8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 26, 2023

(Date of earliest event reported)

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-23189

Delaware	41-1883630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14701 Charlson Road

Eden Prairie, Minnesota 55347

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 952-937-8500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	CHRW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended March 31, 2023 and its earnings conference call slides.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Number	Description
99.1	Press Release dated April 26, 2023 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated April 26, 2023
104	The cover page from the Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	C.H. ROBINSON WORLDWIDE, INC.
	By:	/s/ Ben G. Campbell
		Ben G. Campbell
		Chief Legal Officer and Secretary
Date: April 26, 2023

EX-99.1

	C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com
FOR IMMEDIATE RELEASE	FOR INQUIRIES, CONTACT: Chuck Ives, Director of Investor Relations Email:chuck.ives@chrobinson.com

C.H. Robinson Reports 2023 First Quarter Results

Eden Prairie, MN, April 26, 2023 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended March 31, 2023.

First Quarter Key Metrics:

•Gross profits decreased 24.7% to $678.3 million

•Income from operations decreased 53.4% to $161.0 million

•Adjusted operating margin(1) decreased 1,460 basis points to 23.5%

•Diluted earnings per share (EPS) decreased 53.2% to $0.96

•Adjusted EPS(1) decreased 52.2% to $0.98

•Cash generated by operations improved to $254.5 million

(1)Adjusted operating margin and adjusted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 9 and 10 for further discussion and GAAP to Non-GAAP reconciliations.

"Our first quarter financial results reflect the softening market conditions that have transpired in the freight transportation market over the past twelve months," said Scott Anderson, Interim Chief Executive Officer. "With shippers continuing to manage through elevated inventories amidst slowing economic growth, the balance of supply and demand has shifted from a tight market a year ago to one that is now oversupplied. As spot rates approach the breakeven cost per mile to operate a truck, the market is likely at or near the bottom of the industry cycle, which typically results in capacity exiting the market. Contract rates are also declining as transportation providers adjust to the changing market. During this transition, we’ve continued to increase our focus on delivering an improved customer and carrier experience and a more efficient business model, and we're taking steps to foster profitable growth through cycles. We are executing on the restructuring plan that was initiated in November, and we're lowering our 2023 personnel

1

expense by $100 million at the mid-point of our guidance, reflecting actions that have already been taken and additional opportunities to further reduce our costs."

2

Summary of First Quarter Results Compared to the First Quarter of 2022

•Total revenues decreased 32.3% to $4.6 billion, primarily driven by lower pricing in our ocean and truckload services.

•Gross profits decreased 24.7% to $678.3 million. Adjusted gross profits decreased 24.3% to $685.6 million, primarily driven by lower adjusted gross profit per transaction in ocean and truckload.

•Operating expenses decreased 6.4% to $524.6 million. Personnel expenses decreased 7.3% to $383.1 million, primarily due to cost optimization efforts, including reduced headcount, and lower variable compensation. Selling, general and administrative ("SG&A") expenses of $141.5 million decreased 4.0%, primarily due to a decrease in credit losses.

•Income from operations totaled $161.0 million, down 53.4% due to the decrease in adjusted gross profits, partially offset by the decline in operating expenses. Adjusted operating margin of 23.5% declined 1,460 basis points.

•Interest and other income/expense, net totaled $28.3 million of expense, consisting primarily of $23.5 million of interest expense, which increased $9.0 million versus last year due primarily to higher variable interest rates, and $9.6 million of foreign currency revaluation and realized foreign currency gains and losses, which increased $8.1 million versus last year primarily due to foreign currency revaluation on intercompany assets and liabilities.

•The effective tax rate in the quarter was 13.5% compared to 18.4% in the first quarter last year. The lower rate in the first quarter of this year was driven by incremental tax benefits of stock-based compensation deliveries and U.S. tax credits and the impact of those benefits in proportion to lower pre-tax income.

•Net income totaled $114.9 million, down 57.5% from a year ago. Diluted EPS of $0.96 decreased53.2%. Adjusted EPS of $0.98 decreased 52.2%.

3

North American Surface Transportation ("NAST") Results

Summarized financial results of our NAST segment are as follows (dollars in thousands):

	Three Months Ended March 31,
	2023		2022		% change
Total revenues	$	3,304,187	$	4,114,889	(19.7)	%
Adjusted gross profits(1)	426,655		506,100		(15.7)	%
Income from operations	134,022		182,354		(26.5)	%

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

First quarter total revenues for the NAST segment totaled $3.3 billion, a decrease of 19.7% over the prior year, primarily driven by lower truckload pricing, reflecting softening freight demand. NAST adjusted gross profits decreased 15.7% in the quarter to $426.7 million. Adjusted gross profits in truckload decreased 21.9% due to a 19.0% decrease in adjusted gross profit per shipment and a 3.5% decline in truckload shipments. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 27.5% in the quarter compared to the prior year, while truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 28.5%, resulting in a 20.5% decrease in truckload adjusted gross profit per mile. LTL adjusted gross profits decreased 9.1% versus the year-ago period, as volume declined 5.0% and adjusted gross profit per order decreased 4.5%. NAST overall volume growth was down 4.5% for the quarter. Operating expenses decreased 9.6% primarily due to lower variable compensation and lower average employee headcount. NAST average employee headcount was down 6.5% in the quarter. Income from operations decreased 26.5% to $134.0 million, and adjusted operating margin declined 460 basis points to 31.4%.

4

Global Forwarding Results

Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):

	Three Months Ended March 31,
	2023		2022		% change
Total revenues	$	789,978	$	2,194,397	(64.0)	%
Adjusted gross profits(1)	177,919		321,848		(44.7)	%
Income from operations	30,116		167,638		(82.0)	%

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

First quarter total revenues for the Global Forwarding segment decreased 64.0% to $790.0 million, primarily driven by lower pricing in our ocean service, reflecting softening freight demand. Adjusted gross profits decreased 44.7% in the quarter to $177.9 million. Ocean adjusted gross profits decreased 50.3%, driven by a 41.5% decrease in adjusted gross profit per shipment and a 14.5% decline in shipments. Adjusted gross profits in air decreased 49.0%, driven by a 37.5% decrease in adjusted gross profit per metric ton shipped and a 18.5% decline in metric tons shipped. Customs adjusted gross profits decreased 15.1%, driven by a 14.0% reduction in transaction volume. Operating expenses decreased 4.2%, primarily driven by lower variable compensation and lower average employee headcount. First quarter average employee headcount decreased 2.5%. Income from operations decreased 82.0% to $30.1 million, and adjusted operating margin declined 3,520 basis points to 16.9% in the quarter.

5

All Other and Corporate Results

Total revenues and adjusted gross profits for Robinson Fresh, Managed Services and Other Surface Transportation are summarized as follows (dollars in thousands):

	Three Months Ended March 31,
	2023		2022		% change
Total revenues	$	517,505	$	506,667	2.1	%
Adjusted gross profits(1):
Robinson Fresh	$	31,145	$	30,505	2.1	%
Managed Services	28,970		28,082		3.2	%
Other Surface Transportation	20,951		19,661		6.6	%

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

First quarter Robinson Fresh adjusted gross profits increased 2.1% to $31.1 million, primarily driven by integrated supply chain solutions for foodservice and retail customers. Managed Services adjusted gross profits increased 3.2% in the quarter, due to growth with existing and new customers. Other Surface Transportation adjusted gross profits increased 6.6% to $21.0 million, primarily due to a 5.9% increase in Europe truckload adjusted gross profits.

Other Income Statement Items

The first quarter effective tax rate was 13.5%, down from 18.4% last year. The lower rate in the first quarter of this year was driven by incremental tax benefits of stock-based compensation deliveries and U.S. tax credits and the impact of those benefits in proportion to lower pre-tax income. We expect our 2023 full-year effective tax rate to be 19% to 21%.

Interest and other income/expense, net totaled $28.3 million of expense, consisting primarily of $23.5 million of interest expense, which increased $9.0 million versus the first quarter of 2022 due primarily to higher variable interest rates, and $9.6 million of foreign currency revaluation and realized foreign currency gains and losses.

Diluted weighted average shares outstanding in the quarter were down 9.3% due primarily to share repurchases over the past twelve months.

6

Cash Flow Generation and Capital Distribution

Cash generated from operations totaled $254.5 million in the first quarter, compared to $13.9 million of cash used by operations in the first quarter of 2022. The $268.5 million improvement was primarily due to a $234.9 million sequential decrease in net operating working capital in the first quarter of 2023, compared to a $288.5 million sequential increase in the first quarter of 2022. The decrease in net operating working capital in the first quarter of 2023 resulted primarily from a $376.1 million sequential decrease in accounts receivable and contract assets, partially offset by a $141.2 million sequential decrease in total accounts payable and accrued transportation expense.

In the first quarter of 2023, cash returned to shareholders totaled $124.7 million, with $73.4 million in cash dividends and $51.2 million in repurchases of common stock.

Capital expenditures totaled $27.0 million in the quarter. Capital expenditures for 2023 are expected to be $90 million to $100 million.

Outlook

"As inflationary pressures continue to weigh on global economic growth and freight markets present cyclical challenges, the competitive landscape has changed," Anderson stated. "With lower available demand, the competition for volume is intense, and shippers are looking for stable and innovative logistics partners. We've shown the strength of our model through cycles, our balance sheet continues to be strong, and we plan to continue investing in initiatives that we expect to provide innovative solutions and generate profitable growth. At the same time, we’re continuing to evolve our organization to bring greater focus to our highest strategic priorities, including keeping the needs of our customers and carriers at the center of what we do while lowering our overall cost structure. We expect this initiative will continue to drive improvements in our customer and carrier experience and amplify the expertise of our people, all of which we expect to drive market share gains and growth, and lead to improved returns for our shareholders."

"We have some of the best people in the logistics industry, and they're dedicated to solving challenges for our customers. As a result of the exceptional service that our people provided to customers during the period of extended market disruption, our customer experience scores are very high, and we’re having more strategic customer discussions about our ability to provide an integrated service solution. So while the near-term freight environment presents some challenges, our differentiated value proposition and the strength of our people, processes and technology provide many opportunities," Anderson concluded.

7

About C.H. Robinson

C.H. Robinson solves logistics problems for companies across the globe and across industries, from the simple to the most complex. With $30 billion in freight under management and 20 million shipments annually, we are one of the world’s largest logistics platforms. Our global suite of services accelerates trade to seamlessly deliver the products and goods that drive the world’s economy. With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for our 100,000 customers and 96,000 contract carriers. Our technology is built by and for supply chain experts to bring faster, more meaningful improvements to our customers’ businesses. As a responsible global citizen, we are also proud to contribute millions of dollars to support causes that matter to our company, our Foundation and our employees. For more information, visit us at www.chrobinson.com (Nasdaq: CHRW).

Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. 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; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations; risks related to our search for a permanent CEO and retention of key management personnel; climate change related risks; risks associated with our indebtedness, interest rates related risks; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government 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 war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19; and other risks and uncertainties detailed in our Annual and Quarterly Reports.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.

Conference Call Information:

C.H. Robinson Worldwide First Quarter 2023 Earnings Conference Call

Wednesday, April 26, 2023; 5:00 p.m. Eastern Time

Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through the Investor Relations link on C.H. Robinson’s website at www.chrobinson.com.

To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756

International callers dial +1-201-689-7817

8

Adjusted Gross Profit by Service Line

(in thousands)

This table of summary results presents our service line adjusted gross profits on an enterprise basis. The service line adjusted gross profits in the table differ from the service line adjusted gross profits discussed within the segments as our segments may have revenues from multiple service lines.

	Three Months Ended March 31,
	2023		2022		% change
Adjusted gross profits(1):
Transportation
Truckload	$	288,654	$	359,787	(19.8)	%
LTL	138,637		152,312		(9.0)	%
Ocean	110,079		221,463		(50.3)	%
Air	31,317		61,434		(49.0)	%
Customs	23,334		27,495		(15.1)	%
Other logistics services	64,913		55,636		16.7	%
Total transportation	656,934		878,127		(25.2)	%
Sourcing	28,706		28,069		2.3	%
Total adjusted gross profits	$	685,640	$	906,196	(24.3)	%

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

9

GAAP to Non-GAAP Reconciliation

(unaudited, in thousands)

Our adjusted gross profit is a non-GAAP financial measure. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit. The reconciliation of gross profit to adjusted gross profit is presented below (in thousands):

	Three Months Ended March 31,
	2023		2022		% change
Revenues:
Transportation	$	4,327,965	$	6,528,351	(33.7)	%
Sourcing	283,705		287,602		(1.4)	%
Total revenues	4,611,670		6,815,953		(32.3)	%
Costs and expenses:
Purchased transportation and related services	3,671,031		5,650,224		(35.0)	%
Purchased products sourced for resale	254,999		259,533		(1.7)	%
Direct internally developed software amortization	7,317		5,734		27.6	%
Total direct expenses	3,933,347		5,915,491		(33.5)	%
Gross profit	$	678,323	$	900,462	(24.7)	%
Plus: Direct internally developed software amortization	7,317		5,734		27.6	%
Adjusted gross profit	$	685,640	$	906,196	(24.3)	%

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit which we consider a primary performance metric as discussed above. The comparison of operating margin to adjusted operating margin is presented below:

	Three Months Ended March 31,
	2023			2022			% change
Total revenues	$	4,611,670		$	6,815,953		(32.3)	%
Income from operations	161,033			345,474			(53.4)	%
Operating margin	3.5		%	5.1		%	(160) bps
Adjusted gross profit	$	685,640		$	906,196		(24.3)	%
Income from operations	161,033			345,474			(53.4)	%
Adjusted operating margin	23.5		%	38.1		%	(1,460)	bps

10

GAAP to Non-GAAP Reconciliation

(unaudited, in thousands)

Our adjusted income (loss) from operations and adjusted net income per share (diluted) are non-GAAP financial measures. Adjusted income (loss) from operations and adjusted net income per share (diluted) is calculated as income (loss) from operations and net income per share (diluted) excluding the impact of restructuring and related costs. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations and adjusted net income per share (diluted). The reconciliation of income (loss) from operations and net income per share (diluted) to adjusted income (loss) from operations and adjusted net income per share (diluted) is presented below (in thousands except per share data):

	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended March 31, 2023
Income (loss) from operations	$	134,022	$	30,116	$	(3,105)	$	161,033
Severance	610		1,513		1,015		3,138
Other personnel expenses	219		25		216		460
Other selling, general, and administrative expenses	—		124		—		124
Total restructuring and related costs(1)	829		1,662		1,231		3,722
Adjusted income (loss) from operations	$	134,851	$	31,778	$	(1,874)	$	164,755
Net income per share (diluted)							$	0.96
Restructuring and associated costs(1)							0.02
Adjusted net income per share (diluted)							$	0.98

____________________________________________

(1) In the three months ended March 31, 2023, we incurred restructuring expenses of $3.6 million related to workforce reductions and $0.1 million of other charges.

11

Condensed Consolidated Statements of Income

(unaudited, in thousands, except per share data)

	Three Months Ended March 31,
	2023		2022		% change
Revenues:
Transportation	$	4,327,965	$	6,528,351	(33.7)	%
Sourcing	283,705		287,602		(1.4)	%
Total revenues	4,611,670		6,815,953		(32.3)	%
Costs and expenses:
Purchased transportation and related services	3,671,031		5,650,224		(35.0)	%
Purchased products sourced for resale	254,999		259,533		(1.7)	%
Personnel expenses	383,106		413,361		(7.3)	%
Other selling, general, and administrative expenses	141,501		147,361		(4.0)	%
Total costs and expenses	4,450,637		6,470,479		(31.2)	%
Income from operations	161,033		345,474		(53.4)	%
Interest and other income/expense, net	(28,265)		(14,174)		99.4	%
Income before provision for income taxes	132,768		331,300		(59.9)	%
Provision for income taxes	17,877		60,952		(70.7)	%
Net income	$	114,891	$	270,348	(57.5)	%
Net income per share (basic)	$	0.97	$	2.07	(53.1)	%
Net income per share (diluted)	$	0.96	$	2.05	(53.2)	%
Weighted average shares outstanding (basic)	118,636		130,499		(9.1)	%
Weighted average shares outstanding (diluted)	119,909		132,155		(9.3)	%

12

Business Segment Information

(unaudited, in thousands, except average employee headcount)

	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended March 31, 2023
Total revenues	$	3,304,187	$	789,978	$	517,505	$	4,611,670
Adjusted gross profits(1)	426,655		177,919		81,066		685,640
Income (loss) from operations	134,022		30,116		(3,105)		161,033
Depreciation and amortization	5,651		5,480		13,249		24,380
Total assets(2)	3,240,898		1,194,575		1,160,111		5,595,584
Average employee headcount	6,870		5,471		4,561		16,902
	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended March 31, 2022
Total revenues	$	4,114,889	$	2,194,397	$	506,667	$	6,815,953
Adjusted gross profits(1)	506,100		321,848		78,248		906,196
Income (loss) from operations	182,354		167,638		(4,518)		345,474
Depreciation and amortization	6,239		5,555		10,692		22,486
Total assets(2)	3,701,164		2,940,486		879,688		7,521,338
Average employee headcount	7,348		5,610		4,300		17,258

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.

(2) All cash and cash equivalents are included in All Other and Corporate.

13

Condensed Consolidated Balance Sheets

(unaudited, in thousands)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	239,160	$	217,482
Receivables, net of allowance for credit loss	2,681,580		2,991,753
Contract assets, net of allowance for credit loss	191,711		257,597
Prepaid expenses and other	122,195		122,406
Total current assets	3,234,646		3,589,238
Property and equipment, net of accumulated depreciation and amortization	160,864		159,432
Right-of-use lease assets	357,044		372,141
Intangible and other assets, net of accumulated amortization	1,843,030		1,833,753
Total assets	$	5,595,584	$	5,954,564
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	1,483,247	$	1,570,559
Accrued expenses:
Compensation	108,069		242,605
Transportation expense	145,210		199,092
Income taxes	9,333		15,210
Other accrued liabilities	176,292		168,009
Current lease liabilities	72,958		73,722
Current portion of debt	952,759		1,053,655
Total current liabilities	2,947,868		3,322,852
Long-term debt	920,272		920,049
Noncurrent lease liabilities	301,168		313,742
Noncurrent income taxes payable	27,009		28,317
Deferred tax liabilities	15,330		14,256
Other long-term liabilities	2,549		1,926
Total liabilities	4,214,196		4,601,142
Total stockholders’ investment	1,381,388		1,353,422
Total liabilities and stockholders’ investment	$	5,595,584	$	5,954,564

14

Condensed Consolidated Statements of Cash Flow

(unaudited, in thousands, except operational data)

	Three Months Ended March 31,
Operating activities:	2023		2022
Net income	$	114,891	$	270,348
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	24,380		22,486
Provision for credit losses	(6,637)		1,672
Stock-based compensation	15,607		24,606
Deferred income taxes	(10,272)		(2,916)
Excess tax benefit on stock-based compensation	(7,011)		(4,965)
Other operating activities	942		42
Changes in operating elements, net of acquisitions:
Receivables	326,244		(424,025)
Contract assets	66,124		(51,439)
Prepaid expenses and other	433		(11,924)
Accounts payable and outstanding checks	(90,724)		143,980
Accrued compensation	(134,795)		(79,885)
Accrued transportation expenses	(53,882)		42,825
Accrued income taxes	(40)		48,502
Other accrued liabilities	8,169		8,099
Other assets and liabilities	1,115		(1,334)
Net cash provided by (used for) operating activities	254,544		(13,928)
Investing activities:
Purchases of property and equipment	(11,371)		(10,046)
Purchases and development of software	(15,579)		(16,183)
Proceeds from sale of property and equipment	—		2,250
Net cash used for investing activities	(26,950)		(23,979)
Financing activities:
Proceeds from stock issued for employee benefit plans	19,673		25,366
Total repurchases of common stock	(51,230)		(177,741)
Cash dividends	(73,435)		(72,855)
Proceeds from long-term borrowings	—		200,000
Proceeds from short-term borrowings	739,000		1,062,000
Payments on short-term borrowings	(840,000)		(1,015,000)
Net cash (used for) provided by financing activities	(205,992)		21,770
Effect of exchange rates on cash	76		1,533
Net change in cash and cash equivalents	21,678		(14,604)
Cash and cash equivalents, beginning of period	217,482		257,413
Cash and cash equivalents, end of period	$	239,160	$	242,809
	As of March 31,
Operational Data:	2023		2022
Employees	16,406		17,640

Source: C.H. Robinson

CHRW-IR

15

EX-99.2

1 Q1 2023 April 26, 2023 Earnings Presentation Scott Anderson, Interim CEO Arun Rajan, Chief Operating Officer Mike Zechmeister, Chief Financial Officer Chuck Ives, Director of Investor Relations

Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this presentation and the accompanying earnings release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. 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 such 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; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations; risks related to our search for a permanent CEO and retention of key management personnel; climate change related risks; risks associated with our indebtedness, interest rates related risks; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government 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 war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. 2©2023 C.H. Robinson Worldwide, Inc. All Rights Reserved.

Q1 Highlights 3 ■ Freight demand continues to be soft, driven by shippers managing through elevated inventory levels amidst slowing economic growth ■ Staying focused on customers and carriers and streamlining processes that are core to our operating model ■ Executing on restructuring plan and identifying further opportunities to structurally reduce costs ■ Guidance for 2023 personnel expense reduced by $100 million ■ Q1 2023 adjusted net income per share of $0.98, excluding $3.7 million of restructuring charges(1) ■ Balance sheet continues to be strong and we're investing for the long-term $4.6B Total Revenues -32.3% Y/Y $686M Adj. Gross Profit -24.3% Y/Y $161M Income from Ops. -53.4% Y/Y $0.96 Net Income/Share -53.2% Y/Y Q1 2023 1. Adjusted net income per share is a non-GAAP financial measure. Refer to page 22 for further discussion and a GAAP to Non-GAAP reconciliation.

All Other & Corporate ■ Robinson Fresh integrated supply chain solutions generating increased AGP ■ Managed Services Q1 FUM(3) of $1.4B down 19% Y/Y due to declining freight rates ■ Other Surface Transportation AGP increased 6.6% Y/Y Global Forwarding (GF) ■ Destocking of elevated inventory levels and reduced global demand has led to declining prices for ocean and air freight ■ Continuing to add new commercial relationships with strategic, multi- national customers and to diversify our trade lane and industry vertical exposure North American Surface Transportation (NAST) ■ Adjusted gross profit (AGP) per load declined Y/Y in both TL and LTL ■ Load-to-truck ratios indicate the truckload market is soft by historical standards ■ Significant market share opportunities remain ■ Improved prioritization on initiatives that improve the customer and carrier experience and lower our costs ■ Increased automation of appointments and in-transit tracking updates driving improvements in productivity Segment Highlights: Diversified, Global Suite of Services 4 Q1 2023 Adjusted Gross Profit(2) -15.7% Y/Y +3.6% Y/Y -44.7% Y/Y 1. Measured over trailing twelve months. 2. Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. 3. FUM = Freight under Management Over half of total revenues and adjusted gross profits came from customers to whom we provide both surface transportation and global forwarding services.(1)

NAST Q1’23 Results by Service 5 ▪ Truckload volume down 3.5% year-over-year(2) ▪ Truckload AGP per shipment decreased 19.0% due to a lower AGP per shipment on transactional volume(2) ▪ LTL volume decreased 5.0% and AGP per order decreased 4.5%(2) ▪ Other AGP increased primarily due to growth in warehousing services ▪ Added 5,600 new carriers in Q1 1Q23 1Q22 %▲ Truckload (“TL”) $261.5 $334.9 (21.9)% Less than Truckload (“LTL”) $137.1 $150.7 (9.1)% Other $28.1 $20.4 37.2% Total Adjusted Gross Profits $426.7 $506.1 (15.7)% Adjusted Gross Profit Margin % 12.9% 12.3% 60 bps Adjusted Gross Profit(1) ($ in millions) 1. Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. 2. Growth rates are rounded to the nearest 0.5 percent.

Truckload Price and Cost Change (1)(2)(3) 6 Truckload Q1 Volume(2)(4) -3.5 % Price/Mile(1)(2)(3) -27.5 % Cost/Mile(1)(2)(3) -28.5 % Adjusted Gross Profit(4) -21.9 % 1. Price and cost change represents YoY change for North America truckload shipments across all segments. 2. Growth rates are rounded to the nearest 0.5 percent. ■ 70% / 30% truckload contractual / transactional volume mix in Q1 ■ Average routing guide depth of 1.2 in Managed Services business vs. 1.7 in Q1 last year 3. Pricing and cost measures exclude fuel surcharges and costs. 4. Truckload volume and adjusted gross profit growth represents YoY change for NAST truckload. Yo Y % C ha ng e in P ric e an d C os t p er M ile YoY Price Change YoY Cost Change 2016 2017 2018 2019 2020 2021 2022 2023 -30% -20% -10% 0% 10% 20% 30% 40% 50%

Truckload AGP $ per Shipment Trend 7 ■ AGP $ per Truckload Shipment reflects business performance better than AGP Margin % (1) ■ While NAST AGP Margin % has declined 240 bps compared to Q2 2020, AGP $ per Truckload Shipment increased 2% over the same timeframe N A ST A dj us te d G ro ss P ro fit $ p er T ru ck lo ad Sh ip m en t N A ST A djusted G ross Profit M argin % NAST Adjusted Gross Profit $ per Truckload Shipment (left axis) NAST Adjusted Gross Profit Margin % (right axis) Average NAST AGP $ per Truckload Shipment (left axis) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 11% 12% 13% 14% 15% 16% 17% 18% 19% 20% 1. Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers.

Global Forwarding Q1’23 Results by Service 8 1Q23 1Q22 %▲ Ocean $110.1 $221.4 (50.3)% Air $30.9 $60.6 (49.0)% Customs $23.3 $27.5 (15.1)% Other $13.6 $12.4 9.5% Total Adjusted Gross Profits $177.9 $321.8 (44.7)% Adjusted Gross Profit Margin % 22.5% 14.7% 780 bps Adjusted Gross Profit (1) ($ in millions) ▪ Destocking of elevated inventory levels and a slowdown in global demand impacting ocean and air pricing and volumes ▪ Ocean AGP decreased due to a 41.5% decrease in AGP per shipment and a 14.5% decline in shipments(2) ▪ Air AGP decreased due to a 37.5% decrease in AGP per metric ton shipped and a 18.5% decline in metric tons shipped(2) ▪ Customs AGP decreased due to a 14.0% decrease in volume(2) 1. Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. 2. Growth rates are rounded to the nearest 0.5 percent.

All Other & Corporate Q1’23 Results 9 Robinson Fresh ▪ Increased AGP driven by integrated supply chain solutions for foodservice and retail customers Managed Services ▪ AGP growth driven by growth with existing customers, as well as new customer business ▪ Total freight under management of $1.4B in Q1 Other Surface Transportation ▪ 5.9% increase in Europe truckload AGP 1Q23 1Q22 %▲ Robinson Fresh $31.1 $30.5 2.1% Managed Services $29.0 $28.1 3.2% Other Surface Transportation $21.0 $19.7 6.6% Total $81.1 $78.2 3.6% Adjusted Gross Profit (1) ($ in millions) 1. Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. 2. Growth rates are rounded to the nearest 0.5 percent.

Sustainable Growth Strategy 10 Optimize Processes Spend Strategically Grow Globally Scale Digitally Increase Share ■ Leverage integrated service model to grow market share and expand globally ■ Industry-leading tech, people and processes to provide best-in-class service ■ Expand modal capabilities ■ Expand Global Forwarding business as provider of choice for multinational customers ■ Leverage scale to capitalize on secularly growing market and unique global footprint ■ Grow capabilities and presence in key industry verticals, trade lanes and geographies ■ Digitize more internal tools and processes and drive down costs ■ Free customer and carrier reps’ capacity for higher- value touchpoints ■ Drive more revenue synergy across business units ■ Provide customers and carriers the digital products they value ■ Leverage data, scale and information advantage ■ Bring meaningful products, features and insights to both sides of the two- sided marketplace ■ Increase digital execution of all touch points in the lifecycle of a load ■ Support organic growth by leveraging strong cash flow ■ Modernize core for future integrations ■ Complement with opportunistic M&A

Scalable Operating Model to Drive Profitable Growth 11 11

New Carrier & Customer Experiences Driving Digital Adoption 12 ■ Shipments per person per day increased 4% sequentially in Q1, as we progress toward our goal of 15% year-over-year improvement by Q4 2023 – Accelerated the digital execution of critical touch points in the lifecycle of a load, including: • Automation of in-transit tracking updates • Automation of appointment- related tasks ■ 721 million digital transactions with customers and carriers in Q1, a 49% year-over-year increase 12

Pillars of Our Customer Promise ■ Diversified, global suite of servicesTM - we can reliably meet all logistics services needs today and in the future ■ An information advantage driving smarter solutionsTM and better outcomes through our experience, data and scale ■ Solutions delivered through people you can rely onTM as an extension of your team ■ Technology built by and for supply chain expertsTM - tailored, market-leading solutions that drive better supply chain outcomes 13 Best-in-class solutions delivered through a global network of experts you can rely on

Capital Allocation Priorities: Balanced and Opportunistic 14 Cash Flow from Operations & Capital Distribution ($M) ■ $125 million of cash returned to shareholders in Q1 2023, down 50% ■ Q1 2023 capital distribution equates to 109% of our Q1 net income ■ 511,000 shares repurchased at an average price of $100.28 ■ Uninterrupted dividends, without decline on a per share basis, paid for more than 25 years ■ Changes in cash from operations have been driven primarily by sequential changes in operating working capital due to volatility in freight costs and prices. ■ As the cost and price of purchased transportation (inclusive of fuel surcharges) comes down, we expect a commensurate benefit to net operating working capital and operating cash flow.

15 Appendix

Q1 2023 Transportation Results(1) 16 Three Months Ended March 31 $ in thousands 2023 2022 % Change Total Revenues $4,327,965 $6,528,351 (33.7) % Total Adjusted Gross Profits(2) $656,934 $878,127 (25.2) % Adjusted Gross Profit Margin % 15.2 % 13.5 % 170 bps Transportation Adjusted Gross Profit Margin % 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Q1 15.3% 16.8% 19.7% 17.3% 16.4% 18.6% 15.3% 14.9% 13.5% 15.2% Q2 16.0% 17.5% 19.3% 16.2% 16.2% 18.3% 17.5% 13.8% 15.4% Q3 16.2% 18.4% 17.6% 16.4% 16.6% 16.9% 14.4% 13.7% 15.1% Q4 15.9% 19.0% 17.2% 16.6% 17.7% 15.6% 14.3% 13.3% 15.5% Total 15.9% 17.9% 18.4% 16.6% 16.7% 17.3% 15.3% 13.8% 14.8% 1. Includes results across all segments. 2. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.

Q1 2023 NAST Results 171. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $0.8 million of restructuring charges related to workforce reductions in the Three Months Ended March 31, 2023. Three Months Ended March 31 $ in thousands 2023 2022 % Change Total Revenues $3,304,187 $4,114,889 (19.7) % Total Adjusted Gross Profits(1) $426,655 $506,100 (15.7) % Adjusted Gross Profit Margin % 12.9 % 12.3 % 60 bps Income from Operations(2) $134,022 $182,354 (26.5) % Adjusted Operating Margin % 31.4 % 36.0 % (460 bps) Depreciation and Amortization $5,651 $6,239 (9.4) % Total Assets $3,240,898 $3,701,164 (12.4) % Average Headcount 6,870 7,348 (6.5) %

Q1 2023 Global Forwarding Results 181. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $1.7 million of restructuring charges related to workforce reductions in the Three Months Ended March 31, 2023. Three Months Ended March 31 $ in thousands 2023 2022 % Change Total Revenues $789,978 $2,194,397 (64.0) % Total Adjusted Gross Profits(1) $177,919 $321,848 (44.7) % Adjusted Gross Profit Margin % 22.5 % 14.7 % 780 bps Income from Operations(2) $30,116 $167,638 (82.0) % Adjusted Operating Margin % 16.9 % 52.1 % (3520 bps) Depreciation and Amortization $5,480 $5,555 (1.4) % Total Assets $1,194,575 $2,940,486 (59.4) % Average Headcount 5,471 5,610 (2.5) %

Q1 2023 All Other and Corporate Results 191. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $1.2 million of restructuring charges related to workforce reductions in the Three Months Ended March 31, 2023. Three Months Ended March 31 $ in thousands 2023 2022 % Change Total Revenues $517,505 $506,667 2.1 % Total Adjusted Gross Profits(1) $81,066 $78,248 3.6 % Income (loss) from Operations(2) -$3,105 -$4,518 (31.3) % Depreciation and Amortization $13,249 $10,692 23.9 % Total Assets $1,160,111 $879,688 31.9 % Average Headcount 4,561 4,300 6.1 %

20 Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin are presented below: Three Months Ended March 31 $ in thousands 2023 2022 Revenues: Transportation $4,327,965 $6,528,351 Sourcing 283,705 287,602 Total Revenues 4,611,670 6,815,953 Costs and expenses: Purchased transportation and related services 3,671,031 5,650,224 Purchased produced sourced for resale 254,999 259,533 Direct internally developed software amortization 7,317 5,734 Total direct costs 3,933,347 5,915,491 Gross profit & Gross profit margin $678,323 14.7 % $900,462 13.2 % Plus: Direct internally developed software amortization 7,317 5,734 Adjusted gross profit/Adjusted gross profit margin $685,640 14.9 % $906,196 13.3 % Non-GAAP Reconciliations

Non-GAAP Reconciliations 21 Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below: Three Months Ended March 31 $ in thousands 2023 2022 Total Revenues $ 4,611,670 $ 6,815,953 Income from operations 161,033 345,474 Operating margin 3.5 % 5.1 % Adjusted gross profit $ 685,640 $ 906,196 Income from operations 161,033 345,474 Adjusted operating margin 23.5 % 38.1 %

Non-GAAP Reconciliations 22 Our adjusted income (loss) from operations and adjusted net income per share (diluted) are non-GAAP financial measures. Adjusted income (loss) from operations and adjusted net income per share (diluted) is calculated as income (loss) from operations and net income per share (diluted) excluding the impact of restructuring and related costs. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations and adjusted net income per share (diluted). The reconciliation of income (loss) from operations and net income per share (diluted) to adjusted income (loss) from operations and adjusted net income per share (diluted) is presented below (in thousands except per share data): Three Months Ended March 31, 2023 NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 134,022 $ 30,116 $ (3,105) $ 161,033 Severance 610 1,513 1,015 3,138 Other personnel expenses 219 25 216 460 Other selling, general, and administrative — 124 — 124 Total restructuring and related costs(1) 829 1,662 1,231 3,722 Adjusted income (loss) from operations $ 134,851 $ 31,778 $ (1,874) $ 164,755 Net income per share (diluted) $ 0.96 Restructuring and associated costs(1) 0.02 Adjusted net income per share (diluted) $ 0.98 1. In Q1 2023, we incurred restructuring expenses of $3.6 million related to workforce reductions and $0.1 million of other charges.

23 Thank you INVESTOR RELATIONS: Chuck Ives 952-683-2508 chuck.ives@chrobinson.com

XML

Cover Page	Apr. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 26, 2023
Entity Registrant Name	C.H. ROBINSON WORLDWIDE, INC.
Entity Central Index Key	0001043277
Amendment Flag	false
Entity File Number	000-23189
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	41-1883630
Entity Address, Address Line One	14701 Charlson Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	952
Local Phone Number	937-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	CHRW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false