What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-02 compared with 2024-11-01 · 173 added, 298 removed, 467 unchanged (50% of the section changed)

3 unchanged sentences

(unaudited, in thousands, except per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

49 unchanged sentences

(unaudited, in thousands except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Transportation $ 3,721,915 $ 4,082,588

36 unchanged sentences

Stock-based compensation expense — — 23,146 — 23,146

Repurchase of common stock ( 485 ) ( 48 ) ( 48,722 ) ( 48,770 )

Balance March 31, 2025 118,958 $ 11,896 $ 715,021 $ 5,847,221 $ ( 99,967 ) $ ( 4,739,446 ) $ 1,734,725

Net income 126,251 126,251

Foreign currency adjustments ( 1,313 ) ( 1,313 )

Dividends declared, $ 0.61 per share

( 74,006 ) ( 74,006 )

Stock issued for employee benefit plans 262 26 ( 10,435 ) 20,352 9,943

Stock-based compensation expense — — 19,572 — 19,572

Balance June 30, 2024 117,262 11,726 756,135 5,691,874 ( 101,749 ) ( 4,847,545 ) 1,510,441

Net income 97,229 97,229

Foreign currency adjustments 29,494 29,494

Dividends declared, $ 0.62 per share

( 75,896 ) ( 75,896 )

Stock issued for employee benefit plans 821 82 ( 6,654 ) 63,366 56,794

Stock-based compensation expense — — 22,004 — 22,004

Balance September 30, 2024 118,083 $ 11,808 $ 771,485 $ 5,713,207 $ ( 72,255 ) $ ( 4,784,179 ) $ 1,640,066

ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Stockholders’ Investment (Continued)

(unaudited, in thousands, except per share data)

Outstanding Amount Additional

11 unchanged sentences

Stock-based compensation expense — — 22,673 — 22,673

Repurchase of common stock ( 316 ) ( 32 ) ( 31,021 ) ( 31,053 )

Balance March 31, 2024 117,000 $ 11,700 $ 746,998 $ 5,639,629 $ ( 100,436 ) $ ( 4,867,897 ) $ 1,429,994

Net income 97,316 97,316

Foreign currency adjustments ( 6,536 ) ( 6,536 )

Dividends declared, $ 0.61 per share

( 73,577 ) ( 73,577 )

Stock issued for employee benefit plans 228 22 ( 2,154 ) 17,338 15,206

Stock-based compensation expense — — 6,035 — 6,035

Repurchase of common stock ( 330 ) ( 33 ) ( 31,692 ) ( 31,725 )

Balance June 30, 2023 116,335 11,633 734,244 5,655,489 ( 92,919 ) ( 4,920,340 ) 1,388,107

Net income 81,949 81,949

Foreign currency adjustments ( 14,891 ) ( 14,891 )

Dividends declared, $ 0.61 per share

( 73,724 ) ( 73,724 )

Stock issued for employee benefit plans 130 14 ( 2,411 ) 9,873 7,476

Stock-based compensation expense — — 15,667 — 15,667

Balance September 30, 2023 116,465 $ 11,647 $ 747,500 $ 5,663,714 $ ( 107,810 ) $ ( 4,910,467 ) $ 1,404,584

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(unaudited, in thousands)

Nine Months Ended September 30,

2024 2023 (1)

Three Months Ended March 31,

OPERATING ACTIVITIES

6 unchanged sentences

Excess tax benefit on stock-based compensation ( 7,032 ) ( 1,570 )

Loss on disposal group held for sale 48,232 21,113

Change in loss on disposal group ( 569 ) —

Other operating activities 6,665 5,596

11 unchanged sentences

Other assets and liabilities 426 429

Net cash provided by operating activities 241,154 684,615

Net cash provided by (used for) operating activities 106,531 ( 33,323 )

INVESTING ACTIVITIES

1 unchanged sentence

Purchases and development of software ( 12,734 ) ( 13,854 )

Proceeds from sale of property and equipment — 1,324

Net cash used for investing activities ( 59,099 ) ( 66,651 )

Proceeds from divestiture 27,737 —

Net cash provided by (used for) investing activities 11,655 ( 22,474 )

FINANCING ACTIVITIES

3 unchanged sentences

Cash dividends ( 77,490 ) ( 74,580 )

Payments on long-term borrowings ( 10,000 ) —

Proceeds from short-term borrowings 682,000 912,000

Payments on short-term borrowings ( 670,000 ) ( 792,000 )

Net cash used for financing activities ( 184,244 ) ( 651,519 )

Net cash (used for) provided by financing activities ( 146,211 ) 34,695

Effect of exchange rates on cash and cash equivalents 1,429 ( 2,584 )

Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale ( 26,596 ) ( 23,686 )

net increase in cash and cash equivalents within assets held for sale ( 10,978 ) ( 2,486 )

net decrease in cash and cash equivalents within assets held for sale 10,776 —

Cash and cash equivalents, beginning of period 145,762 145,524

Cash and cash equivalents, end of period $ 129,942 $ 121,838

_____________________________________________________

(1) The nine months ended September 30, 2023, have been adjusted to conform to current year presentation.

See accompanying notes to the condensed consolidated financial statements.

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Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate.

The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses.

The All Other and Corporate reportable segment includes Robinson Fresh, Managed Solutions, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses.

For financial information concerning our reportable segments, refer to Note 8, Segment Reporting .

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RECENTLY ISSUED 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 chief operating decision maker.

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.

We are currently evaluating the new disclosure requirements in this ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements or disclosures.

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):

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Balance, December 31, 2024 (1)

$ 1,179,444 $ 202,498 $ 75,617 $ 1,457,559

Foreign currency translation 1,350 1,759 165 3,274

Balance, September 30, 2024 (1)

Divestitures (2)

— — ( 28,697 ) ( 28,697 )

Balance, March 31, 2025

$ 1,180,794 $ 204,257 $ 47,085 $ 1,432,136

(1) Includes $ 30.0 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets.

_________________________________________

(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 as of December 31, 2024.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

(2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business.

In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group.

Refer to Note 14, 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 that the asset might be impaired.

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As part of our 2024 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.

On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business.

The sale will include all assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”).

As a result of the planned divestiture, the Europe Surface Transportation disposal group is classified as held for sale as of September 30, 2024.

We have tested the goodwill of the Europe Surface Transportation reporting unit as of September 30, 2024, by performing an interim Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale.

We determined that the $ 30.0 million goodwill balance was not impaired.

Our interim 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.

We will continue to monitor any changes to the assumptions included in our discounted cash flow analysis in future periods as needed although as noted in Note 14, Divestitures , the sale of the Europe Surface Transportation disposal group is expected to be completed near the end of 2024.

There were no changes in circumstances or events identified in the third quarter of 2024 indicating that an interim impairment analysis was required for any other reporting units as of September 30, 2024.

Excluding the sale of our Europe Surface Transportation business on February 1, 2025 and the corresponding goodwill disposal, no changes in circumstances or events were identified in the first quarter of 2025 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of March 31, 2025.

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

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

$ 78,896 $ ( 59,054 ) $ 19,842 $ 78,280 $ ( 55,984 ) $ 22,296

Divestitures (2)

( 7,336 ) 4,629 ( 2,707 ) — — —

Total finite-lived intangibles 71,560 ( 54,425 ) 17,135 78,280 ( 55,984 ) 22,296

Indefinite-lived intangibles

2 unchanged sentences

_________________________________________

(1) Amounts as of September 30, 2024, include $ 2.9 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.

(1) Includes $ 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 as of December 31, 2024.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

(2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business.

In connection with the sale, we disposed of customer relationship intangible assets included in the Europe Surface Transportation disposal group.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

Amortization expense for other intangible assets is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Amortization expense $ 2,537 $ 3,313

Finite-lived intangible assets, by reportable segment, as of September 30, 2024, will be amortized over their remaining lives as follows (in thousands):

Finite-lived intangible assets, by reportable segment, as of March 31, 2025, will be amortized over their remaining lives as follows (in thousands):

NAST Global Forwarding Total

2 unchanged sentences

2027 1,310 — 1,310

2027 1,309 — 1,309

Total $ 17,135

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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 will include all assets and liabilities of the business other than our proprietary technology platform.

As a result of the planned divestiture the Europe Surface Transportation disposal group is classified as held for sale as of September 30, 2024.

The Company measured the disposal group at its fair value less costs incurred to sell and recorded a $ 57.0 million loss on the disposal group in the three and nine months ended September 30, 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 is anticipated to close near the end of 2024.

Assets and liabilities held for sale — In 2024, we entered into an agreement to sell our Europe Surface Transportation business.

The sale closed with an effective date of February 1, 2025.

The sale included all of the assets and liabilities of the business other than our proprietary technology platform (the “Europe Surface Transportation disposal group”).

The Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024.

We measured the Europe Surface Transportation disposal group at its fair value less costs incurred to sell and recorded a $ 44.5 million loss in the twelve months ended December 31, 2024.

The fair value of the assets and liabilities held for sale were classified as Level 2 in the fair value hierarchy based on the negotiated sale price, which is an observable market-based input.

There are no remaining assets and liabilities held for sale as of March 31, 2025.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

We had no other Level 2 or Level 3 assets or liabilities as of September 30, 2024, and December 31, 2023.

Foreign Currency Derivatives — We may seek to manage our 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 was not material as of and for the three months ended March 31, 2025.

We had no other Level 2 or Level 3 assets or liabilities as of March 31, 2025, and December 31, 2024.

There were no transfers between levels during the period.

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Average interest rate as of Carrying value as of

September 30, 2024 December 31, 2023 Maturity September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024 Maturity March 31, 2025 December 31, 2024

Revolving credit facility 5.55 % 5.58 % November 2027 $ — $ 9,000

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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 September 30, 2024, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.13 percent.

As of March 31, 2025, 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.

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Interest on the Notes is payable semi-annually in arrears.

The fair value of the Notes approximated $ 295.9 million on September 30, 2024.

The fair value of the Notes approximated $ 299.9 million on March 31, 2025.

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.

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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 September 30, 2024.

trade accounts receivable with a total availability of $ 500 million as of March 31, 2025.

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.

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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 $ 594.2 million as of September 30, 2024, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 596.6 million as of September 30, 2024.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 590.8 million as of March 31, 2025, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $ 597.1 million as of March 31, 2025.

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.

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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 utilized for standby letters of credit related to insurance collateral as of September 30, 2024.

These standby letters of credit are renewed annually and were undrawn as of September 30, 2024.

Bank of which $ 18.9 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2025.

These standby letters of credit are renewed annually and were undrawn as of March 31, 2025.

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

The three and nine months ended September 30, 2023, have been adjusted to conform to the current year presentation.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Federal statutory rate 21.0 % 21.0 %

4 unchanged sentences

Foreign tax rate differential ( 2.7 ) 0.5

Business divestitures (1)

7.9 ( 5.9 ) 2.8 ( 1.6 )

Section 162(m) limitation on compensation 1.7 1.2

1 unchanged sentence

Effective income tax rate 13.7 % 15.8 %

____________________________________________

(1) Amounts in the three and nine months ended September 30, 2024, relate to the divestiture of our Europe Surface Transportation business.

Amounts in the three and nine months ended September 30, 2023, relate to the divestiture of our Argentina operations.

Refer to Note 14, Divestitures , for further discussion related to these divestitures.

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.

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We are continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.

During the third quarter of 2024, we recognized an increase to tax expense of approximately $ 11.5 million for non-deductible expenses related to the planned divestiture of our Europe Surface Transportation business.

Refer to Note 14, Divestitures for additional detail related to the divestiture of our Europe Surface Transportation business.

As of September 30, 2024, we have $ 24.2 million of unrecognized tax benefits and related interest and penalties.

It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities.

As of March 31, 2025, we have $ 23.9 million of unrecognized tax benefits and related interest and penalties.

It is possible the amount of unrecognized tax benefits could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities.

The total liability for unrecognized tax benefits is expected to decrease by approximately $ 1.1 million in the next 12 months due to the lapsing of statutes of limitations.

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A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Stock options $ — $ 1,082

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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.

The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units (“PSUs”) and shares, and time-based restricted stock units, to our key

employees and non-employee directors.

Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan.

There were 1,679,519 shares available for stock awards under the Plan as of September 30, 2024.

There were 652,818 shares available for stock awards under the Plan as of March 31, 2025.

Stock Options – We have awarded stock options to certain key employees that vest primarily based on their continued employment.

The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model.

Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value.

These grants are being expensed based on the terms of the awards.

As of September 30, 2024, unrecognized compensation expense related to stock options was $ 1.1 million.

These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of March 31, 2025.

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.

Stock Awards – We have awarded performance-based restricted shares, PSUs, and time-based restricted stock units.

Many of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time.

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 any post-vesting holding restrictions.

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Performance-based Awards

Beginning in 2021, we have awarded PSUs on an annual basis to certain key employees.

We have awarded PSUs on an annual basis 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.

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We award time-based restricted stock units to certain key employees.

Time-based awards granted through 2020 vest over a five-year period.

Beginning in 2021, we have granted time-based awards on an annual basis which vest over a three-year period.

These time-based awards are granted on an annual basis and 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.

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These awards have been expensed on the date of grant.

As of September 30, 2024, there was unrecognized compensation expense of $ 194.5 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs.

As of March 31, 2025, there was unrecognized compensation expense of $ 220.3 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.

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The following is a summary of the employee stock purchase plan activity (dollars in thousands):

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Shares purchased

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SEGMENT REPORTING

Our reportable 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.

We identify two reportable segments in addition to All Other and Corporate as summarized below:

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 include 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, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide.

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 Services 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 marketing of fresh fruits, vegetables, and other perishable items.

Managed Services 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 services across Europe.

The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer.

• 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 were primarily earned by our Europe Surface Transportation segment which was sold effective February 1, 2025.

Europe Surface Transportation provided transportation and logistics services including truckload and LTL transportation services across Europe.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.

Reportable segment information is as follows (dollars in thousands):

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended September 30, 2024

Total revenues $ 2,934,617 $ 1,141,190 $ 568,834 $ 4,644,641

Income (loss) from operations (1)

Three Months Ended March 31, 2025

NAST Global Forwarding Total

Revenues from external customers $ 2,868,420 $ 774,888 $ 3,643,308

Other revenues (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

2,450,096 590,260

Depreciation and amortization 4,904 2,608 16,436 23,948

Total assets (2)

Personnel expenses (2)

162,810 87,729

Average employee headcount 5,595 4,552 3,938 14,085

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended September 30, 2023

Total revenues $ 3,086,970 $ 719,045 $ 535,015 $ 4,341,030

Income (loss) from operations (1)

Other selling, general, and administrative expenses (2)

111,843 53,956

Depreciation and amortization 5,882 5,446 14,216 25,544

Total assets (2)

Segment operating income 143,671 42,943 186,614

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

Three Months Ended March 31, 2024

NAST Global Forwarding Total

Revenues from external customers $ 3,000,313 $ 858,637 $ 3,858,950

Other revenues (1)

Total consolidated revenues

Less significant segment expenses:

Purchased transportation and related services (2)

2,603,203 678,592

Average employee headcount 6,278 5,082 4,217 15,577

NAST Global Forwarding All Other and Corporate Consolidated

Nine Months Ended September 30, 2024

Total revenues $ 8,924,839 $ 2,921,050 $ 1,694,411 $ 13,540,300

Income (loss) from operations (1)

Personnel expenses (2)

175,625 96,463

Other selling, general, and administrative expenses (2)

112,590 52,030

Segment operating income 108,895 31,552 140,447

Other operating income (loss) (1)

Total consolidated operating income

Interest and other income/expenses, net

Income before provision for income taxes

_______________________________________

(1) Other revenues and other 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.

NAST Global Forwarding All Other and Corporate Consolidated

Three Months Ended March 31, 2025

Depreciation and amortization 4,809 2,139 18,694 25,642

3 unchanged sentences

NAST Global Forwarding All Other and Corporate Consolidated

Nine Months Ended September 30, 2023

Total revenues $ 9,470,425 $ 2,288,890 $ 1,615,241 $ 13,374,556

Income (loss) from operations (1)

364,002 63,254 ( 20,078 ) 407,178

Three Months Ended March 31, 2024

Depreciation and amortization 5,350 2,844 15,684 23,878

3 unchanged sentences

_________________________________________

(1) For three and nine months ended September 30, 2024, All Other and Corporate income (loss) from operations includes a $ 57.0 million loss on the planned divestiture of our Europe Surface Transportation business.

For three and nine months ended September 30, 2023, Global Forwarding income (loss) from operations includes a $ 23.6 million loss on the divestiture of our Argentina operations.

Refer to Note 14, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business and Argentina operations.

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

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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 (in thousands):

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 2,934,617 $ 1,141,190 $ 202,493 $ 4,278,300

— — 366,341 366,341

Total revenues $ 2,934,617 $ 1,141,190 $ 568,834 $ 4,644,641

Three Months Ended September 30, 2023

NAST Global Forwarding All Other and Corporate Total

Major Service Lines

Transportation and logistics services (1)

$ 3,086,970 $ 719,045 $ 223,392 $ 4,029,407

— — 311,623 311,623

Total revenues $ 3,086,970 $ 719,045 $ 535,015 $ 4,341,030

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

NAST Global Forwarding All Other and Corporate Total

4 unchanged sentences

Total revenues $ 2,868,420 $ 774,888 $ 403,432 $ 4,046,740

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

NAST Global Forwarding All Other and Corporate Total

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

We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of September 30, 2024, and revenue recognized in the three and nine months ended September 30, 2024, and 2023 resulting from contract liabilities, were not significant.

We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of March 31, 2025, and revenue recognized in the three months ended March 31, 2025, and 2024 resulting from contract liabilities, were not significant.

Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.

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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 commencement date as the total lease liability plus prepaid rents.

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.

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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 September 30, 2024.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of March 31, 2025.

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Lease Costs 2025 2024

4 unchanged sentences

___________________________

(1) Operating lease expense for the three and nine months ended September 30, 2024, includes $ 0.6 million and $ 4.8 million respectively, 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 13, Restructuring , for further discussion related to our 2024 Restructuring Program.

Nine Months Ended September 30,

(1) Operating lease expense for the three months ended March 31, 2025, includes a $ 6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

The impairment charge was determined by comparing the discounted cash flows of the head lease and sublease rental payments.

The impairment charge is included in All Other and Corporate and within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Three Months Ended March 31,

Other Lease Information 2025 2024

1 unchanged sentence

Right-of-use lease assets obtained in exchange for new lease liabilities 6,497 36,810

Lease Term and Discount Rate As of September 30, 2024 As of December 31, 2023

Lease Term and Discount Rate As of March 31, 2025 As of December 31, 2024

Weighted average remaining lease term (in years) 5.4 5.5

Weighted average discount rate 4.4 % 4.3 %

The maturities of lease liabilities as of September 30, 2024, were as follows (in thousands):

The maturities of lease liabilities as of March 31, 2025, were as follows (in thousands):

Maturity of Lease Liabilities Operating Leases

4 unchanged sentences

Present value of lease liabilities $ 338,849

_________________________________________

(1) Includes $ 12.1 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 14, Divestitures , for further discussion related to the planned sale of our Europe Surface Transportation business.

ALLOWANCE FOR CREDIT LOSSES

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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 as of September 30, 2024.

The allowance for credit losses on contract assets was not significant as of March 31, 2025.

A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):

2 unchanged sentences

Write-offs ( 2,742 )

Balance, September 30, 2024 (1)

Balance, March 31, 2025

_________________________________________

(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 14, 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 three and nine months ended September 30, 2024.

Recoveries of amounts previously written off were not significant for the three months ended March 31, 2025.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets.

The recorded balance on September 30, 2024, and December 31, 2023, was $ 72.3 million and $ 80.9 million, respectively.

The recorded balance on September 30, 2024, and December 31, 2023, is comprised solely of foreign currency adjustments, including foreign currency translation.

Accumulated other comprehensive loss includes $ 2.2 million of cumulative translation loss of foreign entities to be sold with the Europe Surface Transportation disposal group which is presented as held for sale.

Refer to Note 14, Divestitures , for further discussion related to the planned sale of our Europe Surface Transportation business.

Other comprehensive income was $ 29.5 million for the three months ended September 30, 2024, primarily driven by fluctuations in the Euro, Singapore Dollar, and Australian Dollar.

Other comprehensive loss was $ 14.9 million for the three months ended September 30, 2023, primarily driven by fluctuations in the Euro and Singapore Dollar.

Other comprehensive income was $ 8.7 million for the nine months ended September 30, 2024, primarily driven by fluctuations in the Singapore Dollar and Australian Dollar.

Other comprehensive loss was $ 19.0 million for the nine months ended September 30, 2023, primarily driven by fluctuations in the Singapore Dollar, Australian Dollar, Yuan, and Euro.

The recorded balance on March 31, 2025, and December 31, 2024, was $ 100.0 million and $ 110.4 million, respectively.

The recorded balance on March 31, 2025, and December 31, 2024, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 10.4 million for the three months ended March 31, 2025, primarily driven by fluctuations in the Euro and Singapore Dollar.

Other comprehensive loss was $ 19.5 million for the three months ended March 31, 2024, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar.

RESTRUCTURING

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In 2024, the Company began a restructuring program (the “2024 Restructuring Program”) to drive our enterprise strategy and reduce our cost structure.

The 2024 Restructuring Program will be executed in phases, focusing 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 of the first phase, which commenced in the first quarter of 2024, include:

1) optimizing our management hierarchy, which includes a reduction in workforce;

and 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects.

We have realigned our product and technology teams on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.

The primary initiatives of the second phase commenced in the second quarter of 2024.

These initiatives include the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases.

We expect all activities under the 2024 Restructuring program to be completed by the end of 2024.

We recognized restructuring charges of $ 4.4 million in the third quarter of 2024 primarily related to workforce reductions.

We anticipate recognizing an additional $ 10 million to $ 15 million of restructuring charges primarily related to the rationalization of our facilities footprint in the fourth quarter of 2024 to complete the 2024 Restructuring Program.

The amount of restructuring charges we recognize will depend upon the nature and scope of initiatives we identify and our ability to enact changes to our real estate footprint under existing operating leases.

We paid $ 17.8 million of cash related to the 2024 Restructuring Program in the nine months ended September 30, 2024.

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 included 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.

Accrued restructuring reserves were $ 1.5 million and $ 4.0 million as of March 31, 2025 and December 31, 2024, respectively.

We paid $ 2.5 million of cash in the first quarter of 2025 related to the 2024 Restructuring Program.

There is no further activity expected related to the 2024 Restructuring Program other than settling the $ 1.5 million of restructuring reserve remaining as of March 31, 2025.

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Severance (1)

$ 2,377 $ 18,590

Other personnel expenses (1)

4 unchanged sentences

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

The charges recognized in the three months ended September 30, 2024, primarily resulted from the second phase of the 2024 Restructuring Program while the charges recognized in the nine months ended September 30, 2024, also include initiatives under the first phase of the 2024 Restructuring Program as discussed above.

Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.

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

Three Months Ended September 30, 2024

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,238 $ 461 $ 1,098 $ 2,797

Other selling, general, and administrative expenses 560 855 217 1,632

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

NAST Global Forwarding All Other and Corporate Consolidated

4 unchanged sentences

Balance, December 31, 2024 $ 3,679 $ 344 $ 4,023

Restructuring charges 20,208 12,341 32,549

Cash payments ( 2,439 ) ( 28 ) ( 2,467 )

Settled non-cash — ( 10,599 ) ( 10,599 )

Accrual adjustments (1)

( 18 ) — ( 18 )

Balance, September 30, 2024 $ 3,457 $ — $ 3,457

________________________________

(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 $ 3.3 million of cash related to the 2022 Restructuring Program in the nine months ended September 30, 2024.

There is no further activity expected related to the 2022 Restructuring Program other than settling the remaining $ 0.3 million of accrued severance and other personnel expenses as of September 30, 2024.

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

Three Months Ended September 30, Nine Months Ended September 30,

Severance (1)

$ ( 265 ) $ 14,554

Other personnel expenses (1)

Other selling, general, and administrative expenses (2)

Total $ ( 139 ) $ 17,715

________________________________

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

Amounts recognized in the three months ended September 30, 3023, primarily relate to accrual adjustments for amounts settling for an amount different than originally estimated.

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

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

Three Months Ended September 30, 2023

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ ( 73 ) $ ( 87 ) $ ( 172 ) $ ( 332 )

Other selling, general, and administrative expenses 4 67 122 193

Nine Months Ended September 30, 2023

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ 1,083 $ 2,142 $ 13,168 $ 16,393

Other selling, general, and administrative expenses 8 230 1,084 1,322

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

Balance, December 31, 2023 $ 3,783

Restructuring charges 12

Cash payments ( 3,286 )

Accrual adjustments (1)

Balance, September 30, 2024 $ 319

Balance, March 31, 2025 $ 1,222 $ 316 $ 1,538

________________________________

1 unchanged sentence

Europe Surface Transportation Divestiture:

In the third quarter of 2024, we entered into an agreement to sell our Europe Surface Transportation business, which is included in our All Other and Corporate segment.

In 2024, we entered into an agreement with sennder Technologies GmbH 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 will include all assets and liabilities of the business other than our proprietary technology platform.

The sale is expected to close near the end of 2024, subject to certain customary conditions and regulatory approvals.

As of September 30, 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 September 30, 2024.

We recognized a $ 48.2 million loss on the disposal group classified as held for sale in the three and nine months ended September 30, 2024.

Including the direct costs incurred to sell the business and the loss on the disposal group, the total loss recognized was $ 57.0 million.

These amounts are included in our All Other and Corporate segment and within other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

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

Three Months Ended September 30, Nine Months Ended September 30,

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 of the assets and liabilities of the business other than our proprietary technology platform.

Upon entering into the agreement to sell the business in 2024, the assets and liabilities of our Europe Surface Transportation disposal group were classified as held for sale resulting in 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.

The sale closed effective February 1, 2025 with $ 27.7 million of consideration received at closing with additional consideration due in fixed equal installments on the 12-month and 18-month anniversary of the closing date subject to post closing working capital adjustments.

The remaining consideration due is collateralized by all current and future accounts receivable of the Europe Surface Transportation business.

Including the direct costs incurred to sell the business, an additional pre-tax loss of $ 2.4 million was recognized in the first quarter of 2025.

There are no remaining assets and liabilities held for sale as of March 31, 2025.

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):

Three Months Ended March 31,

Personnel expenses (1)

Other selling, general, and administrative expenses (2)

$ 57,036 $ 57,036

Income tax benefits (3)

( 2,113 ) ( 2,113 )

Total $ 1,328

________________________________

(1) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income and consist primarily of a $ 48.2 million loss on the disposal group and direct costs to sell.

(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 condensed consolidated statements of operations and comprehensive income.

(3) Amounts are included within provision for income taxes in our condensed 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 as of September 30, 2024, is presented below (in thousands):

September 30, 2024

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

December 31, 2024

Assets held for sale:

1 unchanged sentence

Receivables 114,721

Contract assets 4,445

Prepaid expenses, and other 664

Property and equipment 3,836

Goodwill and other intangible assets 31,297

Right-of-use lease assets 10,737

Other assets 3,366

Valuation allowance ( 32,794 )

2 unchanged sentences

Accounts payable $ 51,388

Accrued transportation expense 3,901

Accrued compensation 3,861

Other accrued liabilities 4,795

Lease liabilities 10,540

Other liabilities 5,485

Total liabilities held for sale (1)

3 unchanged sentences

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

South American Divestiture:

In the third quarter of 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 loss 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.

We recognized a $ 21.1 million loss on the assets and liabilities classified as held for sale in the three and nine months ended September 30, 2023, in addition to other miscellaneous costs to sell the business summarized below.

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

Three Months Ended September 30, Nine Months Ended September 30,

Severance and other personnel expenses (1)

$ 3,350 $ 3,350

Other selling, general, and administrative expenses (2)

21,252 21,252

Income tax benefits (3)

( 5,501 ) ( 5,501 )

Total $ 19,101 $ 19,101

________________________________

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

(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income and consist primarily of a $ 21.1 million loss on the disposal group.

(3) Amounts are included within provision for income taxes in our condensed 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):

Three Months Ended September 30, 2023

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ — $ 2,600 $ 750 $ 3,350

Other selling, general, and administrative expenses — 21,012 240 21,252

Income tax benefits — ( 5,501 ) — ( 5,501 )

Nine Months Ended September 30, 2023

NAST Global Forwarding All Other and Corporate Consolidated

Personnel expenses $ — $ 2,600 $ 750 $ 3,350

Other selling, general, and administrative expenses — 21,012 240 21,252

Income tax benefits — ( 5,501 ) — ( 5,501 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements