or Managed TMS. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and LTL transportation services across Europe.

Reportable segment information as of, and for the years ended, December 31, 2024, 2023, and 2022, is as follows (dollars in thousands):


	Twelve Months Ended December 31, 2024
	NAST		Global Forwarding		Total
Revenues from external customers	$	11,727,539	$	3,805,018	$	15,532,557
Other revenues(1)					2,192,399
Total consolidated revenues					17,724,956
Less significant segment expenses:
Purchased transportation and related services (2)	10,086,344		3,002,469


Personnel expenses (2)	669,611		371,576
Other selling, general, and administrative expenses (2)	440,292		218,497
Segment operating income	531,292		212,476		743,768
Other operating income (loss)(1)					(74,627)
Total consolidated operating income					669,141
Interest and other income/expenses, net					(89,937)
Income before provision for income taxes					$	579,204


	Twelve Months Ended December 31, 2023
	NAST		Global Forwarding		Total
Revenues from external customers	$	12,471,075	$	2,997,704	$	15,468,779
Other revenues(1)					2,127,664
Total consolidated revenues					17,596,443
Less significant segment expenses:
Purchased transportation and related services (2)	10,877,221		2,308,339


Personnel expenses (2)	662,037		366,464
Other selling, general, and administrative expenses (2)	471,857		237,071
Segment operating income	459,960		85,830		545,790
Other operating income (loss)(1)					(31,183)
Total consolidated operating income					514,607
Interest and other income/expenses, net					(105,421)
Income before provision for income taxes					$	409,186


	Twelve Months Ended December 31, 2022
	NAST		Global Forwarding		Total
Revenues from external customers	$	15,827,467	$	6,812,008	$	22,639,475
Other revenues(1)					2,057,150
Total consolidated revenues					24,696,625
Less significant segment expenses:
Purchased transportation and related services (2)	13,630,763		5,728,535


Personnel expenses (2)	844,472		414,690
Other selling, general, and administrative expenses (2)	518,930		219,419
Segment operating income	833,302		449,364		1,282,666
Other operating income (loss)(1)					(15,884)
Total consolidated operating income					1,266,782
Interest and other income/expenses, net					(100,017)
Income before provision for income taxes					$	1,166,765

(1) Other revenues and operating income (loss) are attributable to our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Additional segment disclosures as of, and for the years ended, December 31, 2024, 2023, and 2022, is as follows (dollars in thousands):


	NAST		Global Forwarding		All Other and Corporate		Consolidated
December 31, 2024
Depreciation and amortization	$	20,670	$	10,602	$	65,888	$	97,160
Total assets(1)	2,874,701		1,335,178		1,088,047		5,297,926
Average employee headcount	5,696		4,678		4,012		14,386
December 31, 2023
Depreciation and amortization	$	23,027	$	19,325	$	56,633	$	98,985
Total assets(1)	3,008,459		1,094,895		1,121,926		5,225,280
Average employee headcount	6,469		5,222		4,350		16,041
December 31, 2022
Depreciation and amortization	$	23,643	$	21,835	$	47,298	$	92,776
Total assets(1)	3,304,480		1,507,913		1,142,171		5,954,564
Average employee headcount	7,365		5,712		4,524		17,601

(1) All cash and cash equivalents and certain owned properties are included in All Other and Corporate.

The following table presents our total revenues (based on location of the customer) and long-lived assets (including other intangible assets and other assets) by geographic regions (in thousands):


	For the year ended December 31,
	2024		2023		2022
Total revenues
U.S.	$	14,872,311	$	14,795,659	$	20,696,448
Other locations	2,852,645		2,800,784		4,000,177
Total revenues	$	17,724,956	$	17,596,443	$	24,696,625


	As of December 31,
	2024		2023		2022
Long-lived assets
U.S.	$	678,900	$	728,538	$	751,984
Other locations	220,458		142,448		142,529
Total long-lived assets	$	899,358	$	870,986	$	894,513

NOTE 9: REVENUE FROM CONTRACTS WITH CUSTOMERS

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2024, 2023, and 2022, as follows (dollars in thousands):


	Twelve Months Ended December 31, 2024
	NAST		Global Forwarding		All Other and Corporate		Total
Major service lines:
Transportation and logistics services(1)	$	11,727,539	$	3,805,018	$	821,188	$	16,353,745
Sourcing(2)	—		—		1,371,211		1,371,211
Total	$	11,727,539	$	3,805,018	$	2,192,399	$	17,724,956

	Twelve Months Ended December 31, 2023
	NAST		Global Forwarding		All Other and Corporate		Total
Major service lines:
Transportation and logistics services(1)	$	12,471,075	$	2,997,704	$	903,881	$	16,372,660
Sourcing(2)	—		—		1,223,783		1,223,783
Total	$	12,471,075	$	2,997,704	$	2,127,664	$	17,596,443

	Twelve Months Ended December 31, 2022
	NAST		Global Forwarding		All Other and Corporate		Total
Major service lines:
Transportation and logistics services(1)	$	15,827,467	$	6,812,008	$	876,909	$	23,516,384
Sourcing(2)	—		—		1,180,241		1,180,241
Total	$	15,827,467	$	6,812,008	$	2,057,150	$	24,696,625

(1) Transportation and logistics services performance obligations are completed over time.

(2) Sourcing performance obligations are completed at a point in time.

We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligations and as such contract liabilities as of December 31, 2024 and 2023, and revenue recognized in the twelve months ended December 31, 2024, 2023, and 2022, resulting from contract liabilities were not significant. Contract assets and accrued expenses—transportation expenses fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.

Approximately 89 percent, 90 percent, and 93 percent of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, are attributable to arranging for the transportation of our customers’ freight for which we transfer control and satisfy our performance obligation over the requisite transit period. A days-in-transit output method is used to measure the progress of our performance as of the reporting date. We determine the transit period based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.

Approximately eight percent, seven percent, and five percent of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Total revenues for these transactions are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.

Approximately three percent, three percent, and two percent of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services. Total revenues for these services are recognized over time as we complete our performance obligation. Transaction price is determined and allocated to these performance obligations at their fixed fee or agreed upon rate multiplied by their associated measure of progress, which may be transactional volumes, labor hours, or time elapsed.

We expense incremental costs of obtaining customer contracts (i.e., sales commissions) due to the short duration of our arrangements as the amortization period of such amounts is expected to be less than one year. These amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income. In addition, we do not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as our contracts have an expected length of one year or less. Finally, for certain of our performance obligations, such as fee-based managed solutions, supply chain consulting and optimization services, and warehousing services, we have recognized revenue in the amount for which we have the right to invoice our customer as we have determined this amount corresponds directly with the value provided to the customer for our performance completed to date.

NOTE 10: LEASES

We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.

Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.

Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of December 31, 2024.

Information regarding lease costs, other lease information, remaining lease term, and discount rate are presented below (dollars in thousands):


	Twelve Months Ended December 31,
Lease Costs	2024		2023		2022
Operating lease expense(1)	$	108,834	$	100,635	$	92,032
Short-term lease expense	4,109		5,377		7,151
Total lease expense	$	112,943	$	106,012	$	99,183

(1) Operating lease expense for the twelve months ended December 31, 2024, includes $13.0 million of restructuring charges related to rationalization of our facilities footprint including the early termination or abandonment of select office buildings under operating leases. Refer to Note 14, Restructuring, for further discussion related to our 2024 Restructuring Program.


	Twelve Months Ended December 31,
Other Lease Information	2024		2023		2022
Operating cash outflows from operating leases	$	97,743	$	97,880	$	91,702
Right-of-use lease assets obtained in exchange for new lease liabilities	85,233		66,473		161,886


	As of December 31,
Lease Term and Discount Rate	2024		2023
Weighted average remaining lease term (in years)	5.5		5.9
Weighted average discount rate	4.3	%	3.9	%

The maturity of lease liabilities as of December 31, 2024, were as follows (in thousands):


Maturity of Lease Liabilities	Operating Leases(1)
2025	$	89,523
2026	88,899
2027	71,829
2028	54,842
2029	42,035
Thereafter	73,985
Total lease payments	421,113
Less: Interest	(47,090)
Present value of lease liabilities	$	374,023

(1) Includes $10.5 million of operating lease liabilities for the Europe Surface Transportation disposal group, which is presented within liabilities held-for-sale on the condensed consolidated balance sheets. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

NOTE 11. ALLOWANCE FOR CREDIT LOSSES

Our allowance for credit losses is computed using a number of factors, including our past credit loss experience and our customers’ credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.

A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the twelve months ended December 31, 2023, and 2024 (in thousands):


Balance, December 31, 2022	$	28,749
Provision	(5,702)
Write-offs	(8,818)
Balance, December 31, 2023	14,229
Provision	6,693
Write-offs	(6,884)
Balance, December 31, 2024 (1)	$	14,038

(1) Includes an immaterial allowance for credit losses for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

Recoveries of amounts previously written off were not significant for the twelve months ended December 31, 2024.

NOTE 12: CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets. The recorded balance as of December 31, 2024 and 2023, was $110.4 million and $80.9 million, respectively, and is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive loss was $29.5 million for the twelve months ended December 31, 2024, driven primarily by fluctuations in the Singapore Dollar, Australian Dollar, and the Euro. Other comprehensive income was $7.9 million for the twelve months ended December 31, 2023, driven primarily by fluctuations in the Euro and Polish Zloty.

NOTE 13: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards:

In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the CODM. We adopted this standard in the fiscal year ended December 31, 2024, and have retrospectively updated our segment reporting disclosures accordingly in Note 8, Segment Reporting.

Recently Issued Accounting Standards:

In November 2024, the FASB issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The update may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

NOTE 14: RESTRUCTURING

2024 Restructuring Program: In 2024, the Company announced a restructuring program (the “2024 Restructuring Program”) to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program focused on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.

The major initiatives included 1) optimizing our management hierarchy, which includes a reduction in workforce; 2) reprioritizing the efforts of our product and technology teams to focus on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees; and 3) the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases.

In 2024, we recognized restructuring charges of $45.7 million primarily related to workforce reductions, an impairment of internally developed software, and charges related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases. We paid $21.6 million of cash related to the 2024 Restructuring Program in the twelve months ended December 31, 2024. The initiatives included in our 2024 Restructuring Program are complete with the remaining $4.0 million of restructuring reserves as of December 31, 2024 expected to be paid in 2025.

A summary of charges related to our 2024 Restructuring Program are presented below (in thousands):


	Twelve Months Ended December 31,
	2024
Severance(1)	$	22,072
Other personnel expenses(1)	1,785
Other selling, general, and administrative expenses(2)	21,876
Total	$	45,733

(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.

(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income.

The following table summarizes restructuring charges related to our 2024 Restructuring Program by reportable segment (in thousands):


	Twelve Months Ended December 31, 2024
	NAST		Global Forwarding		All Other and Corporate		Consolidated
Personnel expenses	$	10,176	$	6,872	$	6,809	$	23,857
Other selling, general, and administrative expenses	6,885		4,694		10,297		21,876

The following table summarizes activity related to our 2024 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):


	Accrued Severance and Other Personnel Expenses		Accrued Other Selling, General, and Administrative Expenses		Total
Balance, December 31, 2023	$	—	$	—	$	—
Restructuring charges	23,857		21,876		45,733
Cash payments	(19,213)		(2,416)		(21,629)
Settled non-cash	—		(19,101)		(19,101)
Accrual adjustments(1)	(965)		(15)		(980)
Balance, December 31, 2024	$	3,679	$	344	$	4,023

(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.

2022 Restructuring Program: In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. The initiatives under our 2022 Restructuring Program were completed in 2023. We paid $3.6 million of cash related to the 2022 Restructuring Program in the twelve months ended December 31, 2024.

A summary of charges related to our 2022 Restructuring Program are presented below (in thousands):


	Twelve Months Ended December 31,
	2023		2022
Severance(1)	$	14,358	$	18,872
Other personnel expenses(1)	1,814		2,662
Other selling, general, and administrative expenses(2)	1,304		15,150
Total	$	17,476	$	36,684

(1) Amounts are included within personnel expenses in our consolidated statement of operations and comprehensive income.

(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statement of operations and comprehensive income.

The following table summarizes restructuring charges related to our 2022 Restructuring Program by reportable segment (in thousands):


Twelve Months Ended December 31, 2023	NAST		Global Forwarding		All Other and Corporate		Consolidated
Personnel expenses	$	1,083	$	2,176	$	12,913	$	16,172
Other selling, general, and administrative expenses	8		197		1,099		1,304


Twelve Months Ended December 31, 2022	NAST		Global Forwarding		All Other and Corporate		Consolidated
Personnel expenses	$	6,323	$	3,831	$	11,380	$	21,534
Other selling, general, and administrative expenses	3,175		3,174		8,801		15,150

The following table summarizes activity related to our 2022 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):


	Accrued Severance and Other Personnel Expenses		Accrued Other Selling, General, and Administrative Expenses		Total
Balance, December 31, 2022	$	18,976	$	—	$	18,976
Restructuring charges	16,172		1,304		17,476
Cash payments	(30,477)		(415)		(30,892)
Settled non-cash	—		(907)		(907)
Accrual adjustments(1)	(888)		18		(870)
Balance, December 31, 2023	3,783		—		3,783
Restructuring charges	12		—		12
Cash payments	(3,605)		—		(3,605)

Accrual adjustments(1)	(190)		—		(190)
Balance, December 31, 2024	$	—	$	—	$	—

NOTE 15: DIVESTITURES

Europe Surface Transportation Divestiture: In 2024, we entered into an agreement to sell our Europe Surface Transportation business, which is included in our All Other and Corporate segment. The divestiture is part of our enterprise strategy to drive focus on profitable growth in our four core modes—North American truckload and LTL and global ocean and air—as engines to ignite growth and create the most value for our stakeholders. We have determined this divestiture does not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore the results of our Europe Surface Transportation business are not reported as discontinued operations. The sale included all assets and liabilities of the business other than our proprietary technology platform. The sale closed effective February 1, 2025.

As of December 31, 2024, the assets and liabilities of the Europe Surface Transportation disposal group are presented as held for sale at fair value less any direct costs incurred to sell as of December 31, 2024. We recognized a $32.8 million pre-tax loss on the disposal group classified as held for sale in 2024. Including the direct costs incurred to sell the business and the loss on the disposal group, the total pre-tax loss recognized was $44.5 million in 2024.

A summary of exit and disposal costs related to our Europe Surface Transportation divestiture included in our All Other and Corporate segment is presented below (in thousands):


	Twelve Months Ended December 31,
	2024
Other selling, general, and administrative expenses(1)	$	44,462
Income tax benefits(2)	(800)
Total	$	43,662

(1) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income and consist primarily of a $32.8 million pre-tax loss on the disposal group and direct costs to sell.

(2) Amounts are included within provision for income taxes in our consolidated statements of operations and comprehensive income.

A summary of assets and liabilities associated with the Europe Surface Transportation disposal group that are held for sale , is presented below (in thousands):


	As of December 31, 2024
Assets held for sale:
Cash and cash equivalents	$	10,307
Receivables	114,721


Goodwill and other intangible assets	31,297
Right-of-use lease assets	10,737
Other assets	3,366
Valuation allowance	(32,794)
Total assets held for sale(1)	$	137,634

Liabilities held for sale:
Accounts payable	$	51,388
Lease liabilities	10,540


Other liabilities	5,485

Total liabilities held for sale(1)	$	67,413

Cumulative translation loss of foreign entities to be sold(2)	$	2,238

(1) Assets and liabilities held for sale are separately presented on the consolidated balance sheets.

(2) Cumulative translation loss of foreign entities to be sold is included within accumulated other comprehensive losses on the consolidated balance sheets.

South American Divestiture: In 2023, we announced a plan to divest our operations in Argentina to mitigate our exposure to the deteriorating economic conditions and increasing political instability there. We identified a local independent agent to continue serving our customers in the region. As a result of these actions, we recognized a $22.0 million pre-tax loss on divestiture in 2023 primarily related to disposal and exit activities including asset impairments and workforce reductions. The divestiture was completed near the end of 2023 for nominal consideration.

A summary of exit and disposal costs related to our South American divestiture is presented below (in thousands):


	Twelve Months Ended December 31,
	2023
Severance and other personnel expenses(1)	$	2,237
Other selling, general, and administrative expenses(2)	18,328
Other miscellaneous expenses(3)	1,420
Income tax benefits(4)	(795)
Total	$	21,190

(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.

(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income and consist primarily of a $17.7 million pre-tax loss on the disposal group.

(3) Amounts are included within interest and other income/expense, net in our consolidated statements of operations and comprehensive income.

(4) Amounts are included within provision for income taxes in our consolidated statements of operations and comprehensive income.

The following table summarizes exit and disposal costs related to our South American divestiture by reportable segment (dollars in thousands):


	Twelve Months Ended December 31, 2023
	NAST		Global Forwarding		All Other and Corporate		Consolidated
Personnel expenses	$	—	$	1,641	$	596	$	2,237
Other selling, general, and administrative expenses	—		17,961		367		18,328
Other miscellaneous expenses	—		1,420		—		1,420
Income tax benefits	—		(795)		—		(795)

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