chrw-20250331

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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, 2025

☐ 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

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

Indicate by check mark whether the registrant: (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 filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller 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 April 30, 2025, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 118,730,622.

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C.H. ROBINSON WORLDWIDE, INC.

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	PART I. Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2025 and 202 4	4
	Condensed Consolidated Statements of Stockholders' Investment for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

	PART II. Other Information

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	Signatures	33

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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, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	129,942	$	145,762
Receivables, net of allowance for credit loss of $12,666 and $13,285	2,482,842		2,383,709
Contract assets, net of allowance for credit loss	197,488		200,332
Prepaid expenses and other	113,453		102,166

Assets held for sale	—		137,634
Total current assets	2,923,725		2,969,603
Property and equipment, net of accumulated depreciation and amortization	123,041		127,189
Goodwill	1,432,136		1,428,965
Other intangible assets, net of accumulated amortization	25,735		28,193
Right-of-use lease assets	311,035		334,738
Deferred tax assets	283,260		300,909
Other assets	127,182		108,329
Total assets	$	5,226,114	$	5,297,926

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,253,079	$	1,178,335
Outstanding checks	21,494		33,797
Accrued expenses:
Compensation	109,646		180,801
Transportation expense	151,203		153,274
Income taxes	21,479		9,326
Other accrued liabilities	168,675		173,318
Current lease liabilities	69,935		72,842
Current portion of debt	467,854		455,792
Liabilities held for sale	—		67,413
Total current liabilities	2,263,365		2,324,898

Long-term debt	922,087		921,857
Noncurrent lease liabilities	268,914		290,641
Noncurrent income taxes payable	23,941		23,472
Deferred tax liabilities	10,392		12,565
Other long-term liabilities	2,690		2,442
Total liabilities	3,491,389		3,575,875
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 179,199 shares issued, 118,958 and 118,664 outstanding	11,896		11,866
Additional paid-in capital	715,021		775,054
Retained earnings	5,847,221		5,786,337
Accumulated other comprehensive loss	(99,967)		(110,402)
Treasury stock at cost (60,241 and 60,535 shares)	(4,739,446)		(4,740,804)
Total stockholders’ investment	1,734,725		1,722,051
Total liabilities and stockholders’ investment	$	5,226,114	$	5,297,926

See accompanying notes to the condensed consolidated financial statements.

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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,
		2025		2024
Revenues:
Transportation		$	3,721,915	$	4,082,588
Sourcing		324,825		329,723
Total revenues		4,046,740		4,412,311
Costs and expenses:
Purchased transportation and related services		3,081,370		3,454,996
Purchased products sourced for resale		292,282		299,586
Personnel expenses		348,553		379,087
Other selling, general, and administrative expenses		147,682		151,509
Total costs and expenses		3,869,887		4,285,178
Income from operations		176,853		127,133
Interest and other income/expense, net		(20,051)		(16,780)
Income before provision for income taxes		156,802		110,353
Provision for income taxes		21,500		17,449
Net income		135,302		92,904
Other comprehensive income (loss)		10,435		(19,490)
Comprehensive income		$	145,737	$	73,414

Basic net income per share		$	1.12	$	0.78
Diluted net income per share		$	1.11	$	0.78

Basic weighted average shares outstanding		120,969		119,344
Dilutive effect of outstanding stock awards		963		260
Diluted weighted average shares outstanding		121,932		119,604

See accompanying notes to the condensed consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Stockholders’ Investment

(unaudited, in thousands, except per share data)


	Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2024	118,664	$	11,866	$	775,054	$	5,786,337	$	(110,402)	$	(4,740,804)	$	1,722,051
Net income						135,302						135,302
Foreign currency adjustments								10,435				10,435
Dividends declared, $0.62 per share						(74,418)						(74,418)
Stock issued for employee benefit plans	779	78		(83,179)						50,080		(33,021)
Stock-based compensation expense	—	—		23,146						—		23,146
Repurchase of common stock	(485)	(48)								(48,722)		(48,770)
Balance March 31, 2025	118,958	$	11,896	$	715,021	$	5,847,221	$	(99,967)	$	(4,739,446)	$	1,734,725


	Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2023	116,768	$	11,677	$	754,093	$	5,620,790	$	(80,946)	$	(4,886,917)	$	1,418,697
Net income						92,904						92,904
Foreign currency adjustments								(19,490)				(19,490)
Dividends declared, $0.61 per share						(74,065)						(74,065)
Stock issued for employee benefit plans	232	23		(29,768)						19,020		(10,725)
Stock-based compensation expense	—	—		22,673						—		22,673

Balance March 31, 2024	117,000	$	11,700	$	746,998	$	5,639,629	$	(100,436)	$	(4,867,897)	$	1,429,994

See accompanying notes to the condensed consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended March 31,
	2025		2024
OPERATING ACTIVITIES
Net income	$	135,302	$	92,904
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization	25,642		23,878
Provision for credit losses	1,315		2,813
Stock-based compensation	23,146		22,673
Deferred income taxes	15,675		(6,805)
Excess tax benefit on stock-based compensation	(7,032)		(1,570)
Change in loss on disposal group	(569)		—
Other operating activities	6,665		5,596
Changes in operating elements:
Receivables	(70,602)		(225,402)
Contract assets	2,898		(45,574)
Prepaid expenses and other	(10,994)		(11,409)
Right of use asset	19,315		(13,933)
Accounts payable and outstanding checks	58,699		84,966
Accrued compensation	(71,579)		(23,407)
Accrued transportation expense	(2,071)		38,106
Accrued income taxes	19,445		3,619
Other accrued liabilities	(12,535)		5,446
Lease liability	(26,615)		14,347
Other assets and liabilities	426		429
Net cash provided by (used for) operating activities	106,531		(33,323)
INVESTING ACTIVITIES
Purchases of property and equipment	(3,348)		(8,620)
Purchases and development of software	(12,734)		(13,854)
Proceeds from divestiture	27,737		—


Net cash provided by (used for) investing activities	11,655		(22,474)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	16,808		5,405
Stock tendered for payment of withholding taxes	(49,829)		(16,130)
Repurchase of common stock	(47,700)		—
Cash dividends	(77,490)		(74,580)


Proceeds from short-term borrowings	682,000		912,000
Payments on short-term borrowings	(670,000)		(792,000)


Net cash (used for) provided by financing activities	(146,211)		34,695
Effect of exchange rates on cash and cash equivalents	1,429		(2,584)
Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale	(26,596)		(23,686)
Plus: net decrease in cash and cash equivalents within assets held for sale	10,776		—
Cash and cash equivalents, beginning of period	145,762		145,524
Cash and cash equivalents, end of period	$	129,942	$	121,838

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. 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 Solutions, 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, 2024.

RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2024, the FASB issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The update may be applied either prospectively or retrospectively. 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, 2024, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.

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NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS

The change in carrying amount of goodwill is as follows (in thousands):


	NAST		Global Forwarding		All Other and Corporate		Total
Balance, December 31, 2024(1)	$	1,179,444	$	202,498	$	75,617	$	1,457,559
Foreign currency translation	1,350		1,759		165		3,274
Divestitures(2)	—		—		(28,697)		(28,697)
Balance, March 31, 2025	$	1,180,794	$	204,257	$	47,085	$	1,432,136

_________________________________________

(1) Includes $28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024. Refer to Note 14, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

(2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business. In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group. Refer to Note 14, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

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 2024 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.

Excluding the sale of our Europe Surface Transportation business on February 1, 2025 and the corresponding goodwill disposal, no changes in circumstances or events were identified in the first quarter of 2025 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of March 31, 2025.

Identifiable intangible assets consisted of the following (in thousands):

March 31, 2025

December 31, 2024

Cost

Accumulated Amortization

Net

Cost

Accumulated Amortization

Net

Finite-lived intangibles

Customer relationships(1)

78,896

(59,054)

SEC Form 10-Q filed by C.H. Robinson Worldwide Inc.