DIVESTITURES

9 Months Ended

Sep. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Europe Surface Transportation Divestiture: 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 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 the third quarter of 2024, the assets and liabilities of our Europe Surface Transportation disposal group were classified as held for sale at fair value less any direct costs incurred to sell. 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 our selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

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. We recognized net favorable post-closing working capital adjustments of $0.2 million in the three months ended September 30, 2025 and transaction related expenses net of post-closing working capital adjustments of $2.6 million in the nine months ended September 30, 2025. There are no remaining assets and liabilities held for sale as of September 30, 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 September 30,		Nine Months Ended September 30,
	2025		2025
Personnel expenses(1)	$	—	$	1,194
Other selling, general, and administrative expenses(2)	(176)		1,413
Income tax benefits(3)	(69)		(1,169)
Total	$	(245)	$	1,438


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
Other selling, general, and administrative expenses(2)	$	57,036	$	57,036
Income tax benefits(3)	(2,113)		(2,113)
Total	$	54,923	$	54,923

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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. For the three and nine months ended September 30, 2024, the amounts consist primarily of a $48.2 million loss on the disposal group and direct costs to sell.

(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 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

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

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