DIVESTITURES

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

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. 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,
	2024		2024
Other selling, general, and administrative expenses(1)	$	57,036	$	57,036
Income tax benefits(2)	(2,113)		(2,113)
Total	$	54,923	$	54,923

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(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.

(2) 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):


	As of September 30, 2024
Assets held for sale:
Cash and cash equivalents	$	10,978
Receivables	149,259
Contract assets	4,445
Prepaid expenses, and other	664
Property and equipment	3,836
Goodwill and other intangible assets	32,915
Right-of-use lease assets	11,945
Valuation allowance	(48,232)
Total assets held for sale(1)	$	165,810

Liabilities held for sale:
Accounts payable	$	71,991
Accrued transportation expense	3,901
Accrued compensation	3,861
Other accrued liabilities	4,795
Lease liabilities	12,125

Total liabilities held for sale(1)	$	96,673

Cumulative translation loss of foreign entities to be sold(2)	$	2,220

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

(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,
	2023		2023
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

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(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)