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,June 30, 2023
    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 April 26,August 2, 2023, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 116,438,842.116,431,364.


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, 2023December 31, 2022 June 30, 2023December 31, 2022
ASSETSASSETSASSETS
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$239,160 $217,482 Cash and cash equivalents$210,155 $217,482 
Receivables, net of allowance for credit loss of $18,567 and $28,7492,681,580 2,991,753 
Receivables, net of allowance for credit loss of $14,461 and $28,749Receivables, net of allowance for credit loss of $14,461 and $28,7492,505,130 2,991,753 
Contract assets, net of allowance for credit lossContract assets, net of allowance for credit loss191,711 257,597 Contract assets, net of allowance for credit loss188,207 257,597 
Prepaid expenses and otherPrepaid expenses and other122,195 122,406 Prepaid expenses and other147,993 122,406 
Total current assetsTotal current assets3,234,646 3,589,238 Total current assets3,051,485 3,589,238 
Property and equipment, net of accumulated depreciation and amortizationProperty and equipment, net of accumulated depreciation and amortization160,864 159,432 Property and equipment, net of accumulated depreciation and amortization159,222 159,432 
GoodwillGoodwill1,470,686 1,470,813 Goodwill1,469,407 1,470,813 
Other intangible assets, net of accumulated amortizationOther intangible assets, net of accumulated amortization58,397 64,026 Other intangible assets, net of accumulated amortization52,591 64,026 
Right-of-use lease assetsRight-of-use lease assets357,044 372,141 Right-of-use lease assets343,734 372,141 
Deferred tax assetsDeferred tax assets190,919 181,602 Deferred tax assets201,858 181,602 
Other assetsOther assets123,028 117,312 Other assets126,964 117,312 
Total assetsTotal assets$5,595,584 $5,954,564 Total assets$5,405,261 $5,954,564 
LIABILITIES AND STOCKHOLDERS’ INVESTMENTLIABILITIES AND STOCKHOLDERS’ INVESTMENTLIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$1,411,371 $1,466,998 Accounts payable$1,358,619 $1,466,998 
Outstanding checksOutstanding checks71,876 103,561 Outstanding checks90,969 103,561 
Accrued expenses:Accrued expenses:Accrued expenses:
CompensationCompensation108,069 242,605 Compensation112,421 242,605 
Transportation expenseTransportation expense145,210 199,092 Transportation expense142,568 199,092 
Income taxesIncome taxes9,333 15,210 Income taxes9,763 15,210 
Other accrued liabilitiesOther accrued liabilities176,292 168,009 Other accrued liabilities159,065 168,009 
Current lease liabilitiesCurrent lease liabilities72,958 73,722 Current lease liabilities72,223 73,722 
Current portion of debtCurrent portion of debt952,759 1,053,655 Current portion of debt815,863 1,053,655 
Total current liabilitiesTotal current liabilities2,947,868 3,322,852 Total current liabilities2,761,491 3,322,852 
Long-term debtLong-term debt920,272 920,049 Long-term debt920,495 920,049 
Noncurrent lease liabilitiesNoncurrent lease liabilities301,168 313,742 Noncurrent lease liabilities288,960 313,742 
Noncurrent income taxes payableNoncurrent income taxes payable27,009 28,317 Noncurrent income taxes payable28,104 28,317 
Deferred tax liabilitiesDeferred tax liabilities15,330 14,256 Deferred tax liabilities15,099 14,256 
Other long-term liabilitiesOther long-term liabilities2,549 1,926 Other long-term liabilities3,005 1,926 
Total liabilitiesTotal liabilities4,214,196 4,601,142 Total liabilities4,017,154 4,601,142 
Stockholders’ investment:Stockholders’ investment:Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstandingPreferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding— — 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; 179,204 and 179,204 shares issued, 116,437 and 116,323 outstanding11,644 11,632 
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,204 shares issued, 116,335 and 116,323 outstandingCommon stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,204 shares issued, 116,335 and 116,323 outstanding11,633 11,632 
Additional paid-in capitalAdditional paid-in capital730,363 743,288 Additional paid-in capital734,244 743,288 
Retained earningsRetained earnings5,631,750 5,590,440 Retained earnings5,655,489 5,590,440 
Accumulated other comprehensive lossAccumulated other comprehensive loss(86,383)(88,860)Accumulated other comprehensive loss(92,919)(88,860)
Treasury stock at cost (62,767 and 62,881 shares)(4,905,986)(4,903,078)
Treasury stock at cost (62,869 and 62,881 shares)Treasury stock at cost (62,869 and 62,881 shares)(4,920,340)(4,903,078)
Total stockholders’ investmentTotal stockholders’ investment1,381,388 1,353,422 Total stockholders’ investment1,388,107 1,353,422 
Total liabilities and stockholders’ investmentTotal liabilities and stockholders’ investment$5,595,584 $5,954,564 Total liabilities and stockholders’ investment$5,405,261 $5,954,564 
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, Three Months Ended June 30,Six Months Ended June 30,
20232022 2023202220232022
Revenues:Revenues:Revenues:
TransportationTransportation$4,327,965 $6,528,351 Transportation$4,084,827 $6,465,642 $8,412,792 $12,993,993 
SourcingSourcing283,705 287,602 Sourcing337,029 332,833 620,734 620,435 
Total revenuesTotal revenues4,611,670 6,815,953 Total revenues4,421,856 6,798,475 9,033,526 13,614,428 
Costs and expenses:Costs and expenses:Costs and expenses:
Purchased transportation and related servicesPurchased transportation and related services3,671,031 5,650,224 Purchased transportation and related services3,453,560 5,466,874 7,124,591 11,117,098 
Purchased products sourced for resalePurchased products sourced for resale254,999 259,533 Purchased products sourced for resale302,800 299,988 557,799 559,521 
Personnel expensesPersonnel expenses383,106 413,361 Personnel expenses377,277 444,764 760,383 858,125 
Other selling, general, and administrative expensesOther selling, general, and administrative expenses141,501 147,361 Other selling, general, and administrative expenses155,596 117,184 297,097 264,545 
Total costs and expensesTotal costs and expenses4,450,637 6,470,479 Total costs and expenses4,289,233 6,328,810 8,739,870 12,799,289 
Income from operationsIncome from operations161,033 345,474 Income from operations132,623 469,665 293,656 815,139 
Interest and other income/expense, netInterest and other income/expense, net(28,265)(14,174)Interest and other income/expense, net(18,259)(27,395)(46,524)(41,569)
Income before provision for income taxesIncome before provision for income taxes132,768 331,300 Income before provision for income taxes114,364 442,270 247,132 773,570 
Provision for income taxesProvision for income taxes17,877 60,952 Provision for income taxes17,048 94,085 34,925 155,037 
Net incomeNet income114,891 270,348 Net income97,316 348,185 212,207 618,533 
Other comprehensive income2,477 6,870 
Other comprehensive lossOther comprehensive loss(6,536)(33,596)(4,059)(26,726)
Comprehensive incomeComprehensive income$117,368 $277,218 Comprehensive income$90,780 $314,589 $208,148 $591,807 
Basic net income per shareBasic net income per share$0.97 $2.07 Basic net income per share$0.82 $2.71 $1.79 $4.78 
Diluted net income per shareDiluted net income per share$0.96 $2.05 Diluted net income per share$0.81 $2.67 $1.77 $4.71 
Basic weighted average shares outstandingBasic weighted average shares outstanding118,636 130,499 Basic weighted average shares outstanding118,500 128,405 118,567 129,447 
Dilutive effect of outstanding stock awardsDilutive effect of outstanding stock awards1,273 1,656 Dilutive effect of outstanding stock awards1,307 1,933 1,253 1,771 
Diluted weighted average shares outstandingDiluted weighted average shares outstanding119,909 132,155 Diluted weighted average shares outstanding119,807 130,338 119,820 131,218 
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, 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 

Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2021129,186 $12,919 $673,628 $4,936,861 $(61,134)$(3,540,340)$2,021,934 
Balance December 31, 2022Balance December 31, 2022116,323 $11,632 $743,288 $5,590,440 $(88,860)$(4,903,078)$1,353,422 
Net incomeNet income270,348 270,348 Net income114,891 114,891 
Foreign currency adjustmentsForeign currency adjustments6,870 6,870 Foreign currency adjustments2,477 2,477 
Dividends declared, $0.55 per share(72,542)(72,542)
Dividends declared, $0.61 per shareDividends declared, $0.61 per share(73,581)(73,581)
Stock issued for employee benefit plansStock issued for employee benefit plans418 42 (17,377)26,239 8,904 Stock issued for employee benefit plans430 44 (28,532)28,113 (375)
Stock-based compensation expenseStock-based compensation expense— — 24,606 — 24,606 Stock-based compensation expense— — 15,607 — 15,607 
Repurchase of common stockRepurchase of common stock(1,593)(160)(164,458)(164,618)Repurchase of common stock(316)(32)(31,021)(31,053)
Balance March 31, 2022128,011 $12,801 $680,857 $5,134,667 $(54,264)$(3,678,559)$2,095,502 
Balance March 31, 2023Balance March 31, 2023116,437 11,644 730,363 5,631,750 (86,383)(4,905,986)1,381,388 
Net incomeNet income97,316 97,316 
Foreign currency adjustmentsForeign currency adjustments(6,536)(6,536)
Dividends declared, $0.61 per shareDividends declared, $0.61 per share(73,577)(73,577)
Stock issued for employee benefit plansStock issued for employee benefit plans228 22 (2,154)17,338 15,206 
Stock-based compensation expenseStock-based compensation expense— — 6,035 — 6,035 
Repurchase of common stockRepurchase of common stock(330)(33)(31,692)(31,725)
Balance June 30, 2023Balance June 30, 2023116,335 $11,633 $734,244 $5,655,489 $(92,919)$(4,920,340)$1,388,107 
Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2021129,186 $12,919 $673,628 $4,936,861 $(61,134)$(3,540,340)$2,021,934 
Net income270,348 270,348 
Foreign currency adjustments6,870 6,870 
Dividends declared, $0.55 per share(72,542)(72,542)
Stock issued for employee benefit plans418 42 (17,377)26,239 8,904 
Stock-based compensation expense— — 24,606 — 24,606 
Repurchase of common stock(1,593)(160)(164,458)(164,618)
Balance March 31, 2022128,011 12,801 680,857 5,134,667 (54,264)(3,678,559)2,095,502 
Net income348,185 348,185 
Foreign currency adjustments(33,596)(33,596)
Dividends declared, $0.55 per share(71,506)(71,506)
Stock issued for employee benefit plans316 31 377 20,478 20,886 
Stock-based compensation expense— — 27,929 — 27,929 
Repurchase of common stock(3,211)(320)(334,665)(334,985)
Balance June 30, 2022125,116 $12,512 $709,163 $5,411,346 $(87,860)$(3,992,746)$2,052,415 
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, Six Months Ended June 30,
2023202220232022
OPERATING ACTIVITIESOPERATING ACTIVITIESOPERATING ACTIVITIES
Net incomeNet income$114,891 $270,348 Net income$212,207 $618,533 
Adjustments to reconcile net income to net cash used for operating activities:Adjustments to reconcile net income to net cash used for operating activities:Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortizationDepreciation and amortization24,380 22,486 Depreciation and amortization50,355 45,748 
Provision for credit lossesProvision for credit losses(6,637)1,672 Provision for credit losses(8,397)(2,142)
Stock-based compensationStock-based compensation15,607 24,606 Stock-based compensation21,642 52,535 
Deferred income taxesDeferred income taxes(10,272)(2,916)Deferred income taxes(21,825)(5,844)
Excess tax benefit on stock-based compensationExcess tax benefit on stock-based compensation(7,011)(4,965)Excess tax benefit on stock-based compensation(8,645)(7,553)
Other operating activitiesOther operating activities942 42 Other operating activities3,080 (26,356)
Changes in operating elements, net of acquisitions:Changes in operating elements, net of acquisitions:Changes in operating elements, net of acquisitions:
ReceivablesReceivables326,244 (424,025)Receivables501,210 (378,641)
Contract assetsContract assets66,124 (51,439)Contract assets69,662 (65,362)
Prepaid expenses and otherPrepaid expenses and other433 (11,924)Prepaid expenses and other(23,834)(14,170)
Accounts payable and outstanding checksAccounts payable and outstanding checks(90,724)143,980 Accounts payable and outstanding checks(125,090)37,207 
Accrued compensationAccrued compensation(134,795)(79,885)Accrued compensation(130,197)(9,673)
Accrued transportation expenseAccrued transportation expense(53,882)42,825 Accrued transportation expense(56,524)62,506 
Accrued income taxesAccrued income taxes(40)48,502 Accrued income taxes3,308 (54,964)
Other accrued liabilitiesOther accrued liabilities8,169 8,099 Other accrued liabilities(9,611)1,391 
Other assets and liabilitiesOther assets and liabilities1,115 (1,334)Other assets and liabilities2,035 (1,886)
Net cash provided by (used for) operating activities254,544 (13,928)
Net cash provided by operating activitiesNet cash provided by operating activities479,376 251,329 
INVESTING ACTIVITIESINVESTING ACTIVITIESINVESTING ACTIVITIES
Purchases of property and equipmentPurchases of property and equipment(11,371)(10,046)Purchases of property and equipment(21,679)(36,781)
Purchases and development of softwarePurchases and development of software(15,579)(16,183)Purchases and development of software(29,622)(32,622)
Proceeds from sale of property and equipmentProceeds from sale of property and equipment— 2,250 Proceeds from sale of property and equipment— 63,208 
Net cash used for investing activitiesNet cash used for investing activities(26,950)(23,979)Net cash used for investing activities(51,301)(6,195)
FINANCING ACTIVITIESFINANCING ACTIVITIESFINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plansProceeds from stock issued for employee benefit plans19,673 25,366 Proceeds from stock issued for employee benefit plans36,684 53,574 
Stock tendered for payment of withholding taxesStock tendered for payment of withholding taxes(20,048)(16,462)Stock tendered for payment of withholding taxes(21,853)(23,784)
Repurchase of common stockRepurchase of common stock(31,182)(161,279)Repurchase of common stock(62,754)(490,699)
Cash dividendsCash dividends(73,435)(72,855)Cash dividends(146,195)(145,268)
Proceeds from long-term borrowingsProceeds from long-term borrowings— 200,000 Proceeds from long-term borrowings— 200,000 
Proceeds from short-term borrowingsProceeds from short-term borrowings739,000 1,062,000 Proceeds from short-term borrowings1,861,750 2,735,000 
Payments on short-term borrowingsPayments on short-term borrowings(840,000)(1,015,000)Payments on short-term borrowings(2,099,750)(2,586,000)
Net cash (used for) provided by financing activities(205,992)21,770 
Net cash used for financing activitiesNet cash used for financing activities(432,118)(257,177)
Effect of exchange rates on cash and cash equivalentsEffect of exchange rates on cash and cash equivalents76 1,533 Effect of exchange rates on cash and cash equivalents(3,284)(6,445)
Net change in cash and cash equivalentsNet change in cash and cash equivalents21,678 (14,604)Net change in cash and cash equivalents(7,327)(18,488)
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period217,482 257,413 Cash and cash equivalents, beginning of period217,482 257,413 
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$239,160 $242,809 Cash and cash equivalents, end of period$210,155 $238,925 
See accompanying notes to the condensed consolidated financial statements.
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, 2022.
RECENTLY ISSUED ACCOUNTING STANDARDS
For the threesix months ended March 31,June 30, 2023, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to 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, 2022 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 CorporateTotalNASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2022Balance, December 31, 2022$1,188,076 $206,189 $76,548 $1,470,813 Balance, December 31, 2022$1,188,076 $206,189 $76,548 $1,470,813 
Foreign currency translationForeign currency translation(865)408 330 (127)Foreign currency translation(1,853)224 223 (1,406)
Balance, March 31, 2023$1,187,211 $206,597 $76,878 $1,470,686 
Balance, June 30, 2023Balance, June 30, 2023$1,186,223 $206,413 $76,771 $1,469,407 
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 Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of March 31,June 30, 2023.
7

Table of Contents
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2023December 31, 2022June 30, 2023December 31, 2022
CostAccumulated AmortizationNetCostAccumulated AmortizationNetCostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangiblesFinite-lived intangiblesFinite-lived intangibles
Customer relationshipsCustomer relationships$161,844 $(112,047)$49,797 $162,358 $(106,932)$55,426 Customer relationships$161,078 $(117,087)$43,991 $162,358 $(106,932)$55,426 
Indefinite-lived intangiblesIndefinite-lived intangiblesIndefinite-lived intangibles
TrademarksTrademarks8,600 — 8,600 8,600 — 8,600 Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangiblesTotal intangibles$170,444 $(112,047)$58,397 $170,958 $(106,932)$64,026 Total intangibles$169,678 $(117,087)$52,591 $170,958 $(106,932)$64,026 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20232022
Amortization expense$5,815 $6,034 
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Amortization expense$5,773 $5,957 $11,588 $11,991 
Finite-lived intangible assets, by reportable segment, as of March 31,June 30, 2023, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotalNASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2023Remainder of 2023$6,063 $7,986 $823 $14,872 Remainder of 2023$4,042 $4,482 $547 $9,071 
202420248,008 3,539 1,097 12,644 20248,008 3,552 1,094 12,654 
202520257,857 2,322 1,097 11,276 20257,857 2,314 1,094 11,265 
202620267,857 377 751 8,985 20267,857 377 748 8,982 
202720271,310 — 503 1,813 20271,310 — 501 1,811 
ThereafterThereafter— — 207 207 Thereafter— — 208 208 
TotalTotal$49,797 Total$43,991 

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,June 30, 2023 and December 31, 2022. 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, 2023December 31, 2022MaturityMarch 31, 2023December 31, 2022
Revolving credit facility5.97 %— %November 2027$4,000 $— 
364-day revolving credit facility5.62 %5.12 %May 2023274,000 379,000 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
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)
5.57 %5.01 %November 2023499,759 499,655 
Senior Notes (1)
4.20 %4.20 %April 2028595,272 595,049 
Total debt1,873,031 1,973,704 
Less: Current maturities and short-term borrowing(952,759)(1,053,655)
Long-term debt$920,272 $920,049 
Average interest rate as ofCarrying value as of
June 30, 2023December 31, 2022MaturityJune 30, 2023December 31, 2022
Revolving credit facility6.22 %— %November 2027$141,000 $— 
364-day revolving credit facility— %5.12 %May 2023— 379,000 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
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)
5.87 %5.01 %November 2023499,863 499,655 
Senior Notes (1)
4.20 %4.20 %April 2028595,495 595,049 
Total debt1,736,358 1,973,704 
Less: Current maturities and short-term borrowing(815,863)(1,053,655)
Long-term debt$920,495 $920,049 

(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 and 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,June 30, 2023, 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. BorrowingsThe interest rate on borrowings under the 364-day Credit Agreement generally bear interest atwas based an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent. The alternate base rate is determined by a pricing schedule (which is the highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent). In addition, there ismargin. There was also a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to 0.175 percent per annum.facility. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt.
The 364-day Credit Agreement contains various restrictionsfacility expired on May 5, 2023, and covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00. The 364-day Credit Agreement also contains customary events of default.
9

Table of Contents
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 $476.5$472.4 million on March 31,June 30, 2023. 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 Level 2. Series A matures in August 2023 and is classified as current portion of debt in our Condensed Consolidated Balance Sheets as of March 31,June 30, 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.
9

Table of Contents
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 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 our U.S. trade accounts receivable with a total availability of $500 million as of March 31,June 30, 2023. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties. The recorded amount of borrowings outstanding on 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 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.
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 $578.0$575.9 million as of March 31,June 30, 2023, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $595.3$595.5 million as of March 31,June 30, 2023.
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.
10

Table of Contents
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.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $9.9 million is currently utilized for standby letters of credit related to insurance collateral as of March 31,June 30, 2023. These standby letters of credit are renewed annually and were undrawn as of March 31,June 30, 2023.
10


Table of Contents
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:
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
202320222023202220232022
Federal statutory rateFederal statutory rate21.0 %21.0 %Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefitState income taxes, net of federal benefit2.3 1.2 State income taxes, net of federal benefit2.4 2.0 2.3 1.7 
Share based payment awardsShare based payment awards(5.0)(1.3)Share based payment awards(0.9)(0.6)(3.1)(0.9)
Foreign tax creditsForeign tax credits(0.7)(0.8)Foreign tax credits(6.2)(1.4)(3.3)(1.1)
Other U.S. tax credits and incentivesOther U.S. tax credits and incentives(3.8)(1.9)Other U.S. tax credits and incentives(3.9)(0.3)(3.9)(1.0)
ForeignForeign(1.0)(0.6)Foreign0.6 (0.5)(0.3)(0.5)
OtherOther0.7 0.8 Other1.9 1.1 1.4 0.8 
Effective income tax rateEffective income tax rate13.5 %18.4 %Effective income tax rate14.9 %21.3 %14.1 %20.0 %

InDuring the first quarter ended March 31,of 2023, management made the determination that itthe company is no longer indefinitely reinvested with regard to the unremitted earnings of any foreign subsidiaries although it remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries. The change resultsresulted in a one-time increase to tax expense of approximately $2.0 million.million in the six months ended June 30, 2023.
As of March 31,June 30, 2023, we have $42.0$43.3 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, andnew 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 2015. We are currently under a limited Internal Revenue Service audit for the 2015 to 2017 tax years, while the 2018 U.S. Federal statute of limitations is closed.
11

Table of Contents
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,Three Months Ended June 30,Six Months Ended June 30,
202320222023202220232022
Stock optionsStock options$2,218 $3,219 Stock options$2,242 $3,263 $4,460 $6,482 
Stock awardsStock awards12,012 20,063 Stock awards2,980 23,887 14,992 43,950 
Company expense on ESPP discountCompany expense on ESPP discount1,377 1,324 Company expense on ESPP discount813 779 2,190 2,103 
Total stock-based compensation expenseTotal stock-based compensation expense$15,607 $24,606 Total stock-based compensation expense$6,035 $27,929 $21,642 $52,535 
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 3,227,8723,283,750 shares available for stock awards under the Plan as of March 31,June 30, 2023.
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,June 30, 2023, unrecognized compensation expense related to stock options was $11.2$8.9 million.
11

Table of Contents
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 24 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
We have awarded performance-based restricted shares through 2020 to certain key employees. These awards vest over a five-year period based on the company’s dilutive earnings per share growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based achieving 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 annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 272,455 PSUs at target and 688,341 time-based restricted stock units in February 2023. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $92.15 and $92.74, respectively, and vest over a three-year period as described above.
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,June 30, 2023, there was unrecognized compensation expense of $226.3$242.7 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
12

Table of Contents
on the passage of time, and contingent upon obtaining certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets and certain other conditions.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, 2023
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
92,373 $7,802 $1,377 
Three Months Ended June 30, 2023
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
57,425 $4,605 $813 

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.
12

Table of Contents
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 groupage 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 Interim 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, 2022. 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. Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2023
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Income (loss) from operations117,859 29,647 (14,883)132,623 
Depreciation and amortization5,856 5,484 14,635 25,975 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,497 5,225 4,363 16,085 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2022
Total revenues$4,147,046 $2,093,190 $558,239 $6,798,475 
Income from operations276,499 167,557 25,609 469,665 
Depreciation and amortization6,123 5,471 11,668 23,262 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcount7,552 5,759 4,582 17,893 
13

Table of Contents
NASTGlobal ForwardingAll Other and CorporateConsolidatedNASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2023
Six Months Ended June 30, 2023Six Months Ended June 30, 2023
Total revenuesTotal revenues$3,304,187 $789,978 $517,505 $4,611,670 Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Income (loss) from operationsIncome (loss) from operations134,022 30,116 (3,105)161,033 Income (loss) from operations251,881 59,763 (17,988)293,656 
Depreciation and amortizationDepreciation and amortization5,651 5,480 13,249 24,380 Depreciation and amortization11,507 10,964 27,884 50,355 
Total assets(1)
Total assets(1)
3,240,898 1,194,575 1,160,111 5,595,584 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcountAverage employee headcount6,870 5,471 4,561 16,902 Average employee headcount6,713 5,356 4,454 16,523 
NASTGlobal ForwardingAll Other and CorporateConsolidatedNASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2022
Six Months Ended June 30, 2022Six Months Ended June 30, 2022
Total revenuesTotal revenues$4,114,889 $2,194,397 $506,667 $6,815,953 Total revenues$8,261,935 $4,287,587 $1,064,906 $13,614,428 
Income (loss) from operations182,354 167,638 (4,518)345,474 
Income from operationsIncome from operations458,853 335,195 21,091 815,139 
Depreciation and amortizationDepreciation and amortization6,239 5,555 10,692 22,486 Depreciation and amortization12,362 11,026 22,360 45,748 
Total assets(1)
Total assets(1)
3,701,164 2,940,486 879,688 7,521,338 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcountAverage employee headcount7,348 5,610 4,300 17,258 Average employee headcount7,442 5,690 4,422 17,554 

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

14

Table of Contents
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, 2023Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotalNASTGlobal ForwardingAll Other and CorporateTotal
Major Service LinesMajor Service LinesMajor Service Lines
Transportation and logistics services(1)
Transportation and logistics services(1)
$3,304,187 $789,978 $233,800 $4,327,965 
Transportation and logistics services(1)
$3,079,268 $779,867 $225,692 $4,084,827 
Sourcing(2)
Sourcing(2)
— — 283,705 283,705 
Sourcing(2)
— — 337,029 337,029 
TotalTotal$3,304,187 $789,978 $517,505 $4,611,670 Total$3,079,268 $779,867 $562,721 $4,421,856 
Three Months Ended March 31, 2022Three Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotalNASTGlobal ForwardingAll Other and CorporateTotal
Major Service LinesMajor Service LinesMajor Service Lines
Transportation and logistics services(1)
Transportation and logistics services(1)
$4,114,889 $2,194,397 $219,065 $6,528,351 
Transportation and logistics services(1)
$4,147,046 $2,093,190 $225,406 $6,465,642 
Sourcing(2)
Sourcing(2)
— — 287,602 287,602 
Sourcing(2)
— — 332,833 332,833 
TotalTotal$4,114,889 $2,194,397 $506,667 $6,815,953 Total$4,147,046 $2,093,190 $558,239 $6,798,475 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$6,383,455 $1,569,845 $459,492 $8,412,792 
Sourcing(2)
— — 620,734 620,734 
Total$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Six Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$8,261,935 $4,287,587 $444,471 $12,993,993 
Sourcing(2)
— — 620,435 620,435 
Total$8,261,935 $4,287,587 $1,064,906 $13,614,428 

(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,June 30, 2023, and revenue recognized in the three and six months ended March 31,June 30, 2023 and 2022 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 and the timing of customer invoicing.
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, trailers, and a small number of intermodal containers. 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 12 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.
15

Table of Contents
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 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 the 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 that 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,June 30, 2023.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information isare presented below as of March 31, 2023 and December 31, 2022, and for the three months ended March 31, 2023 and 2022, is as follows (dollars in thousands):
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
Lease CostsLease Costs20232022Lease Costs2023202220232022
Operating lease expenseOperating lease expense$24,653 $21,645 Operating lease expense$24,773 $23,082 $49,426 $44,727 
Short-term lease expenseShort-term lease expense1,414 2,460 Short-term lease expense1,486 1,137 2,900 3,597 
Total lease expenseTotal lease expense$26,067 $24,105 Total lease expense$26,259 $24,219 $52,326 $48,324 
Three Months Ended March 31,Six Months Ended June 30,
Other Lease InformationOther Lease Information20232022Other Lease Information20232022
Operating cash flows from operating leasesOperating cash flows from operating leases$24,815 $21,381 Operating cash flows from operating leases$47,360 $43,937 
Right-of-use lease assets obtained in exchange for new lease liabilitiesRight-of-use lease assets obtained in exchange for new lease liabilities6,739 23,646 Right-of-use lease assets obtained in exchange for new lease liabilities14,204 87,554 
Lease Term and Discount RateAs of March 31, 2023As of December 31, 2022
Weighted average remaining lease term (in years)6.36.4
Weighted average discount rate3.5 %3.5 %
15

Table of Contents
Lease Term and Discount RateAs of June 30, 2023As of December 31, 2022
Weighted average remaining lease term (in years)6.26.4
Weighted average discount rate3.6 %3.5 %

The maturities of lease liabilities as of March 31,June 30, 2023, were as follows (in thousands):
Maturity of Lease LiabilitiesMaturity of Lease LiabilitiesOperating LeasesMaturity of Lease LiabilitiesOperating Leases
Remaining 2023Remaining 2023$63,212 Remaining 2023$39,817 
2024202480,204 202482,873 
2025202565,986 202567,812 
2026202654,217 202655,842 
2027202743,301 202744,317 
ThereafterThereafter115,175 Thereafter116,071 
Total lease paymentsTotal lease payments422,095 Total lease payments406,732 
Less: InterestLess: Interest(47,969)Less: Interest(45,549)
Present value of lease liabilitiesPresent value of lease liabilities$374,126 Present value of lease liabilities$361,183 
16

Table of Contents
NOTE 11. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience the aging of amounts due from our customers, 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,June 30, 2023.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2022$28,749 
Provision(6,400)(8,124)
Write-offs(3,782)(6,164)
Balance, March 31,June 30, 2023$18,56714,461 
Recoveries of amounts previously written off were not significant for the three and six months ended March 31,June 30, 2023.
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,June 30, 2023 and December 31, 2022, was $86.4$92.9 million and $88.9 million, respectively. The recorded balance on March 31,June 30, 2023 and December 31, 2022, is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive incomeloss was $2.5$6.5 million for the three months ended March 31,June 30, 2023, primarily driven by fluctuations in the Euro.Yuan and Singapore Dollar. Other comprehensive incomeloss was $6.9$33.6 million for the three months ended March 31,June 30, 2022, primarily driven by fluctuations in the Singapore Dollar, Australian Dollar and the Yuan.
Other comprehensive loss was $4.1 million for the six months ended June 30, 2023, primarily driven by fluctuations in the Singapore Dollar, Yuan, and Australian Dollar partially offset by the Euro. Other comprehensive loss was $26.7 million for the six months ended June 30, 2022, primarily driven by fluctuations in the Singapore Dollar, Yuan, and Australian Dollar.
NOTE 13: RESTRUCTURING
In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. We continued to execute upon these digital transformation and productivity initiatives in 2023, which resulted in further restructuring charges to better align our workforce as a result of these initiatives and in consideration of the changing freight transportation market. We recognized additional restructuring charges of $3.7$14.1 million in the firstsecond quarter of 2023 primarily related to workforce reductions. We expect to complete our restructuring actions by the end of 2023.
For severance and other operating expenses related to restructuring activities, we paid $15.2$12.0 million in cash in the firstsecond quarter of 2023 with the majority of the remaining $7.5$8.7 million accrued as of March 31,June 30, 2023 expected to be paid by the end of 2023.
16

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 
Three Months Ended June 30,Six Months Ended June 30,
20232023
Severance(1)
$11,681 $14,819 
Other personnel expenses(1)
1,446 1,906 
Other selling, general, and administrative expenses(2)
1,005 1,129 
Total$14,132 $17,854 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations.operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations.operations and comprehensive income.
17

Table of Contents
The following table summarizes restructuring charges by reportable segment for the three months ended March 31, 2023 (dollars in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidatedNASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expensesPersonnel expenses$829 $1,538 $1,231 $3,598 Personnel expenses$327 $691 $12,109 $13,127 
Other selling, general, and administrative expensesOther selling, general, and administrative expenses— 124 — 124 Other selling, general, and administrative expenses39 962 1,005 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,156 $2,229 $13,340 $16,725 
Other selling, general, and administrative expenses163 962 1,129 
The following table summarizes activity related to our restructuring initiatives and reserves included in our consolidated balance sheets as of December 31, 2022 and March 31,June 30, 2023:
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotalAccrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2022Balance, December 31, 2022$18,976 $— $18,976 Balance, December 31, 2022$18,976 $— $18,976 
Restructuring charges Restructuring charges3,598 124 3,722  Restructuring charges16,725 1,129 17,854 
Cash payments Cash payments(15,178)— (15,178) Cash payments(26,906)(310)(27,216)
Settled non-cash Settled non-cash— (819)(819)
Accrual adjustments(1)
Accrual adjustments(1)
— 
Accrual adjustments(1)
(122)— (122)
Balance, March 31, 2023$7,401 $124 $7,525 
Balance, June 30, 2023Balance, June 30, 2023$8,673 $— $8,673 
________________________________ 
(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.
1718

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 include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions or dispositions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include, but are not limited to, changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to identify or complete suitable acquisitions; our ability to successfully integrate the operations of acquired companies with our historic operations; risks related to our search for a permanent CEO and retention of key management personnel; climate change related risks; risks associated with our indebtedness; interest rate related risks; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19; risks associated with the use of machine learning and artificial intelligence; 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, 2022, filed with the Securities and Exchange Commission on February 17, 2023, 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.
1819

Table of Contents
Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profits is 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. 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,Three Months Ended June 30,Six Months Ended June 30,
202320222023202220232022
Revenues:Revenues:Revenues:
TransportationTransportation$4,327,965 $6,528,351 Transportation$4,084,827 $6,465,642 $8,412,792 $12,993,993 
SourcingSourcing283,705 287,602 Sourcing337,029 332,833 620,734 620,435 
Total revenuesTotal revenues4,611,670 6,815,953 Total revenues4,421,856 6,798,475 9,033,526 13,614,428 
Costs and expenses:Costs and expenses:Costs and expenses:
Purchased transportation and related servicesPurchased transportation and related services3,671,031 5,650,224 Purchased transportation and related services3,453,560 5,466,874 7,124,591 11,117,098 
Purchased products sourced for resalePurchased products sourced for resale254,999 259,533 Purchased products sourced for resale302,800 299,988 557,799 559,521 
Direct internally developed software amortizationDirect internally developed software amortization7,317 5,734 Direct internally developed software amortization8,749 6,640 16,066 12,374 
Total direct costsTotal direct costs3,933,347 5,915,491 Total direct costs3,765,109 5,773,502 7,698,456 11,688,993 
Gross profits / Gross profit marginGross profits / Gross profit margin678,323 14.7%900,462 13.2%Gross profits / Gross profit margin656,747 14.9%1,024,973 15.1%1,335,070 14.8%1,925,435 14.1%
Plus: Direct internally developed software amortizationPlus: Direct internally developed software amortization7,317 5,734 Plus: Direct internally developed software amortization8,749 6,640 16,066 12,374 
Adjusted gross profits / Adjusted gross profit marginAdjusted gross profits / Adjusted gross profit margin$685,640 14.9%$906,196 13.3%Adjusted gross profits / Adjusted gross profit margin$665,496 15.1%$1,031,613 15.2%$1,351,136 15.0%$1,937,809 14.2%
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,
20232022
Total revenues$4,611,670 $6,815,953 
Income from operations161,033 345,474 
Operating margin3.5%5.1%
Adjusted gross profits$685,640 $906,196 
Income from operations161,033 345,474 
Adjusted operating margin23.5%38.1%
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Total revenues$4,421,856 $6,798,475 $9,033,526 $13,614,428 
Income from operations132,623 469,665 293,656 815,139 
Operating margin3.0%6.9%3.3%6.0%
Adjusted gross profits$665,496 $1,031,613 $1,351,136 $1,937,809 
Income from operations132,623 469,665 293,656 815,139 
Adjusted operating margin19.9%45.5%21.7%42.1%
1920

Table of Contents
MARKET TRENDS
The balance of supply and demandCarrier capacity in the North AmericanAmerica surface transportation market continuedhas remained plentiful relative to shift towards a market with excess carrier capacitydemand which has resulted in suppressed transportation rates for much of the firstsecond quarter of 2023. As shippers continue to manage through elevated inventories amidst slowing economic growth, surface transportation rates have continued to decline. As surface transportation spot rates approachcontinued to approximate the breakeven cost per mile to operate a truck, it is likely that the market is likely at, or nearing,near, the bottom of the industry cycle which typically results in capacity exiting the market. Conversely, the firstsecond quarter of 2022 exhibited tight carrierelevated transportation rates, moderating consumer demand, and capacity for much ofentering the period until the signs of market softening began to appear which have continued into 2023.market. Industry freight volumes as measured by the Cass Freight Index, were approximately flatdecreased in the firstsecond quarter of 2023 compared to the firstsecond quarter of 2022. 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 firstsecond quarter of 2023 declined to 1.2,1.1, which is the lowest level we have seen since the pandemic impacted the second quarter of 2020, compared to 1.7a 1.4 average routing guide depth in the firstsecond quarter of 2022. The average routing guide depth in the firstsecond quarter of 2023 represents that on average, the first carrier in a shipper's routing guide was executingis accepting the shipment most of the time.
Ocean vessel and air freight capacity continues to trend higher than demand in most cases.
Thethe global forwarding market, continues to be negatively impacted by elevated inventory levelswhich has kept ocean and the weak consumer demand experiencedair freight rates low during this period of significant decline that started in the second half of 2022. This has resulted in ocean freight rates2022 and volumes declining even further following the period of significant declines experienced in the second half of 2022.into 2023. Several consecutive quarters of weak consumer demand hashave nearly eliminated the challenges from port congestion and transportation equipment shortages that were impacting the global forwarding market in recent years. In an effortDespite the weak demand, new vessel deliveries continue to adaptadd capacity to weak consumer demand,the market, which suggests excess capacity may persist for several periods despite steamship lines continue rationalizingcontinuing to rationalize services by reducing capacity where possible with blank sailings and slow steaming. The slowdown of global demand also continues to significantly impact the air freight market. Air freight pricing and volumes have declined significantly driven by shippers maintaining higher inventory levels, decliningmarket has also seen an increase of capacity resulting from increased commercial flight activity to support elevated consumer travel. Although consumer demand andshowed a modest sign of improvement sequentially, the declininglow price of ocean freight resultingcontinues to result in less ocean freight converting intoto air freight. There continues to befreight and more than sufficient air freight capacity to support the weak demand which continues to drivehas kept air freight rates lower in many trade lanes.suppressed.
BUSINESS TRENDS
Our firstsecond quarter of 2023 surface transportation results were largely consistent with the trends discussed in the market trends section. The excess carrier capacity in the market led to significant declines in transportation rates.rates versus the elevated levels experienced in the prior year. This resulted in declines in both our total revenues and adjusted gross profits in the firstsecond quarter of 2023 compared to the strong results achieved in the firstsecond quarter of 2022. The weak consumer demand combined with excess carrier capacitysoftening market conditions in the firstsecond quarter of 2022 resulted in an elevated adjusted gross profit per shipment as the cost of transportation decreased relative to our contractual rates. Conversely, the suppressed transportation rates in the second quarter of 2023 have resulted in lowera decline in adjusted gross profitsprofit per transaction, most significantlyshipment and a higher percentage of contractual shipments as efficient routing guide performance has resulted in ourfewer loads moving on the transactional or spot market opportunities.market. Industry freight volumes as measured by the Cass Freight Index were approximately flatdecreased in the firstsecond quarter of 2023 compared to the firstsecond quarter of 2022. Our combined NAST truckload and less than truckload (“LTL”) volume decreased 4.52.5 percent during the firstsecond quarter of 2023. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 28.519.0 percent during the firstsecond quarter of 2023. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 27.523.0 percent during the firstsecond quarter of 2023.
Our firstsecond quarter of 2023 global forwarding results were largely consistent with the trends discussed in the market trends section. We experienced a significant decline in both total revenues and adjusted gross profits in our ocean and air freight businesses compared to the levelsstrong results achieved in the firstsecond quarter of 2022. These declines were driven by the elevated inventory levels and weak consumer demand that have resulted in significant declines in both ocean and air freight rates and volumes. Our ocean volumes decreased 14.57.0 percent while our air freight tonnage decreased 18.52.0 percent.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select firstsecond quarter 2023 year-over-year operating comparisons to the firstsecond quarter 2022:
Total revenues decreased 32.335.0 percent to $4.6$4.4 billion, driven primarily by lower ocean and truckload pricing.
Gross profits decreased 24.735.9 percent to $678.3$656.7 million. Adjusted gross profits decreased 24.335.5 percent to $685.6$665.5 million, primarily driven by lower adjusted gross profitsprofit per transaction in oceantruckload and truckload.ocean.
Personnel expenses decreased 7.315.2 percent to $383.1$377.3 million, primarily due to cost optimization efforts and lower variable compensation, including lower average employee headcount, which decreased 2.1 percent, and lower variable compensation.10.1 percent.
Other selling, general, and administrative (“SG&A”) expenses decreased 4.0increased 32.8 percent to $141.5$155.6 million, primarily driven by decreased credit losses.due to the $23.5 million gain on the sale-leaseback of our Kansas City regional center recorded in the prior year and increased claims and higher warehouse expenses in the current year.
2021

Table of Contents
Income from operations decreased 53.471.8 percent to $161.0$132.6 million, driven by decreased adjusted gross profits, partially offset by the decline in operating expenses.
Adjusted operating margin of 23.519.9 percent declined 1,4602,560 basis points.
Interest and other income/expenses, net totaled $28.3$18.3 million, consisting primarily of $23.5$23.2 million of interest expense, which increased $9.0$6.3 million versus last year due primarily to higher variable interest rates, andrates. This was partially offset by a $9.6$3.5 million unfavorable impact fromgain of foreign currency revaluation and realized foreign currency gains and losses, primarily relatedcompared to a $10.3 million loss last year, both driven by foreign currency impacts on intercompany assets and liabilities.
The effective tax rate in the quarter was 13.514.9 percent compared to 18.421.3 percent in the firstsecond quarter last year.
Net income totaled $114.9$97.3 million, down 57.572.1 percent from a year ago.
Diluted earnings per share (EPS) decreased 53.269.7 percent to $0.96.$0.81.
Cash flow from operations improved $268.5$228.0 million in the threesix months ended March 31,June 30, 2023, driven by changes in net operating working capital.capital, offset in part by a decrease in net income.
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
20232022% change20232022% change20232022% change
Revenues:Revenues:Revenues:
TransportationTransportation$4,327,965$6,528,351(33.7)%Transportation$4,084,827$6,465,642(36.8)%$8,412,792$12,993,993(35.3)%
SourcingSourcing283,705287,602(1.4)%Sourcing337,029332,8331.3 %620,734620,435— %
Total revenuesTotal revenues4,611,6706,815,953(32.3)%Total revenues4,421,8566,798,475(35.0)%9,033,52613,614,428(33.6)%
Costs and expenses:Costs and expenses:Costs and expenses:
Purchased transportation and related servicesPurchased transportation and related services3,671,0315,650,224(35.0)%Purchased transportation and related services3,453,5605,466,874(36.8)%7,124,59111,117,098(35.9)%
Purchased products sourced for resalePurchased products sourced for resale254,999259,533(1.7)%Purchased products sourced for resale302,800299,9880.9 %557,799559,521(0.3)%
Personnel expensesPersonnel expenses383,106413,361(7.3)%Personnel expenses377,277444,764(15.2)%760,383858,125(11.4)%
Other selling, general, and administrative expensesOther selling, general, and administrative expenses141,501147,361(4.0)%Other selling, general, and administrative expenses155,596117,18432.8 %297,097264,54512.3 %
Total costs and expensesTotal costs and expenses4,450,6376,470,479(31.2)%Total costs and expenses4,289,2336,328,810(32.2)%8,739,87012,799,289(31.7)%
Income from operationsIncome from operations161,033345,474(53.4)%Income from operations132,623469,665(71.8)%293,656815,139(64.0)%
Interest and other income/expense, netInterest and other income/expense, net(28,265)(14,174)99.4 %Interest and other income/expense, net(18,259)(27,395)(33.3)%(46,524)(41,569)11.9 %
Income before provision for income taxesIncome before provision for income taxes132,768331,300(59.9)%Income before provision for income taxes114,364442,270(74.1)%247,132773,570(68.1)%
Provision for income taxesProvision for income taxes17,87760,952(70.7)%Provision for income taxes17,04894,085(81.9)%34,925155,037(77.5)%
Net incomeNet income$114,891$270,348(57.5)%Net income$97,316$348,185(72.1)%$212,207$618,533(65.7)%
Diluted net income per shareDiluted net income per share$0.96$2.05(53.2)%Diluted net income per share$0.81 $2.67 (69.7)%$1.77$4.71(62.4)%
Average employee headcountAverage employee headcount16,90217,258(2.1)%Average employee headcount16,085 17,893 (10.1)%16,52317,554(5.9)%
Adjusted gross profit margin percentage(1)
Adjusted gross profit margin percentage(1)
Adjusted gross profit margin percentage(1)
TransportationTransportation15.2 %13.5 %170 bpsTransportation15.5 %15.4 %10 bps15.3 %14.4 %90 bps
SourcingSourcing10.1 %9.8 %30 bpsSourcing10.2 %9.9 %30 bps10.1 %9.8 %30 bps
Total adjusted gross profit marginTotal adjusted gross profit margin14.9 %13.3 %160 bpsTotal adjusted gross profit margin15.1 %15.2 %(10 bps)15.0 %14.2 %80 bps
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

2122

Table of Contents
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,June 30, 2023 Compared to the Three Months Ended March 31,June 30, 2022
Total revenues and direct costs. Total transportation revenues and direct costs decreased significantly primarily due to lower pricing and purchased transportation costs in ocean and truckload services, in addition to volume declines in nearly all service lines compared to the strong results in the prior year. The declines in pricing and purchased transportation costs were driven by the slowing global demand and excess carrier capacity and continued weak consumer demand discussed in the market trends and business trends sections above. This compared to the historically elevated pricing and volumestight carrier capacity caused by driver availability challenges and the supply chain disruptions, including port congestion and equipment shortages, facing the industry in the prior year driven by the continued supply chain disruptions that impacted the global forwarding and surface transportation markets in the first quarter of 2022.year. Our sourcing total revenue and direct costs decreasedincreased driven by declining pricing and cost per case with retail customers, partially offset by increased case volume with foodservice customers, partially offset by lower average pricing per case with retail customers.
Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased driven by lower oceantruckload and air freightocean adjusted gross profits per transaction in our global forwarding businessaddition to volume declines in nearly all transportation service lines. The lower adjusted gross profit per transaction was driven by the slowingexcess capacity and weak demand in the surface transportation and global demandforwarding markets discussed in the market trends and business trends sections above. Lowerabove, which have suppressed freight rates in the second quarter of 2023. The prior year period benefited from softening market conditions as the cost of purchased transportation decreased relative to our contractual rates resulting in elevated adjusted gross profits per transaction in truckload and LTL services from decreased pricing and lower volume in nearly all service lines also contributed to the decline in adjusted gross profits.second quarter of 2022. Sourcing adjusted gross profits increased driven by integrated supply chain solutions within thefor foodservice and retail verticals.wholesale customers.
Operating expenses. Personnel expenses decreased primarily due to lower variable compensation reflecting the decline in results relative to the prior year and lower average employee headcount. Other SG&A expenses decreasedincreased due to a $23.5 million gain on the sale-leaseback of our Kansas City regional center recorded in the prior year and increased claims, higher warehouse expenses, and higher depreciation and amortization in the current year, which was partially offset by lower credit losses and lower expenditures for purchasedcontracted services, including temporary labor.
Interest and other income/expense, net. Interest and other income/expense, net primarily consisted of interest expense of $23.5$23.2 million and a $9.6$3.5 million unfavorablefavorable impact of foreign currency revaluation and realized foreign currency gains and losses primarily related to foreign currency impacts on intercompany assets and liabilities. Interest expense increased $9.0$6.3 million during the firstsecond quarter of 2023, driven by higher variable interest rates. The firstsecond quarter of 2022 included a $1.5$10.3 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes. Our effective income tax rate was 13.514.9 percent for the firstsecond quarter of 2023 compared to 18.421.3 percent for the firstsecond quarter of 2022. The effective income tax rate for the firstsecond quarter of 2023 was lower than the statutory federal income tax rate primarily due to the tax benefitsimpact of share-based payment awards,foreign tax credits and U.S. tax credits and incentives, which reduced the effective tax rate by 5.06.2 percentage points and U.S. tax credits and incentives, which decreased the effective income tax rate by 3.83.9 percentage points.points, respectively. 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 2.32.4 percentage points during the firstsecond quarter of 2023. The effective income tax rate for the firstsecond quarter of 2022 was lowerslightly higher 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 1.9 percentage points, and the tax benefits of share-based payment awards, which reduced the effective tax rate by 1.3 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 1.22.0 percentage points. This impact was partially offset by the tax impact of foreign tax credits, which reduced the effective tax rate by 1.4 percentage points.
Consolidated Results of Operations—Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Total revenues and direct costs. Total transportation revenues and direct costs decreased driven by lower pricing and purchased transportation costs in nearly all of our service lines, most notably in ocean and truckload services. In addition, volumes declined in nearly all transportation services compared to the strong results in the prior year. Our sourcing total revenue and direct costs increased driven by increased case volume with foodservice customers partially offset by lower average pricing per case with retail customers.
23

Table of Contents
Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased due to lower adjusted gross profit per transaction in truckload and ocean services, and to a lesser extent air and LTL services, in addition to decreased volumes in nearly all service lines. The lower adjusted gross profit per transaction was driven by the excess capacity and weak demand in the surface transportation and global forwarding markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the six months ended June 30, 2023. The prior year period benefited from the softening market conditions as the cost of purchased transportation decreased relative to our contractual rates resulting in elevated adjusted gross profits per transaction in the six months ended June 30, 2022. Sourcing adjusted gross profits increased driven by integrated supply chain solutions for foodservice and wholesale customers.
Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts including lower average employee headcount in addition to lower variable compensation reflecting the decline in results relative to the prior year. Other SG&A expenses increased due to a $23.5 million gain from a sale-leaseback of a facility in Kansas City in the prior year and increased depreciation and amortization, travel and warehouse expenses in the current year, which was partially offset by decreased contracted services, including temporary labor.
Interest and other income/expense, net. Interest and other income/expense, net primarily consisted of interest expense of $46.8 million and a $6.0 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses in the six months ended June 30, 2023, primarily due to foreign currency impacts on intercompany assets and liabilities. Interest expense increased $15.3 million driven by a higher variable interest rates compared to the prior year. The prior year included an $11.8 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses due to the strengthening of the U.S. Dollar versus the Euro and Yuan.
Provision for income taxes. Our effective income tax rate was 14.1 percent for the six months ended June 30, 2023 and 20.0 percent for the six months ended June 30, 2022. 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, foreign tax credits, and the tax impact of share-based payment awards, which reduced the effective tax rate by 3.9 percentage points, in3.3 percentage points, and 3.1 percentage points, respectively. These impacts were partially offset by state income tax expense, net of federal benefit, which increased the first quartereffective income tax rate by 2.3 percentage points. The effective income tax rate for the six months ended June 30, 2022 was lower than the statutory federal income tax rate primarily due to foreign tax credits, U.S. tax credits and incentives and the tax impact of 2022.share-based payment awards, which reduced the effective tax rate by 1.1 percentage points, 1.0 percentage points, and 0.9 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 1.7 percentage points.
2224

Table of Contents
NAST Segment Results of Operations
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)(dollars in thousands)20232022% change(dollars in thousands)20232022% change20232022% change
Total revenuesTotal revenues$3,304,187 $4,114,889 (19.7)%Total revenues$3,079,268 $4,147,046 (25.7)%$6,383,455 $8,261,935 (22.7)%
Costs and expenses:Costs and expenses:Costs and expenses:
Purchased transportation and related servicesPurchased transportation and related services2,877,532 3,608,789 (20.3)%Purchased transportation and related services2,678,736 3,522,495 (24.0)%5,556,268 7,131,284 (22.1)%
Personnel expensesPersonnel expenses176,012 200,802 (12.3)%Personnel expenses163,289 225,210 (27.5)%339,301 426,012 (20.4)%
Other selling, general, and administrative expensesOther selling, general, and administrative expenses116,621 122,944 (5.1)%Other selling, general, and administrative expenses119,384 122,842 (2.8)%236,005 245,786 (4.0)%
Total costs and expensesTotal costs and expenses3,170,165 3,932,535 (19.4)%Total costs and expenses2,961,409 3,870,547 (23.5)%6,131,574 7,803,082 (21.4)%
Income from operationsIncome from operations$134,022 $182,354 (26.5)%Income from operations$117,859 $276,499 (57.4)%$251,881 $458,853 (45.1)%
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
20232022% change20232022% change20232022% change
Average employee headcountAverage employee headcount6,870 7,348 (6.5)%Average employee headcount6,497 7,552 (14.0)%6,713 7,442 (9.8)%
Service line volume statisticsService line volume statisticsService line volume statistics
TruckloadTruckload(3.5)%Truckload(6.5)%(5.0)%
LTLLTL(5.0)%LTL— %(2.5)%
Adjusted gross profits(1)
Adjusted gross profits(1)
Adjusted gross profits(1)
TruckloadTruckload$261,519 $334,910 (21.9)%Truckload$236,094 $432,048 (45.4)%$497,613 $766,958 (35.1)%
LTLLTL137,078 150,742 (9.1)%LTL135,427 166,868 (18.8)%272,505 317,610 (14.2)%
OtherOther28,058 20,448 37.2 %Other29,011 25,635 13.2 %57,069 46,083 23.8 %
Total adjusted gross profitsTotal adjusted gross profits$426,655 $506,100 (15.7)%Total adjusted gross profits$400,532 $624,551 (35.9)%$827,187 $1,130,651 (26.8)%
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31,June 30, 2023 Compared to the Three Months Ended March 31,June 30, 2022
Total revenues and direct costs. NAST total revenues and direct costs decreased primarily due to significantly lower pricing and purchased transportation costs in truckload services, reflecting the excess carrier capacity and slowing economic growth discussed above in the market trends section. Our combined NAST truckload and LTL volume decreased 2.5 percent. These conditions resulted in continued significant declines in surface transportation rates in the current quarter versus the historically elevated levels of truckload pricing in the firstsecond quarter of 2022. The elevated pricing and purchased transportation cost environment in the prior year was due to the tight carrier capacity caused by driver availability challenges and the supply chain disruptions, including port congestion and equipment shortages, facing the industry in the firstsecond quarter of 2022.
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 shipment most notably on transactional volume. Avolume, in addition to a decline in truckload volumes also contributed to the decline in NASTvolumes. The lower adjusted gross profits.profit per transaction was driven by the excess capacity and weak demand in the surface transportation market discussed in the market and business trends sections above which has suppressed freight rates in the second quarter of 2023. The prior year period benefited from softening market conditions as the cost of purchased transportation decreased relative to our contractual rates resulting in elevated adjusted gross profits per transaction in the second quarter of 2022. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 27.523.0 percent in the firstsecond quarter of 2023 compared to the firstsecond quarter of 2022. Our truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 28.519.0 percent. NAST LTL adjusted gross profits decreased due to lower adjusted gross profits per transaction and a declinetransaction. NAST LTL volumes were flat in LTL volumes.the second quarter of 2023 compared to the second quarter of 2022. NAST other adjusted gross profits increased primarily driven by increased warehousing services.
25

Table of Contents
Operating expenses. NAST personnel expenses decreased primarily due to lower variable compensation and lower average employee headcount. NAST other SG&A expenses decreased primarily due to a decrease in credit losses and lower expenditures for purchased services including temporary labor.allocated corporate expenses, partially offset by higher claims expense. 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, 2023 Compared to the Six Months Ended June 30, 2022
Total revenues and direct costs. NAST total revenues and direct costs decreased due to lower pricing and purchased transportation costs in truckload and LTL services compared to the prior year. Truckload pricing reached historic levels in the first half of 2022 due to tight carrier capacity caused by driver availability challenges and the supply chain disruptions that were facing the industry. In addition, truckload volume decreased during the six months ended June 30, 2023, compared to the six months ended June 30, 2022.
Gross profits and adjusted gross profits. NAST adjusted gross profits decreased primarily due to lower adjusted gross profit per transaction in both truckload and LTL services in addition to a decrease in volume for both. The lower adjusted gross profit per transaction was driven by the excess capacity and weak demand in the surface transportation market discussed in the market trends and business trends sections above which has suppressed freight rates in the six months ended June 30, 2023. The prior year period benefited from the softening market conditions as the cost of purchased transportation decreased relative to our contractual rates resulting in elevated adjusted gross profits per transaction in the six months ended June 30, 2022. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 25.5 percent. Our truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 23.5 percent. NAST other adjusted gross profits increased driven by an increase in warehousing services and an increase in intermodal adjusted gross profits.
Operating expenses. NAST personnel expense decreased primarily due to decreased variable compensation and a decrease in average employee headcount. NAST other SG&A expenses decreased primarily due to lower allocated corporate expenses and a decrease in credit losses and lower contracted services, including temporary labor.
23
26

Table of Contents
Global Forwarding Segment Results of Operations
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)(dollars in thousands)20232022% change(dollars in thousands)20232022% change20232022% change
Total revenuesTotal revenues$789,978 $2,194,397 (64.0)%Total revenues$779,867 $2,093,190 (62.7)%$1,569,845 $4,287,587 (63.4)%
Costs and expenses:Costs and expenses:Costs and expenses:
Purchased transportation and related servicesPurchased transportation and related services612,059 1,872,549 (67.3)%Purchased transportation and related services600,636 1,768,747 (66.0)%1,212,695 3,641,296 (66.7)%
Personnel expensesPersonnel expenses92,263 101,276 (8.9)%Personnel expenses92,937 106,096 (12.4)%185,200 207,372 (10.7)%
Other selling, general, and administrative expensesOther selling, general, and administrative expenses55,540 52,934 4.9 %Other selling, general, and administrative expenses56,647 50,790 11.5 %112,187 103,724 8.2 %
Total costs and expensesTotal costs and expenses759,862 2,026,759 (62.5)%Total costs and expenses750,220 1,925,633 (61.0)%1,510,082 3,952,392 (61.8)%
Income from operationsIncome from operations$30,116 $167,638 (82.0)%Income from operations$29,647 $167,557 (82.3)%$59,763 $335,195 (82.2)%
Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
20232022% change20232022% change20232022% change
Average employee headcountAverage employee headcount5,4715,610(2.5)%Average employee headcount5,2255,759(9.3)%5,3565,690(5.9)%
Service line volume statisticsService line volume statisticsService line volume statistics
OceanOcean(14.5)%Ocean(7.0)%(11.0)%
AirAir(18.5)%Air(2.0)%(10.0)%
CustomsCustoms(14.0)%Customs(14.5)%(14.5)%
Adjusted gross profits(1)
Adjusted gross profits(1)
Adjusted gross profits(1)
OceanOcean$110,121 $221,401 (50.3)%Ocean$107,423 $228,093 (52.9)%$217,544 $449,494 (51.6)%
AirAir30,902 60,567 (49.0)%Air33,479 56,112 (40.3)%64,381 116,679 (44.8)%
CustomsCustoms23,334 27,495 (15.1)%Customs25,128 27,820 (9.7)%48,462 55,315 (12.4)%
OtherOther13,562 12,385 9.5 %Other13,201 12,418 6.3 %26,763 24,803 7.9 %
Total adjusted gross profitsTotal adjusted gross profits$177,919 $321,848 (44.7)%Total adjusted gross profits$179,231 $324,443 (44.8)%$357,150 $646,291 (44.7)%
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31,June 30, 2023 Compared to the Three Months Ended March 31,June 30, 2022
Total revenues and direct costs. Global Forwarding total revenues and direct costs decreased driven by weak consumer demand resultinglower pricing and purchased transportation costs in significant declines in both ocean and air freight ratesservices, in addition to volume declines in both service lines compared to the strong results in the prior year. The declines in pricing and volumespurchased transportation costs were driven by the excess carrier capacity and continued weak consumer demand discussed in the market trends and business trends sections above. The prior year included strong ocean freight volumeswas impacted by elevated pricing and air freight tonnage and was significantly impactedcost of purchased transportation driven by the supply chain disruptions caused by port congestion and transportation equipment shortages that resultedimpacted the global forwarding market in elevated pricing and direct costs.the second quarter of 2022.
Gross profits and adjusted gross profits. Ocean and air freight transportationGlobal Forwarding adjusted gross profits decreased due to lower ocean and air freight adjusted gross profits per transaction, in addition to a decreasevolume decline in volume for both services.service lines compared to the strong results in the prior year. The lower adjusted gross profit per transaction was driven by the excess capacity and weak demand in the global forwarding markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the second quarter of 2023. Customs adjusted gross profits decreased driven by a decrease in transaction volume.
Operating expenses. Personnel expenses decreased primarily due to lower variable compensation and a decrease in average employee headcount. Other SG&A expenses increased due to increased investments in technology, partially offsetdriven by lowerhigher credit losses.
2427

Table of Contents
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Total revenues and direct costs. Global Forwarding total revenues and direct costs decreased driven by lower pricing and purchased transportation costs in both ocean and air freight and, to a lesser extent, decreased volumes in both service lines. The cost of purchased transportation and pricing began to moderate within the second quarter of 2022 and continued to decline into 2023 driven by the excess carrier capacity and continued weak demand discussed in the market and business trends sections above. Purchased transportation costs and pricing have remained suppressed in 2023 due to the continued weak demand and excess carrier capacity in the market.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits decreased due to lower adjusted gross profits per transaction, and to a lesser extent, decreased volumes in ocean and air freight compared to the strong results in the prior year. The lower adjusted gross profit per transaction was driven by the excess capacity and weak demand in the global forwarding markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the six months ended June 30, 2023. Customs adjusted gross profits decreased driven by a decrease in transaction volume.
Operating expenses. Personnel expenses decreased primarily due to lower variable compensation and a decrease in average employee headcount. Other SG&A expenses increased due to increased investments in technology and other miscellaneous expenses. These increases were partially offset by a decrease in contracted services, including temporary labor and lower credit losses.
All Other and Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
Three Months Ended March 31,
(dollars in thousands)20232022% change
Total revenues$517,505 $506,667 2.1 %
Income (loss) from operations(3,105)(4,518)(31.3)%
Adjusted gross profits(1)
Robinson Fresh31,145 30,505 2.1 %
Managed Services28,970 28,082 3.2 %
Other Surface Transportation20,951 19,661 6.6 %
Total adjusted gross profits$81,066 $78,248 3.6 %
Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)20232022% change20232022% change
Total revenues$562,721 $558,239 0.8 %$1,080,226 $1,064,906 1.4 %
Income (loss) from operations(14,883)25,609 N/M(17,988)21,091 N/M
Adjusted gross profits(1)
Robinson Fresh37,895 34,981 8.3 %69,040 65,486 5.4 %
Managed Services28,953 27,618 4.8 %57,923 55,700 4.0 %
Other Surface Transportation18,885 20,020 (5.7)%39,836 39,681 0.4 %
Total adjusted gross profits$85,733 $82,619 3.8 %$166,799 $160,867 3.7 %
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31,June 30, 2023 Compared to the Three Months Ended March 31,June 30, 2022
Total revenues and direct costs. Total revenues and direct costs increased driven by increased case volume with foodservice customers, partially offset by lower pricing with retail customers in our Robinson Fresh business.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by an increase in case volume and integrated supply chain solutions for foodservice and wholesale customers. Managed Services adjusted gross profits increased due to growth with existing and new customers. Other Surface Transportation adjusted gross profits decreased driven by lower Europe truckload adjusted gross profits per transaction, partially offset by an increase in volumes.
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Total revenues and direct costs. Total revenues and direct costs increased driven by higher European truckload volume in Europe within our Other Surface Transportation business.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by integrated supply chain solutions for foodservice and retailwholesale customers. Managed Services adjusted gross profits increased due to growth with existing and new customers. Other Surface Transportation adjusted gross profits increased drivendue to an increase in European truckload volumes, partially offset by higher Europe truckloadlower adjusted gross profits.profits per transaction.
28

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, 2023Borrowing CapacityMaturity
Revolving credit facility$4,000 $1,000,000 November 2027
364-day revolving credit facility274,000 500,000 May 2023
Senior Notes, Series A175,000 175,000 August 2023
Senior Notes, Series B150,000 150,000 August 2028
Senior Notes, Series C175,000 175,000 August 2033
Receivables Securitization Facility (1)
499,759 500,000 November 2023
Senior Notes (1)
595,272 600,000 April 2028
Total debt$1,873,031 $3,100,000 
DescriptionCarrying Value as of June 30, 2023Borrowing CapacityMaturity
Revolving credit facility$141,000 $1,000,000 November 2027
Senior Notes, Series A175,000 175,000 August 2023
Senior Notes, Series B150,000 150,000 August 2028
Senior Notes, Series C175,000 175,000 August 2033
Receivables Securitization Facility (1)
499,863 500,000 November 2023
Senior Notes (1)
595,495 600,000 April 2028
Total debt$1,736,358 $2,600,000 

(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, and share repurchases.
Cash and cash equivalents totaled $239.2$210.2 million as of March 31,June 30, 2023 and $217.5 million as of December 31, 2022. Cash and cash equivalents held outside the United States totaled $223.2$203.3 million as of March 31,June 30, 2023 and $204.7 million as of December 31, 2022.
We prioritize our investments to grow the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
25

Table of Contents
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
Three Months Ended March 31,Six Months Ended June 30,
20232022% change20232022% change
Sources (uses) of cash:Sources (uses) of cash:Sources (uses) of cash:
Cash provided by (used for) operating activities$254,544 $(13,928)N/M
Cash provided by operating activitiesCash provided by operating activities$479,376 $251,329 90.7 %
Capital expendituresCapital expenditures(26,950)(26,229)Capital expenditures(51,301)(69,403)
Sale of property and equipmentSale of property and equipment— 2,250 Sale of property and equipment— 63,208 
Cash used for investing activitiesCash used for investing activities(26,950)(23,979)12.4 %Cash used for investing activities(51,301)(6,195)N/M
Repurchase of common stockRepurchase of common stock(31,182)(161,279)Repurchase of common stock(62,754)(490,699)
Cash dividendsCash dividends(73,435)(72,855)Cash dividends(146,195)(145,268)
Net (payments) borrowings on debtNet (payments) borrowings on debt(101,000)247,000 Net (payments) borrowings on debt(238,000)349,000 
Other financing activitiesOther financing activities(375)8,904 Other financing activities14,831 29,790 
Cash (used for) provided by financing activities(205,992)21,770 N/M
Cash used for financing activitiesCash used for financing activities(432,118)(257,177)68.0 %
Effect of exchange rates on cash and cash equivalentsEffect of exchange rates on cash and cash equivalents76 1,533 Effect of exchange rates on cash and cash equivalents(3,284)(6,445)
Net change in cash and cash equivalentsNet change in cash and cash equivalents$21,678 $(14,604)Net change in cash and cash equivalents$(7,327)$(18,488)
Cash flow from operating activities. Cash provided by (used for) operating activities improvedincreased in the first quarter ofsix months ended June 30, 2023 compared to the first quarter ofsix months ended June 30, 2022 due to a decrease in net operating working capital driven by declining freight rates, most notably in our ocean and truckload services in addition to lower volumes in nearly all service lines as discussed in the market and business trends sections. This impact was partially offset by a decline in net income in the first quarter ofsix months ended June 30, 2023. The prior year was impacted by increasing net operating working capital due to increasing pricing and volumes in nearly all services, most notably in global forwarding, which resulted in a net use of cash for operating activities in the first quarter of 2022. 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.
29

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 payments on debt in the first quarter ofsix months ended June 30, 2023 were to reduce the current portion of our debt outstanding. Net borrowings in the first quarter ofsix months ended June 30, 2022 were primarily to fund share repurchases and working capital needs. The decrease in cash used for share repurchases was primarily due to a decrease in the number of shares repurchased during the first quarter ofsix months ended June 30, 2023. 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. Our 364-day revolving credit facility, Senior Notes, Series A and Receivables Securitization Facility all have maturity dates remaining in 2023. To the extent we reduce our outstanding debt on these facilities or our other debt facilities, it may reduce the number of shares we repurchase in 2023. 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,June 30, 2023, 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 2022 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
26

Table of Contents
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to the company's 2022 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of March 31,June 30, 2023, 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 2022 Annual Report on Form 10-K for a discussion on the company’s market risk. As of March 31,June 30, 2023, there were no material changes in market risk from those disclosed in the company’s 2022 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 Interim 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,June 30, 2023. Based upon that evaluation, our Interim 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,June 30, 2023.
(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,June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
2730

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, 2022, which could materially affect our business, financial condition, or future results. Except for the updates to this risk factors set forth below, there have not been material changes in our risk factors set forth in the company’s 2022 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. As
We concluded our search for a new Chief Executive Officer with the appointment of March 31, 2023, there were no material changesDavid Bozeman as our President and Chief Executive Officer and a director, effective June 26, 2023.

We use, and may continue to expand our use of, machine learning and artificial intelligence (AI) technologies to deliver our services and operate our business. If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers, we may face a competitive disadvantage. At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, reputational harm and security risks. It is not possible to predict all of the risks related to the risk factors set forthuse of AI and changes in laws, rules, directives, and regulations governing the company’s 2022 Annual Report on Form 10-K.use of AI may adversely affect our ability to develop and use AI or subject us to legal liability. The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in efforts to further incorporate AI into our processes.

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,June 30, 2023:
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, 2023 - January 31, 2023119,613 $94.06 111,497 7,297,701 
February 1, 2023 - February 28, 2023261,636 104.01 89,750 7,207,951 
March 1, 2023 - March 31, 2023127,628 99.02 115,250 7,092,701 
First Quarter 2023508,877 $100.42 316,497 7,092,701 
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)
April 1, 2023 - April 30, 2023111,642 $96.12 100,000 6,992,701 
May 1, 2023 - May 31, 2023110,469 100.69 107,456 6,885,245 
June 1, 2023 - June 30, 2023125,663 92.92 121,800 6,763,445 
Second Quarter 2023347,774 $96.41 329,256 6,763,445 

(1) The total number of shares purchased based on trade date includes: (i) 316,497329,256 shares of common stock purchased under the authorization described below; and (ii) 192,38018,518 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,June 30, 2023, there were 7,092,7016,763,445 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.
31

Table of Contents
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable. 
ITEM 5. OTHER INFORMATION
None.
28
During the three months ended June 30, 2023, 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.

Table of Contents
ITEM 6. EXHIBITS    
Exhibits filed with, or incorporated by reference into, this Quarterly Report:
10.1
10.2
10.3+
10.4*+
10.5*
10.6*
31.1
31.2
32.1
32.2
101Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended March 31,June 30, 2023 formatted in Inline XBRL (embedded within the Inline XBRL document)
104The cover page from the Quarterly Report on Form 10-Q of the company for the period ended March 31,June 30, 2023 formatted in Inline XBRL (embedded within the Inline XBRL document)
*
Filed herewith
+Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company agrees to furnish supplementary a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.

2932

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 April 28,August 4, 2023.
 
C.H. ROBINSON WORLDWIDE, INC.
By: /s/ ScottDavid P. AndersonBozeman
 ScottDavid P. AndersonBozeman
Interim Chief Executive Officer
 
By: /s/ Michael P. Zechmeister
Michael P. Zechmeister
 Chief Financial Officer

3033