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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From         to        

Commission File Number: 000-23189

CHR_Logomark_299CP_CMYK (003).jpg

C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1883630
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
14701 Charlson Road
Eden Prairie, MN 55347
(Address of principal executive offices, including zip code)

952-937-8500
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueCHRWNasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of October 30, 2024, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 118,205,199.

C.H. ROBINSON WORLDWIDE, INC.
TABLE OF CONTENTS
 
 
 PART I. Financial Information 
Item 1.
Item 2.
Item 3.
Item 4.
PART II. Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except per share data)
 September 30, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$131,704 $145,524 
Receivables, net of allowance for credit loss of $14,973 and $14,229
2,630,350 2,381,963 
Contract assets, net of allowance for credit loss273,251 189,900 
Prepaid expenses and other137,871 163,307 
Assets held for sale165,810 — 
Total current assets3,338,986 2,880,694 
Property and equipment, net of accumulated depreciation and amortization132,632 144,718 
Goodwill1,446,695 1,473,600 
Other intangible assets, net of accumulated amortization30,987 43,662 
Right-of-use lease assets333,936 353,890 
Deferred tax assets220,738 214,619 
Other assets109,381 114,097 
Total assets$5,613,355 $5,225,280 
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable$1,325,874 $1,303,951 
Outstanding checks46,933 66,383 
Accrued expenses:
Compensation165,163 135,104 
Transportation expense212,608 147,921 
Income taxes7,178 4,748 
Other accrued liabilities161,870 159,435 
Current lease liabilities74,538 74,451 
Current portion of debt150,000 160,000 
Liabilities held for sale96,673 — 
Total current liabilities2,240,837 2,051,993 
Long-term debt1,411,356 1,420,487 
Noncurrent lease liabilities281,015 297,563 
Noncurrent income taxes payable24,215 21,289 
Deferred tax liabilities11,714 13,177 
Other long-term liabilities4,152 2,074 
Total liabilities3,973,289 3,806,583 
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, 118,083 and 116,768 outstanding
11,808 11,677 
Additional paid-in capital771,485 754,093 
Retained earnings5,713,207 5,620,790 
Accumulated other comprehensive loss(72,255)(80,946)
Treasury stock at cost (61,116 and 62,436 shares)
(4,784,179)(4,886,917)
Total stockholders’ investment1,640,066 1,418,697 
Total liabilities and stockholders’ investment$5,613,355 $5,225,280 
See accompanying notes to the condensed consolidated financial statements.
3
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(unaudited, in thousands except per share data)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Revenues:
Transportation$4,278,300 $4,029,407 $12,482,818 $12,442,199 
Sourcing366,341 311,623 1,057,482 932,357 
Total revenues4,644,641 4,341,030 13,540,300 13,374,556 
Costs and expenses:
Purchased transportation and related services3,575,983 3,421,960 10,501,362 10,546,551 
Purchased products sourced for resale333,405 284,221 958,547 842,020 
Personnel expenses361,559 343,532 1,101,868 1,103,915 
Other selling, general, and administrative expenses193,575 177,795 493,181 474,892 
Total costs and expenses4,464,522 4,227,508 13,054,958 12,967,378 
Income from operations180,119 113,522 485,342 407,178 
Interest and other income/expense, net(36,282)(20,748)(74,587)(67,272)
Income before provision for income taxes143,837 92,774 410,755 339,906 
Provision for income taxes46,608 10,825 94,371 45,750 
Net income97,229 81,949 316,384 294,156 
Other comprehensive income (loss)29,494 (14,891)8,691 (18,950)
Comprehensive income$126,723 $67,058 $325,075 $275,206 
Basic net income per share$0.81 $0.69 $2.65 $2.48 
Diluted net income per share$0.80 $0.68 $2.63 $2.46 
Basic weighted average shares outstanding119,860 118,464 119,542 118,532 
Dilutive effect of outstanding stock awards1,319 1,287 613 1,230 
Diluted weighted average shares outstanding121,179 119,751 120,155 119,762 
See accompanying notes to the condensed consolidated financial statements.


4
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment
(unaudited, in thousands, except per share data)
Common
Shares
Outstanding		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Stockholders’
Investment
Balance December 31, 2023116,768 $11,677 $754,093 $5,620,790 $(80,946)$(4,886,917)$1,418,697 
Net income92,904 92,904 
Foreign currency adjustments(19,490)(19,490)
Dividends declared, $0.61 per share
(74,065)(74,065)
Stock issued for employee benefit plans232 23 (29,768)19,020 (10,725)
Stock-based compensation expense— — 22,673 — 22,673 
Balance March 31, 2024117,000 11,700 746,998 5,639,629 (100,436)(4,867,897)1,429,994 
Net income126,251 126,251 
Foreign currency adjustments(1,313)(1,313)
Dividends declared, $0.61 per share
(74,006)(74,006)
Stock issued for employee benefit plans262 26 (10,435)20,352 9,943 
Stock-based compensation expense— — 19,572 — 19,572 
Balance June 30, 2024117,262 11,726 756,135 5,691,874 (101,749)(4,847,545)1,510,441 
Net income97,229 97,229 
Foreign currency adjustments29,494 29,494 
Dividends declared, $0.62 per share
(75,896)(75,896)
Stock issued for employee benefit plans821 82 (6,654)63,366 56,794 
Stock-based compensation expense— — 22,004 — 22,004 
Balance September 30, 2024118,083 $11,808 $771,485 $5,713,207 $(72,255)$(4,784,179)$1,640,066 
5
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment (Continued)
(unaudited, in thousands, except per share data)
Common
Shares
Outstanding		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Stockholders’
Investment
Balance December 31, 2022116,323 $11,632 $743,288 $5,590,440 $(88,860)$(4,903,078)$1,353,422 
Net income114,891 114,891 
Foreign currency adjustments2,477 2,477 
Dividends declared, $0.61 per share
(73,581)(73,581)
Stock issued for employee benefit plans430 44 (28,532)28,113 (375)
Stock-based compensation expense— — 15,607 — 15,607 
Repurchase of common stock(316)(32)(31,021)(31,053)
Balance March 31, 2023116,437 11,644 730,363 5,631,750 (86,383)(4,905,986)1,381,388 
Net income97,316 97,316 
Foreign currency adjustments(6,536)(6,536)
Dividends declared, $0.61 per share
(73,577)(73,577)
Stock issued for employee benefit plans228 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, 2023116,335 11,633 734,244 5,655,489 (92,919)(4,920,340)1,388,107 
Net income81,949 81,949 
Foreign currency adjustments(14,891)(14,891)
Dividends declared, $0.61 per share
(73,724)(73,724)
Stock issued for employee benefit plans130 14 (2,411)9,873 7,476 
Stock-based compensation expense— — 15,667 — 15,667 
Balance September 30, 2023116,465 $11,647 $747,500 $5,663,714 $(107,810)$(4,910,467)$1,404,584 
See accompanying notes to the condensed consolidated financial statements.
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C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
 Nine Months Ended September 30,
2024
2023(1)
OPERATING ACTIVITIES
Net income$316,384 $294,156 
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization72,880 75,899 
Provision for credit losses3,755 (4,032)
Stock-based compensation64,249 37,309 
Deferred income taxes(7,033)(35,269)
Excess tax benefit on stock-based compensation(5,509)(9,899)
Loss on disposal group held for sale48,232 21,113 
Other operating activities11,845 3,740 
Changes in operating elements:
Receivables(398,059)525,761 
Contract assets(88,171)52,810 
Prepaid expenses and other24,588 (7,632)
Right of use asset5,884 20,374 
Accounts payable and outstanding checks77,397 (122,312)
Accrued compensation33,921 (106,943)
Accrued transportation expense68,588 (42,481)
Accrued income taxes10,634 3,131 
Other accrued liabilities4,809 (2,636)
Lease liability(5,917)(17,737)
Other assets and liabilities2,677 (737)
Net cash provided by operating activities241,154 684,615 
INVESTING ACTIVITIES
Purchases of property and equipment(19,977)(25,889)
Purchases and development of software(39,122)(42,086)
Proceeds from sale of property and equipment— 1,324 
Net cash used for investing activities(59,099)(66,651)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans79,914 46,061 
Stock tendered for payment of withholding taxes(23,902)(23,754)
Repurchase of common stock— (63,884)
Cash dividends(220,256)(218,942)
Payments on long-term borrowings(10,000)— 
Proceeds from short-term borrowings2,461,500 2,778,750 
Payments on short-term borrowings(2,471,500)(3,169,750)
Net cash used for financing activities(184,244)(651,519)
Effect of exchange rates on cash and cash equivalents(653)(6,708)
Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale(2,842)(40,263)
Less: net increase in cash and cash equivalents within assets held for sale(10,978)(2,486)
Cash and cash equivalents, beginning of period145,524 217,482 
Cash and cash equivalents, end of period$131,704 $174,733 
_____________________________________________________
(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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C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. 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 operating through a network of offices located 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.
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. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
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. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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.

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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation2,320 403 378 3,101 
Balance, September 30, 2024 (1)
$1,191,133 $208,002 $77,566 $1,476,701 
_________________________________________
(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. 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. We first perform a qualitative assessment to determine whether it is more likely than not that 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 that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 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.
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Identifiable intangible assets consisted of the following (in thousands):
September 30, 2024
December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships(1)
$80,631 $(55,333)$25,298 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles(1)
$89,231 $(55,333)$33,898 $102,099 $(58,437)$43,662 
_________________________________________
(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. 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,
2024202320242023
Amortization expense$2,979 $5,724 $9,596 $17,312 
Finite-lived intangible assets, by reportable segment, as of September 30, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingTotal
Remainder of 2024$1,964 $628 $2,592 
20257,857 2,384 10,241 
20267,857 388 8,245 
20271,309 — 1,309 
2028— — — 
Total$22,387 
NOTE 3. FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that 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 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. 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. There were no transfers between levels during the period.
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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 ofCarrying value as of
September 30, 2024December 31, 2023MaturitySeptember 30, 2024December 31, 2023
Revolving credit facility6.08 %6.45 %November 2027$150,000 $160,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
5.75 %6.25 %November 2025489,729 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,627 595,945 
Total debt1,561,356 1,580,487 
Less: Current maturities and short-term borrowing(150,000)(160,000)
Long-term debt$1,411,356 $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 September 30, 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 $295.9 million on September 30, 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 a 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 a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.
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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 September 30, 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 $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.
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 or enter into sale and leaseback transactions above certain limits; and consolidate, or 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 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.
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NOTE 5. INCOME TAXES
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,
2024202320242023
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit3.2 2.8 2.7 2.4 
Share based payment awards(2.7)(1.5)(1.4)(2.9)
Foreign tax credits13.7 (9.0)3.8 (4.8)
Other U.S. tax credits and incentives(5.1)(6.1)(5.8)(4.5)
Foreign tax rate differential(4.5)8.4 (0.4)2.1 
Business divestitures (1)
7.9 (5.9)2.8 (1.6)
Section 162(m) limitation on compensation1.1 1.5 1.0 1.1 
Other(2.2)0.5 (0.7)0.7 
Effective income tax rate32.4 %11.7 %23.0 %13.5 %
____________________________________________
(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. 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 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. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.3 million in the next 12 months due to the lapsing of statutes of limitations. 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 2019.
NOTE 6. 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 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,
2024202320242023
Stock options$1,094 $2,218 $3,258 $6,678 
Stock awards20,330 12,836 58,530 27,828 
Company expense on ESPP discount580 613 2,461 2,803 
Total stock-based compensation expense$22,004 $15,667 $64,249 $37,309 
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
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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.
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.
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. 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. 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.
Performance-based Awards
Beginning in 2021, 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. 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.
Time-based Awards
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 awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 318,801 PSUs at target and 604,468 time-based restricted stock units in February 2024 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $73.66 and provide for two-years of post-termination vesting upon a qualified retirement.
We have also awarded restricted stock units to certain key employees and non-employee directors which are fully vested upon date of grant. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. 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. 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 (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended September 30, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
35,074 $3,290 $580 
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NOTE 7. 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. 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 condensed 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 often unable 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 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:
•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 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. 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, 2023. 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.
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Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2024
Total revenues$2,934,617 $1,141,190 $568,834 $4,644,641 
Income (loss) from operations(1)
148,767 88,115 (56,763)180,119 
Depreciation and amortization4,904 2,608 16,436 23,948 
Total assets(2)
3,026,031 1,566,427 1,020,897 5,613,355 
Average employee headcount5,595 4,552 3,938 14,085 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2023
Total revenues$3,086,970 $719,045 $535,015 $4,341,030 
Income (loss) from operations(1)
112,121 3,491 (2,090)113,522 
Depreciation and amortization5,882 5,446 14,216 25,544 
Total assets(2)
3,162,720 1,081,262 1,073,685 5,317,667 
Average employee headcount6,278 5,082 4,217 15,577 

NASTGlobal ForwardingAll Other and CorporateConsolidated
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)
398,764 160,649 (74,071)485,342 
Depreciation and amortization15,779 8,245 48,856 72,880 
Total assets(2)
3,026,031 1,566,427 1,020,897 5,613,355 
Average employee headcount5,800 4,714 4,023 14,537 
NASTGlobal ForwardingAll Other and CorporateConsolidated
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 
Depreciation and amortization17,389 16,410 42,100 75,899 
Total assets(2)
3,162,720 1,081,262 1,073,685 5,317,667 
Average employee headcount6,574 5,276 4,390 16,240 
_________________________________________
(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.
(2) All cash and cash equivalents are included in All Other and Corporate.
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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 (in thousands):
Three Months Ended September 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,934,617 $1,141,190 $202,493 $4,278,300 
Sourcing(2)
— — 366,341 366,341 
Total revenues$2,934,617 $1,141,190 $568,834 $4,644,641 
Three Months Ended September 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,086,970 $719,045 $223,392 $4,029,407 
Sourcing(2)
— — 311,623 311,623 
Total revenues$3,086,970 $719,045 $535,015 $4,341,030 
Nine Months Ended September 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$8,924,839 $2,921,050 $636,929 $12,482,818 
Sourcing(2)
— — 1,057,482 1,057,482 
Total revenues$8,924,839 $2,921,050 $1,694,411 $13,540,300 
Nine Months Ended September 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$9,470,425 $2,288,890 $682,884 $12,442,199 
Sourcing(2)
— — 932,357 932,357 
Total revenues$9,470,425 $2,288,890 $1,615,241 $13,374,556 
____________________________________________
(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 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. 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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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 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 September 30, 2024.
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,
Lease Costs2024202320242023
Operating lease expense(1)
$24,615 $25,285 $77,045 $74,711 
Short-term lease expense513 1,346 3,196 4,246 
Total lease expense$25,128 $26,631 $80,241 $78,957 
___________________________ 
(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,
Other Lease Information20242023
Operating cash flows from operating leases$72,916 $72,073 
Right-of-use lease assets obtained in exchange for new lease liabilities57,854 44,184 
Lease Term and Discount RateAs of September 30, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.65.9
Weighted average discount rate4.2 %3.9 %
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The maturities of lease liabilities as of September 30, 2024, were as follows (in thousands):
Maturity of Lease Liabilities
Operating Leases(1)
Remaining 2024$17,514 
202595,429 
202681,013 
202763,626 
202847,339 
Thereafter109,177 
Total lease payments414,098 
Less: Interest(46,420)
Present value of lease liabilities$367,678 
_________________________________________
(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.
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 as of September 30, 2024.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision3,379 
Write-offs(2,211)
Balance, September 30, 2024 (1)
$15,397 
_________________________________________
(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.
NOTE 12. 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.
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NOTE 13: RESTRUCTURING
2024 Restructuring Program: 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.
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,
20242024
Severance(1)
$2,377 $18,590 
Other personnel expenses(1)
420 1,618 
Other selling, general, and administrative expenses(2)
1,632 12,341 
Total $4,429 $32,549 
________________________________ 
(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. 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.
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The following table summarizes restructuring charges related to our 2024 Restructuring Program by reportable segment (in thousands):
Three Months Ended September 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$1,238 $461 $1,098 $2,797 
Other selling, general, and administrative expenses560 855 217 1,632 
Nine Months Ended September 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$9,022 $5,855 $5,331 $20,208 
Other selling, general, and administrative expenses6,214 2,413 3,714 12,341 

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 ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges20,208 12,341 32,549 
  Cash payments(16,046)(1,727)(17,773)
  Settled non-cash— (10,599)(10,599)
  Accrual adjustments(1)
(705)(15)(720)
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,
20232023
Severance(1)
$(265)$14,554 
Other personnel expenses(1)
(67)1,839 
Other selling, general, and administrative expenses(2)
193 1,322 
Total $(139)$17,715 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income. Amounts recognized in the three months ended September 30, 3023, primarily relate to accrual adjustments for amounts settling for an amount different than originally estimated.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
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The following table summarizes restructuring charges related to our 2022 Restructuring Program by reportable segment (in thousands):
Three Months Ended September 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$(73)$(87)$(172)$(332)
Other selling, general, and administrative expenses4 67 122 193 
Nine Months Ended September 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,083 $2,142 $13,168 $16,393 
Other selling, general, and administrative expenses8 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 charges12 
  Cash payments(3,286)
  Accrual adjustments(1)
(190)
Balance, September 30, 2024$319 
________________________________ 
(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.
NOTE 14: DIVESTITURES
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.
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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,
20242024
Other selling, general, and administrative expenses(1)
$57,036 $57,036 
Income tax benefits(2)
(2,113)(2,113)
Total $54,923 $54,923 
________________________________ 
(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 
Receivables149,259 
Contract assets4,445 
Prepaid expenses, and other664 
Property and equipment3,836 
Goodwill and other intangible assets32,915 
Right-of-use lease assets11,945 
Valuation allowance(48,232)
Total assets held for sale(1)
$165,810 
Liabilities held for sale:
Accounts payable$71,991 
Accrued transportation expense3,901 
Accrued compensation3,861 
Other accrued liabilities4,795 
Lease liabilities12,125 
Total liabilities held for sale(1)
$96,673 
Cumulative translation loss of foreign entities to be sold(2)