C. H. ROBINSON WORLDWIDE, INC. - Quarter Report: 2024 June (Form 10-Q)

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Net cash used for investing activities()()FINANCING ACTIVITIESProceeds from stock issued for employee benefit plans Stock tendered for payment of withholding taxes()()Repurchase of common stock ()Cash dividends()()Proceeds from short-term borrowings Payments on short-term borrowings()()Net cash used for financing activities()()Effect of exchange rates on cash and cash equivalents()()Net change in cash and cash equivalents()()Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period$ $

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(1) The six months ended June 30, 2023 have been adjusted to conform to current year presentation.

See accompanying notes to the condensed consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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NOTE 2.

$ $ $ Foreign currency translation()()()()Balance, June 30, 2024$ $ $ $ percent and its $ million goodwill balance was not impaired.

Our interim Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis. The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was based upon available third-party offers to acquire the business at the measurement date. As the offers to acquire the business did not include the sale of a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform. The computed fair value of the reporting unit exceeded its carrying value by less than percent and therefore the judgments, key assumptions, and third-party offers to acquire the business are inherently sensitive inputs to our interim Step One Analysis. A negative change to the Europe Surface Transportation market could have negatively impacted the third-party offers to acquire the business used in our interim Step One Analysis although as noted in Note 14, Subsequent Events, the Company has entered into an agreement to sell the business excluding its proprietary technology platform. A change to the timing or cash outflows needed for a market participant to implement a comparable technology platform and changes to our computed discount rate are the primary factors that could reasonably be expected to negatively affect the fair value determined by our discounted cash flow analysis. We will continue to monitor any changes to the assumptions included in our discounted cash flow analysis in future periods as needed.

$()$ $ $()$ Indefinite-lived intangiblesTrademarks — — Total intangibles$ $()$ $ $()$

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$ $ $ $ $ $ 2025 2026 2027 2028 Total$

NOTE 3.

Level 3 assets or liabilities as of and during the periods ended June 30, 2024, and December 31, 2023. There were no transfers between levels during the period.

NOTE 4.

% %November 2027$ $ Senior Notes, Series B % %August 2028 Senior Notes, Series C % %August 2033

Receivables Securitization Facility (1)

% %November 2025

Senior Notes (1)

% %April 2028 Total debt Less: Current maturities and short-term borrowing()()Long-term debt$ $

____________________________________________

(1) Net of unamortized discounts and issuance costs.

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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 percent, or (c) the sum of one-month SOFR plus a specified margin). As of June 30, 2024, the variable rate equaled SOFR and a credit spread adjustment of percent plus percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from percent to 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 to 1.00. The Credit Agreement also contains customary events of default.

NOTE PURCHASE AGREEMENT

On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $ 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 $ million on June 30, 2024. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as a Level 2 financial liability. Senior Notes Series A matured in August 2023.

The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of to 1.00, a minimum interest coverage ratio of to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of percent.

The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.

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million as of June 30, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of percent plus percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of percent.

The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability.

The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.

On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $ million, and we have the option to utilize an accordion feature, if needed, of an additional $ 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 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 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ million as of June 30, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $ million as of June 30, 2024.

We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 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 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.

million discretionary line of credit with U.S. Bank of which $ million is utilized for standby letters of credit related to insurance collateral as of June 30, 2024. These standby letters of credit are renewed annually and were undrawn as of June 30, 2024.

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NOTE 5.

% % % %State income taxes, net of federal benefit Share based payment awards()()()()Foreign tax credits()()()()Other U.S. tax credits and incentives()()()()Foreign tax rate differential () )))________________________________

(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.

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$ $ $ Other selling, general, and administrative expenses

Six Months Ended June 30, 2023

NAST

Global Forwarding

All Other and Corporate

Consolidated

Personnel expenses

Other selling, general, and administrative expenses

Restructuring charges Cash payments()

Accrual adjustments(1)

()Balance, June 30, 2024$

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(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.

NOTE 14:

million as of June 30, 2024, consisting primarily of $ million of net operating working capital and $ million of goodwill and other intangible assets.

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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 original logistics leaders. Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics challenges—from the simple to the most complex. Through our unmatched expertise, unrivaled scale, and tailored solutions, we ensure the seamless delivery of goods across industries and continents via truckload, less-than-truckload, ocean, air, and beyond. As a responsible global citizen, we make supply chains more sustainable and proudly contribute millions to the causes that matter most to our employees.

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.

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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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenues:
Transportation	$	4,121,930		$	4,084,827		$	8,204,518		$	8,412,792
Sourcing	361,418			337,029			691,141			620,734
Total revenues	4,483,348			4,421,856			8,895,659			9,033,526
Costs and expenses:
Purchased transportation and related services	3,470,383			3,453,560			6,925,379			7,124,591
Purchased products sourced for resale	325,556			302,800			625,142			557,799
Direct internally developed software amortization	10,883			8,749			21,105			16,066
Total direct costs	3,806,822			3,765,109			7,571,626			7,698,456
Gross profits / Gross profit margin	676,526		15.1%	656,747		14.9%	1,324,033		14.9%	1,335,070		14.8%
Plus: Direct internally developed software amortization	10,883			8,749			21,105			16,066
Adjusted gross profits / Adjusted gross profit margin	$	687,409	15.3%	$	665,496	15.1%	$	1,345,138	15.1%	$	1,351,136	15.0%

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Total revenues	$	4,483,348	$	4,421,856	$	8,895,659	$	9,033,526
Income from operations	178,090		132,623		305,223		293,656
Operating margin	4.0%		3.0%		3.4%		3.3%

Adjusted gross profits	$	687,409	$	665,496	$	1,345,138	$	1,351,136
Income from operations	178,090		132,623		305,223		293,656
Adjusted operating margin	25.9%		19.9%		22.7%		21.7%

MARKET TRENDS

The North America surface transportation market remains largely unchanged from the first quarter of 2024. The market remains in a prolonged stage of oversupplied carrier capacity leading to continued soft market conditions. The seasonal impacts from the floral and produce season have created regional demand spikes at higher transportation rates slowing the pace of carriers exiting the market even further in the second quarter of 2024 than would be typical at this stage of the market cycle. Aside from these short-term seasonal impacts, shipper demand remains weak, which continues to suppress surface transportation rates at levels near the break-even cost to operate a truck. 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 increased each month within the second quarter of 2024 but remained low at 1.2, consistent with the first quarter of 2024 and in-line with the average routing guide depth experienced throughout 2023. The average routing guide depth in the second 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.

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The global forwarding market has continued to add carrier capacity in 2023 and into 2024. Despite new capacity entering the market, it hasn’t been sufficient to meet the growing demand due to the necessity of re-routing and longer transit times caused by the Red Sea conflict. In addition to the Red Sea conflict, there are increasing challenges related to container shortages and worsening port congestion impacting the market in certain parts of the world. At the same time, there are indications that shippers may be accelerating the timing of traditional peak season volume in light of these challenges, macroeconomic and geopolitical uncertainty, as well as the potential for labor issues at the U.S. East Coast ports, which are further straining available carrier capacity. Consequently, ocean freight rates have significantly increased in the second quarter of 2024 compared to the prior year. These ongoing global disruptions, coupled with the ongoing macroeconomic and geopolitical uncertainty, will likely continue to impact ocean freight pricing in the near term, although the extent of which remains uncertain. The challenges facing the ocean freight market are leading to increased ocean freight conversions to air freight, which, alongside elevated e-commerce demand out of North Asia, have tightened air freight capacity, and led to sharp increases in the cost of air freight in certain trade lanes.

BUSINESS TRENDS

Our second quarter of 2024 surface transportation results continued to be 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 and negatively impacted our surface transportation total revenues. Despite these challenging market conditions, we were able to improve our adjusted gross profits per transaction in the second quarter of 2024 compared to the same period in 2023 as a result of disciplined pricing and capacity procurement efforts leading to better adjusted gross profits per transaction within our transactional portfolio. Industry freight volumes decreased in the second 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 second quarter of 2024 compared to the second quarter of 2023. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 3.5 percent during the second quarter of 2024. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 2.0 percent during the second quarter of 2024.

Our second quarter of 2024 global forwarding results were significantly impacted by the global disruptions and challenges discussed in the market trends section. We experienced elevated purchased transportation costs for ocean freight in the second quarter of 2024, which resulted in growth in both ocean total revenues and cost of purchased transportation compared to the second quarter of 2023. We experienced a 4.0 percent increase in ocean freight volumes. We also experienced an 11.0 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, has continued to increase the cost of air freight, and led to lower adjusted gross profit per metric ton.

Subsequent to June 30, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale will include all assets and liabilities of the business other than our proprietary technology platform. The assets and liabilities of the Europe Surface Transportation disposal group will be presented as held for sale beginning in the third quarter of 2024 and adjusted to fair market value, less costs to sell, which will result in a loss on sale compared to carrying value in the third quarter of 2024.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select second quarter 2024 year-over-year operating comparisons to the second quarter 2023:

•Total revenues increased 1.4 percent to $4.5 billion, primarily driven by higher pricing in our ocean services, partially offset by lower pricing in our truckload services.

•Gross profits increased 3.0 percent to $676.5 million. Adjusted gross profits increased 3.3 percent to $687.4 million, primarily driven by higher adjusted gross profit per transaction in truckload and LTL services.

•Personnel expenses decreased 4.3 percent to $361.2 million, primarily due to cost optimization efforts and lower average employee headcount, which decreased 10.0 percent.

•Other selling, general, and administrative (“SG&A”) expenses decreased 4.8 percent to $148.1 million with reductions across several expense categories.

•Income from operations increased 34.3 percent to $178.1 million, due to the increase in adjusted gross profits and decrease in operating expenses.

•Adjusted operating margin of 25.9 percent increased 600 basis points.

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•Interest and other income/expense, net totaled $21.5 million of expense, consisting primarily of $22.9 million of interest expense, which decreased $0.3 million compared to last year, due to a lower average debt balance, and a $0.5 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $3.5 million net gain in the prior year.

•The effective tax rate in the quarter was 19.4 percent compared to 14.9 percent in the second quarter last year.

•Net income totaled $126.3 million, an increase of 29.7 percent from a year ago.

•Diluted earnings per share (EPS) increased 29.6 percent to $1.05.

•Cash flow from operations decreased $346.3 million in the six months ended June 30, 2024, primarily driven by an increase in net operating working capital.

CONSOLIDATED RESULTS OF OPERATIONS

The following table summarizes our results of operations (dollars in thousands, except per share data):


	Three Months Ended June 30,								Six Months Ended June 30,
	2024			2023			% change		2024			2023			% change
Revenues:
Transportation	$	4,121,930		$	4,084,827		0.9	%	$	8,204,518		$	8,412,792		(2.5)	%
Sourcing	361,418			337,029			7.2	%	691,141			620,734			11.3	%
Total revenues	4,483,348			4,421,856			1.4	%	8,895,659			9,033,526			(1.5)	%
Costs and expenses:
Purchased transportation and related services	3,470,383			3,453,560			0.5	%	6,925,379			7,124,591			(2.8)	%
Purchased products sourced for resale	325,556			302,800			7.5	%	625,142			557,799			12.1	%
Personnel expenses	361,222			377,277			(4.3)	%	740,309			760,383			(2.6)	%
Other selling, general, and administrative expenses	148,097			155,596			(4.8)	%	299,606			297,097			0.8	%
Total costs and expenses	4,305,258			4,289,233			0.4	%	8,590,436			8,739,870			(1.7)	%
Income from operations	178,090			132,623			34.3	%	305,223			293,656			3.9	%
Interest and other income/expense, net	(21,525)			(18,259)			17.9	%	(38,305)			(46,524)			(17.7)	%
Income before provision for income taxes	156,565			114,364			36.9	%	266,918			247,132			8.0	%
Provision for income taxes	30,314			17,048			77.8	%	47,763			34,925			36.8	%
Net income	$	126,251		$	97,316		29.7	%	$	219,155		$	212,207		3.3	%

Diluted net income per share	$	1.05		$	0.81		29.6	%	$	1.83		$	1.77		3.4	%

Average employee headcount	14,474			16,085			(10.0)	%	14,731			16,523			(10.8)	%

Adjusted gross profit margin percentage(1)
Transportation	15.8		%	15.5		%	30 bps		15.6		%	15.3		%	30 bps
Sourcing	9.9		%	10.2		%	(30 bps)		9.5		%	10.1		%	(60 bps)
Total adjusted gross profit margin	15.3		%	15.1		%	20 bps		15.1		%	15.0		%	10 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.

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Consolidated Results of Operations—Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023

Total revenues and direct costs. Total transportation revenues and direct costs increased primarily due to increased pricing and purchased transportation costs in ocean services. This increase was partially offset by lower pricing and purchased transportation costs in truckload services compared to the prior year. The global forwarding market continued to be impacted by re-routing and longer transit times caused by the Red Sea conflict and experienced increasing challenges in the second quarter of 2024 related to container shortages and worsening port congestion in certain parts of the world. These challenges combined with improving demand have significantly increased ocean freight rates in the second quarter of 2024 compared to the prior year. The lower pricing and purchased transportation costs in truckload services continue to be driven by the ongoing soft market conditions as the market remains in a prolonged stage of oversupplied carrier capacity as discussed in the market and business trends section above. Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased driven by higher adjusted gross profits per transaction in truckload and LTL services, and to a lesser extent, higher adjusted gross profit per shipment and increased volume in ocean services. The increased adjusted gross profit per transaction in truckload and LTL services was driven by improved execution and disciplined pricing and capacity procurement efforts within our transactional portfolio during the second quarter of 2024 compared to the prior year. Despite the challenging surface transportation market conditions, our combined NAST truckload and LTL volumes increased by 1.5 percent during the second quarter of 2024 compared to the second quarter of 2023. Sourcing adjusted gross profits increased, driven by integrated supply chain solutions for retail and foodservice 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 variable compensation including stock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. Other SG&A expenses decreased due to reductions in several expense categories.

In addition to the above, our personnel expenses for the second quarter of 2024 included $9.5 million of severance and related personnel expenses. We also incurred $5.7 million of restructuring related other SG&A expenses in the second quarter of 2024. These expenses were both associated with our 2024 Restructuring Program. Our personnel expenses for the second quarter of 2023 included $13.1 million of severance and related personnel expenses. We also incurred $1.0 million of restructuring related other SG&A expenses in the second quarter of 2023. These expenses were both 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 $22.9 million. Interest expense decreased $0.3 million during the second quarter of 2024, due to a lower average debt balance. The current year included a $0.5 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $3.5 million net gain in the prior year. The second quarter of 2023 also included a $2.1 million foreign currency loss related to our operations in Argentina that were divested in the prior year.

Provision for income taxes. Our effective income tax rate was 19.4 percent for the second quarter of 2024 compared to 14.9 percent for the second quarter of 2023. The effective income tax rate for the second 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 5.0 percentage points. These impacts were partially offset by a higher tax rate on foreign earnings, which increased the effective income tax rate by 2.7 percentage points during the second quarter of 2024. The effective income tax rate for the second quarter of 2023 was lower than the statutory federal income tax rate primarily due to foreign tax credits, which decreased the effective income tax rate by 6.2 percentage points, and U.S. tax credits and incentives, which decreased the effective income tax rate by 3.9 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 2.4 percentage points during the second quarter of 2023.

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Consolidated Results of Operations—Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023

Total revenues and direct costs. Total transportation revenues and direct costs decreased driven by lower pricing and purchased transportation costs in truckload services, partially offset by higher pricing and purchased transportation costs in ocean services in addition to volume increases in all of our global forwarding transportation services. The decline in truckload pricing and purchased transportation costs has been driven by the ongoing surface transportation soft market conditions as the market has remained in a prolonged stage of oversupplied carrier capacity during the six months ended June 30, 2024. The higher pricing and purchased transportation costs in ocean services were driven by the ongoing disruptions, including the Red Sea conflict, which have significantly impacted carrier capacity and resulted in increased ocean freight rates in the six months ended June 30, 2024. Our sourcing total revenue and direct costs increased driven by higher average pricing with retail customers and increased case volume with foodservice customers.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased due to lower adjusted gross profit per transaction in truckload and air services. These decreases were partially offset by increased ocean shipments and higher adjusted gross profit per transaction and increased volume in LTL services. The lower adjusted gross profit per transaction in truckload was driven by the continued soft market conditions in the surface transportation market which have suppressed freight rates in the six months ended June 30, 2024. Ocean shipments increased driven by the improving demand for ocean freight compared to the weak demand experienced in the prior year. Sourcing adjusted gross profits increased driven by an increase in integrated supply chain solutions for retail customers and foodservice customers.

Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts including lower average employee headcount, primarily offset by higher variable compensation including 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 a higher provision for credit losses as the prior year benefited from a reduction to the allowance for credit losses.

In addition to the above, our personnel expenses for the six months ended June 30, 2024, included $17.4 million of severance and related personnel expenses. We also incurred $10.7 million of restructuring related other SG&A expenses in the six months ended June 30, 2024. These expenses were both associated with our 2024 Restructuring Program. Our personnel expenses for the six months ended June 30, 2023, included $16.7 million of severance and related personnel expenses. We also incurred $1.1 million of restructuring related other SG&A expenses in the six months ended June 30, 2023. These expenses were both 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 $45.0 million, which decreased $1.8 million driven by lower average debt balances compared to the prior year. The six months ended June 30, 2024, included a net $4.4 million favorable impact from foreign currency revaluation and realized foreign currency gains and losses. The prior year included a net $6.0 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses primarily due to the impacts on intercompany assets and liabilities. The six months ended June 30, 2023, also included a $3.8 million foreign currency loss related to our operations in Argentina that were divested in the prior year.

Provision for income taxes. Our effective income tax rate was 17.9 percent for the six months ended June 30, 2024, and 14.1 percent for the six months ended June 30, 2023. The effective income tax rate for the six months ended June 30, 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 6.2 percentage points. These impacts were partially offset by state income tax expense, net of federal benefit, and a higher tax rate on foreign earnings, which increased the effective income tax rate by 2.3 percentage points and 1.8 percentage points, respectively. The effective income tax rate for the six months ended June 30, 2023 was lower than the statutory federal income tax rate primarily due to U.S. tax credits and incentives, the tax impact of share-based payment awards, and the impact of foreign tax credits, which reduced the effective tax rate by 3.9 percentage points, 3.5 percentage points, and 3.3 percentage points, respectively. These impacts were partially offset by state income tax expense, net of federal benefit, which increased the effective income tax rate by 2.3 percentage points.

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NAST Segment Results of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2024		2023		% change		2024		2023		% change
Total revenues	$	2,989,909	$	3,079,268	(2.9)	%	$	5,990,222	$	6,383,455	(6.2)	%
Costs and expenses:
Purchased transportation and related services	2,570,252		2,678,736		(4.0)	%	5,173,455		5,556,268		(6.9)	%
Personnel expenses	170,363		163,289		4.3	%	345,988		339,301		2.0	%
Other selling, general, and administrative expenses	108,192		119,384		(9.4)	%	220,782		236,005		(6.5)	%
Total costs and expenses	2,848,807		2,961,409		(3.8)	%	5,740,225		6,131,574		(6.4)	%
Income from operations	$	141,102	$	117,859	19.7	%	$	249,997	$	251,881	(0.7)	%

	Three Months Ended June 30,						Six Months Ended June 30,
	2024		2023		% change		2024		2023		% change
Average employee headcount	5,868		6,497		(9.7)	%	5,929		6,713		(11.7)	%
Service line volume statistics
Truckload					1.5	%					0.5	%
LTL					1.5	%					2.0	%

Adjusted gross profits(1)
Truckload	$	254,846	$	236,094	7.9	%	$	490,555	$	497,613	(1.4)	%
LTL	144,179		135,427		6.5	%	283,638		272,505		4.1	%
Other	20,632		29,011		(28.9)	%	42,574		57,069		(25.4)	%
Total adjusted gross profits	$	419,657	$	400,532	4.8	%	$	816,767	$	827,187	(1.3)	%

________________________________

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023

Total revenues and direct costs. NAST total revenues and direct costs decreased primarily due to lower pricing and purchased transportation costs in truckload services. The lower pricing and purchased transportation costs in truckload services continue to be driven by the ongoing soft market conditions as the market remains in a prolonged stage of oversupplied carrier capacity as discussed in the market and business trends section above. Partially offsetting these declines were higher pricing and purchased transportation costs in LTL services and volume increases in both LTL and truckload services.

Gross profits and adjusted gross profits. NAST adjusted gross profits increased due to higher adjusted gross profit per transaction and an increase in volume in truckload and LTL services. The higher adjusted gross profit per transaction was driven by improved execution and disciplined pricing and capacity procurement efforts within our transactional portfolio. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 2.0 percent in the second quarter of 2024 compared to the second quarter of 2023. Our truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 3.5 percent in the second quarter of 2024 compared to the second quarter of 2023. NAST other adjusted gross profits decreased, primarily driven by a decline in warehousing and intermodal adjusted gross profits.

Operating expenses. NAST personnel expenses increased driven by an increase in variable compensation, including stock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. This was partially offset by cost optimization efforts, including lower average employee headcount. NAST other SG&A expenses decreased primarily due to lower allocated corporate expenses.

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In addition to the above, NAST personnel expenses in the second quarter of 2024 included $4.8 million of severance and related personnel expenses. We also incurred $3.8 million of restructuring related other SG&A expenses in the second quarter of 2024. 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.

Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023

Total revenues and direct costs. NAST total revenues and direct costs decreased driven by lower pricing and purchased transportation costs in truckload services. The decline in truckload pricing and purchased transportation costs has been driven by the ongoing surface transportation soft market conditions as the market remained in a prolonged stage of oversupplied carrier capacity during the six months ended June 30, 2024. Partially offsetting this decline was an increase in volumes for both truckload and LTL services.

Gross profits and adjusted gross profits. NAST adjusted gross profits decreased primarily due to lower adjusted gross profit per transaction in truckload services. The lower adjusted gross profit per transaction was driven by the continued soft market conditions in the surface transportation market which have suppressed freight rates in the six months ended June 30, 2024. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 5.0 percent. Our truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 5.5 percent. The decrease in truckload adjusted gross profits was partially offset by an increase in LTL volumes. NAST other adjusted gross profits decreased, primarily driven by a decline in warehousing and intermodal adjusted gross profits.

Operating expenses. NAST personnel expense increased driven by an increase in variable compensation, including stock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. This was partially offset by cost optimization efforts, including lower average employee headcount. NAST other SG&A expenses decreased primarily due to lower allocated corporate expenses.

In addition to the above, NAST personnel expenses in the six months ended June 30, 2024, included $7.8 million of severance and related personnel expenses. We also incurred $5.7 million of restructuring related other SG&A expenses in the six months ended June 30, 2024. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for the six months ended June 30, 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.

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Global Forwarding Segment Results of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2024		2023		% change		2024		2023		% change
Total revenues	$	921,223	$	779,867	18.1	%	$	1,779,860	$	1,569,845	13.4	%
Costs and expenses:
Purchased transportation and related services	737,156		600,636		22.7	%	1,415,748		1,212,695		16.7	%
Personnel expenses	90,195		92,937		(3.0)	%	186,658		185,200		0.8	%
Other selling, general, and administrative expenses	52,890		56,647		(6.6)	%	104,920		112,187		(6.5)	%
Total costs and expenses	880,241		750,220		17.3	%	1,707,326		1,510,082		13.1	%
Income from operations	$	40,982	$	29,647	38.2	%	$	72,534	$	59,763	21.4	%

	Three Months Ended June 30,						Six Months Ended June 30,
	2024		2023		% change		2024		2023		% change
Average employee headcount	4,652		5,225		(11.0)	%	4,770		5,356		(10.9)	%
Service line volume statistics
Ocean					4.0	%					5.5	%
Air					11.0	%					16.5	%
Customs					6.0	%					7.0	%

Adjusted gross profits(1)
Ocean	$	116,635	$	107,423	8.6	%	$	229,485	$	217,544	5.5	%
Air	30,483		33,479		(8.9)	%	60,647		64,381		(5.8)	%
Customs	26,652		25,128		6.1	%	52,749		48,462		8.8	%
Other	10,297		13,201		(22.0)	%	21,231		26,763		(20.7)	%
Total adjusted gross profits	$	184,067	$	179,231	2.7	%	$	364,112	$	357,150	1.9	%

________________________________

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023

Total revenues and direct costs. Global Forwarding total revenues and direct costs increased driven by higher pricing and purchased transportation costs and increased volume in ocean services compared to the prior year. The global forwarding market continued to be impacted by re-routing and longer transit times caused by the Red Sea conflict and experienced increasing challenges in the second quarter of 2024 related to container shortages and worsening port congestion in certain parts of the world. These challenges combined with improving demand have significantly increased ocean freight rates in the second quarter of 2024 compared to 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 price and 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 higher adjusted gross profit per shipment and increased volume in ocean services driven by the challenges facing the global forwarding market resulting in higher pricing. Air freight adjusted gross profits decreased due to lower adjusted gross profits per metric ton shipped driven by the sharp increase to the cost of air freight in the second quarter of 2024. This decrease was partially offset by an increase in metric tons shipped. Customs adjusted gross profits increased driven by an increase in transaction volumes.

Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts, including lower average employee headcount. This decrease was partially offset by an increase in variable compensation, including stock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. Global Forwarding other SG&A expenses decreased driven by lower allocated corporate expenses.

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In addition to the above, Global Forwarding personnel expenses for the second quarter of 2024 included $2.2 million of severance and related personnel expenses. We also incurred $1.3 million of restructuring related other SG&A expenses in the second quarter of 2024. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for the second quarter of 2023 included $0.7 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.

Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023

Total revenues and direct costs. Global Forwarding total revenues and direct costs increased driven by higher pricing and purchased transportation costs in ocean services in addition to volume increases in all of our global forwarding transportation services. The higher pricing and purchased transportation costs in ocean services were driven by the ongoing disruptions, including the Red Sea conflict, which have significantly impacted carrier capacity and resulted in increased ocean freight rates in the six months ended June 30, 2024. 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 ocean shipments due to improving demand for ocean freight compared to the weak demand experienced in the prior year. Air freight adjusted gross profits decreased due to lower adjusted gross profits per metric ton shipped, which was partially offset by an increase in metric tons shipped. The lower adjusted gross profit per metric ton shipped was driven by sharp increases to the cost of air freight in certain trade lanes compared to the prior year discussed above. Customs adjusted gross profits increased driven by an increase in transaction volume.

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 lower allocated corporate expenses and the completion of amortization of intangible assets related to a previously completed acquisition. These decreases were partially offset by a higher provision for credit losses as the prior year benefited from a reduction to the allowance for credit losses.

In addition to the above, Global Forwarding personnel expenses for the six months ended June 30, 2024, included $5.4 million of severance and related personnel expenses. We also incurred $1.6 million of restructuring related other SG&A expenses in 2024. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for the six months ended June 30, 2023, included $2.2 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.

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 June 30,						Six Months Ended June 30,
(dollars in thousands)	2024		2023		% change		2024		2023		% change
Total revenues	$	572,216	$	562,721	1.7	%	$	1,125,577	$	1,080,226	4.2	%
Income (loss) from operations	(3,994)		(14,883)		(73.2)	%	(17,308)		(17,988)		(3.8)	%

Adjusted gross profits(1)
Robinson Fresh	39,883		37,895		5.2	%	73,619		69,040		6.6	%
Managed Services	28,752		28,953		(0.7)	%	57,688		57,923		(0.4)	%
Other Surface Transportation	15,050		18,885		(20.3)	%	32,952		39,836		(17.3)	%
Total adjusted gross profits	$	83,685	$	85,733	(2.4)	%	$	164,259	$	166,799	(1.5)	%

________________________________

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

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Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 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 decline in our European truckload total revenues within our Other Surface Transportation business.

Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers. Managed Services adjusted gross profits were essentially flat with the prior year. Other Surface Transportation adjusted gross profits decreased due to a decrease in adjusted gross profits per transaction in European truckload and a decrease in European truckload volumes.

Restructuring expenses. Personnel expenses in the second quarter of 2024 included $2.5 million of severance and related personnel expenses. We also incurred $0.6 million of restructuring related other SG&A expenses in the second quarter of 2024. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses in the second quarter of 2023 included $12.1 million of severance and related personnel expenses. We also incurred $1.0 million of restructuring related other SG&A expenses in the second quarter of 2023. These expenses were both associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.

Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023

Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers. 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.

Restructuring expenses. Personnel expenses in the six months ended June 30, 2024 included $4.2 million of severance and related personnel expenses. We also incurred $3.5 million of restructuring related other SG&A expenses in the six months ended June 30, 2024. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses in the six months ended June 30, 2023 included $13.3 million of severance and related personnel expenses. We also incurred $1.0 million of restructuring related other SG&A expenses in the six months ended June 30, 2023. These expenses were both associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.

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):


Description	Carrying Value as of June 30, 2024		Borrowing Capacity		Maturity
Revolving credit facility	$	188,000	$	1,000,000	November 2027
Senior Notes, Series B	150,000		150,000		August 2028
Senior Notes, Series C	175,000		175,000		August 2033
Receivables Securitization Facility (1)	499,667		500,000		November 2025
Senior Notes (1)	596,399		600,000		April 2028
Total debt	$	1,609,066	$	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 $113.2 million as of June 30, 2024, and $145.5 million as of December 31, 2023. Cash and cash equivalents held outside the United States totaled $108.2 million as of June 30, 2024, and $142.8 million as of December 31, 2023.

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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):


	Six Months Ended June 30,
	2024		2023		% change
Sources (uses) of cash:
Cash provided by operating activities	$	133,099	$	479,376	(72.2)	%

Capital expenditures	(41,811)		(51,301)


10.1	Form of C.H. Robinson Executive Separation and Change in Control Plan and Summary Plan Description For Eligible U.S. Employees

10.2	Employment offer letter agreement with Damon Lee fully executed on June 4, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2024).

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended June 30, 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 June 30, 2024 formatted in Inline XBRL (embedded within the Inline XBRL document)

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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 August 2, 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

C. H. ROBINSON WORLDWIDE, INC. - Quarter Report: 2024 June (Form 10-Q)

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