0001043277--12-312024Q1false00010432772024-01-012024-03-3100010432772024-05-01xbrli:shares00010432772024-03-31iso4217:USD00010432772023-12-31iso4217:USDxbrli:shares0001043277chrw:TransportationCustomersFreightMember2024-01-012024-03-310001043277chrw:TransportationCustomersFreightMember2023-01-012023-03-310001043277chrw:SourcingMember2024-01-012024-03-310001043277chrw:SourcingMember2023-01-012023-03-3100010432772023-01-012023-03-310001043277us-gaap:CommonStockMember2023-12-310001043277us-gaap:AdditionalPaidInCapitalMember2023-12-310001043277us-gaap:RetainedEarningsMember2023-12-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001043277us-gaap:TreasuryStockCommonMember2023-12-310001043277us-gaap:RetainedEarningsMember2024-01-012024-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001043277us-gaap:CommonStockMember2024-01-012024-03-310001043277us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001043277us-gaap:TreasuryStockCommonMember2024-01-012024-03-310001043277us-gaap:CommonStockMember2024-03-310001043277us-gaap:AdditionalPaidInCapitalMember2024-03-310001043277us-gaap:RetainedEarningsMember2024-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001043277us-gaap:TreasuryStockCommonMember2024-03-310001043277us-gaap:CommonStockMember2022-12-310001043277us-gaap:AdditionalPaidInCapitalMember2022-12-310001043277us-gaap:RetainedEarningsMember2022-12-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001043277us-gaap:TreasuryStockCommonMember2022-12-3100010432772022-12-310001043277us-gaap:RetainedEarningsMember2023-01-012023-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001043277us-gaap:CommonStockMember2023-01-012023-03-310001043277us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001043277us-gaap:TreasuryStockCommonMember2023-01-012023-03-310001043277us-gaap:CommonStockMember2023-03-310001043277us-gaap:AdditionalPaidInCapitalMember2023-03-310001043277us-gaap:RetainedEarningsMember2023-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001043277us-gaap:TreasuryStockCommonMember2023-03-3100010432772023-03-310001043277chrw:NorthAmericanServiceTransportationNASTMember2023-12-310001043277chrw:GlobalForwardingMember2023-12-310001043277us-gaap:CorporateAndOtherMember2023-12-310001043277chrw:NorthAmericanServiceTransportationNASTMember2024-01-012024-03-310001043277chrw:GlobalForwardingMember2024-01-012024-03-310001043277us-gaap:CorporateAndOtherMember2024-01-012024-03-310001043277chrw:NorthAmericanServiceTransportationNASTMember2024-03-310001043277chrw:GlobalForwardingMember2024-03-310001043277us-gaap:CorporateAndOtherMember2024-03-310001043277us-gaap:CustomerContractsMember2024-03-310001043277us-gaap:CustomerContractsMember2023-12-310001043277us-gaap:TrademarksMember2024-03-310001043277us-gaap:TrademarksMember2023-12-310001043277us-gaap:FairValueInputsLevel3Member2023-12-310001043277us-gaap:FairValueInputsLevel3Member2024-03-310001043277us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-31xbrli:pure0001043277us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001043277chrw:A364CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-310001043277chrw:A364CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001043277us-gaap:SeniorNotesMemberchrw:SeriesBNotesMember2024-03-310001043277us-gaap:SeniorNotesMemberchrw:SeriesBNotesMember2023-12-310001043277chrw:SeriesCNotesMemberus-gaap:SeniorNotesMember2024-03-310001043277chrw:SeriesCNotesMemberus-gaap:SeniorNotesMember2023-12-310001043277us-gaap:SecuredDebtMemberchrw:ReceivablesSecuritizationFacilityMember2024-03-310001043277us-gaap:SecuredDebtMemberchrw:ReceivablesSecuritizationFacilityMember2023-12-310001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2024-03-310001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2023-12-310001043277chrw:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-310001043277chrw:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:FederalFundsEffectiveSwapRateMember2024-01-012024-03-310001043277chrw:CreditAgreementMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberchrw:SOFRMember2024-01-012024-03-310001043277chrw:CreditAgreementMembersrt:MinimumMemberchrw:CreditSpreadAdjustmentMemberus-gaap:RevolvingCreditFacilityMember2024-01-012024-03-310001043277chrw:CreditAgreementMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001043277chrw:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001043277chrw:A364CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001043277us-gaap:SeniorNotesMemberchrw:NotePurchaseAgreementMember2013-08-270001043277us-gaap:SeniorNotesMemberchrw:NotePurchaseAgreementMember2024-03-310001043277us-gaap:SeniorNotesMemberchrw:NotePurchaseAgreementMember2024-01-012024-03-310001043277chrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMemberus-gaap:SecuredDebtMember2024-03-310001043277chrw:SOFRMemberchrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMember2023-12-012023-12-310001043277chrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMember2023-12-012023-12-310001043277chrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMemberus-gaap:SecuredDebtMember2021-12-310001043277chrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMemberus-gaap:SecuredDebtMember2022-02-010001043277chrw:WellsFargoBankNAAndBankOfAmericaNAMemberchrw:ReceivablesSecuritizationFacilityMemberus-gaap:SecuredDebtMember2023-11-070001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2024-01-012024-03-310001043277chrw:USBankMemberus-gaap:LineOfCreditMember2024-03-310001043277chrw:USBankMemberus-gaap:StandbyLettersOfCreditMember2024-03-310001043277us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001043277us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001043277chrw:StockAwardsMember2024-01-012024-03-310001043277chrw:StockAwardsMember2023-01-012023-03-310001043277chrw:EmployeeStockPurchasePlanMember2024-01-012024-03-310001043277chrw:EmployeeStockPurchasePlanMember2023-01-012023-03-3100010432772022-05-050001043277us-gaap:EmployeeStockOptionMember2024-03-310001043277chrw:RestrictedStockAndRestrictedStockUnitsMembersrt:MinimumMember2024-01-012024-03-310001043277chrw:RestrictedStockAndRestrictedStockUnitsMembersrt:MaximumMember2024-01-012024-03-310001043277chrw:PerformanceBasedRestrictedStockUnitMember2024-01-012024-03-310001043277chrw:TimeBasedRestrictedStockUnitMember2020-01-012020-12-310001043277chrw:TimeBasedRestrictedStockUnitMember2024-01-012024-03-310001043277chrw:PerformanceBasedRestrictedStockUnitMember2024-02-292024-02-290001043277chrw:TimeBasedRestrictedStockUnitMember2024-02-292024-02-290001043277chrw:RestrictedStockAndRestrictedStockUnitsMember2024-03-310001043277chrw:EmployeeStockPurchasePlan1997Member2024-03-310001043277chrw:EmployeeStockPurchasePlan1997Member2024-01-012024-03-31chrw:segmentchrw:employee0001043277chrw:NorthAmericanServiceTransportationNASTMember2023-01-012023-03-310001043277chrw:GlobalForwardingMember2023-01-012023-03-310001043277us-gaap:CorporateAndOtherMember2023-01-012023-03-310001043277chrw:NorthAmericanServiceTransportationNASTMember2023-03-310001043277chrw:GlobalForwardingMember2023-03-310001043277us-gaap:CorporateAndOtherMember2023-03-310001043277chrw:TransportationCustomersFreightMemberchrw:NorthAmericanServiceTransportationNASTMemberus-gaap:TransferredOverTimeMember2024-01-012024-03-310001043277chrw:TransportationCustomersFreightMemberchrw:GlobalForwardingMemberus-gaap:TransferredOverTimeMember2024-01-012024-03-310001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2024-01-012024-03-310001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2024-01-012024-03-310001043277chrw:SourcingMemberchrw:NorthAmericanServiceTransportationNASTMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-03-310001043277chrw:SourcingMemberchrw:GlobalForwardingMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-03-310001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2024-01-012024-03-310001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-03-310001043277chrw:TransportationCustomersFreightMemberchrw:NorthAmericanServiceTransportationNASTMemberus-gaap:TransferredOverTimeMember2023-01-012023-03-310001043277chrw:TransportationCustomersFreightMemberchrw:GlobalForwardingMemberus-gaap:TransferredOverTimeMember2023-01-012023-03-310001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2023-01-012023-03-310001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2023-01-012023-03-310001043277chrw:SourcingMemberchrw:NorthAmericanServiceTransportationNASTMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-03-310001043277chrw:SourcingMemberchrw:GlobalForwardingMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-03-310001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2023-01-012023-03-310001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-03-310001043277chrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277srt:ScenarioForecastMemberchrw:A2024RestructuringProgramMember2024-01-012024-12-310001043277us-gaap:EmployeeSeveranceMemberchrw:PersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:PersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:NorthAmericanServiceTransportationNASTMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:GlobalForwardingMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMemberus-gaap:CorporateAndOtherMember2024-01-012024-03-310001043277chrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:NorthAmericanServiceTransportationNASTMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:GlobalForwardingMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2024RestructuringProgramMemberus-gaap:CorporateAndOtherMember2024-01-012024-03-310001043277chrw:AccruedSeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2023-12-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2024RestructuringProgramMember2023-12-310001043277chrw:A2024RestructuringProgramMember2023-12-310001043277chrw:AccruedSeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-01-012024-03-310001043277chrw:AccruedSeveranceAndOtherPersonnelExpensesMemberchrw:A2024RestructuringProgramMember2024-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2024RestructuringProgramMember2024-03-310001043277chrw:A2024RestructuringProgramMember2024-03-310001043277chrw:A2022RestructuringProgramMemberchrw:AccruedSeveranceAndOtherPersonnelExpensesMember2023-12-310001043277chrw:A2022RestructuringProgramMemberchrw:AccruedSeveranceAndOtherPersonnelExpensesMember2024-01-012024-03-310001043277srt:ScenarioForecastMemberchrw:A2022RestructuringProgramMember2024-04-012024-12-310001043277chrw:A2022RestructuringProgramMember2024-01-012024-03-310001043277us-gaap:EmployeeSeveranceMemberchrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMember2023-01-012023-03-310001043277chrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMember2023-01-012023-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2022RestructuringProgramMember2023-01-012023-03-310001043277chrw:A2022RestructuringProgramMember2023-01-012023-03-310001043277chrw:NorthAmericanServiceTransportationNASTMemberchrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMember2023-01-012023-03-310001043277chrw:GlobalForwardingMemberchrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMember2023-01-012023-03-310001043277chrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMemberus-gaap:CorporateAndOtherMember2023-01-012023-03-310001043277chrw:A2022RestructuringProgramMemberchrw:PersonnelExpensesMemberchrw:SeveranceAndOtherPersonnelExpensesMember2023-01-012023-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:NorthAmericanServiceTransportationNASTMemberchrw:A2022RestructuringProgramMember2023-01-012023-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:GlobalForwardingMemberchrw:A2022RestructuringProgramMember2023-01-012023-03-310001043277chrw:OtherSellingGeneralAndAdministrativeExpensesMemberchrw:A2022RestructuringProgramMemberus-gaap:CorporateAndOtherMember2023-01-012023-03-310001043277chrw:A2022RestructuringProgramMemberchrw:AccruedSeveranceAndOtherPersonnelExpensesMember2024-03-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2024
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From         to        

Commission File Number: 000-23189

CHR_Logomark_299CP_CMYK (003).jpg

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

952-937-8500
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueCHRWNasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
As of May 1, 2024, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 117,094,728.


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



2

Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except per share data)
 March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$121,838 $145,524 
Receivables, net of allowance for credit loss of $16,351 and $14,229
2,592,576 2,381,963 
Contract assets, net of allowance for credit loss235,326 189,900 
Prepaid expenses and other174,441 163,307 
Total current assets3,124,181 2,880,694 
Property and equipment, net of accumulated depreciation and amortization143,497 144,718 
Goodwill1,467,018 1,473,600 
Other intangible assets, net of accumulated amortization40,127 43,662 
Right-of-use lease assets366,604 353,890 
Deferred tax assets219,443 214,619 
Other assets111,218 114,097 
Total assets$5,472,088 $5,225,280 
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable$1,390,019 $1,303,951 
Outstanding checks63,650 66,383 
Accrued expenses:
Compensation110,899 135,104 
Transportation expense186,027 147,921 
Income taxes6,246 4,748 
Other accrued liabilities162,627 159,435 
Current lease liabilities74,818 74,451 
Current portion of debt280,000 160,000 
Total current liabilities2,274,286 2,051,993 
Long-term debt1,420,776 1,420,487 
Noncurrent lease liabilities310,285 297,563 
Noncurrent income taxes payable21,798 21,289 
Deferred tax liabilities12,090 13,177 
Other long-term liabilities2,859 2,074 
Total liabilities4,042,094 3,806,583 
Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding
  
Common stock, $0.10 par value, 480,000 shares authorized; 179,199 and 179,204 shares issued, 117,000 and 116,768 outstanding
11,700 11,677 
Additional paid-in capital746,998 754,093 
Retained earnings5,639,629 5,620,790 
Accumulated other comprehensive loss(100,436)(80,946)
Treasury stock at cost (62,199 and 62,436 shares)
(4,867,897)(4,886,917)
Total stockholders’ investment1,429,994 1,418,697 
Total liabilities and stockholders’ investment$5,472,088 $5,225,280 
See accompanying notes to the condensed consolidated financial statements.
3

Table of Contents
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(unaudited, in thousands except per share data)
 
 Three Months Ended March 31,
 20242023
Revenues:
Transportation$4,082,588 $4,327,965 
Sourcing329,723 283,705 
Total revenues4,412,311 4,611,670 
Costs and expenses:
Purchased transportation and related services3,454,996 3,671,031 
Purchased products sourced for resale299,586 254,999 
Personnel expenses379,087 383,106 
Other selling, general, and administrative expenses151,509 141,501 
Total costs and expenses4,285,178 4,450,637 
Income from operations127,133 161,033 
Interest and other income/expense, net(16,780)(28,265)
Income before provision for income taxes110,353 132,768 
Provision for income taxes17,449 17,877 
Net income92,904 114,891 
Other comprehensive (loss) income(19,490)2,477 
Comprehensive income$73,414 $117,368 
Basic net income per share$0.78 $0.97 
Diluted net income per share$0.78 $0.96 
Basic weighted average shares outstanding119,344 118,636 
Dilutive effect of outstanding stock awards260 1,273 
Diluted weighted average shares outstanding119,604 119,909 
See accompanying notes to the condensed consolidated financial statements.


4

Table of Contents
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment
(unaudited, in thousands, except per share data)

Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2023116,768 $11,677 $754,093 $5,620,790 $(80,946)$(4,886,917)$1,418,697 
Net income92,904 92,904 
Foreign currency adjustments(19,490)(19,490)
Dividends declared, $0.61 per share
(74,065)(74,065)
Stock issued for employee benefit plans232 23 (29,768)19,020 (10,725)
Stock-based compensation expense  22,673  22,673 
Balance March 31, 2024117,000 $11,700 $746,998 $5,639,629 $(100,436)$(4,867,897)$1,429,994 
Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2022116,323 $11,632 $743,288 $5,590,440 $(88,860)$(4,903,078)$1,353,422 
Net income114,891 114,891 
Foreign currency adjustments2,477 2,477 
Dividends declared, $0.61 per share
(73,581)(73,581)
Stock issued for employee benefit plans430 44 (28,532)28,113 (375)
Stock-based compensation expense  15,607  15,607 
Repurchase of common stock(316)(32)(31,021)(31,053)
Balance March 31, 2023116,437 $11,644 $730,363 $5,631,750 $(86,383)$(4,905,986)$1,381,388 
See accompanying notes to the condensed consolidated financial statements.
5

Table of Contents
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
 
 Three Months Ended March 31,
202420231
OPERATING ACTIVITIES
Net income$92,904 $114,891 
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization23,878 24,380 
Provision for credit losses2,813 (6,637)
Stock-based compensation22,673 15,607 
Deferred income taxes(6,805)(10,272)
Excess tax benefit on stock-based compensation(1,570)(7,011)
Other operating activities5,596 942 
Changes in operating elements:
Receivables(225,402)326,244 
Contract assets(45,574)66,124 
Prepaid expenses and other(11,409)433 
Right of use asset(13,933)13,841 
Accounts payable and outstanding checks84,966 (90,724)
Accrued compensation(23,407)(134,795)
Accrued transportation expense38,106 (53,882)
Accrued income taxes3,619 (40)
Other accrued liabilities5,446 8,169 
Lease liability14,347 (14,003)
Other assets and liabilities429 1,277 
Net cash (used for) provided by operating activities(33,323)254,544 
INVESTING ACTIVITIES
Purchases of property and equipment(8,620)(11,371)
Purchases and development of software(13,854)(15,579)
Net cash used for investing activities(22,474)(26,950)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans5,405 19,673 
Stock tendered for payment of withholding taxes(16,130)(20,048)
Repurchase of common stock (31,182)
Cash dividends(74,580)(73,435)
Proceeds from short-term borrowings912,000 739,000 
Payments on short-term borrowings(792,000)(840,000)
Net cash provided by (used for) financing activities34,695 (205,992)
Effect of exchange rates on cash and cash equivalents(2,584)76 
Net change in cash and cash equivalents(23,686)21,678 
Cash and cash equivalents, beginning of period145,524 217,482 
Cash and cash equivalents, end of period$121,838 $239,160 

See accompanying notes to the condensed consolidated financial statements.
1 The three months ended March 31, 2023 have been adjusted to conform to current year presentation.
6

Table of Contents
C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(4,261)(1,681)(640)(6,582)
Balance, March 31, 2024$1,184,552 $205,918 $76,548 $1,467,018 
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 annual impairment test, we
7

Table of Contents
determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired. No changes in circumstances or events in the first quarter of 2024 indicated that an interim impairment test was required as of March 31, 2024.
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,663 $(61,136)$31,527 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$101,263 $(61,136)$40,127 $102,099 $(58,437)$43,662 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20242023
Amortization expense$3,313 $5,815 
Finite-lived intangible assets, by reportable segment, as of March 31, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$5,987 $2,498 $814 $9,299 
20257,857 2,297 1,086 11,240 
20267,857 374 743 8,974 
20271,310  497 1,807 
2028  207 207 
Total$31,527 
NOTE 3. FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended March 31, 2024, and December 31, 2023. There were no transfers between levels during the period.

8

Table of Contents
NOTE 4. FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
March 31, 2024December 31, 2023MaturityMarch 31, 2024December 31, 2023
Revolving credit facility6.43 %6.45 %November 2027$280,000 $160,000 
364-day revolving credit facility— %— %May 2023  
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.23 %6.25 %November 2025499,604 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,172 595,945 
Total debt1,700,776 1,580,487 
Less: Current maturities and short-term borrowing(280,000)(160,000)
Long-term debt$1,420,776 $1,420,487 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of March 31, 2024, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.0 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00. The Credit Agreement also contains customary events of default.
364-DAY UNSECURED REVOLVING CREDIT FACILITY
On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. The interest rate on borrowings under the 364-day Credit Agreement was based on an alternate base rate plus a margin or a term SOFR-based rate plus a margin. There was also a commitment fee on the aggregate unused commitments under the facility. The facility expired on May 5, 2023, and it was not renewed.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $300.2 million on March 31, 2024. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as a Level 2 financial liability. Senior Notes Series A matured in August 2023.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note
9

Table of Contents
Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $500 million as of March 31, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.
The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility, if any, are included within proceeds on current borrowings on the consolidated statement of cash flows.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility. On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $583.2 million as of March 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.2 million as of March 31, 2024.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
10

Table of Contents
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $15.0 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2024. These standby letters of credit are renewed annually and were undrawn as of March 31, 2024.
NOTE 5. INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. The three months ended March 31, 2023 have been adjusted to conform to the current year presentation.
Three Months Ended March 31,
20242023
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit2.8 2.3 
Share based payment awards(1.1)(5.6)
Foreign tax credits(1.7)(0.7)
Other U.S. tax credits and incentives(7.8)(3.8)
Foreign0.5 (1.0)
Section 162(m) limitation on compensation1.2 1.1 
Other0.9 0.2 
Effective income tax rate15.8 %13.5 %
In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We are continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.
As of March 31, 2024, we have $20.6 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.3 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2019.
NOTE 6. STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended March 31,
20242023
Stock options$1,082 $2,218 
Stock awards20,519 12,012 
Company expense on ESPP discount1,072 1,377 
Total stock-based compensation expense$22,673 $15,607 
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan. There were 2,686,067 shares available for stock awards under the Plan as of March 31, 2024.
11

Table of Contents
Stock Options - We have awarded stock options to certain key employees that vest primarily based on their continued employment. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of March 31, 2024, unrecognized compensation expense related to stock options was $3.3 million.
Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
Performance-based Awards
Beginning in 2021, we have awarded PSUs on an annual basis to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
Time-based Awards
We award time-based restricted stock units to certain key employees. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted time-based awards on an annual basis which vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 318,801 PSUs at target and 604,468 time-based restricted stock units in February 2024 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $73.66 and provide for two-years of post-termination vesting upon a qualified retirement.
We have also awarded restricted stock units to certain key employees and non-employee directors which are fully vested upon date of grant. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These awards have been expensed on the date of grant.
As of March 31, 2024, there was unrecognized compensation expense of $233.8 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended March 31, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
93,835 $6,072 $1,072 

12

Table of Contents
NOTE 7. LITIGATION
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
NOTE 8. SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and LTL services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
13

Table of Contents
Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2024
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Income (loss) from operations108,895 31,552 (13,314)127,133 
Depreciation and amortization5,350 2,844 15,684 23,878 
Total assets(1)
3,065,996 1,257,675 1,148,417 5,472,088 
Average employee headcount6,004 4,876 4,110 14,990 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2023
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
Income (loss) from operations134,022 30,116 (3,105)161,033 
Depreciation and amortization5,651 5,480 13,249 24,380 
Total assets(1)
3,240,898 1,194,575 1,160,111 5,595,584 
Average employee headcount6,870 5,471 4,561 16,902 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
NOTE 9. REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended March 31, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,000,313 $858,637 $223,638 $4,082,588 
Sourcing(2)
  329,723 329,723 
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,304,187 $789,978 $233,800 $4,327,965 
Sourcing(2)
  283,705 283,705 
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of March 31, 2024, and revenue recognized in the three months ended March 31, 2024, and 2023 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.
14

Table of Contents
NOTE 10. LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of March 31, 2024.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended March 31,
Lease Costs20242023
Operating lease expense$25,637 $24,653 
Short-term lease expense1,162 1,414 
Total lease expense$26,799 $26,067 
Three Months Ended March 31,
Other Lease Information20242023
Operating cash flows from operating leases$25,223 $24,815 
Right-of-use lease assets obtained in exchange for new lease liabilities36,810 6,739 
Lease Term and Discount RateAs of March 31, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.0 %3.9 %
15

Table of Contents
The maturities of lease liabilities as of March 31, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$66,869 
202587,850 
202674,356 
202758,237 
202843,249 
Thereafter102,221 
Total lease payments432,782 
Less: Interest(47,679)
Present value of lease liabilities$385,103 
NOTE 11. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant as of March 31, 2024.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision2,664 
Write-offs(542)
Balance, March 31, 2024$16,351 
Recoveries of amounts previously written off were not significant for the three months ended March 31, 2024.
NOTE 12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets. The recorded balance on March 31, 2024 and December 31, 2023 was $100.4 million and $80.9 million, respectively. The recorded balance on March 31, 2024 and December 31, 2023 is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $19.5 million for the three months ended March 31, 2024, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar. Other comprehensive income was $2.5 million for the three months ended March 31, 2023, primarily driven by fluctuations in the Euro.
NOTE 13: RESTRUCTURING
2024 Restructuring Program: The Company began a restructuring program (the “2024 Restructuring Program”) during the three months ended March 31, 2024 to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program will be executed in phases, focusing on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.
The major initiatives of the first phase, which commenced in the three months ended March 31, 2024, include: 1) optimizing our management hierarchy, which includes a reduction in workforce; and 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects. We have realigned our product and technology teams on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.
The primary initiatives of the second phase will commence in the second quarter of 2024. These initiatives include the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. The second phase may also include other initiatives yet to be identified that will drive our enterprise
16

Table of Contents
strategy and improve our cost structure. We expect all activities under the 2024 Restructuring program to be completed by the end of 2024.
We recognized restructuring charges of $12.9 million in the first quarter of 2024 primarily related to workforce reductions and the impairment of certain capitalized internally developed software projects. Based upon the initiatives identified to date, we anticipate recognizing a total of approximately $25 million of restructuring charges related to the 2024 Restructuring Program in 2024. The amount of restructuring charges we recognize, and the timing of recognition, will depend upon the nature and scope of initiatives we identify and our ability to enact changes to our real estate footprint under existing operating leases.
A summary of charges related to our 2024 Restructuring Program recognized in the three months ended March 31, 2024 are presented below (in thousands):
Three Months Ended March 31,
2024
Severance(1)
$7,414 
Other personnel expenses(1)
528 
Other selling, general, and administrative expenses(2)
4,969 
Total $12,911 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$3,027 $3,191 $1,724 $7,942 
Other selling, general, and administrative expenses1,877 232 2,860 4,969 
The following table summarizes activity related to our 2024 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$ $ $ 
  Restructuring charges7,942 4,969 12,911 
  Cash payments(2,446)(46)(2,492)
  Settled non-cash (4,923)(4,923)
Balance, March 31, 2024$5,496 $ $5,496 

2022 Restructuring Program: In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. The initiatives under our 2022 Restructuring Program were completed in 2023. We had $3.8 million of accrued severance and other personnel expenses remaining as of as December 31, 2023. We paid $2.3 million of cash in the first quarter of 2024. There is no further activity expected related to the 2022 Restructuring Program other than settling the remaining $1.3 million of accrued severance and other personnel expenses as of March 31, 2024.
17

Table of Contents
A summary of the restructuring charges recognized is presented below (in thousands):
Three Months Ended March 31,
2023
Severance(1)
$3,138 
Other personnel expenses(1)
460 
Other selling, general, and administrative expenses(2)
124 
Total $3,722 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$829 $1,538 $1,231 $3,598 
Other selling, general, and administrative expenses 124  124 
The following table summarizes activity related to our 2022 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges 
  Cash payments(2,323)
  Accrual adjustments(1)
(111)
Balance, March 31, 2024$1,349 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
18

Table of Contents
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes.
FORWARD-LOOKING INFORMATION
Our Quarterly Report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events that, by their nature, involve risks and uncertainties. Forward-looking statements 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 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 detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 16, 2024, as well as the updates to these risk factors included in Part II—“Item 1A, Risk Factors,” herein.
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.
OVERVIEW
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. We bring together customers, carriers, and suppliers to connect and grow supply chains. 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.
Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profits are calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits 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 profits to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profits and adjusted gross profit margin.
19

Table of Contents
The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):
Three Months Ended March 31,
20242023
Revenues:
Transportation$4,082,588 $4,327,965 
Sourcing329,723 283,705 
Total revenues4,412,311 4,611,670 
Costs and expenses:
Purchased transportation and related services3,454,996 3,671,031 
Purchased products sourced for resale299,586 254,999 
Direct internally developed software amortization10,222 7,317 
Total direct costs3,764,804 3,933,347 
Gross profits / Gross profit margin647,507 14.7%678,323 14.7%
Plus: Direct internally developed software amortization10,222 7,317 
Adjusted gross profits / Adjusted gross profit margin$657,729 14.9%$685,640 14.9%
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profits. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profits, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):
Three Months Ended March 31,
20242023
Total revenues$4,412,311 $4,611,670 
Income from operations127,133 161,033 
Operating margin2.9%3.5%
Adjusted gross profits$657,729 $685,640 
Income from operations127,133 161,033 
Adjusted operating margin19.3%23.5%
MARKET TRENDS
The North America surface transportation market continues to gradually move toward a balance of carrier supply and shipper demand. Despite modest decreases in carrier counts, there remains an excess of carrier capacity, leading to continued soft market conditions. The elevated capacity levels that entered the market in the latter half of 2020 and throughout 2021, driven by historically high demand during the COVID-19 pandemic, have contracted more slowly than typical capacity reductions at this stage of recent market cycles. In the current state of the market, subtle volume increases—whether due to seasonality or improving demand—would likely be absorbed by available capacity, resulting in a continuation of soft market conditions in the near term. 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. The average routing guide depth of tender in the first quarter of 2024 remained low at 1.2, essentially in-line with the average routing guide depth experienced throughout 2023. The average routing guide depth in the first quarter of 2024 represents that on average, the first carrier in a shipper's routing guide is accepting the shipment most of the time, resulting in a limited number of shipments reaching the spot market.
20

Table of Contents
In the first quarter of 2024, the global forwarding market faced significant disruptions limiting the availability of several of the world’s most significant waterways. These disruptions have resulted in increased re-routing and degrading schedule reliability for ocean shipments. Ocean vessel capacity continues to expand although the challenges presented by these global disruptions have mitigated the impact on ocean freight pricing. The ongoing global disruptions, coupled with emerging geopolitical conflicts and potential shifts in consumer demand, will likely continue to impact ocean freight pricing in the near term. The challenges facing the ocean freight market are leading to increased ocean freight conversions, which alongside elevated e-commerce demand out of North Asia, have led to sharp increases in the cost of air freight in certain trade lanes.
BUSINESS TRENDS
Our first quarter of 2024 surface transportation results were significantly impacted by the prevailing soft market conditions discussed in the market trends section. These conditions led to most shipments moving under committed pricing agreements and suppressed freight rates for the limited number of shipments reaching the spot market. Consequentially, our surface transportation total revenues and adjusted gross profits decreased in the first quarter of 2024 compared to the same period in 2023. Industry freight volumes decreased in the first quarter of 2024 compared to the same period of 2023. Despite these challenging market conditions, our combined North American Surface Transportation (“NAST”) truckload and less than truckload (“LTL”) volumes increased by 1.5 percent during the first quarter of 2024 compared to the first quarter of 2023. In addition, our combined NAST truckload and LTL volumes along with our adjusted gross profits per transaction showed sequential improvement each month within the first quarter of 2024, driven by our improved execution and pricing discipline within our portfolio. Our average truckload linehaul cost per mile and linehaul rate charged to our customers, excluding fuel surcharges, both decreased approximately 7.5 percent during the first quarter of 2024.
Our first quarter of 2024 global forwarding results were significantly impacted by the global disruptions discussed in the market trends section. Specifically, we experienced a 23.0 percent increase in air freight tonnage, driven by ocean freight conversions in many trade lanes. These ocean freight conversions were driven by the disruptions affecting the market, which coupled with increased e-commerce demand out of North Asia, held the cost of air freight at elevated levels and led to lower adjusted gross profit per metric ton. Despite the challenges posed by market disruptions, our ocean volumes increased 7.0 percent as the prior year period was significantly impacted by elevated inventory levels and weak consumer demand.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select first quarter 2024 year-over-year operating comparisons to the first quarter 2023:
Total revenues decreased 4.3 percent to $4.4 billion, primarily driven by lower pricing in our truckload services, partially offset by higher pricing and increased volume in our ocean services.
Gross profits decreased 4.5 percent to $647.5 million. Adjusted gross profits decreased 4.1 percent to $657.7 million, primarily driven by lower adjusted gross profit per transaction in truckload.
Personnel expenses decreased 1.0 percent to $379.1 million, primarily due to cost optimization efforts and lower average employee headcount, which decreased 11.3 percent, partially offset by higher restructuring charges related to workforce reductions.
Other selling, general, and administrative (“SG&A”) expenses increased 7.1 percent to $151.5 million, primarily due to favorable credit losses in the prior year and restructuring charges in the current year related to impairment of internally developed software.
Income from operations decreased 21.1 percent to $127.1 million, due to decreased adjusted gross profits.
Adjusted operating margin of 19.3 percent declined 420 basis points.
Interest and other income/expense, net totaled $16.8 million of expense, consisting primarily of $22.1 million of interest expense, which decreased $1.5 million compared to last year, due to a lower average debt balance, and a $3.9 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $9.6 million net loss in the prior year.
The effective tax rate in the quarter was 15.8 percent compared to 13.5 percent in the first quarter last year.
Net income totaled $92.9 million, a decrease of 19.1 percent from a year ago.
Diluted earnings per share (EPS) decreased 18.8 percent to $0.78.
Cash flow from operations decreased $287.9 million in the three months ended March 31, 2024, primarily driven by an increase in net operating working capital.
21

Table of Contents
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
Three Months Ended March 31,
20242023% change
Revenues:
Transportation$4,082,588$4,327,965(5.7)%
Sourcing329,723283,70516.2 %
Total revenues4,412,3114,611,670(4.3)%
Costs and expenses:
Purchased transportation and related services3,454,9963,671,031(5.9)%
Purchased products sourced for resale299,586254,99917.5 %
Personnel expenses379,087383,106(1.0)%
Other selling, general, and administrative expenses151,509141,5017.1 %
Total costs and expenses4,285,1784,450,637(3.7)%
Income from operations127,133161,033(21.1)%
Interest and other income/expense, net(16,780)(28,265)(40.6)%
Income before provision for income taxes110,353132,768(16.9)%
Provision for income taxes17,44917,877(2.4)%
Net income$92,904$114,891(19.1)%
Diluted net income per share$0.78$0.96(18.8)%
Average employee headcount14,99016,902(11.3)%
Adjusted gross profit margin percentage(1)
Transportation15.4 %15.2 %20 bps
Sourcing9.1 %10.1 %(100 bps)
Total adjusted gross profit margin14.9 %14.9 %0 bps
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.
Consolidated Results of Operations—Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023
Total revenues and direct costs. Total transportation revenues and direct costs decreased primarily due to reduced pricing and lower purchased transportation costs in truckload services. This decline was partially offset by increased volume and higher pricing and purchased transportation costs in ocean services compared to the previous year. The soft market conditions, characterized by weak demand and excess carrier capacity, continue to suppress freight rates in the surface transportation market as discussed in the market and business trends section above. Conversely, the global forwarding market has shown improvement from the weak consumer demand experienced in the prior year, resulting in increased ocean volumes. In addition, the disruptions facing the global forwarding market have led to elevated pricing and purchased transportation costs compared to the prior year. Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers.
22

Table of Contents
Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased driven by lower adjusted gross profits per transaction and a slight volume decline in truckload services, and to a lesser extent lower adjusted gross profits in other logistic services. The lower adjusted gross profit per transaction in truckload services was driven by the weak demand and excess capacity in the surface transportation market discussed in the market trends and business trends sections above, which have continued to suppress freight rates in the first quarter of 2024. Despite the challenging market conditions, our combined NAST truckload and LTL volumes, along with our adjusted gross profits per transaction, showed sequential improvement each month within the first quarter of 2024, driven by improved execution and pricing discipline within our portfolio. Sourcing adjusted gross profits increased, driven by integrated supply chain solutions for retail customers.
Operating expenses. Personnel expenses decreased primarily driven by cost optimization efforts, including lower average employee headcount. These reductions were partially offset by an increase in stock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. Other SG&A expenses increased primarily due to higher credit losses. This increase was driven by a decrease in the allowance for credit losses in the prior year period.
In addition to the above, our personnel expenses for 2024 included $7.9 million of severance and related personnel expenses. We also incurred a $5.0 million impairment loss in other SG&A expenses primarily related to capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Our personnel expenses for 2023 included $3.6 million of severance and related personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.
Interest and other income/expense, net. Interest and other income/expense, net primarily consisted of interest expense of $22.1 million. Interest expense decreased $1.5 million during the first quarter of 2024, due to a lower average debt balance. The current year included a $3.9 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $9.6 million net loss in the prior year.
Provision for income taxes. Our effective income tax rate was 15.8 percent for the first quarter of 2024 compared to 13.5 percent for the first quarter of 2023. The effective income tax rate for the first quarter of 2024 was lower than the statutory federal income tax rate primarily due to the tax impact of U.S. tax credits and incentives, which reduced the effective tax rate by 7.8 percentage points. These impacts were partially offset by a higher tax rate on state income taxes, net of federal benefit, which increased the effective income tax rate by 2.8 percentage points during the first quarter of 2024. The effective income tax rate for the first quarter of 2023 was lower than the statutory federal income tax rate primarily due to the tax benefits of share-based payment awards, which reduced the effective tax rate by 5.6 percentage points, and U.S. tax credits and incentives, which decreased the effective income tax rate by 3.8 percentage points. These impacts were partially offset by a higher tax rate on state income taxes, net of federal benefit, which increased the effective income tax rate by 2.3 percentage points during the first quarter of 2023.

23

Table of Contents
NAST Segment Results of Operations
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$3,000,313 $3,304,187 (9.2)%
Costs and expenses:
Purchased transportation and related services2,603,203 2,877,532 (9.5)%
Personnel expenses175,625 176,012 (0.2)%
Other selling, general, and administrative expenses112,590 116,621 (3.5)%
Total costs and expenses2,891,418 3,170,165 (8.8)%
Income from operations$108,895 $134,022 (18.7)%
Three Months Ended March 31,
20242023% change
Average employee headcount6,004 6,870 (12.6)%
Service line volume statistics
Truckload(0.5)%
LTL3.0 %
Adjusted gross profits(1)
Truckload$235,709 $261,519 (9.9)%
LTL139,459 137,078 1.7 %
Other 21,942 28,058 (21.8)%
Total adjusted gross profits$397,110 $426,655 (6.9)%
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023
Total revenues and direct costs. NAST total revenues and direct costs decreased primarily due to reduced pricing and lower purchased transportation costs in truckload services. The soft market conditions, characterized by weak demand and excess carrier capacity, continue to suppress freight rates in the surface transportation market as discussed in the market and business trends section above. Partially offsetting the decline was an increase of 1.5 percent in combined NAST truckload and LTL volumes.
Gross profits and adjusted gross profits. NAST adjusted gross profits decreased due to lower pricing in truckload services, resulting in lower adjusted gross profits per transaction. The lower adjusted gross profit per transaction was driven by the soft market conditions discussed in the market trends and business trends sections above, resulting in lower pricing and limited spot market opportunities at attractive rates in the first quarter of 2024. Our average truckload per mile linehaul cost and linehaul rate charged to customers, which excludes fuel surcharges, both decreased approximately 7.5 percent in the first quarter of 2024 compared to the first quarter of 2023. Despite the challenging market conditions our combined NAST truckload and LTL volumes, along with our adjusted gross profits per transaction, showed sequential improvement each month within the first quarter of 2024, driven by improved execution and pricing discipline within our portfolio. NAST other adjusted gross profits decreased, primarily driven by a decline in intermodal adjusted gross profits per transaction and decreased intermodal and warehousing adjusted gross profits. These decreases were partially offset by an increase in LTL volumes.
Operating expenses. NAST personnel expenses were essentially flat compared to the prior year. Cost optimization efforts, including lower average headcount in addition to lower commission expenses, were mostly offset by an increase in stock-based compensation expense. The prior year period included an accrual reversal related to certain performance-based awards. NAST other SG&A expenses decreased primarily due to lower allocated corporate expenses, which were partially offset by a benefit in the prior year from lower credit losses.
24

Table of Contents
In addition to the above, NAST personnel expenses for 2024 included $3.0 million of severance and related personnel expenses. We also incurred a $1.9 million impairment loss in other SG&A expenses related to capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 Restructuring Program.
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 are allocated based upon relevant segment operating metrics.
Global Forwarding Segment Results of Operations
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$858,637 $789,978 8.7 %
Costs and expenses:
Purchased transportation and related services678,592 612,059 10.9 %
Personnel expenses96,463 92,263 4.6 %
Other selling, general, and administrative expenses52,030 55,540 (6.3)%
Total costs and expenses827,085 759,862 8.8 %
Income from operations$31,552 $30,116 4.8 %
Three Months Ended March 31,
20242023% change
Average employee headcount4,8765,471(10.9)%
Service line volume statistics
Ocean7.0 %
Air23.0 %
Customs8.5 %
Adjusted gross profits(1)
Ocean$112,850 $110,121 2.5 %
Air30,164 30,902 (2.4)%
Customs26,097 23,334 11.8 %
Other 10,934 13,562 (19.4)%
Total adjusted gross profits$180,045 $177,919 1.2 %
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023
Total revenues and direct costs. Global Forwarding total revenues and direct costs increased driven by increased volume and higher pricing and purchased transportation costs in ocean services compared to the previous year. The global forwarding market has shown improvement from the weak consumer demand experienced in the prior year. In addition, the disruptions facing the global forwarding market have resulted in an increase in air freight tonnage, driven by ocean freight conversions in many trade lanes. These ocean freight conversions coupled with increased e-commerce demand out of North Asia have led to sharp increases to the cost of air freight in certain trade lanes compared to the prior year.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits increased driven by increased volume in ocean services, partially offset by lower adjusted gross profits per shipment in ocean services. Air freight adjusted gross profits decreased slightly as a significant increase in metric tons shipped was more than offset by lower adjusted gross profits per metric ton shipped. The lower adjusted gross profit per metric ton shipped was driven by the elevated cost of air freight due to disruptions facing the market as discussed in the market trends and business trends sections above. Customs adjusted gross profits increased driven by an increase in transaction volumes and higher adjusted gross profits per shipment.
25

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. Other SG&A expenses decreased driven by the completion of amortization of intangible assets related to a previously completed acquisition and lower allocated corporate expenses.
In addition to the above, Global Forwarding personnel expenses for 2024 included $3.2 million of severance and related personnel expenses associated with our 2024 Restructuring Program. Personnel expenses for 2023 included $1.5 million of severance and related personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.
All Other and Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$553,361 $517,505 6.9 %
Income (loss) from operations(13,314)(3,105)N/M
Adjusted gross profits(1)
Robinson Fresh33,736 31,145 8.3 %
Managed Services28,936 28,970 (0.1)%
Other Surface Transportation17,902 20,951 (14.6)%
Total adjusted gross profits$80,574 $81,066 (0.6)%
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31, 2024, Compared to the Three Months Ended March 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. This increase was partially offset by a modest decline in our European truckload revenues within our Other Surface Transportation business.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by a 1.5% increase in case volume and integrated supply chain solutions for retail customers. Managed Services adjusted gross profits were essentially flat with the prior year. Other Surface Transportation adjusted gross profits decreased primarily due to a decrease in adjusted gross profits per transaction in European truckload, partially offset by an increase in European truckload volumes.
Restructuring expenses. Personnel expenses in 2024 included $1.7 million of severance and related personnel expenses. We also incurred a $2.9 million impairment loss in other SG&A expenses related to capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses in 2023 included $1.2 million of severance and related personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.
26

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. In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (in thousands):
DescriptionCarrying Value as of March 31, 2024Borrowing CapacityMaturity
Revolving credit facility$280,000 $1,000,000 November 2027
Senior Notes, Series B150,000 150,000 August 2028
Senior Notes, Series C175,000 175,000 August 2033
Receivables Securitization Facility (1)
499,604 500,000 November 2025
Senior Notes (1)
596,172 600,000 April 2028
Total debt$1,700,776 $2,425,000 
______________________________________________
(1) Net of unamortized discounts and issuance costs.
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 $121.8 million as of March 31, 2024, and $145.5 million as of December 31, 2023. Cash and cash equivalents held outside the United States totaled $118.1 million as of March 31, 2024, and $142.8 million as of December 31, 2023.
We prioritize our investments to grow our market share and expand globally in key industries, trade lanes, and geographies, and to digitize our customer, carrier, and internal tools to support our organic growth. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
Three Months Ended March 31,
20242023% change
Sources (uses) of cash:
Cash (used for) provided by operating activities$(33,323)$254,544 N/M
Capital expenditures(22,474)(26,950)
Cash used for investing activities(22,474)(26,950)(16.6)%
Repurchase of common stock— (31,182)
Cash dividends(74,580)(73,435)
Net borrowing (payments) on debt120,000 (101,000)
Other financing activities(10,725)(375)
Cash provided by (used for) financing activities34,695 (205,992)N/M
Effect of exchange rates on cash and cash equivalents(2,584)76 
Net change in cash and cash equivalents$(23,686)$21,678 
Cash flow from operating activities. Our operating cash flows benefited in the prior year from declining freight rates in ocean and truckload services, which resulted in a decrease in net operating working capital and drove strong operating cash flow. In the current year, freight rates in ocean services have increased resulting in an increase in net operating working capital driving a decline in operating cash flows in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. We continue to closely monitor credit and collections activities and the quality of our accounts receivable balance to minimize risk as well as work with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.
27

Table of Contents
Cash used for investing activities. Capital expenditures consisted primarily of investments in software, which are intended to develop and deliver scalable solutions by transforming our processes, accelerate the pace of development and prioritizing data integrity, improve our customer and carrier experience, and increase efficiency to help expand our adjusted operating margins and grow the business.
Cash used for financing activities. Net borrowing on debt in the three months ended March 31, 2024 were to fund our working capital needs. Net repayments on debt in the three months ended March 31, 2023 were primarily to reduce the current portion of our debt outstanding. No shares were repurchased during the first quarter of 2024. 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. 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.
We believe that, assuming no change in our current business plan, our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.
As of March 31, 2024, we were in compliance with all of the covenants under our debt agreements.
Recently Issued Accounting Pronouncements 
Refer to Note 1, Basis of Presentation, contained in this Quarterly Report and in the company's 2023 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to the company's 2023 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of March 31, 2024, there were no material changes to our critical accounting policies and estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to the company’s 2023 Annual Report on Form 10-K for a discussion on the company’s market risk. As of March 31, 2024, there were no material changes in market risk from those disclosed in the company’s 2023 Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2024.
(b) Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28

Table of Contents
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, or future results. There have not been material changes in our risk factors set forth in the company’s 2023 Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about company purchases of common stock during the quarter ended March 31, 2024:
Total Number
of Shares
(or Units)
Purchased (1)
Average Price
Paid Per
Share
(or Unit)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (2)
Maximum Number of
Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs (2)
January 1, 2024 - January 31, 202431,352 $86.88 — 6,763,445 
February 1, 2024 - February 29, 2024172,615 73.99 — 6,763,445 
March 1, 2024 - March 31, 20248,578 73.86 — 6,763,445 
First Quarter 2024212,545 $75.89 — 6,763,445 
________________________________
(1) The total number of shares purchased based on trade date includes: (i) no shares of common stock purchased under the authorization described below; and (ii) 212,545 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.
(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of March 31, 2024, there were 6,763,445 shares remaining for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable. 
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
29

Table of Contents
ITEM 6. EXHIBITS    
Exhibits filed with, or incorporated by reference into, this Quarterly Report:
31.1
31.2
32.1
32.2
101
Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2024 formatted in Inline XBRL (embedded within the Inline XBRL document)
104
The cover page from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2024 formatted in Inline XBRL (embedded within the Inline XBRL document)


30

Table of Contents
SIGNATURES
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, thereunto duly authorized on May 3, 2024.
 
C.H. ROBINSON WORLDWIDE, INC.
By: /s/ David P. Bozeman
 David P. Bozeman
Chief Executive Officer
 
By: /s/ Michael P. Zechmeister
Michael P. Zechmeister
 Chief Financial Officer

31