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What changed in C.H. Robinson's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of C.H. Robinson's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+318 added−323 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-16)

Top changes in C.H. Robinson's 2024 10-K

318 paragraphs added · 323 removed · 237 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

96 edited+38 added−45 removed40 unchanged
Biggest changeFreeman 56 Chief Human Resources and ESG Officer Arun Rajan 55 Chief Operating Officer Michael J. Short 53 President of Global Freight Forwarding Michael P. Zechmeister 57 Chief Financial Officer David P. Bozeman was named the President and Chief Executive Officer in June 2023. Prior to joining C.H.
Biggest changeShort 54 President of Global Freight Forwarding David P. Bozeman was named the President and Chief Executive Officer in June 2023. Prior to joining C.H. Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022.
We are increasing compensation transparency, which helps drive the connection between pay and performance and supports our goal of providing visibility to our employees about career path opportunities in the organization. Lastly, our equity compensation program is an important part of how we stay competitive from a total compensation perspective, as it incentivizes and rewards leadership for sustained enterprise performance.
We are increasing compensation transparency, which helps drive the connection between pay and performance and supports our goal of providing visibility to our employees about career path opportunities in the organization. Our equity compensation program is an important part of how we stay competitive from a total compensation perspective, as it incentivizes and rewards leadership for sustained enterprise performance.
The Navisphere Carrier™ ( “ Navisphere Carrier”) platform provides contracted motor carriers access to the functionality necessary to efficiently manage their relationships with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation.
Navisphere Carrier™ ( “ Navisphere Carrier”) provides contracted motor carriers access to the functionality necessary to efficiently manage their relationships with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation.
Our motor carrier contracts require that the contracted motor carrier issue invoices only to, and accept payment solely from, us for the shipments that they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages.
Our motor carrier contracts require the contracted motor carrier issue invoices only to, and accept payment solely from, us for the shipments they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages.
Navisphere is also integrated into 33 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides them an automated solution.
Navisphere is also integrated into 38 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides them an automated solution.
We own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success. In 2023, more than 450,000 transportation providers were on our platform, the vast majority of which are contracted motor carriers.
We own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success. In 2024, more than 450,000 transportation providers were on our platform, the vast majority of which are contracted motor carriers.
In cases where we have agreed to pay for claims for damage to freight while in transit, we pursue reimbursement from the contracted carrier for the claims. In our Managed Services business, we are acting as the shipper’s agent. In those cases, the carrier’s contract is typically with the customer, and we collect a fee for our services.
In cases where we have agreed to pay for claims for damage to freight while in transit, we pursue reimbursement from the contracted carrier for the claims. In our Managed Solutions business, we are often acting as the shipper’s agent. In those cases, the carrier’s contract is typically with the customer, and we collect a fee for our services.
Government Regulation Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the U.S. and similar governmental agencies in foreign countries in which we operate. We are subject to licensing and regulation as a property freight broker and are licensed by the U.S.
Government Regulation Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate. We are subject to licensing and regulation as a property freight broker and are licensed by the U.S.
Through the use of Navisphere, we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment. • LTL: LTL transportation involves the shipment of single or multiple pallets of freight.
Through the use of our proprietary Navisphere platform ® , we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment. • LTL: LTL transportation involves the shipment of single or multiple pallets of freight.
Transportation services accounted for approximately 95 percent of adjusted gross profits in 2023 and 97 percent of adjusted gross profits in 2022 and 2021. Adjusted gross profits is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.
Transportation services accounted for approximately 95 percent of adjusted gross profits in 2024 and 2023 and 97 percent of adjusted gross profits in 2022. Adjusted gross profits is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.
Robinson through the company’s acquisition of Phoenix International in 2012 and is a 21-year veteran of the global forwarding industry. Prior to being named President of Global Freight Forwarding, Michael served as Vice President, Global Forwarding – North America. Prior to joining C.H.
Robinson through the company’s acquisition of Phoenix International in 2012 and is a veteran of the global forwarding industry. Prior to being named President of Global Freight Forwarding, Michael served as Vice President, Global Forwarding – North America. Prior to joining C.H.
Navisphere, our proprietary technology, provides flexibility, global visibility, customized solutions, easy integration, broad connectivity, and advanced security; • Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution; • Process: Proven processes and solutions combine strategy with practical experience for customized action plans that succeed in the real world; and • Stability: Our customers and our contract carriers rely on us to support critical elements of their business.
Our proprietary Navisphere platform provides agility, flexibility, global visibility, easy integration, broad connectivity, and advanced security; • Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution; • Process: Proven processes and tailored solutions combine strategy with practical experience for customized action plans that succeed in the real world; and • Stability: Our customers and our contract carriers rely on us to support critical elements of their business.
In addition, we provide fee-based Managed Services, warehousing services, small parcel, and other services. Customers communicate their freight needs, typically on an order-by-order basis, to the C.H. Robinson team responsible for their account, either directly or through highly automated connections established between Navisphere and the customers' transportation management system. The C.H.
In addition, we provide fee-based Managed Solutions, warehousing services, and other services. Customers communicate their freight needs, typically on an order-by-order basis, to the C.H. Robinson team responsible for their account, either directly or through highly automated connections established between Navisphere and the customers’ transportation management system. The C.H.
Our standard 8 Table of contents contracts do not include volume commitments, and typically, the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier. In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers.
Our standard contracts do not include volume commitments, and typically, the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier. In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers.
We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs. Sourcing accounted for approximately five percent of our adjusted gross profits in 2023 and three percent of our adjusted gross profits in 2022 and 2021.
We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs. Sourcing accounted for approximately five percent of our adjusted gross profits in 2024 and 2023 and three percent of our adjusted gross profits in 2022.
For example, some of the industry-first tools we launched include: • Procure IQ ® , which uses algorithms built by our data scientists and the largest freight shipment dataset in the industry to show shippers the optimal way to purchase transportation in each of their shipping lanes; • Emissions IQ ® , which gives shippers instant visibility into their carbon emissions and surfaces opportunities for reduction; and • Market Rate IQ™, which reveals the patterns in a shipper’s spot freight that they could change to increase savings.
Some of the other industry-first tools we’ve launched include: • Procure IQ ® , which uses algorithms built by our data scientists and the largest freight shipment dataset in the industry to show shippers the optimal way to purchase transportation in each of their shipping lanes; • Emissions IQ ® , which gives shippers instant visibility into their carbon emissions and surfaces opportunities for reduction; and • Market Rate IQ™, which reveals the patterns in a shipper’s spot freight that they could change to increase savings.
Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies. • Navisphere Insight™ takes customers’ raw data about their freight and uses data science to turn the raw data into valuable insights, surfacing trends in transportation performance and spend that can be used for decision-making in real time or over time.
Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies. • Navisphere Insight™ uses data science to turn customers’ raw freight data into valuable insights, surfacing trends in transportation performance and spend that can be used for decision-making in real time or over time.
Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated time of 7 Table of contents arrival using artifi cial intelligence are provided for the customer to manage their supply chain exceptions.
Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated time of arrival using artifi cial intelligence are provided for the customer to manage their supply chain exceptions.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to update these statements in light of subsequent events or developments. 15 Table of contents
Forward-looking statements speak only as of the date they are made. We undertake no obligation to update these statements in light of subsequent events or developments. 14 Table of Contents
For those contracted motor carriers that would like a faster payment, we also offer expedited payment upon receipt of proof of delivery in exchange for a discount, along with offering in-trip cash advances. Contracted motor carriers provide access to dry vans, temperature-controlled vans, flatbeds, and bulk capacity.
For those contracted motor carriers that would like a faster payment, we also offer expedited payment upon receipt of proof of delivery in exchange for a discount, along with offering in-trip cash advances. 8 Table of Contents Contracted motor carriers provide access to dry vans, temperature controlled vans, flatbeds, and bulk capacity.
Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona. Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H.
Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona. 13 Table of Contents Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H.
Robinson is also licensed under, and subject to regulation by, the Federal Maritime Commission (“FMC”) as an ocean transportation intermediary in the capacity as both a freight forwarder and NVOCC; we maintain separate bonds and licenses for each.
Robinson is also licensed under, and subject to regulation by, the Federal Maritime Commission (“FMC”) as an ocean transportation intermediary in the capacity as both a freight forwarder and NVOCC; we maintain separate bonds and licenses for each. We operate as a U.S.
We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration (“TSA”). C.H. Robinson performs customs brokerage services pursuant to its customs brokerage license issued by U.S. Customs and Border Protection (“CBP”).
Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration (“TSA”). C.H. Robinson performs customs brokerage services pursuant to its customs brokerage license issued by U.S. Customs and Border Protection (“CBP”). As a licensed customs broker, C.H.
When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements that allow for fuel to primarily act as a pass-through cost, in addition to the underlying line-haul portion of the rate.
When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements that allow for fuel to primarily act as a pass-through cost, in addition to the underlying linehaul portion of the rate.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business; cyber-security related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; and other risks and uncertainties, including those described in Item 1A, Risk Factors.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business; cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; risks associated with cybersecurity events; and other risks and uncertainties, including those described in Item 1A, Risk Factors.
We operate both as a consolidator and as a transactional IAC in the U.S. and internationally. We select air carriers and provide for local pickup and delivery of shipments. We execute our air freight services through our relationships with air carriers, charter services, block space agreements, capacity space agreements, and transactional spot market negotiations.
We operate both as a consolidator and as a transactional IAC in the United States and internationally. We select air carriers and provide for local pickup and delivery of shipments. We execute our air freight services through our relationships with air carriers, charter services, block space agreements, capacity space agreements, and transactional spot market negotiations.
We analyze customers’ current transportation rate structures, modes of shipping, and carrier selection. We identify opportunities to consolidate shipments for cost savings. We suggest ways to improve operating and shipping procedures and manage claims. We help customers minimize storage through crossdocking and other flow-through operations.
We analyze customers’ transportation rate structures, modes of shipping, and carrier selection. We identify opportunities to consolidate shipments for cost savings. We suggest ways to improve operating and shipping procedures and manage claims. We help customers minimize storage through transloading, crossdocking, drop trailer and other flow-through operations.
As a result of our logistics capabilities, our technology, our global suite of services, and available modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation requirements. Our employees price our services to provide a profit to us for the totality of services performed for the customer.
As a result of our logistics capabilities, our technology, our global suite of services, and integrated modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation needs. Our employees price our services to provide a profit to us for the totality of services performed for the customer.
We also buy from and sell produce to companies that compete with us. 6 Table of contents We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are: • People and relationships: Our knowledgeable, dedicated, and empowered people act as an extension of our customers’ teams—logistics experts they can rely on—to innovate and execute their supply chain strategies.
We also buy from and sell produce to companies that compete with us. 6 Table of Contents We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are: • People and relationships: Our knowledgeable, dedicated, and empowered people act as an extension of our customers’ teams to innovate and execute their supply chain strategies.
We rely on a combination of cybersecurity, trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. Additionally, we have numerous registered trademarks, trade names, and logos in the U.S. and internationally.
We rely on a combination of cybersecurity, trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. Additionally, we have numerous registered trademarks, trade names, and logos in the United States and internationally.
We have broadened our relationship with many of our customers through an emphasis on integrated logistics solutions, resulting in our management of a greater portion of their supply chains. We often serve our customers through specially created teams and through multiple locations. Our transportation and logistics services are provided to numerous international customers through our worldwide network.
We have broadened our relationship with many of our customers by emphasizing integrated logistics solutions, resulting in our management of a greater portion of their supply chains. We often serve our customers through specially created teams and through multiple locations. Our transportation and logistics services are provided to numerous international customers through our worldwide network.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements is available in the ESG report available on our website; however, the ESG report is not incorporated by reference in, and is not a part of, this Annual Report on Form 10-K. Information about our Executive Officers The Board of Directors designates the executive officers annually.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements are available in the sustainability report available on our website; however, the sustainability report is not incorporated by reference in, and is not a part of, this Annual Report on Form 10-K. 12 Table of Contents Information about our Executive Officers The Board of Directors designates the executive officers annually.
Information contained on our website is not part of this report. 14 Table of contents Cautionary Statement Relevant to Forward-Looking Information This Annual Report on Form 10-K, including our financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report, and other documents incorporated by reference, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Cautionary Statement Relevant to Forward-Looking Information This Annual Report on Form 10-K, including our financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report, and other documents incorporated by reference, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
In 2023, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted motor carriers that had fewer than 100 trucks transported approximately 74 percent of our truckload shipments.
In 2024, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted motor carriers that had fewer than 100 trucks transported approximately 73 percent of our truckload shipments.
Our employee turnover ratio, which is calculated as the number of employees who departed in the 12 months ended December 31, 2023, divided by the average number of employees in the 12 months ended December 31, 2023, was 24 percent.
Our employee turnover ratio in 2024, which is calculated as the number of employees who departed in the 12 months ended December 31, 2024, divided by the average number of employees in the 12 months ended December 31, 2024, was 23 percent.
As a licensed customs broker, C.H. Robinson has experience working with other government agencies that maintain jurisdiction over certain customs entries. We also hold customs trade partnership against terrorism (“C-TPAT”) certification with CBP as both a customs broker and NVOCC.
Robinson has experience working with other government agencies that maintain jurisdiction over certain customs entries. We also hold customs trade partnership against terrorism (“CTPAT”) certification with CBP as both a customs broker and NVOCC.
He began his career with C.H. Robinson through the company’s acquisition of FoodSource, Inc., in 2005. He is a board member of the Pinky Swear Foundation. He holds a Bachelor of Arts from Saint Mary’s College of California. Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019, also became ESG Officer.
Robinson through the company’s acquisition of FoodSource, Inc., in 2005. He is a board member of the Angel Foundation. He holds a Bachelor of Arts from Saint Mary’s College of California. Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019, also became ESG Officer.
The table below shows our adjusted gross profits by transportation mode, for the years ended December 31 (in thousands): 2023 2022 2021 2020 2019 Truckload $ 1,039,079 $ 1,561,310 $ 1,280,629 $ 1,071,873 $ 1,348,878 LTL 550,373 632,116 523,365 457,290 477,348 Ocean 420,883 729,839 711,223 350,094 308,367 Air 123,470 198,166 225,286 151,443 106,777 Customs 97,096 107,691 100,539 87,095 91,828 Other Logistics Services 255,735 251,547 210,958 195,159 149,664 Total $ 2,486,636 $ 3,480,669 $ 3,052,000 $ 2,312,954 $ 2,482,862 5 Table of contents Sourcing Since we were founded in 1905, we have been in the business of sourcing fresh produce.
The table below shows our adjusted gross profits by transportation mode, for the years ended December 31 (in thousands): 2024 2023 2022 2021 2020 Truckload $ 1,072,691 $ 1,039,079 $ 1,561,310 $ 1,280,629 $ 1,071,873 LTL 572,169 550,373 632,116 523,365 457,290 Ocean 519,970 420,883 729,839 711,223 350,094 Air 135,901 123,470 198,166 225,286 151,443 Customs 107,480 97,096 107,691 100,539 87,095 Other Logistics Services 225,599 255,735 251,547 210,958 195,159 Total $ 2,633,810 $ 2,486,636 $ 3,480,669 $ 3,052,000 $ 2,312,954 5 Table of Contents Sourcing Since we were founded in 1905, we have been in the business of sourcing fresh produce.
Prior executive and management positions with the company include NAST Vice President of Customer Success from January 2023 to January 2024, Robinson Fresh President, 13 Table of contents from January 2020 to December 2022 and other management roles of increasing responsibility since 2013. Prior to these roles, Michael held various customer facing roles within the company.
Prior executive and management positions with the company include NAST Vice President of Customer Success from January 2023 to January 2024, Robinson Fresh President, from January 2020 to December 2022 and other management roles of increasing responsibility since 2013. Prior to these roles, Michael held various customer-facing roles within the company. He began his career with C.H.
Navisphere offers sophisticated business analytics, artificial intelligence, and data-driven tools to improve supply chain performance and meet incr easing customer demands, including the following: • Navisphere Vision ™ allows our customers to see their freight across all modes and services globally in a single view.
Navisphere also offers sophisticated business analytics, artificial intelligence, and data-driven tools to improve supply chain performance and meet increasing customer demands, including the following: • Our advanced visibility tools allow our customers to see their freight across all modes and services globally in a single view.
Robinson in 1998, Angela was with McDermott/O’Neill & Associates, a Boston-based public affairs firm. Angela holds a Bachelor of Arts degree and a Bachelor of Science degree from the University of North Dakota and a Master of Science degree from the London School of Economics.
Robinson in 1998, Angela was with McDermott/O’Neill & Associates, a Boston-based public affairs firm. Angela holds a Bachelor of Arts degree and a Bachelor of Science degree from the University of North Dakota and a Master of Science degree from the London School of Economics. Damon Lee was named Chief Financial Officer in June 2024.
We set a science-aligned below 2°C goal to reduce our Scope 1 and 2 carbon intensity by 40 percent by 2025. In 2023, we announced that we met and exceeded our goal two years early and have reduced our emissions intensity by 47 percent.
We measure and report on our Scope 1, 2, and 3 emissions in our annual sustainability report. We set a science-aligned below 2°C goal to reduce our Scope 1 and 2 carbon intensity by 40 percent by 2025. In 2023, we announced that we met and exceeded our goal two years early.
For most of our transportation and logistics services, we are a service provider. By accepting the customer’s order, we accept certain responsibilities for transportation of the shipment from origin to destination. The carrier’s contract is with us, not the 4 Table of contents customer, and we are responsible for prompt payment of freight charges.
By accepting the customer’s order, we accept certain responsibilities for transportation of the shipment from origin to destination. The carrier’s contract is with us, not the customer, and we are responsible for prompt payment of freight charges.
Our large number of unique, strong relationships provide global connections and valuable market knowledge; • Global suite of services: A wide selection of services and products help provide our customers with consistent capacity and service levels; • Scale: Our customers leverage our industry-leading capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages; • Information, products, and technology: The combination of our global suite of services, unparalleled quantity of relationships, and scale provide us with an information advantage.
Our large number of unique, strong relationships provide global connections and valuable market knowledge; • Global suite of services: A wide and integrated selection of services and products provide our customers with consistent capacity and service levels; • Scale: Our customers leverage our significant capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages; • Data, products, and technology: The combination of our expertise, scale and tailored solutions gives our technology an edge.
Global Forwarding provides transportation and 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.
The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation brokerage services. 3 Table of Contents Global Forwarding provides transportation and 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.
Our total rewards strategies support employees’ health, wealth, and self and incorporate market-competitive pay and comprehensive benefit programs for all global employees. We deliver highly competitive and meaningful benefit programs designed to meet the needs of our diverse workforce. Our commitment to our employees embodies benefit plans and programs that support physical, emotional, and financial wellness.
Our total rewards strategies support employees’ health, wealth, and self, incorporating market-competitive pay and comprehensive benefit programs for all global employees. We deliver highly competitive and meaningful benefit programs designed to meet the needs of our global workforce.
Our services range from commitments on a specific shipment to much more comprehensive and integrated relationships. We execute these services by investing in and retaining talented employees, developing innovative proprietary systems and processes, and utilizing a network of contracted transportation providers, including, but not limited to, contracted motor carriers, railroads, and ocean and air carriers.
We execute these services by investing in and retaining talented employees, developing innovative proprietary systems and processes, and utilizing a network of contracted transportation providers, including, but not limited to, contracted motor carriers, railroads, and ocean and air carriers.
Violation of these regulations could also subject us to fines, as well as increased claims liability. We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act (“PACA”). Other sourcing and distribution activities may be subject to various federal and state food and drug statutes and regulations.
Violation of these regulations could also subject us to fines, as well as increased claims liability. 9 Table of Contents We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act (“PACA”).
We believe that our account management disciplines, expertise, and technology built by and for supply chain experts enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven, understanding of the specific supply chain issues facing individual customers and certain industries.
We believe our account management disciplines, expertise, tailored solutions, and technology enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven, understanding of the specific supply chain issues facing individual customers and specific industries. Markets and Resources Competition The transportation services industry is highly competitive and fragmented.
Arun Rajan was named Chief Operating Officer in October 2022 and leads the Product, Technology, Data Science, Analytics and Marketing organizations at C.H. Robinson. Arun joined C.H. Robinson as Chief Product Officer in September 2021. Prior to joining C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon, from September 2019 to July 2021.
Arun joined C.H. Robinson as Chief Product Officer in September 2021. Prior to joining C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon, from September 2019 to July 2021.
Once the contracted carrier is selected, we receive the contracted carrier’s commitment to provide the transportation. During the time when a shipment is executed, we connect frequently, either electronically or manually, with the contracted carrier to track the status of the shipment to meet the unique needs of our customers.
During the time when a shipment is executed, we connect frequently, either electronically or manually, with the contracted carrier to track the status of the shipment to meet the unique needs of our customers. For most of our transportation and logistics services, we are a service provider.
Customer Relationships We work to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely.
Customer Relationships We work to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely. During 2024, we served 83,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.
We are subject to laws and regulations in the U.S. and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information.
We are subject to laws and regulations in the United States and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information. These laws and regulations include, for example, the European General Data Protection Regulation and the California Consumer Privacy Act.
We provide funding in the following focus areas: strategic industry grants that help the supply chain and logistics industry thrive; diversity, equity and inclusion grants that foster equal opportunities and promote inclusivity; Twin Cities grants that strengthen Minneapolis-Saint Paul; employee-driven philanthropy through Robinson Cares, our signature giving and volunteer program. In addition, the company and the C.H.
We provide funding through multiple programs including strategic industry grants that help the supply chain and logistics industry thrive; Twin Cities grants that strengthen our headquarters community of Minneapolis-Saint Paul; and employee-driven philanthropy through Robinson Cares, our signature giving and volunteer program. Additionally, the company and the C.H.
With approximately 900 data scientists, engineers, and developers, we are continuing to make smart, talent-focused investments globally in this critical area and building the next generation of tools and processes that will change how supply chains function.
With a pproximately 900 data scientists, engineers, and developers, we continue to make smart, talent-focused investments globally in this critical area and continue to build the next generation of tools and processes that change how supply chains function. Our operations primarily use Navisphere, our global, multimodal transportation management system.
ITEM 1. BUSINESS Overview C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world, with consolidated total revenues of $17.6 billion in 2023. We bring together customers, carriers, and suppliers to connect and grow supply chains.
ITEM 1. BUSINESS Overview C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $17.7 billion in 2024. We deliver logistics like no one else.
Employees can also explore potential roles and career paths through an online resource center, where they are provided resources about performance and development, along with information about how they are supported and rewarded for the work they do. Wellness, Benefits, and Compensation At C.H. Robinson, we take a comprehensive view on the importance of supporting our employees’ health and well-being.
They can explore potential roles and career paths through an online resource center, that houses resources about performance, development and support, and rewards for their work. Wellness, Benefits, and Compensation At C.H. Robinson, we take a comprehensive view of supporting our employees’ health and wellbeing.
Analysis is provided down to the shipment and order level. • Navisphere Optimizer™ helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings. It is used during the transportation planning process and dynamically selects the right route with the right mode and right carrier on the right day.
Analysis is provided down to the shipment and order level. 7 Table of Contents • Navisphere Optimizer™ helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings.
Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provides transportation and logistics services, including truckload and LTL transportation services, across Europe. Sales Transportation and Logistics Services C.H. Robinson provides freight transportation and related logistics and supply chain services.
Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provides transportation and logistics services, including truckload and LTL transportation services, across Europe. The sale of our Europe Surface Transportation business was announced in July 2024 and closed in February 2025. Sales Transportation and Logistics Services C.H.
As an integral part of our transportation services, we also provide a wide range of value-added logistics services, such as freight consolidation, customs brokerage, supply chain consulting and analysis, emission analytics, optimization, and reporting.
As an integral part of our transportation services, we also provide a wide range of value-added logistics services, such as freight consolidation, drop trailer, cross-border logistics, customs brokerage and trade compliance, supply chain consulting and design, and fully managed third-party logistics (“3PL”) and fourth-party logistics (“4PL”) solutions.
These laws and regulations include, for example, the European General Data Protection Regulation and 9 Table of contents the California Consumer Privacy Act. Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations. Human Capital At C.H.
Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations. Human Capital At C.H. Robinson, our employees connect the world and are the foundation of our success, creating value for our customers and contract carriers.
We focus our sustainability efforts in three areas: working to reduce our own greenhouse gas emissions, helping customers meet their sustainability goals, and contributing to advancements in sustainability within the transportation industry. We are committed to reducing our greenhouse gas emissions, and we measure and report on our Scope 1, 2, and 3 emissions in our annual ESG report.
We focus our sustainability efforts in three areas: helping customers meet their sustainability goals, working to reduce our own greenhouse gas emissions, and contributing to advancements in sustainability within the transportation industry. The C.H. Robinson business model is based on finding efficiencies and reducing waste across supply chains.
We have one of the largest datasets of shipments, routings, and carriers in the world. We use our data and data analysts to drive smarter solutions and products for our customers.
We use our data and data analysts to drive smarter solutions and products for our customers.
Robinson, our employees connect the world and are at the core of our success. They are logistics experts and problem solvers who are driven to win, and they act as an extension of our customers’ teams. In fact, our customers and contract carriers consistently cite our people as one of the top reasons they work with C.H. Robinson.
They are supply chain experts and problem solvers who are committed to winning, and act as an extension of our customers’ teams. Our customers and contract carriers consistently cite our people as the number one reason for choosing C.H. Robinson.
Robinson team then ensures that all necessary information regarding each shipment is available in Navisphere. We utilize the information from Navisphere and other available sources to select the best contracted carrier based upon factors such as their service score, equipment availability, freight rates, and other relevant factors.
We utilize the information from Navisphere and other available sources to select the best contracted carrier based on factors such as their service score, equipment availability, freight rates, and other relevant factors. 4 Table of Contents Once the contracted carrier is selected, we receive the contracted carrier’s commitment to provide the transportation.
We regularly survey our employees and engage in focus groups to better understand what our employees value and how we can continuously enhance their experience. Our 2023 engagement survey generated an engagement score of 77 percent, which is a slight decline from past years.
We regularly survey our employees and engage in focus groups to better understand what they value and how we can continuously enhance their experience. Our 2024 engagement survey generated a 70 percent engagement score. Strengths include manager capabilities, strong relationships, and understanding customer needs.
As a publicly traded company and issuer of stock, we are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the Foreign Corrupt Practices Act, the UK Bribery Act 2010, and certain other foreign countries' equivalent statutes or programs in the countries in which we operate.
Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, and certain other foreign countries’ equivalent statutes or programs in the countries in which we operate.
Markets and Resources Competition The transportation services industry is highly competitive and fragmented. We compete against many logistics companies, including technology-based service companies, trucking companies, property freight brokers, carriers offering logistics services, NVOCCs, IACs, and freight forwarders. We also buy from and sell transportation services to companies that compete with us.
We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, on-demand transportation service providers, NVOCCs, IACs, and freight forwarders. We also buy from and sell transportation services to companies that compete with us.
We work closely with a wide variety of transportation companies and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2023 , we processed approximately 19 million shipments and had $22 billion of freight under management.
We work closely with a global network of transportation companies, including contracted motor carriers, railroads, and ocean and air carriers. We utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2024, our customers trusted us to manage approximately 37 million shipments and $23 billion in freight.
Robinson Fresh focuses on reducing food waste through innovative technologies and reducing waste by including sustainable packaging options across our product portfolio. As a leader in our industry, we work to advance sustainability efforts through collaborations with non-profit and academic institutions, including sponsorship of research and participation in working groups focused on innovation within the transportation industry.
As a leader in our industry, we collaborate with non-profit and academic institutions on supply chain sustainability topics, including sponsorship of research and participation in working groups focused on innovation within the transportation industry.
Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022. Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022.
Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022. Dave previously held leadership positions of increasing responsibility at Caterpillar Inc. and Harley-Davidson, Inc.
Proprietary Information Technology and Intellectual Property Most of our global network operates on a single global technology platform called Navisphere, which is used to match customer needs with supplier capabilities, to collaborate with other offices, and to utilize centralized support resources to complete all facets of the transaction.
It is essential for serving our customers and contract carriers and for managing our business. Most of our global network operates on Navisphere, using it to match customer needs with supplier capabilities, to collaborate, and to access centralized support resources to complete all facets of a transaction.
Below are the names, ages, and positions of the executive officers as of February 16, 2024: Name Age Position David P. Bozeman 55 President and Chief Executive Officer Ben G. Campbell 58 Chief Legal Officer and Secretary Michael Castagnetto 47 President of NAST Angela K.
Below are the names, ages, and positions of the executive officers as of February 14, 2025: Name Age Position David P. Bozeman 56 President and Chief Executive Officer Michael Castagnetto 48 President of NAST Angela K. Freeman 57 Chief Human Resources and ESG Officer Damon Lee 47 Chief Financial Officer Arun Rajan 56 Chief Strategy and Innovation Officer Michael J.
We have developed proprietary brands of produce and have exclusive licensing agreements to distribute fresh and value-added produce under recognized consumer brand names. The produce for these brands is sourced through a preferred grower network and packed to order through contract packing agreements. We have instituted quality assurance and monitoring procedures with each of these preferred growers. Segment information.
The produce for these brands is sourced through a preferred grower network and packed to order through contract packing agreements. We have instituted quality assurance and monitoring procedures with each of these preferred growers. Segment information. We have two reportable segments, North American Surface Transportation (“NAST”) and Global Forwarding, with our remaining operating segments reported as All Other and Corporate.
In recent years, we have grown by adding new customers and by increasing our volumes with, and providing more services to, our existing customers. We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services we can provide.
During 2024, our largest customer accounted for approximately two percent of our consolidated total revenues. We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services we can provide.
Our sourcing services consist primarily of the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. The foundation for much of our logistics expertise can be traced to this original business, founded in 1905, which gives us significant experience in handling produce and temperature-controlled commodities.
The foundation for much of our logistics expertise can be traced to this original business, founded in 1905, which gives us significant experience in handling produce and temperature controlled commodities. We supply fresh produce through a network of independent produce growers and suppliers. Our customers include grocery retailers, restaurants, foodservice distributors, and produce wholesalers.
Navisphere and our other operational systems help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters. Our data estate and scale provide our organization with the business intelligence to support decision-making in all areas of our business.
In 2024, we managed approximately 37 million shipments for 83,000 customers utilizing the more than 450,000 contract carriers on our platform. Navisphere and our other technology help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters.
They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance ( “ ESG”) Officer on our key strategic initiatives, success measurements, and other relevant matters pertaining to human resources and DEI. This includes, but is not limited to, hiring and retention, culture, employee engagement, succession planning, compensation and benefits, and human resources or DEI-related risks.
They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on key strategic initiatives, success measurements, and other relevant matters including hiring, retention, culture, employee engagement, succession planning, leadership, compensation, and benefits. Our People We lead the industry with a strong performance-driven team. We have 11,565 network employees, as presented below.
We supply fresh produce through a network of independent produce growers and suppliers. Our customers include grocery retailers, restaurants, foodservice distributors, and produce wholesalers. In many cases, we also arrange the logistics and transportation of the products we sell and provide related supply chain services, such as replenishment, category management, and managed procurement services.
In many cases, we also arrange the logistics and transportation of the products we sell and provide related supply chain services, such as replenishment, category management, and managed procurement services. We have developed proprietary brands of produce and have exclusive licensing agreements to distribute fresh and value-added produce under recognized consumer brand names.
Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world. 3 Table of contents Managed Services is primarily comprised of our TMC division, which offers Managed TMS ® (“Managed TMS”).
The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world. In November 2024, we launched C.H.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities.
Biggest changeThe occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region. 17 Table of Contents As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles.
Our business outside of the U.S. is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the U.S.; • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S.
Our business outside of the United States is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States; • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S.
For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16 Table of contents Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight.
For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations. 15 Table of Contents Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight.
Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows, and financial condition. We may have difficulties integrating acquired companies. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations.
Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows, and financial condition. We may have difficulties integrating acquired companies or efficiently managing divestitures. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations.
Cl aims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, liability claims, workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results.
Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, liability claims, workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results.
Until the timing, scope, and extent of such possible regulation becomes known, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
Until the timing, scope, and extent of such possible regulation becomes finalized, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination. In North America, as a property freight broker, we are not legally liable for loss or damage to our customers' cargo.
Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination. 19 Table of Contents In North America, as a property freight broker, we are not legally liable for loss or damage to our customers’ cargo.
Future and existing environmental regulatory requirements, including evolving transportation technology, in the U.S. and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.
Future and existing environmental regulatory requirements, including evolving transportation technology, in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.
The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. For purposes of our Global Forwarding services, we are also subject to regulation by the FMC as an ocean freight forwarder and NVOCC, and we maintain separate bonds and licenses for each.
The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. For purposes of our Global Forwarding services, we are also subject to regulation by the FMC as an ocean freight forwarder and NVOCC, and we maintain separate bonds and licenses for each. We operate as a U.S.
Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the U.S. and similar governmental agencies in foreign countries in which we operate. We are subject to licensing and regulation as a property freight broker and are licensed by the DOT to arrange for the transportation of property by motor vehicle.
Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate. We are subject to licensing and regulation as a property freight broker and are licensed by the DOT to arrange for the transportation of property by motor vehicle.
We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects. 18 Table of contents Our ability to appropriately staff and retain employees is important to our business model.
We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects. Our ability to appropriately staff and retain employees is important to our business model.
We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella. 20 Table of contents Buying and reselling fresh produce exposes us to possible product liability.
We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella. Buying and reselling fresh produce exposes us to possible product liability.
Slower or less profitable growth or losses could adversely affect our stock price. 19 Table of contents Our indebtedness could adversely impact our financial condition and results of operations.
Slower or less profitable growth or losses could adversely affect our stock price. Our indebtedness could adversely impact our financial condition and results of operations.
Governmental, regulatory, and legal risk factors Changes to income tax regulations in the U.S. and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the U.S. and other jurisdictions where we operate.
Governmental, regulatory, and legal risk factors Changes to income tax regulations in the United States and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the United States and other jurisdictions where we operate.
Many of these risks are beyond our control, including: • equipment and driver shortages in the transportation industry, particularly among contracted motor carriers; • changes in regulations impacting transportation; • disruption in the supply or cost of fuel; • reduction or deterioration in rail service; • the introduction of alternative means of transporting freight; and • unanticipated changes in freight markets.
Many of these risks are beyond our control, including: • equipment and driver shortages in the transportation industry, particularly among contracted motor carriers; • changes in regulations impacting transportation; • disruption in the supply or cost of fuel; • reduction or deterioration in rail service; • geopolitical factors that may limit the availability of certain carriers; • the introduction of alternative means of transporting freight; and • unanticipated changes in freight markets.
Department of Homeland Security regulations applicable to our customers that import goods into the U.S. and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
United States Department of Homeland Security regulations applicable to our customers that import goods into the United States and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. 20 Table of Contents Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During 2023, our top 100 customers based on total revenue comprised approximately 35 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 28 percent of our consolidated adjusted gross profits.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During 2024, our top 100 customers based on total revenue comprised approximately 34 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 27 percent of our consolidated adjusted gross profits.
We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the IATA and federal regulations issued by the TSA. We provide customs brokerage services as a customs broker under a license issued by U.S.
Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the IATA and federal regulations issued by the TSA. We provide customs brokerage services as a customs broker under a license issued by CBP, and we maintain CTPAT certification with CBP.
Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more locally sourced products and away from our services.
Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more locally-sourced products and away from our services. General risk factors We may be subject to negative impacts of changes in political and governmental conditions.
As part of our logistics services, we operate owned or leased warehouse facilities. Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations.
Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations.
Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations. We are subject to claims arising from our transportation operations. We use the services of thousands of third-party transportation companies in connection with our transportation operations.
Some of these legislative changes could impact our effective tax rate and tax liabilities. Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations. We are subject to claims arising from our transportation operations.
Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops. 17 Table of contents Company risk factors We rely on technology to operate our business. We have internally developed the majority of our operating systems and also rely on technology provided by third parties.
Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops. 16 Table of Contents Company risk factors We rely on technology to operate our business, with the majority of our operating systems developed internally and supplemented by third-party technology, which may subject us to cybersecurity events and disruptions.
Our continued success is dependent on our systems continuing to operate and to meet the changing needs of our customers and users. The continued automation of existing processes and usage of third-party technology and cloud network capacity will require adaptation and adjustments that may increase our exposure to cybersecurity risks and system availability reliance.
Our continued success depends on the effective operation and adaptation of these systems to meet the evolving needs of our customers and users. The automation of existing processes and the use of third-party technology and cloud network capacity may increase our exposure to cybersecurity risks and system availability reliance.
These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations. The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.
These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.
Customs and Border Protection (“CBP”), and we maintain Customs Trade Partnership Against Terrorism certification with CBP. Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.). We also have and maintain other licenses as required by law.
Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.). We also have and maintain other licenses as required by law. We source fresh produce under a license issued by the USDA as required by PACA.
Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses. 21 Table of contents Our contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Our contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation.
Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation.
We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance. We also require all contracted motor carriers to maintain workers compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts.
We also require all contracted motor carriers to maintain workers compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts. Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment.
If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected. Our growth and profitability may not continue, which may result in a decrease in our stock price.
If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected. 18 Table of Contents Divestiture activity poses risks, and success depends upon efficiently managing the transition process.
In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, housing, paper, ecommerce, or printing industries, our operating results could be adversely affected.
In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly in the retail, food, beverage, automotive, industrial, manufacturing, housing, chemicals, or technology industries, our operating results could be adversely affected. • Credit risk and working capital: Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business.
Our international operations subject us to operational, financial, and data privacy risks. We provide services within and between foreign countries on an increasing basis.
Addressing these issues could be costly, and our insurance coverage may not be sufficient to cover all liabilities. These impacts could adversely affect our financial condition, results of operations, and growth prospects. Our international operations subject us to operational, financial, and data privacy risks. We provide services within and between foreign countries on an increasing basis.
From time to time, the drivers employed and engaged by the motor carriers with which we contract are involved in accidents, which may result in serious personal injuries. The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier.
We use the services of thousands of third-party transportation companies in connection with our transportation operations. From time to time, the drivers employed and engaged by the motor carriers with which we contract are involved in accidents, which may result in serious personal injuries.
Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition. Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.
Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. As part of our logistics services, we operate owned or leased warehouse facilities.
We rely on our technology staff and third-party vendors to successfully implement changes to, and to maintain, our operating systems in an efficient manner. If we fail to maintain, protect, and enhance our operating systems, we may be at a competitive disadvantage and lose customers.
We depend on our technology staff and third-party vendors to implement changes and maintain our systems efficiently. Failure to maintain, protect, and enhance our operating systems could result in a competitive disadvantage and loss of customers. We process and maintain confidential, proprietary, personal, and sensitive information, including financial and business data.
Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals. We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available. Some of these legislative changes could impact our effective tax rate and tax liabilities.
We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results. As rules for more jurisdictions will become effective in 2025, we are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.
Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business. Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks.
Given the interconnected nature of the supply chain and our significant industry presence, we may be an attractive target for cyberattacks. Many aspects of our operations depend on third-party networks and systems, which are also susceptible to cyber risks.
We source fresh produce under a license issued by the USDA as required by PACA. We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities.
We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities. Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition.
We cannot predict the impact that future regulations may have on our business.
We cannot predict the impact future regulations may have on our business. Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses.
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During 2022 and 2023, we experienced a decline in volumes as shippers struggled with elevated inventory levels and consumer demand was negatively impacted by inflation and macroeconomic uncertainty.
Added
Our information technology systems, devices, storage, and applications, as well as those maintained by third-party providers, are vulnerable to damage, disruptions, and shutdowns due to cyberattacks, ransomware, malware, phishing, denial of service attacks, and other unauthorized access attempts.
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These volume declines have also driven declining freight rates in certain transportation modes and trade lanes. • Credit risk and working capital: Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business.
Added
These incidents have occurred in the past and may happen again, potentially causing material service outages, inappropriate access, or other significant business interruptions. The frequency and sophistication of cyberattacks have increased globally, making it challenging to anticipate and prevent such events or mitigate their effects. Additionally, we may not immediately detect these incidents.
Removed
As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, computer hacking, and phishing attacks have become more prevalent, have occurred on our operating systems in the past, and may occur on our operating systems in the future.
Added
While we have dedicated resources for security, privacy, and incident response, our processes may not be adequate to prevent or limit harm or to remediate incidents promptly.
Removed
The insurance coverage we currently have in place may not apply to a particular loss or it may not be sufficient to cover all liabilities to which we may be subject. A loss for which we are not adequately insured could materially affect our financial results.
Added
A failure to prevent a cyberattack that impacts the performance, reliability, security, and availability of our systems could result in service interruptions, operational difficulties, inability to retain or attract customers, loss of revenues or market share, expose us to legal claims and government actions, liability to customers, reputational damage, and increased service and maintenance costs.
Removed
Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of our operating systems and technical infrastructure to the satisfaction of our users may harm our reputation, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.
Added
Failure to do so includes potential risks including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and carrier relationships, and the loss of key employees.
Removed
Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipme nt.
Added
The inability to successfully manage these risks may result in higher operating expenses, lost revenues, or other negative effects on earnings and our financial results. Our growth and profitability may not continue, or we may not achieve our long-term growth targets, which may result in a decrease in our stock price.
Removed
General risk factors We may be subject to negative impacts of changes in political and governmental conditions.
Added
Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either 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.
Added
The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier. We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses significant knowledge and expertise in the area of cybersecurity risks. 22 Table of contents Our global cybersecurity team ensures the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program.
Biggest changeThe Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks. The ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses significant knowledge and expertise in the area of cybersecurity risks.
Our Director of Cybersecurity and Technology Risk Management has over a decade of experience leading cyber security oversight, and others on our global cybersecurity team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional, CompTIA, Offensive Security Certified Professional, Certificate of Cloud Security Knowledge, Global Information Assurance Certification (“GIAC”), Certified Incident Handler certifications.
Our Director of Cybersecurity and Technology Risk Management has over a decade of experience leading cyber security oversight, and others on our global cybersecurity team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional, CompTIA, Offensive Security Certified Professional, Certificate of Cloud Security Knowledge, Global Information Assurance Certification, Certified Incident Handler certifications.
This team partners with leaders from all of our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and to ultimately mitigate cybersecurity risk at C.H. Robinson.
This team partners with leaders from all our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and ultimately mitigate cybersecurity risk at C.H. Robinson.
In addition, we submit to independent assessments by external parties, including System and Organizational Controls (“SOC”) 2 Type 2 audits, covering customer-facing and line-of-business applications to ensure all safeguards function as they should. These functions are also supported by internal compliance teams who perform additional layers of testing prior to SOC 2 Type 2 procedures.
In addition, we submit to independent assessments by external parties, including System and Organizational Controls (“SOC”) 2 Type 2 audits, covering customer-facing and line-of-business applications to ensure all safeguards function as they should. These functions are also supported by internal compliance teams that perform additional layers of testing prior to SOC 2 Type 2 procedures.
Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team has experience and expertise supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure and potential cybersecurity threats.
Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related reporting requirements. The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee. 23 Table of contents
We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related 22 Table of Contents reporting requirements. The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee.
Our global cybersecurity team has experience and expertise supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure and potential cybersecurity threats.
Our global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary. Although it is difficult to determine the potential impacts from a cybersecurity incident, we may experience negative impacts such as reputational harm, inability to retain existing customers or attract new customers, exposure to legal claims and government action, among others.
Although it is difficult to determine the potential impacts from a cybersecurity incident, we may experience negative impacts such as reputational harm, inability to retain existing customers or attract new customers, exposure to legal claims and government action, among others.
We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings. Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis. The Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks.
We also require employees in certain roles to complete additional role-based, specialized 21 Table of Contents cybersecurity trainings. Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy Our global reach and the ever-evolving threat landscape makes data security and privacy a critical priority for us.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy Our global reach and the ever-evolving threat landscape makes data security and privacy a critical priority for us. Our Chief Information Security Officer and their global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, cybersecurity risk management processes, and business continuity.
Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations. We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes.
Our global cybersecurity team helps ensure the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program. Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations.
Removed
Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, cybersecurity risk management processes, and business continuity.
Added
We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes. Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary. We also perform regular vulnerability assessments and penetration tests.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe consider our current office spaces and warehouse facilities adequate for our current level of operations. We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases expire if necessary.
Biggest changeWe will continue to assess our facilities footprint in the future to ensure we have the appropriate real estate footprint based on our current level of operations. We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases expire, if deemed necessary.
We lease approximately 250 office locations in 37 countries across North America, Europe, Asia, South America, Oceania, and the Middle East. We lease a 201,000 square foot facility in Kansas City, Missouri with an expiration date of April 2032, and a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033.
We lease approximately 210 office locations in 36 countries across North America, Europe, Asia, South America, Oceania, and the Middle East. We lease a 201,000 square foot facility in Kansas City, Missouri, with an expiration date of April 2032, and a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033.
In addition, we lease warehouse space totaling approximately 4.4 million square feet in 23 locations primarily within the U.S. and a data center in Oronoco, Minnesota, of approximately 32,000 square feet. Most of our offices and warehouses are leased from third parties under leases with initial terms ranging from one to 15 years.
In addition, we lease warehouse space totaling approximately 4.3 million square feet in 26 locations primarily within the United States and a data center in Oronoco, Minnesota, of approximately 32,000 square feet. Most of our offices and warehouses are leased from third parties under leases with initial terms ranging from one to 15 years.
ITEM 2. PROPERTIES Our corporate headquarters is in Eden Prairie, Minnesota. The total square footage of our four buildings, three of which we own, in Eden Prairie is 377,000. This total includes a data center of approximately 18,000 square feet.
ITEM 2. PROPERTIES Our corporate headquarters are in Eden Prairie, Minnesota. The total square footage of our three buildings, all of which we own, in Eden Prairie is 224,000. This total includes a data center of approximately 18,000 square feet.
Added
In 2024, we had a restructuring initiative related to the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. Refer to Note 14, Restructuring , for further detail on our 2024 Restructuring Program.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Biggest changeHowever, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information about company purchases of common stock during the quarter ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 2023 4,431 $ 85.53 — 6,763,445 November 2023 10,723 82.07 — 6,763,445 December 2023 3,256 86.02 — 6,763,445 Fourth quarter 2023 18,410 $ 83.60 — 6,763,445 ________________________________ (1) The total number of shares purchased includes: (i) no shares of common stock were purchased under the authorization described below; and (ii) 18,410 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.
Biggest changeAccordingly, there can be no assurance the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future. 23 Table of Contents The following table provides information about company purchases of common stock during the quarter ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 2024 2,182 $ 109.27 — 6,763,445 November 2024 10,184 106.69 — 6,763,445 December 2024 67,479 103.58 — 6,763,445 Fourth quarter 2024 79,845 $ 104.13 — 6,763,445 ________________________________ (1) The total number of shares purchased includes: (i) no shares of common stock were purchased under the authorization described below; and (ii) 79,845 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.
(2) On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2023, there were 6,763,445 shares remaining for future repurchases.
(2) On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2024, there were 6,763,445 shares remaining for future repurchases.
Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the Nasdaq Transportation index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023. December 31, 2018 2019 2020 2021 2022 2023 C.H.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. December 31, 2019 2020 2021 2022 2023 2024 C.H.
On February 14, 2024, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $73.84 per share. On February 15, 2024, there were 128 holders of record. On February 12, 2024, there were 139,704 beneficial owners of our common stock.
On February 12, 2025, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $97.55 per share. On February 10, 2025, there were 125 holders of record. On February 10, 2025, there were 289,082 beneficial owners of our common stock.
Repurchases may be made from time to time at prevailing prices in the open market or in privately negotiated transactions, subject to market conditions and other factors including Rule 10b5-1 plans and accelerated repurchase programs. 25 Table of contents The graph below compares the cumulative 5-year total return of holders of C.H.
Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs. 24 Table of Contents The graph below compares the cumulative 5-year total return of holders of C.H. Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the Nasdaq Transportation index.
Robinson Worldwide, Inc. $ 100.00 $ 95.29 $ 117.22 $ 137.35 $ 119.37 $ 115.66 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 Nasdaq Transportation 100.00 123.21 130.96 148.36 120.19 161.24 The stock price performance included in this graph is not necessarily indicative of future stock price performance. ITEM 6. RESERVED 26 Table of contents
Robinson Worldwide, Inc. $ 100.00 $ 123.02 $ 144.14 $ 125.27 $ 121.38 $ 149.17 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Nasdaq Transportation 100.00 106.29 120.41 97.55 130.87 133.76 The stock price performance included in this graph is not necessarily indicative of future stock price performance. ITEM 6. RESERVED 25 Table of Contents
Removed
Accordingly, there can be no assurance the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDiluted earnings per share decreased 63.2 percent to $2.72. 29 Table of contents CONSOLIDATED RESULTS OF OPERATIONS The following table summarizes our results of operations (dollars in thousands, except per share data): Twelve Months Ended December 31, 2023 2022 % change 2021 % change Revenues: Transportation $ 16,372,660 $ 23,516,384 (30.4) % $ 22,046,574 6.7 % Sourcing 1,223,783 1,180,241 3.7 % 1,055,564 11.8 % Total revenues 17,596,443 24,696,625 (28.7) % 23,102,138 6.9 % Costs and expenses: Purchased transportation and related services $ 13,886,024 $ 20,035,715 (30.7) % $ 18,994,574 5.5 % Purchased products sourced for resale 1,105,811 1,067,733 3.6 % 955,475 11.7 % Personnel expenses 1,465,735 1,722,980 (14.9) % 1,543,610 11.6 % Other selling, general, and administrative expenses 624,266 603,415 3.5 % 526,371 14.6 % Total costs and expenses 17,081,836 23,429,843 (27.1) % 22,020,030 6.4 % Income from operations 514,607 1,266,782 (59.4) % 1,082,108 17.1 % Interest and other expense (105,421) (100,017) 5.4 % (59,817) 67.2 % Income before provision for income taxes 409,186 1,166,765 (64.9) % 1,022,291 14.1 % Provision for income taxes 84,057 226,241 (62.8) % 178,046 27.1 % Net income $ 325,129 $ 940,524 (65.4) % $ 844,245 11.4 % Diluted net income per share $ 2.72 $ 7.40 (63.2) % $ 6.31 17.3 % Average employee headcount 16,041 17,601 (8.9) % 15,761 11.7 % Adjusted gross profit margin percentage (1) Transportation 15.2% 14.8% 40 bps 13.8% 100 bps Sourcing 9.6% 9.5% 10 bps 9.5% - bps Total adjusted gross profit margin 14.8% 14.5% 30 bps 13.6% 90 bps ________________________________ (1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS The following table summarizes our results of operations (dollars in thousands, except per share data): Twelve Months Ended December 31, 2024 2023 % change 2022 % change Revenues: Transportation $ 16,353,745 $ 16,372,660 (0.1) % $ 23,516,384 (30.4) % Sourcing 1,371,211 1,223,783 12.0 % 1,180,241 3.7 % Total revenues 17,724,956 17,596,443 0.7 % 24,696,625 (28.7) % Costs and expenses: Purchased transportation and related services $ 13,719,935 $ 13,886,024 (1.2) % $ 20,035,715 (30.7) % Purchased products sourced for resale 1,240,007 1,105,811 12.1 % 1,067,733 3.6 % Personnel expenses 1,456,249 1,465,735 (0.6) % 1,722,980 (14.9) % Other selling, general, and administrative expenses 639,624 624,266 2.5 % 603,415 3.5 % Total costs and expenses 17,055,815 17,081,836 (0.2) % 23,429,843 (27.1) % Income from operations 669,141 514,607 30.0 % 1,266,782 (59.4) % Interest and other expense (89,937) (105,421) (14.7) % (100,017) 5.4 % Income before provision for income taxes 579,204 409,186 41.6 % 1,166,765 (64.9) % Provision for income taxes 113,514 84,057 35.0 % 226,241 (62.8) % Net income $ 465,690 $ 325,129 43.2 % $ 940,524 (65.4) % Diluted net income per share $ 3.86 $ 2.72 41.9 % $ 7.40 (63.2) % Average employee headcount 14,386 16,041 (10.3) % 17,601 (8.9) % Adjusted gross profit margin percentage (1) Transportation 16.1% 15.2% 90 bps 14.8% 40 bps Sourcing 9.6% 9.6% — bps 9.5% 10 bps Total adjusted gross profit margin 15.6% 14.8% 80 bps 14.5% 30 bps ________________________________ (1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
The effective income tax rate for the twelve months ended December 31, 2023 was lower than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, U.S. tax credits and incentives, and the tax impact of share-based payment awards, which reduced the effective tax rate by 9.5 percentage points, 3.4 percentage points, and 2.2 percentage points, respectively.
The effective income tax rate for the twelve months ended December 31, 2023, was lower than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, U.S. tax credits and incentives, and the tax impact of share-based payment awards, which reduced the effective tax rate by 9.5 percentage points, 3.4 percentage points, and 2.7 percentage points, respectively.
As of December 31, 2023, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement. We have no financing lease obligations.
As of December 31, 2024, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement. We have no financing lease obligations.
Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. See also Note 1, Summary of Significant Accounting Policies , for further information regarding our revenue recognition policies. GOODWILL.
Customs brokerage, managed solutions, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. See also Note 1, Summary of Significant Accounting Policies , for further information regarding our revenue recognition policies. GOODWILL.
Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2023, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority.
Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2024, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority.
We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed. As of December 31, 2023, we were in compliance with all of the covenants under our debt agreements.
We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed. As of December 31, 2024, we were in compliance with all of the covenants under our debt agreements.
(2) We maintain operating leases for office space, warehouses, office equipment, and trailers. See Note 11, Leases , for further information. (3) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms.
(2) We maintain operating leases for office space, warehouses, office equipment, and trailers. See Note 10, Leases , for further information. (3) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms.
CRITICAL ACCOUNTING ESTIMATES Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures.
CRITICAL ACCOUNTING ESTIMATES Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures.
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2023, to the twelve months ended December 31, 2022.
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2024, to the twelve months ended December 31, 2023.
One of the metrics we use to measure market conditions is the truckload routing guide depth from our Managed Services business. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider.
One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. Cash and cash equivalents totaled $145.5 million as of December 31, 2023, and $217.5 million as of December 31, 2022.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. Cash and cash equivalents totaled $145.8 million as of December 31, 2024, and $145.5 million as of December 31, 2023.
A reconciliation of our reportable segments to our consolidated results can be found in Note 9, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K. Consolidated Results of Operations—Twelve Months Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022 Total revenues and direct costs.
A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K. Consolidated Results of Operations—Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Total revenues and direct costs.
All Other and Corporate Segment Results of Operations All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
All Other and Corporate Segment Results of Operations All Other and Corporate includes our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 21.0 percent during 2023. Our 2023 Global Forwarding results were largely consistent with the trends discussed above in the market trends section.
Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 5.0 percent during 2024. Our 2024 Global Forwarding results were largely consistent with the trends discussed above in the market trends section.
Therefore, $20.1 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes , to the consolidated financial statements for a discussion on income taxes. As of December 31, 2023, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 38 Table of contents
Therefore, $23.5 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes , to the consolidated financial statements for a discussion on income taxes. As of December 31, 2024, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 36 Table of Contents
The current year results also included a $24.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses. • The effective tax rate for 2023 was 20.5 percent compared to 19.4 percent in 2022.
The current year results also included a $7.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses. • The effective tax rate for 2024 was 19.6 percent compared to 20.5 percent in 2023.
As of December 31, 2023, we recorded revenue of $189.9 million for services we have provided while a shipment was still in-transit but for which we had not yet completed our performance obligation or had not yet invoiced our customer compared to $257.6 million at December 31, 2022.
As of December 31, 2024, we recorded revenue of $200.3 million for services we have provided while a shipment was still in-transit, but for which we had not yet completed our performance obligation or had not yet invoiced our customer compared to $189.9 million at December 31, 2023.
A similar discussion and analysis that compares the twelve months ended December 31, 2022, to the twelve months ended December 31, 2021, can be found in Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations, ” of our 2022 Annual Report on Form 10-K filed with the SEC on February 17, 2023.
A similar discussion and analysis that compares the twelve months ended December 31, 2023, to the twelve months ended December 31, 2022, can be 28 Table of Contents found in Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” of our 2023 Annual Report on Form 10-K filed with the SEC on February 16, 2024.
The effective income tax rate for the twelve months ended December 31, 2022, was lower than the statutory federal income tax rate primarily due to the tax benefit from U.S. tax credits and incentives, foreign tax credits, and the tax impact of share-based payment awards, which reduced the effective tax rate by 2.0 percentage points, 1.2 percentage points, and 1.1 percentage points, respectively.
The effective income tax rate for the twelve months ended December 31, 2024, was lower than the statutory federal income tax rate primarily due to the tax impact of U.S. tax credits and incentives and share-based payment awards, which reduced the effective tax rate by 5.3 percentage points and 1.8 percentage points, respectively.
In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands): Description Carrying Value as of December 31, 2023 Borrowing Capacity Maturity Revolving Credit Facility $ 160,000 $ 1,000,000 November 2027 Senior Notes, Series B 150,000 150,000 August 2028 Senior Notes, Series C 175,000 175,000 August 2033 Receivables Securitization Facility (1) 499,542 500,000 November 2025 Senior Notes (1) 595,945 600,000 April 2028 Total debt $ 1,580,487 $ 2,425,000 ________________________________ (1) Net of unamortized discounts and issuance costs.
In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands): Description Carrying Value as of December 31, 2024 Borrowing Capacity Maturity Revolving Credit Facility $ 9,000 $ 1,000,000 November 2027 Senior Notes, Series B 150,000 150,000 August 2028 Senior Notes, Series C 175,000 175,000 August 2033 Receivables Securitization Facility (1) 446,792 500,000 November 2025 Senior Notes (1) 596,857 600,000 April 2028 Total debt $ 1,377,649 $ 2,425,000 ________________________________ (1) Net of unamortized discounts and issuance costs.
Average routing guide depth has remained low throughout 2023 and finished the year at 1.2, representing that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases.
Average routing guide depth has remained low throughout 2024 and finished the year at 1.3, representing that on average, the first carrier in a shipper’s routing guide was executing the shipment in most cases. Average routing guide depth at the end of 2023 was 1.2 and held at that level before increasing slightly at the end of 2024.
Refer to Note 15, Restructuring, for further discussion related to our 2022 Restructuring Program. 34 Table of contents LIQUIDITY AND CAPITAL RESOURCES We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock.
Refer to Note 15, Divestitures , for further discussion related to the divestitures of our Europe Surface Transportation business and Argentina operations. 32 Table of Contents LIQUIDITY AND CAPITAL RESOURCES We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock.
Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions, or otherwise.
Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions, or otherwise.
The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands): Twelve Months Ended December 31, 2023 2022 2021 Revenues: Transportation $ 16,372,660 $ 23,516,384 $ 22,046,574 Sourcing 1,223,783 1,180,241 1,055,564 Total revenues 17,596,443 24,696,625 23,102,138 Costs and expenses: Purchased transportation and related services 13,886,024 20,035,715 18,994,574 Purchased products sourced for resale 1,105,811 1,067,733 955,475 Direct internally developed software amortization 33,620 25,487 20,208 Total direct costs 15,025,455 21,128,935 19,970,257 Gross profits / Gross profit margin 2,570,988 14.6 % 3,567,690 14.4 % 3,131,881 13.6 % Plus: Direct internally developed software amortization 33,620 25,487 20,208 Adjusted gross profits / Adjusted gross profit margin $ 2,604,608 14.8 % $ 3,593,177 14.5 % $ 3,152,089 13.6 % Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit.
The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands): Twelve Months Ended December 31, 2024 2023 2022 Revenues: Transportation $ 16,353,745 $ 16,372,660 $ 23,516,384 Sourcing 1,371,211 1,223,783 1,180,241 Total revenues 17,724,956 17,596,443 24,696,625 Costs and expenses: Purchased transportation and related services 13,719,935 13,886,024 20,035,715 Purchased products sourced for resale 1,240,007 1,105,811 1,067,733 Direct internally developed software amortization 44,308 33,620 25,487 Total direct costs 15,004,250 15,025,455 21,128,935 Gross profits/Gross profit margin 2,720,706 15.3 % 2,570,988 14.6 % 3,567,690 14.4 % Plus: Direct internally developed software amortization 44,308 33,620 25,487 Adjusted gross profits/Adjusted gross profit margin $ 2,765,014 15.6 % $ 2,604,608 14.8 % $ 3,593,177 14.5 % Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit.
During 2022, we sold an office building in Kansas City, Missouri, for a sales price of $55.0 million and recognized a gain of $23.5 million on the sale in the twelve months ended December 31, 2022. We simultaneously entered into an agreement to lease the office building for 10 years.
During 2022, we sold an office building in Kansas City, Missouri, for a sales price of $55.0 million and recognized a gain of $23.5 million on the sale. We simultaneously entered into an agreement to lease the office building for 10 years. We anticipate capital expenditures in 2025 to be approximately $75 million to $85 million.
Sourcing adjusted gross profits increased, driven by integrated supply chain solutions for foodservice and wholesale customers as well as increased pricing and volume in the retail industry. Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts including lower average employee headcount in addition to lower variable compensation decreased reflecting the decline in results relative to the prior year.
Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for retail and foodservice customers. Operating expenses. Personnel expenses decreased, primarily due to cost optimization efforts including lower average employee headcount partially offset by higher variable compensation reflecting the improved results compared to the prior year.
Global Forwarding Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2023 2022 % change 2021 % change Total revenues $ 2,997,704 $ 6,812,008 (56.0) % $ 6,729,790 1.2 % Costs and expenses: Purchased transportation and related services 2,308,339 5,728,535 (59.7) % 5,656,249 1.3 % Personnel expenses 366,464 414,690 (11.6) % 368,563 12.5 % Other selling, general, and administrative expenses 237,071 219,419 8.0 % 194,222 13.0 % Total costs and expenses 2,911,874 6,362,644 (54.2) % 6,219,034 2.3 % Income from operations $ 85,830 $ 449,364 (80.9) % $ 510,756 (12.0) % Twelve Months Ended December 31, 2023 2022 % change 2021 % change Average employee headcount 5,222 5,712 (8.6) % 5,071 12.6 % Service line volume statistics Ocean (5.0) % (0.5) % Air (6.5) % (9.0) % Customs (8.5) % 3.5 % Adjusted gross profits (1) Ocean $ 420,826 $ 729,453 (42.3) % $ 710,845 2.6 % Air 121,978 195,191 (37.5) % 221,906 (12.0) % Customs 97,095 107,691 (9.8) % 100,540 7.1 % Other 49,466 51,138 (3.3) % 40,250 27.1 % Total adjusted gross profits $ 689,365 $ 1,083,473 (36.4) % $ 1,073,541 0.9 % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
Global Forwarding Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 3,805,018 $ 2,997,704 26.9 % $ 6,812,008 (56.0) % Costs and expenses: Purchased transportation and related services 3,002,469 2,308,339 30.1 % 5,728,535 (59.7) % Personnel expenses 371,576 366,464 1.4 % 414,690 (11.6) % Other selling, general, and administrative expenses 218,497 237,071 (7.8) % 219,419 8.0 % Total costs and expenses 3,592,542 2,911,874 23.4 % 6,362,644 (54.2) % Income from operations $ 212,476 $ 85,830 147.6 % $ 449,364 (80.9) % Twelve Months Ended December 31, 2024 2023 % change 2022 % change Average employee headcount 4,678 5,222 (10.4) % 5,712 (8.6) % Service line volume statistics Ocean 5.5 % (5.0) % Air 17.0 % (6.5) % Customs 4.5 % (8.5) % Adjusted gross profits (1) Ocean $ 519,878 $ 420,826 23.5 % $ 729,453 (42.3) % Air 134,289 121,978 10.1 % 195,191 (37.5) % Customs 107,485 97,095 10.7 % 107,691 (9.8) % Other 40,897 49,466 (17.3) % 51,138 (3.3) % Total adjusted gross profits $ 802,549 $ 689,365 16.4 % $ 1,083,473 (36.4) % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
Customs adjusted gross profits decreased driven by a decline in transaction volumes. 33 Table of contents Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts, including lower average employee headcount and lower variable compensation, reflecting the decline in results relative to the prior year.
Customs adjusted gross profits increased, driven by higher transaction volumes and an increase in adjusted gross profits per transaction. 31 Table of Contents Operating expenses. Personnel expenses increased primarily due to increased variable compensation reflecting the improved results relative to the prior year. This increase was partially offset by cost optimization efforts, including lower average employee headcount.
The decrease in cash used for share repurchases was due to a significant decrease in the number of shares repurchased in 2023 compared to 2022 as minimal shares were repurchased in the second half of 2023. In December 2022 , the Board of Directors increased the number of shares authorized to be repurchased by 20,000,000 shares.
The decrease in cash used for share repurchases was due to a significant decrease in the number of shares repurchased in 2023 compared to 2022 as minimal shares were repurchased in the second half of 2023. No shares were repurchased in 2024.
The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) : Twelve Months Ended December 31, 2023 2022 2021 Total revenues $ 17,596,443 $ 24,696,625 $ 23,102,138 Operating income 514,607 1,266,782 1,082,108 Operating margin 2.9 % 5.1 % 4.7 % Adjusted gross profit $ 2,604,608 $ 3,593,177 $ 3,152,089 Operating income 514,607 1,266,782 1,082,108 Adjusted operating margin 19.8 % 35.3 % 34.3 % 27 Table of contents MARKET TRENDS The North America surface transportation market continues to experience weak freight demand combined with excess carrier capacity, which is resulting in an oversupplied and very competitive market.
The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) : Twelve Months Ended December 31, 2024 2023 2022 Total revenues $ 17,724,956 $ 17,596,443 $ 24,696,625 Operating income 669,141 514,607 1,266,782 Operating margin 3.8 % 2.9 % 5.1 % Adjusted gross profit $ 2,765,014 $ 2,604,608 $ 3,593,177 Operating income 669,141 514,607 1,266,782 Adjusted operating margin 24.2 % 19.8 % 35.3 % 26 Table of Contents MARKET TRENDS The North America surface transportation market continued to experience excess carrier capacity relative to shipper demand throughout 2024, which resulted in an oversupplied and very competitive market.
Twelve Months Ended December 31, (dollars in thousands) 2023 2022 % change 2021 % change Total revenues $ 2,127,664 $ 2,057,150 3.4 % $ 1,864,431 10.3 % Loss from operations (31,183) (15,884) N/M (13,999) N/M Adjusted gross profits (1) Robinson Fresh 131,216 121,639 7.9 % 107,543 13.1 % Managed Services 116,196 115,094 1.0 % 105,064 9.5 % Other Surface Transportation 73,977 76,267 (3.0) % 72,988 4.5 % Total adjusted gross profits $ 321,389 $ 313,000 2.7 % $ 285,595 9.6 % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 2,192,399 $ 2,127,664 3.0 % $ 2,057,150 3.4 % Loss from operations (74,627) (31,183) N/M (15,884) N/M Adjusted gross profits (1) Robinson Fresh 146,310 131,216 11.5 % 121,639 7.9 % Managed Solutions 113,770 116,196 (2.1) % 115,094 1.0 % Other Surface Transportation 61,190 73,977 (17.3) % 76,267 (3.0) % Total adjusted gross profits $ 321,270 $ 321,389 — % $ 313,000 2.7 % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world, with consolidated total revenues of $17.6 billion in 2023. We bring together customers, carriers, and suppliers to connect and grow supply chains.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $17.7 billion in 2024. We deliver logistics like no one else.
Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport; generally, a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.
The transit period can vary based upon the method of transport; generally, a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.
Our sourcing total revenue and direct costs increased, driven by an increase in case volume with foodservice and retail customers. 30 Table of contents Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased due to lower adjusted gross profits per transaction in truckload and ocean services, in addition to decreased volumes in nearly all service lines.
Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers. Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased due to higher adjusted gross profits per transaction in ocean and truckload services, in addition to increased volumes in our ocean service line.
These impacts were partially offset by state income taxes, net of federal benefits, which increased the effective tax rate by 2.1 percentage points. 31 Table of contents NAST Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2023 2022 % change 2021 % change Total revenues $ 12,471,075 $ 15,827,467 (21.2) % $ 14,507,917 9.1 % Costs and expenses: Purchased transportation and related services 10,877,221 13,630,763 (20.2) % 12,714,964 7.2 % Personnel expenses 662,037 844,472 (21.6) % 779,435 8.3 % Other selling, general, and administrative expenses 471,857 518,930 (9.1) % 428,167 21.2 % Total costs and expenses 12,011,115 14,994,165 (19.9) % 13,922,566 7.7 % Income from operations $ 459,960 $ 833,302 (44.8) % $ 585,351 42.4 % Twelve Months Ended December 31, 2023 2022 % change 2021 % change Average employee headcount 6,469 7,365 (12.2) % 6,764 8.9 % Service line volume statistics Truckload (4.5) % 0.5 % LTL (2.0) % (2.0) % Adjusted gross profits (1) Truckload $ 943,674 $ 1,463,363 (35.5) % $ 1,192,644 22.7 % LTL 543,657 626,744 (13.3) % 517,500 21.1 % Other 106,523 106,597 (0.1) % 82,809 28.7 % Total adjusted gross profits $ 1,593,854 $ 2,196,704 (27.4) % $ 1,792,953 22.5 % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
These impacts were partially offset by a higher tax rate on foreign earnings and the impact of a Section 199 domestic production activities settlement, which increased the effective tax rate by 5.8 percentage points and 4.7 percentage points, respectively. 29 Table of Contents NAST Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 11,727,539 $ 12,471,075 (6.0) % $ 15,827,467 (21.2) % Costs and expenses: Purchased transportation and related services 10,086,344 10,877,221 (7.3) % 13,630,763 (20.2) % Personnel expenses 669,611 662,037 1.1 % 844,472 (21.6) % Other selling, general, and administrative expenses 440,292 471,857 (6.7) % 518,930 (9.1) % Total costs and expenses 11,196,247 12,011,115 (6.8) % 14,994,165 (19.9) % Income from operations $ 531,292 $ 459,960 15.5 % $ 833,302 (44.8) % Twelve Months Ended December 31, 2024 2023 % change 2022 % change Average employee headcount 5,696 6,469 (11.9) % 7,365 (12.2) % Service line volume statistics Truckload (2.5) % (4.5) % LTL 2.5 % (2.0) % Adjusted gross profits (1) Truckload $ 994,722 $ 943,674 5.4 % $ 1,463,363 (35.5) % LTL 565,892 543,657 4.1 % 626,744 (13.3) % Other 80,581 106,523 (24.4) % 106,597 (0.1) % Total adjusted gross profits $ 1,641,195 $ 1,593,854 3.0 % $ 2,196,704 (27.4) % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
The weak freight demand and excess carrier capacity in the market has resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot market. This resulted in declines in both our total revenues and adjusted gross profits in 2023.
The weak freight demand and excess carrier capacity in the market resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot market for most of 2024.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands): Twelve months ended December 31, 2023 2022 % change 2021 % change Sources (uses) of cash: Cash provided by operating activities $ 731,946 $ 1,650,171 (55.6) % $ 94,955 1,637.8 % Capital expenditures (84,111) (128,497) (70,922) Acquisitions, net of cash acquired — — (14,750) Sale of property and equipment 1,324 63,579 — Cash used for investing activities (82,787) (64,918) 27.5 % (85,672) (24.2) % Repurchase of common stock (63,884) (1,459,900) (581,756) Cash dividends (291,569) (285,317) (277,321) Net (repayments) borrowings on debt (394,000) 54,000 822,701 Other financing activities 31,620 71,671 43,949 Net cash (used for) provided by financing activities (717,833) (1,619,546) (55.7) % 7,573 N/M Effect of exchange rates on cash and cash equivalents (3,284) (5,638) (3,239) Net change in cash and cash equivalents $ (71,958) $ (39,931) $ 13,617 35 Table of contents Cash flow from operating activities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands): Twelve months ended December 31, 2024 2023 % change 2022 % change Sources (uses) of cash: Cash provided by operating activities $ 509,084 $ 731,946 (30.4) % $ 1,650,171 (55.6) % Capital expenditures (74,288) (84,111) (128,497) Sale of property and equipment — 1,324 63,579 Cash used for investing activities (74,288) (82,787) (10.3) % (64,918) 27.5 % Repurchase of common stock — (63,884) (1,459,900) Cash dividends (294,772) (291,569) (285,317) Net (repayments) borrowings on debt (204,000) (394,000) 54,000 Other financing activities 82,673 31,620 71,671 Net cash used for financing activities (416,099) (717,833) (42.0) % (1,619,546) (55.7) % Effect of exchange rates on cash and cash equivalents (8,152) (3,284) (5,638) Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 10,545 $ (71,958) $ (39,931) 33 Table of Contents Cash flow from operating activities.
We utilize our historical knowledge of shipping lanes and estimated transit times to determine the transit period in cases where our customers’ freight has not reached its intended destination.
See Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations , for further information. We utilize our historical knowledge of shipping lanes and estimated transit times to determine the transit period in cases where our customers’ freight has not reached its intended destination.
Our total ocean freight volumes decreased 5.0 percent while our air freight tonnage decreased 6.5 percent in 2023. 28 Table of contents SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS The following summarizes select 2023 year-over-year operating comparisons to 2022: • Total revenues decreased 28.7 percent to $17.6 billion, primarily driven by lower pricing in our ocean and truckload services. • Gross profits decreased 27.9 percent to $2.6 billion.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS The following summarizes select 2024 year-over-year operating comparisons to 2023: • Total revenues increased 0.7 percent to $17.7 billion, primarily driven by higher pricing and volume in our ocean services, partially offset by lower pricing and volume in our truckload services. • Gross profits increased 5.8 percent to $2.7 billion.
Twelve Months Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022 Total revenues and direct costs. NAST total revenues and direct costs decreased driven by lower pricing and freight costs in truckload and LTL services compared to the prior year in addition to volume declines in both services.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Total revenues and direct costs. NAST total revenues and direct costs decreased, driven by lower pricing and purchased transportation costs and a decline in volume in truckload services.
Cash and cash equivalents held outside the U.S. totaled $142.8 million as of December 31, 2023, and $204.7 million as of December 31, 2022. Working capital increased from $266.4 million at December 31, 2022, to $828.7 million at December 31, 2023.
Cash and cash equivalents held outside the United States totaled $134.0 million as of December 31, 2024, and $142.8 million as of December 31, 2023. Working capital decreased from $828.7 million at December 31, 2023, to $644.7 million at December 31, 2024.
The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses and allocated based upon relevant segment operating metrics.
Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses and allocated based upon relevant segment operating metrics.
Adjusted gross profits decreased 27.5 percent to $2.6 billion, primarily driven by lower adjusted gross profits per transaction in truckload and ocean services. • Personnel expenses decreased 14.9 percent to $1.5 billion, primarily due to cost optimization efforts and lower variable compensation.
Adjusted gross profits increased 6.2 percent to $2.8 billion, primarily driven by higher adjusted gross profit per transaction in our truckload and ocean services. • Personnel expenses decreased 0.6 percent to $1.5 billion, primarily due to cost optimization efforts and productivity improvements, partially offset by higher variable compensation and higher restructuring charges related to workforce reductions.
As of December 31, 2023, there were 6,763,445 shares remaining for future repurchases. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value.
In December 2022, the Board of Directors increased the number of shares authorized to be repurchased by 20,000,000 shares. As of December 31, 2024, there were 6,763,445 shares remaining for future repurchases. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions.
Twelve Months Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022 Total revenues and direct costs. Total revenues and direct costs increased driven by an increase in case volume for foodservice and retail customers in Robinson Fresh. Other Surface Transportation total revenues and direct costs also increased, driven by higher truckload volumes in Europe.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Total revenues and direct costs. Total revenues and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers in our Robinson Fresh business.
Adjusted operating margin of 19.8 percent decreased 1,550 basis points. • Interest and other expenses, net totaled $105.4 million, which primarily consisted of $90.2 million of interest expense, which increased $13.1 million versus last year due to higher average variable interest rates.
Adjusted operating margin of 24.2 percent increased 440 basis points. • Interest and other income/expenses, net totaled $89.9 million, which primarily consisted of $85.9 million of interest expense, which decreased $4.3 million versus last year due to a lower average debt balance.
The current year also included a $24.4 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses driven by a $16.4 million foreign currency loss related to the devaluation of the Argentine Peso.
The prior year included a $24.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses driven by a $16.4 million foreign currency loss related to the devaluation of the Argentine Peso. Provision for income taxes. Our effective income tax rate was 19.6 percent in 2024 and 20.5 percent in 2023.
The amount of revenue recognized for contracts where the transit period was partially complete declined significantly at December 31, 2023 compared to December 31, 2022, driven by the macroeconomic and industry factors impacting the cost of purchased transportation. See Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations , for further information.
The amount of revenue recognized for contracts where the transit period was partially complete increased as of December 31, 2024, compared to December 31, 2023, driven by the macroeconomic and industry factors impacting the cost of purchased transportation in ocean services.
Twelve Months Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022 Total revenues and direct costs. Global Forwarding total revenues and direct costs decreased driven by lower pricing and purchased transportation costs in both ocean and air freight and, to a lesser extent, volume declines in both service lines.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Total revenues and direct costs. Global Forwarding total revenues and direct costs increased, driven by higher pricing and purchased transportation costs in ocean services in addition to volume increases across all global forwarding transportation services.
Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition. 36 Table of contents Transportation and Logistics Services - As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight.
Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition. 34 Table of Contents Transportation and Logistics Services.
There were not factors present for any reporting units, other than Europe Surface Transportation, indicating it was more likely than not that the fair value of our reporting unit was less than its respective carrying value.
As part of our annual Step Zero Analysis performed in 2024 for all other reporting units, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value.
Operating expenses in 2023 also included $18.4 million of severance and related expenses primarily related to our 2022 Restructuring Program and $19.6 million of other SG&A expenses related to exit and disposal costs including asset impairments from our South American Restructuring Program.
These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for 2023 included $3.8 million of severance and related personnel expenses. Other SG&A in 2023 included $18.2 million primarily related to disposal and exit activities, including asset impairments. These expenses were associated with our 2022 Restructuring Program and the divestiture of our Argentina operations.
We anticipate capital expenditures in 2024 to be approximately $85 million to $95 million. Cash used for financing activities. We had net repayments on debt in 2023 and net borrowings on debt in 2022.
Cash used for financing activities. We had net repayments on debt in 2024 and 2023 and net borrowings on debt in 2022 . Net repayments in 2024 were primarily to decrease the outstanding balance on the Revolving Credit Facility and the Receivables Securitization Facility.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations.
As such, a Step One Analysis was not completed for any other reporting units and no impairments have been recorded in any period presented in the financial statements. INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations.
We generated significant cash flow from operating activities in 2022 driven by our strong operating results. Our net income in 2023 was adversely impacted by the weak freight demand and excess carrier capacity discussed in the market trends and business trends sections above. This impact significantly reduced our net income and cash flow from operating activities in 2023.
In 2023, our results were adversely impacted by weak freight demand and excess carrier capacity, which significantly decreased our net operating working capital and benefited our cash flow from operations.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES The following table aggregates all contractual commitments and commercial obligations, due by period, that affect our financial condition and liquidity position as of December 31, 2023 (dollars in thousands): 2024 2025 2026 2027 2028 Thereafter Total Borrowings under credit agreements $ 160,000 $ 500,000 $ — $ — $ — $ — $ 660,000 Senior notes (1) 25,200 25,200 25,200 25,200 607,350 — 708,150 Long-term notes payable (1) 14,440 14,440 14,440 14,440 164,440 215,250 437,450 Maturity of lease liabilities (2) 87,554 81,556 67,755 51,612 37,297 94,039 419,813 Purchase obligations (3) 129,634 16,061 4,642 2,092 — — 152,429 Total $ 416,828 $ 637,257 $ 112,037 $ 93,344 $ 809,087 $ 309,289 $ 2,377,842 ________________________________ (1) Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES The following table aggregates all contractual commitments and commercial obligations, due by period, which affect our financial condition and liquidity position as of December 31, 2024 (dollars in thousands): 2025 2026 2027 2028 2029 Thereafter Total Borrowings under credit agreements $ 456,000 $ — $ — $ — $ — $ — $ 456,000 Senior notes (1) 25,200 25,200 25,200 607,350 — — 682,950 Long-term notes payable (1) 14,440 14,440 14,440 164,440 8,050 207,200 423,010 Maturity of lease liabilities (2) 89,523 88,899 71,829 54,842 42,035 73,985 421,113 Purchase obligations (3) 76,604 36,751 21,319 19,727 21,538 — 175,939 Total $ 661,767 $ 165,290 $ 132,788 $ 846,359 $ 71,623 $ 281,185 $ 2,159,012 ________________________________ (1) Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
NAST adjusted gross profits decreased due to lower adjusted gross profits per transaction in truckload services and, to a lesser extent, LTL services. Volumes also declined in both services.
Managed Solutions adjusted gross profits decreased due to lower transaction volume. Other Surface Transportation adjusted gross profits decreased primarily due to a decrease in adjusted gross profits per transaction in European truckload and a decrease in European truckload volumes. Operating expenses.
There continues to be more than sufficient air freight capacity in the market, which has kept air freight rates suppressed throughout 2023. BUSINESS TRENDS Our 2023 surface transportation results were largely consistent with the trends discussed in the market trends section.
BUSINESS TRENDS Our 2024 surface transportation results were largely consistent with the trends discussed in the market trends section and similar to trends experienced in the prior year.
Operating expenses in 2022 included $21.5 million of severance and related expenses and $15.2 million of other SG&A expenses, primarily due to the impairment of certain capitalized internally developed software from our 2022 Restructuring Program. Refer to Note 15, Restructuring, in this report for further discussion related to our 2022 Restructuring and South American Restructuring Programs.
Personnel expenses in 2023, included $13.5 million of severance and related personnel expenses. We also incurred $1.5 million of other SG&A expenses in 2023. These expenses were associated with our 2022 Restructuring Program and the divestiture of our Argentina operations. Refer to Note 14, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.
These impacts were partially offset by a higher tax rate on foreign earnings and the impact of the Section 199 domestic production activities settlement, which increased the effective tax rate by 6.7 percentage points and 4.7 percentage points, respectively.
These impacts were partially offset by foreign tax credits and state income taxes, net of federal benefit, which increased the effective tax rate by 2.5 percentage points and 1.9 percentage points, respectively.
Cash flow from operating activities in both 2023 and 2022 benefited from sequential declines in net operating working capital. The declines in net operating working capital were driven by the declining transportation rates discussed in the market trends and business trends sections above.
The increase to net income was offset by elevated freight rates in ocean services, driven by the factors discussed in the market trends and business trends sections above, which resulted in an increase in net operating working capital and negatively impacted our cash flow from operations.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by integrated supply chain solutions for foodservice and wholesale customers as well as increased pricing and volume in the retail industry.
This increase was partially offset by a decline in European truckload pricing and volume in our Other Surface Transportation business resulting in a decline in total revenues and direct costs. Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers.
The higher rate in 2023 was due primarily due to the higher tax rate on foreign earnings and the impact of the Section 199 domestic production activities settlement, partially offset by the tax impact of foreign tax credits. • Net income totaled $325.1 million, down 65.4 percent from a year ago.
The lower rate in the current year was driven by the impact of non-recurring discrete items and higher U.S. tax credits, partially offset by higher pre-tax income and lower foreign tax credits. • Net income totaled $465.7 million, up 43.2 percent from a year ago. Diluted earnings per share increased 41.9 percent to $3.86.
These conditions are typically referred to as a soft market and have existed throughout most of 2023 with transportation rates at, or near, the estimated cost to operate a truck. This compared to historically elevated transportation rates in the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022.
These conditions are typically referred to as a soft market and resulted in transportation rates at, or near, the estimated cost to operate a truck for much of 2024. Although carrier capacity has begun exiting the market, it has been at rates much slower than is typically seen at this stage of the market cycle.
Interest and other income/expense, net. Interest and other expense of $105.4 million, primarily consisted of $90.2 million of interest expense, which increased $13.1 million compared to the prior year due to a higher average variable interest rates compared to the prior year.
Interest and other income/expense, net. Interest and other income/expense, net was $89.9 million, primarily consisted of $85.9 million of interest expense, which decreased $4.3 million compared to the prior year due to a lower average debt balance. The current year also included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.
Actual results may differ from those used in our valuations when a Step One Analysis is performed. As part of our annual goodwill impairment testing performed in 2023, we elected to bypass the Step Zero Analysis and perform a Step One Analysis on all of our reporting units.
Actual results may differ from those used in our valuations when a Step One Analysis is performed. On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included the assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”).
Average employee headcount decreased 8.9 percent. • Other selling, general, and administrative (“SG&A”) expenses increased 3.5 percent to $624.3 million, primarily due to a $25.3 million gain on the sale-leaseback of our Kansas City regional center recorded in the prior year, partially offset by decreased purchased and contracted services in the current year. • Income from operations totaled $514.6 million, down 59.4 percent from last year, due to a decline in adjusted gross profits, partially offset by the decline in operating expenses.
Average employee headcount decreased 10.3 percent. • Other selling, general, and administrative (“SG&A”) expenses increased 2.5 percent to $639.6 million, primarily due to a $44.5 million loss on the divestiture of our Europe Surface Transportation business. The prior year included 27 Table of Contents $19.6 million of charges, primarily related to the divestiture of our operations in Argentina.
The lower adjusted gross profits per transaction was driven by the weak freight demand and excess carrier capacity in the global forwarding market discussed in the market trends and business trends sections above, which have suppressed freight rates in the twelve months ended December 31, 2023.
Global Forwarding adjusted gross profits increased, driven by higher adjusted gross profits per shipment and an increase in volumes in ocean services driven by the challenges facing the global forwarding market, which resulted in elevated pricing. This compared to a market characterized by weak freight demand and excess carrier capacity in 2023.
The twelve months ended December 31, 2022, included $3.8 million of severance and related expenses and $3.2 million of other SG&A expenses, primarily due to the impairment of certain capitalized internally developed software projects related to our 2022 Restructuring Program. Refer to Note 15, Restructuring, for further discussion related to our 2022 Restructuring and our South American Restructuring Programs.
We also incurred $19.6 million of other SG&A expenses primarily related to the divestiture of our Argentina operations. Refer to Note 14, Restructuring , for further discussion related to our 2024 and 2022 Restructuring Programs. Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business and Argentina operations.
Other Surface Transportation adjusted gross profits decreased, primarily due to lower European truckload adjusted gross profits per transaction, partially offset by an increase in Europe truckload volumes. Operating expenses. The operating expenses in the twelve months ended December 31, 2023, for All Other and Corporate included $13.5 million of severance and related expenses from our 2022 Restructuring Program.
Other SG&A expenses increased primarily due to the divestiture of our Europe Surface Transportation business, which was partially offset by the impact of the divestiture of our Argentina operations in 2023 discussed below. In addition to the above, our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program.
The twelve months ended December 31, 2023, included $1.5 million of other SG&A expenses primarily from our 2022 Restructuring Program. The twelve months ended December 31, 2022, included $11.4 million of severance and related expenses and $8.8 million of other SG&A expenses, primarily due to the impairment of certain capitalized internally developed software projects related to our 2022 Restructuring Program.
We also incurred $66.2 million in other SG&A expenses in 2024. These expenses were primarily due to a $44.5 million loss related to the divestiture of our Europe Surface Transportation business and $21.9 million related to our 2024 Restructuring Program. Our personnel expenses for 2023 included $18.4 million of severance and related expenses related to our 2022 Restructuring Program.
Total transportation revenues and direct costs decreased driven by lower pricing and freight costs in nearly all service lines, most notably ocean and truckload services. In addition, volume declined in nearly all transportation services compared to the prior year.
Conversely, truckload transportation revenues and direct costs decreased compared to the prior year. This decline in truckload pricing and purchased transportation costs was driven by the soft market conditions in surface transportation, characterized by an oversupply of carrier capacity throughout most of 2024.
This compared to the prior year where surface transportation rates were declining from historically elevated levels, which benefited our results in 2022 as periods where the cost of transportation declines often results in improved adjusted gross profits per shipment in our portfolio. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 18.5 percent during 2023.
Despite these challenging market conditions, we were able to improve our adjusted gross profit per transaction in 2024 compared to 2023 as a result of disciplined pricing and capacity procurement efforts leading to better adjusted gross profits per transaction within our transactional portfolio. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 5.5 percent during 2024.
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We are grounded in our customer promise to use our technology, which is built by and for supply chain experts and powered by our information advantage, to deliver smarter solutions. These global solutions, combined with the expertise of our people, deliver value–from improved cost reductions and reliability to sustainability and visibility–that our customers and carriers can rely on.
Added
Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics challenges — from the simple to the complex. We are grounded in our promise to deliver exceptional customer success, using our expertise, scale, and tailored solutions to help customers navigate increasingly complex global supply chains.
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Average routing guide depth started at 1.7 in 2022 before the softening market conditions resulted in a decline to 1.2 at the end of 2022 and holding at those levels throughout 2023. Similar to the North America surface transportation market, the global forwarding market was soft throughout 2023 as ocean vessel capacity has continued to expand relative to demand.
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The global forwarding market experienced significant volatility in 2024, impacted by re-routing, extended transit times, and improving demand. Most carriers avoided the Suez Canal for the majority of 2024 due to the Red Sea conflict, which increased transit times, straining global carrier capacity. Consequently, ocean freight rates have remained elevated compared to the prior year.
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These softening market conditions began in the middle of 2022 and continued throughout 2023. New vessel deliveries are expected to continue in the near term and further increase capacity in the industry and put downward pressure on ocean freight rates into the coming year.
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Uncertainty remains on how the Red Sea conflict, along with geopolitical factors and new capacity entering the market, will impact the global forwarding market in 2025. The global air freight market has largely stabilized, although air freight costs remain elevated compared to the prior year.
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Partially offsetting these factors are global disruptions, which are impacting the capacity market and resulting in transit interruptions and vessel reroutings. These are expected to strain capacity in the coming year and result in elevated pricing, although the timeline to resolve these disruptions remains unclear.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, and Singapore Dollar.
Biggest changeForeign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, Singapore Dollar, and Mexican Peso.
We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar. 39 Table of contents
We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar. 37 Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We had $145.5 million of cash and cash equivalents on December 31, 2023. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We had $145.8 million of cash and cash equivalents on December 31, 2024. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
We are a party to a Receivables Securitization Facility with various lenders that provides an aggregate funding available of $500 million. Interest accrues on the facility at variable rates based on SOFR plus a margin. There was $499.5 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, 2023.
We are a party to a Receivables Securitization Facility with various lenders, which provides an aggregate funding available of $500 million. Interest accrues on the facility at variable rates based on SOFR plus a margin. There was $446.8 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, 2024.
All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, 2023, would have decreased our net income by approximately $30.8 million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, 2023, would have increased our net income by approximately $25.2 million.
All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, 2024, would have decreased our net income by approximately $7.5 million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, 2024, would have increased our net income by approximately $6.2 million.
There was $325 million outstanding on the Senior Notes as of December 31, 2023. The fair value of the Senior Notes approximated $315.7 million as of December 31, 2023. We issued Senior Notes through a public offering on April 9, 2018.
There was $325 million outstanding on the Senior Notes as of December 31, 2024. The fair value of the Senior Notes approximated $293.1 million as of December 31, 2024. We issued Senior Notes through a public offering on April 9, 2018.
The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $581.2 million as of December 31, 2023, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $595.9 million as of December 31, 2023.
The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $583.3 million as of December 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.9 million as of December 31, 2024.
There was $160 million outstanding on the revolving credit facility as of December 31, 2023.
There was $9 million outstanding on the revolving credit facility as of December 31, 2024.
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The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts although the impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2024.

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