Financial Data and Key Metrics Changes - The company reported a 39% year-over-year increase in income from operations for Q1 [6] - Total operating expenses declined by $34 million or 6.5% year-over-year [28] - The average headcount in Q1 was down 11% compared to Q1 of last year [28] Business Line Data and Key Metrics Changes - In North American Surface Transportation (NAST), the company outgrew the market in both truckload and LTL, with truckload volume down 4.5% year-over-year and LTL volume growing 1% year-over-year [14][15] - NAST gross margin improved by 140 basis points year-over-year [17] - Global Forwarding saw continued new business wins and expense optimization, contributing to overall margin expansion [6][10] Market Data and Key Metrics Changes - The Q1 CAS freight shipment index was down 6.3% year-over-year, while the company's overall NAST volume declined by only 1% year-over-year [14] - The percentage of ocean and air volume from the China to US trade lane decreased from approximately 35% to less than 25% from 2024 [10] Company Strategy and Development Direction - The company is focused on disciplined execution of strategies to take market share and expand margins, regardless of market conditions [5][10] - There is an emphasis on leveraging artificial intelligence and automation to enhance customer and carrier experiences [6][21] - The company aims to diversify supply chains and reduce dependence on specific trade lanes [9][10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged challenges from new tariffs and fluid trade policies, which have created market uncertainty [8] - The company remains confident in its strategy and the resilience of its workforce to navigate through market dynamics [10][11] - Management expressed optimism about the runway for further improvement due to the disciplined execution of the new operating model [32] Other Important Information - The effective tax rate for Q1 was 13.7%, with expectations for the full year to be in the range of 18% to 20% [30] - The company generated $106.5 million in cash from operations in Q1 [30] - The company returned $175 million to shareholders in Q1 through share repurchases and dividends [31] Q&A Session Summary Question: Weather impact on trucking market - Management acknowledged weather impacts in January and March but emphasized their improved operating model allowed for proactive management of these events [41][44] Question: International markets and global forwarding - Management discussed the ongoing scenario planning due to market volatility and the benefits of diversifying supply chains away from China [51][52] Question: April performance and truckload capacity - Management refrained from providing specific guidance for April but noted that Q2 is typically stronger seasonally [63][66] - There is a continued exit of truckload capacity from the marketplace, but no significant market inflections have been observed [68] Question: AGP deceleration and CapEx - Management clarified that the AGP deceleration was due to tougher comparisons and not indicative of a significant trend [74] - The reduction in CapEx was described as a strategic adjustment rather than a cut to essential initiatives [75] Question: Headcount and market aggressiveness - Management explained that the headcount decline was influenced by the divestiture of the European Surface Transportation business and emphasized dynamic management of personnel expenses [86] - The company is being smarter in the marketplace, leveraging technology to make informed decisions [89][90]

Financial Data and Key Metrics Changes - The company reported a 39% year-over-year increase in income from operations for Q1 [6] - Total operating expenses declined by $34 million or 6.5% year-over-year [27] - Average headcount in Q1 was down 11% compared to Q1 of last year [27] - The effective tax rate for the quarter was 13.7%, with an expected full-year rate of 18% to 20% [29] Business Line Data and Key Metrics Changes - In North American Surface Transportation (NAST), truckload volume was down 4.5% year-over-year but up 3.5% sequentially, while LTL volume grew 1% year-over-year and 1.5% sequentially [13] - NAST gross margin improved by 140 basis points year-over-year [15] - Global Forwarding saw a decline in ocean bookings out of China due to customers reducing purchases to mitigate tariff exposure [7][9] Market Data and Key Metrics Changes - The Q1 CAS freight shipment index was down 6.3% year-over-year and down 3.5% sequentially [13] - The percentage of ocean and air volume from the China to US trade lane declined from approximately 35% to less than 25% from 2024 [9][51] Company Strategy and Development Direction - The company is focused on disciplined execution of strategies to take market share and expand margins, regardless of market conditions [5] - There is an emphasis on leveraging artificial intelligence and automation to enhance customer and carrier experiences [6][20] - The company aims to diversify its supply chain offerings and reduce dependence on specific trade lanes [8][9] Management's Comments on Operating Environment and Future Outlook - Management noted that new tariffs and fluid trade policies have created market uncertainty, impacting customer purchasing behavior [7] - The company remains confident in its strategy and the resilience of its employees despite market challenges [9] - Management expressed optimism about the company's ability to improve operational execution and financial performance across market cycles [37] Other Important Information - The company generated $106.5 million in cash from operations in Q1 and ended with approximately $1.16 billion in liquidity [29][30] - The company returned $175 million to shareholders in Q1 through share repurchases and dividends [30] Q&A Session Summary Question: Weather impact on trucking market - Management acknowledged weather impacts in January and March but emphasized their proactive approach to managing these challenges [40][42] Question: International markets and global forwarding - Management discussed the ongoing scenario planning due to market volatility and the benefits of diversifying supply chains away from China [48][51] Question: April outlook and truckload capacity - Management refrained from providing specific guidance for April but noted that Q2 is typically stronger [62] - They confirmed that capacity is continuing to exit the marketplace, but no significant market inflections have been observed [66][68] Question: AGP deceleration and CapEx - Management clarified that the AGP deceleration was due to tougher comparisons and not indicative of a significant trend [71] - They adjusted CapEx guidance based on the outlook and prioritization of initiatives [72] Question: Headcount and market aggressiveness - Management explained that the headcount decline was influenced by the divestiture of the European Surface Transportation business and emphasized dynamic workforce management [85] - They confirmed a strategic focus on balancing market share growth with margin expansion [88][91]

FOR IMMEDIATE RELEASE C.H. Robinson Reports 2025 First Quarter Results Eden Prairie, MN, April 30, 2025 - C.H. Robinson Worldwide, Inc. ("C.H. Robinson") (Nasdaq: CHRW) today reported financial results for the quarter ended March 31, 2025. First Quarter Highlights: Adjusted operating margin, adjusted operating margin, excluding lease impairment charge and loss on divestiture, and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP mea ...

Financial Performance Highlights - Total revenues decreased by 8.3% year-over-year to $4.0 billion[10] - Adjusted Gross Profits increased by 2.3% year-over-year to $673 million[10] - Income from Operations increased significantly by 39.1% year-over-year to $177 million[10] - Net Income per Share increased by 42.3% year-over-year to $1.11[10] Segment Performance - NAST (North American Surface Transportation) adjusted gross profits increased by 5.3% year-over-year[14], with truckload AGP increasing by 6.9% to $252.0 million and LTL AGP increasing by 4.9% to $146.4 million[19] - Global Forwarding adjusted gross profits increased by 2.5% year-over-year[14], with ocean AGP increasing by 2.2% to $115.3 million and air AGP increasing by 7.1% to $32.3 million[28] - All Other & Corporate adjusted gross profits decreased by 13.0% year-over-year[14], with Other Surface Transportation AGP declining significantly by 74.1% due to the divestiture of the Europe Surface Transportation business[18, 34] Operational Improvements and Strategies - NAST gained market share in truckload and LTL, increasing AGP per shipment year-over-year through disciplined pricing and cost advantages[12] - Global Forwarding grew ocean volume year-over-year, with ocean and air AGP per shipment also increasing year-over-year[12] - The company is focused on streamlining processes, applying Lean principles, and leveraging generative AI to optimize costs and drive operating leverage[12]

Core Viewpoint - C.H. Robinson (CHRW) is expected to report first-quarter 2025 results on April 30, with earnings per share estimated at $1.02, reflecting an 18.6% increase year-over-year, despite a 3.8% downward revision in estimates over the past 60 days [1][2]. Financial Estimates - The Zacks Consensus Estimate for revenues is projected at $4.3 billion, indicating a 2.2% decrease from first-quarter 2024 actuals [1]. - Revenue estimates for the transportation segment are pegged at $4.1 billion, slightly down from the previous year [3]. - North American Surface Transportation revenues are estimated at $3 billion, a 0.7% decline from the year-ago figure [4]. - Global Forwarding segment revenues are anticipated to be $906.4 million, representing a 23.3% increase year-over-year [4]. Operational Insights - CHRW's operational efficiency, driven by cost-cutting initiatives, is expected to positively impact bottom-line performance [5]. - The company has a strong earnings history, surpassing the Zacks Consensus Estimate in the last four quarters with an average beat of 21.7% [2]. Earnings Prediction Model - The current model does not predict an earnings beat for CHRW, as it has an Earnings ESP of +1.36% and a Zacks Rank of 4 (Sell) [6].

Market Overview - The wearable robotic exoskeleton market is projected to grow significantly, driven by advancements in robotics, rehabilitation technologies, and workplace safety [1] - The market is expected to reach USD 30.56 billion by 2032, with a CAGR of 43.1% during the forecast period [1] - North America held a market share of 38.64% in 2024, indicating strong regional dominance [1] Technological Innovations - Key trends include the integration of AI and advanced sensor technologies to enhance precision and user experience [2] - AI-powered exoskeletons can adapt to user movements, providing personalized assistance and improving rehabilitation outcomes [2] - Advanced sensors enable intuitive control, making the technology more accessible and effective across various sectors [2] Company Developments - KULR Technology Group, Inc. has partnered with German Bionic to expand into the robotics market, focusing on AI-powered exoskeletons for the U.S. workforce [3][4] - KULR has established a dedicated business unit, KULR AI & Robotics, to drive innovation in robotic solutions [3] - The partnership aims to enhance battery performance and thermal management for high-performance robotics applications [4] Product Impact - The sixth-generation Apogee ULTRA exoskeleton is designed for large-scale deployment, significantly enhancing human energy output and reducing workplace injuries [5] - This technology has shown success in various sectors, including logistics, manufacturing, and healthcare, driving returns on investment and employee satisfaction [5] Other Market Activities - C.H. Robinson Worldwide, Inc. is set to release its Q1 2025 results, indicating ongoing activity in the logistics sector [6] - Pitney Bowes has been recognized as the Top Company in Shipping Software for 2025, highlighting its commitment to innovation in logistics technology [8][9] - GXO Logistics, Inc. has formed a strategic partnership with Hisense to manage logistics operations, showcasing growth in logistics management [9][10]

Company Overview - C.H. Robinson Worldwide (CHRW) shares increased by 5.7% to $91.94 in the last trading session, following a significant trading volume, contrasting with an 11.3% loss over the past four weeks [1][2] Earnings Expectations - The company is projected to report quarterly earnings of $1.05 per share, reflecting a year-over-year increase of 22.1%. Revenue is expected to be $4.41 billion, a slight decrease of 0.2% from the previous year [3] - The consensus EPS estimate for the quarter has been revised down by 0.5% over the last 30 days, indicating a negative trend in earnings estimate revisions, which typically does not lead to price appreciation [4] Industry Context - C.H. Robinson is part of the Zacks Transportation - Services industry, which includes other companies like CryoPort, Inc. (CYRX). CYRX shares rose by 8.3% to $5.36, but have seen a decline of 25.6% over the past month [4] - For CryoPort, the consensus EPS estimate has increased by 17.9% over the past month to -$0.28, representing a year-over-year change of 34.9% [5]

Core Insights - C.H. Robinson Worldwide, Inc. (CHRW) is experiencing benefits from effective cost-cutting measures and strong liquidity, although it faces challenges from a freight recession [1][2][7]. Group 1: Financial Performance - The company reported significant year-over-year improvements in gross and operating margins in Q4 2024, despite the freight recession [2]. - Operating expenses decreased by 2% year-over-year to $500.8 million, with personnel expenses also down by 2.1% to $354.4 million due to cost optimization and productivity gains [3]. - Cash returned to shareholders in the first nine months of 2024 totaled $282.8 million, including $218.9 million in dividends and $63.9 million in share repurchases [4]. Group 2: Liquidity and Market Position - C.H. Robinson has maintained a strong liquidity position, with a current ratio of 1.28 at the end of 2024, indicating sufficient assets to meet short-term obligations [5]. - The company's shares have increased by 26.2% over six months, contrasting with a 22.3% decline in the Transportation-Services industry [6]. Group 3: Market Challenges - The logistics industry is facing significant economic challenges, including a prolonged freight recession and disruptions from severe weather events, which have contributed to a 3.2% year-over-year decline in shipments [9][10]. - The company must navigate inherent volatility in the logistics sector, which is affected by seasonal market tightness and geopolitical factors, complicating pricing and procurement strategies [10].

Core Viewpoint - C.H. Robinson Worldwide reported mixed fourth-quarter 2024 results, with earnings exceeding estimates but revenues falling short, indicating potential challenges in the market [2][3]. Financial Performance - Quarterly earnings per share were $1.21, surpassing the Zacks Consensus Estimate of $1.12, and reflecting a 142% year-over-year improvement [2]. - Total revenues amounted to $4.18 billion, missing the Zacks Consensus Estimate of $4.47 billion, and decreased by 0.9% year over year due to lower volume and pricing in truckload services, partially offset by higher pricing in ocean services [3]. - Adjusted gross profits increased by 10.7% year over year to $684.6 million, driven by higher adjusted gross profit per transaction in truckload and ocean services [3]. Segmental Results - North American Surface Transportation revenues were $2.80 billion, down 6.6% year over year, attributed to lower truckload volume and pricing due to an oversupply of truckload capacity [5]. - Global Forwarding revenues grew by 24.7% year over year to $883.96 million, supported by higher pricing in ocean services, with adjusted gross profits rising by 25.6% to $203.8 million [6]. - Revenues from other sources decreased by 2.8% year over year to $497.98 million [6]. Operating Metrics - Adjusted operating margin improved to 26.8%, an increase of 940 basis points from the previous year, while operating expenses decreased by 2.0% to $500.8 million [4]. - The transportation unit delivered an adjusted gross profit of $684.62 million, up 10.7% from the prior year, with notable growth in ocean (28.2%) and air (44.8%) services [7]. Balance Sheet and Cash Flow - Cash and cash equivalents at the end of the fourth quarter were $145.76 million, up from $131.70 million in the prior quarter, while long-term debt decreased to $921.85 million from $1.41 billion [8]. - Cash generated from operations was $267.9 million, significantly higher than $47.3 million in the prior-year quarter, driven by an increase in net income and changes in net operating working capital [9]. Shareholder Returns and Capital Expenditures - The company returned $82.8 million to shareholders, including $74.5 million in dividends and $8.3 million in share repurchases, with capital expenditures totaling $15.2 million in the reported quarter [10]. - Expected capital expenditures for 2025 are projected to be between $75 million and $85 million [11]. Market Outlook - Estimates for C.H. Robinson have trended upward over the past month, indicating a positive outlook for the stock [12][14]. - The company holds a Zacks Rank 3 (Hold), suggesting an expectation of an in-line return in the coming months [14].

[Part I - Business and Risk Factors](index=5&type=section&id=Part%20I) [Business Overview](index=5&type=section&id=Item%201.%20Business) C.H. Robinson is a major global logistics provider with $17.7 billion in 2024 revenues, operating through NAST and Global Forwarding segments, leveraging its Navisphere® technology to connect customers and carriers for diverse logistics services, with transportation accounting for 95% of adjusted gross profits - In 2024, C.H. Robinson generated consolidated total revenues of **$17.7 billion**, managed approximately **37 million shipments**, and connected **83,000 customers** with **450,000 carriers** via its proprietary technology platform[16](index=16&type=chunk)[18](index=18&type=chunk) - The company's business is structured into two primary reportable segments: North American Surface Transportation (NAST) and Global Forwarding, with other segments reported under 'All Other and Corporate'[20](index=20&type=chunk) - Transportation services accounted for approximately **95% of adjusted gross profits** in 2024, with sourcing services (Robinson Fresh) making up the remaining **5%**[34](index=34&type=chunk)[37](index=37&type=chunk) Adjusted Gross Profits by Transportation Mode (in thousands) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Truckload | $1,072,691 | $1,039,079 | $1,561,310 | | LTL | $572,169 | $550,373 | $632,116 | | Ocean | $519,970 | $420,883 | $729,839 | | Air | $135,901 | $123,470 | $198,166 | | Customs | $107,480 | $97,096 | $107,691 | | Other Logistics Services | $225,599 | $255,735 | $251,547 | | **Total** | **$2,633,810** | **$2,486,636** | **$3,480,669** | [Human Capital and Sustainability](index=12&type=section&id=Human%20Capital%20and%20Sustainability) As of December 31, 2024, the company employed 13,781 people globally, focusing on talent development and a performance-driven culture, while also exceeding its 2025 Scope 1 and 2 carbon intensity reduction goal two years early - As of December 31, 2024, the company had **13,781 employees** in **38 countries**, with **9,523** in North America[67](index=67&type=chunk)[70](index=70&type=chunk) - Employee turnover in 2024 was **23%**, with a voluntary turnover rate of **13%**, which is noted as being lower than industry peers[73](index=73&type=chunk) - The company's equity compensation program grants equity to about **10% of employees**, and **32%** of eligible employees participate in the employee stock purchase plan[83](index=83&type=chunk) - The company met and exceeded its science-aligned goal to reduce Scope 1 and 2 carbon intensity by **40% by 2025**, achieving this milestone in 2023[88](index=88&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks including economic downturns, intense competition, reliance on technology and cybersecurity, international operational challenges, staffing issues, potential AI liabilities, customer concentration, and various regulatory and legal exposures - Economic downturns pose a significant risk, potentially leading to decreased freight volumes, increased customer credit risk, and failures of transportation providers[102](index=102&type=chunk)[104](index=104&type=chunk) - The company is heavily reliant on its proprietary and third-party technology, making it vulnerable to cybersecurity events like ransomware and phishing, which could cause material service outages and reputational damage[110](index=110&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) - A significant portion of revenue is derived from top customers; in 2024, the top 100 customers accounted for **34% of consolidated total revenues**, with the largest single customer representing **2%**[118](index=118&type=chunk) - The company is subject to claims arising from transportation operations, including accidents involving third-party carriers, and maintains an umbrella liability policy of **$125 million** with a retention of up to **$10 million**[126](index=126&type=chunk)[127](index=127&type=chunk) - The sourcing business is exposed to product liability risks, such as contamination and recalls, and carries product liability insurance of **$125 million** and product recall/contamination insurance of **$30 million**[128](index=128&type=chunk) [Cybersecurity](index=23&type=section&id=Item%201C.%20Cybersecurity) The company's cybersecurity program, managed by a CISO and global team, aligns with NIST standards, undergoes regular audits, and is overseen by the Board's Audit Committee, supported by an ERM program and cybersecurity risk insurance - Cybersecurity is managed by a global team led by the Chief Information Security Officer, with oversight from the Board's Audit Committee, which receives quarterly updates[139](index=139&type=chunk)[148](index=148&type=chunk) - The company's cybersecurity framework is aligned with NIST standards and undergoes regular independent assessments, including SOC 2 Type 2 audits for key applications[146](index=146&type=chunk) - Processes are in place to manage risks from third-party technology, and the company maintains a cybersecurity risk insurance policy to limit financial exposure from incidents[144](index=144&type=chunk)[145](index=145&type=chunk) [Part II - Financial Information](index=25&type=section&id=Part%20II) [Stockholder Matters and Equity Purchases](index=25&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) C.H. Robinson's common stock trades on Nasdaq, with **6,763,445 shares** remaining for repurchase authorization as of December 31, 2024, though Q4 2024 purchases were solely for tax obligations under stock incentive plans - As of December 31, 2024, **6,763,445 shares** remained available for repurchase under the company's authorized plan[161](index=161&type=chunk) Issuer Purchases of Equity Securities (Q4 2024) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | :--- | :--- | :--- | :--- | | October 2024 | 2,182 | $109.27 | — | | November 2024 | 10,184 | $106.69 | — | | December 2024 | 67,479 | $103.58 | — | | **Fourth quarter 2024** | **79,845** | **$104.13** | **—** | - The shares purchased in Q4 2024 were shares surrendered to satisfy statutory tax withholding obligations under stock incentive plans, not open market repurchases[162](index=162&type=chunk) [Management's Discussion and Analysis (MD&A)](index=28&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, total revenues increased slightly to **$17.7 billion**, net income rose significantly to **$465.7 million**, and adjusted gross profits grew **6.2%** to **$2.8 billion**, despite mixed market conditions and one-time restructuring and divestiture charges Consolidated Financial Highlights (2024 vs. 2023) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $17,725M | $17,596M | 0.7% | | Adjusted Gross Profits | $2,765M | $2,605M | 6.2% | | Income from Operations | $669.1M | $514.6M | 30.0% | | Net Income | $465.7M | $325.1M | 43.2% | | Diluted EPS | $3.86 | $2.72 | 41.9% | | Adjusted Operating Margin | 24.2% | 19.8% | 440 bps | - Market conditions in 2024 were mixed: the North American surface transportation market was soft with excess carrier capacity, while the global forwarding market experienced volatility and elevated rates due to geopolitical factors like the Red Sea conflict[168](index=168&type=chunk)[169](index=169&type=chunk) - The company recorded significant one-time expenses in 2024, including a **$44.5 million** loss on the divestiture of its Europe Surface Transportation business and **$45.7 million** in charges from its 2024 Restructuring Program[172](index=172&type=chunk)[180](index=180&type=chunk)[373](index=373&type=chunk) [Segment Performance](index=32&type=section&id=Segment%20Performance) In 2024, NAST operating income grew **15.5%** to **$531.3 million**, Global Forwarding operating income surged **147.6%** to **$212.5 million** due to favorable ocean conditions, while the All Other and Corporate segment reported a wider operating loss of **$74.6 million**, impacted by divestiture NAST Segment Performance (2024 vs. 2023) | Metric (NAST) | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $11,728M | $12,471M | (6.0)% | | Adjusted Gross Profits | $1,641M | $1,594M | 3.0% | | Income from Operations | $531.3M | $460.0M | 15.5% | Global Forwarding Segment Performance (2024 vs. 2023) | Metric (Global Forwarding) | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $3,805M | $2,998M | 26.9% | | Adjusted Gross Profits | $802.5M | $689.4M | 16.4% | | Income from Operations | $212.5M | $85.8M | 147.6% | All Other and Corporate Segment Performance (2024 vs. 2023) | Metric (All Other & Corp) | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $2,192M | $2,128M | 3.0% | | Adjusted Gross Profits | $321.3M | $321.4M | 0.0% | | Loss from Operations | $(74.6)M | $(31.2)M | N/M | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company generated **$509.1 million** in operating cash flow in 2024, used cash for **$74.3 million** in capital expenditures, **$294.8 million** in dividends, and **$204.0 million** in net debt repayments, with total debt at **$1.38 billion** as of year-end 2024 Cash Flow Summary (in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Cash from Operating Activities | $509,084 | $731,946 | | Cash used for Investing Activities | $(74,288) | $(82,787) | | Cash used for Financing Activities | $(416,099) | $(717,833) | - Total debt as of December 31, 2024, was **$1.38 billion**, down from **$1.58 billion** at year-end 2023[200](index=200&type=chunk)[304](index=304&type=chunk) - The company paid **$294.8 million** in cash dividends in 2024 and made no share repurchases[202](index=202&type=chunk)[207](index=207&type=chunk) - Anticipated capital expenditures for 2025 are projected to be between **$75 million** and **$85 million**[205](index=205&type=chunk) [Financial Statements and Notes](index=40&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements, identifying Revenue Recognition as a critical audit matter, while notes detail 2024 restructuring charges of **$45.7 million** and a **$44.5 million** loss from the Europe Surface Transportation business divestiture - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the financial statements and internal control over financial reporting[240](index=240&type=chunk)[241](index=241&type=chunk)[251](index=251&type=chunk) - The critical audit matter identified was Revenue Recognition, specifically the estimation of revenue for shipments that were in-transit or completed but not yet invoiced at the end of the reporting period, which amounted to **$200.3 million** as of Dec 31, 2024[244](index=244&type=chunk)[245](index=245&type=chunk) - The 2024 Restructuring Program resulted in **$45.7 million** in charges, primarily for severance, impairment of software, and rationalization of facilities[371](index=371&type=chunk)[373](index=373&type=chunk) - The company entered an agreement to sell its Europe Surface Transportation business, classifying it as held for sale and recognizing a total pre-tax loss of **$44.5 million** in 2024 related to the divestiture[377](index=377&type=chunk)[378](index=378&type=chunk) [Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2024, with no material changes during Q4 2024 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[385](index=385&type=chunk) - No material changes were made to internal control over financial reporting during the quarter ended December 31, 2024[386](index=386&type=chunk) - Management's report confirms that the company maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO framework[390](index=390&type=chunk) [Part III - Corporate Governance and Executive Compensation](index=75&type=section&id=Part%20III) [Directors, Compensation, and Related Party Transactions](index=75&type=section&id=Items%2010-14) This section incorporates by reference details on directors, executive compensation, and related party transactions from the 2025 Proxy Statement, also noting equity compensation plan details including **7,364,576 securities** to be issued and **3,328,769** available for future issuance - Information regarding directors, executive compensation, security ownership, and auditor fees is incorporated by reference from the company's 2025 Annual Meeting Proxy Statement[395](index=395&type=chunk)[398](index=398&type=chunk)[400](index=400&type=chunk)[402](index=402&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2024) | Plan Category | Number of Securities to Be Issued Upon Exercise | Weighted Average Exercise Price | Number of Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 7,204,664 | $79.83 | 3,328,769 | | Equity compensation plans not approved by security holders | 159,912 | — | — | | **Total** | **7,364,576** | **$79.83** | **3,328,769** |