C. H. Robinson Worldwide, Inc 8-K/A, filed Jul 31, 2025
C. H. Robinson Worldwide, Inc. (CHRW)
8-K/A
2025-07-31
For: 2025-07-30
View Original
Added on
April 11, 2026
About this 8-K/A
C. H. Robinson Worldwide, Inc filed this 8-K/A on July 31, 2025, reporting on events of July 30, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 30, 2025
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952 -937-8500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K/A amends and restates the Form 8-K filed by C.H. Robinson Worldwide, Inc., on July 30, 2025. This Form 8-K/A is being filed solely to include the conformed signature of the signatory to the Form 8-K, which was inadvertently omitted from the prior filing. No other modifications have been made to the original filing.
Item 2.02 Results of Operations and Financial Condition.
The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended June 30, 2025 and its earnings conference call slides.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||||
| By: | /s/ Dorothy G. Capers | |||||||
| Dorothy G. Capers | ||||||||
Chief Legal Officer and Secretary | ||||||||
Date: July 30, 2025 | ||||||||
 | C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com | ||||
| FOR IMMEDIATE RELEASE | FOR INQUIRIES, CONTACT: Chuck Ives, Senior Director of Investor Relations Email: chuck.ives@chrobinson.com | ||||
C.H. Robinson Reports 2025 Second Quarter Results
Eden Prairie, MN, July 30, 2025 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended June 30, 2025.
Second Quarter Highlights:
•Sustained outperformance delivered by disciplined execution of the company's strategic initiatives, generating market share gains, gross margin expansion and higher operating margins
•Gross profits increased 0.4% to $679.6 million
•Income from operations increased 21.2% to $215.9 million
•Adjusted operating margin(1) increased 520 basis points to 31.1%
•Diluted earnings per share (EPS) increased 20.0% to $1.26
•Adjusted diluted EPS(1) increased 12.2% to $1.29
•Cash generated by operations increased by $60.7 million to $227.1 million
(1) Adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
"When the current transformation of C.H. Robinson began in early 2024 with the implementation of a new Lean operating model, we recognize that some people had doubts and didn’t understand how this would enable the company to change its trajectory. Now, with six consecutive quarters of consistent outperformance through the disciplined execution of the strategy that we shared at our 2024 Investor Day, there is no doubt in our minds that we are on the right path to deliver sustainable outperformance in all market cycles," said President and Chief Executive Officer, Dave Bozeman. "I’m proud of the Robinson team for embracing our new operating model and the discipline needed to improve our say-do ratio and to generate higher highs and higher lows across market cycles. Our people consistently demonstrate that they are the industry’s best logisticians with the value that they bring to our customers and carriers, and they are excited about the transformation happening at Robinson and the momentum that we have."
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"We are not waiting for a market recovery to improve our financial results, and the strategies that our Robinson team is executing are not only working, but they are built to be effective in any market environment," Bozeman added. "We’re still in the early innings of our transformation journey, but we have demonstrated our ability to responsibly grow market share and expand margins at the same time. This has enabled us to approach our mid-cycle operating margin targets despite operating in an elongated trough of the freight cycle."
"We are accelerating our progress, by harnessing and scaling the evolving power of artificial intelligence to drive automation across the full lifecycle of a load. Our industry-leading innovations not only enhance the service and value we deliver to our customers but also improve our operational performance by automating tasks that free up our talented people to focus on more strategic, high-value work. We are pioneering new ways to eliminate tasks, augment our capabilities and supercharge our talented people with industry-leading technology that materially elevates the customer and carrier experience, and our Lean operating model enables us to do this in a disciplined way that delivers the most value to all stakeholders. You can expect the next chapters of this company’s evolution to be just as exciting as the last 18 months."
"In the second quarter, NAST outgrew the market again in both truckload and LTL while expanding gross margins and improving productivity year-over-year and sequentially. In Global Forwarding, we continued to win new business and improve the yield of our portfolio by implementing the revenue management disciplines that we’ve been utilizing in NAST for over a year. We also optimized our Global Forwarding expenses through further increases in productivity. Overall, we delivered a 21% year-over-year increase in our enterprise’s second quarter income from operations, and we will continue to lean into the self-help initiatives that enabled our market share growth and margin expansion," said Bozeman.
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Summary of Second Quarter of 2025 Results Compared to the Second Quarter of 2024
•Total revenues decreased 7.7% to $4.1 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing in our ocean services and lower fuel surcharges in our truckload services.
•Gross profits increased 0.4% to $679.6 million. Adjusted gross profits increased 0.8% to $693.2 million, primarily driven by higher adjusted gross profit per transaction in our customs, truckload, and less than truckload ("LTL") services. This was partially offset by the divestiture of our Europe Surface Transportation business and lower volume in our ocean services.
•Operating expenses decreased 6.3% to $477.3 million. Personnel expenses decreased 7.2% to $335.3 million, primarily due to cost optimization efforts and productivity improvements, the divestiture of our Europe Surface Transportation business, a non-recurring benefit from certain actions taken within the current quarter, and lower restructuring charges related to workforce reductions. Average employee headcount declined 11.2%. Other selling, general and administrative (“SG&A”) expenses decreased 4.1% to $142.0 million, primarily due to restructuring charges in the prior year related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases.
•Income from operations totaled $215.9 million, up 21.2% due to both the increase in adjusted gross profit and the decrease in operating expenses. Adjusted operating margin(1) of 31.1% increased 520 basis points.
•Interest and other income/expense, net totaled $22.0 million of expense, consisting primarily of $16.8 million of interest expense, which decreased $6.1 million versus last year due to a lower average debt balance and lower variable interest rates, and a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate in the quarter was 21.4%, compared to 19.4% in the second quarter of 2024. The higher rate in the second quarter of 2025 was driven by the impact of higher pre-tax income and lower benefit from U.S. tax credits and incentives, partially offset by a lower foreign tax rate.
•Net income totaled $152.5 million, up 20.8% from a year ago. Diluted EPS of $1.26 increased 20.0%. Adjusted diluted EPS(1) of $1.29 increased 12.2%.
(1) Adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
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Summary of 2025 Year-to-Date Results Compared to 2024
•Total revenues decreased 8.0% to $8.2 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing in our ocean services and lower fuel surcharges in our truckload services.
•Gross profits increased 1.0% to $1.3 billion. Adjusted gross profits increased 1.6% to $1.4 billion, primarily driven by higher adjusted gross profit per transaction in our truckload, LTL and customs services, which was partially offset by the divestiture of our Europe Surface Transportation business and lower volume in our truckload and ocean services.
•Operating expenses decreased 6.4% to $973.5 million. Personnel expenses decreased 7.6% to $683.9 million, primarily due to cost optimization efforts and productivity improvements, the divestiture of our Europe Surface Transportation business, and prior year restructuring charges related to workforce reductions. Average employee headcount declined 10.6%. Other SG&A expenses decreased 3.3% to $289.7 million primarily due to the divestiture of our Europe Surface Transportation business.
•Income from operations totaled $392.8 million, up 28.7% from last year, due to both the increase in adjusted gross profit and the decrease in operating expenses. Adjusted operating margin(1) of 28.7% increased 600 basis points.
•Interest and other income/expense, net totaled $42.1 million of expense, primarily consisting of $33.6 million of interest expense, which decreased $11.4 million versus last year, due to a lower average debt balance and lower variable interest rates. The year-to-date results also include an $8.3 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate for the six months ended June 30, 2025 was 17.9% compared to 17.9% in the year-ago period.
•Net income totaled $287.8 million, up 31.3% from a year ago. Diluted EPS of $2.37 increased 29.5%. Adjusted diluted EPS(1) of $2.46 increased 22.4%.
(1) Adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
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North American Surface Transportation (“NAST”) Results
Summarized financial results of our NAST segment are as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 2,918,227 | $ | 2,989,909 | (2.4) | % | $ | 5,786,647 | $ | 5,990,222 | (3.4) | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 432,248 | 419,657 | 3.0 | % | 850,572 | 816,767 | 4.1 | % | |||||||||||||||||||||||||||
| Income from operations | 163,991 | 141,102 | 16.2 | % | 307,662 | 249,997 | 23.1 | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Second quarter total revenues for the NAST segment totaled $2.9 billion, a decrease of 2.4% over the prior year, primarily driven by lower fuel surcharges in our truckload service. NAST adjusted gross profits increased 3.0% in the quarter to $432.2 million. Adjusted gross profits in truckload increased 2.6% due to a 2.5% increase in adjusted gross profit per shipment. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 3.5% in the quarter compared to the prior year, while truckload linehaul cost per mile, excluding fuel surcharges, increased 3.5%, resulting in an 1.5% increase in truckload adjusted gross profit per mile. LTL adjusted gross profits increased 4.4% versus the year-ago period, driven by a 3.0% increase in adjusted gross profit per order and a 1.5% increase in LTL volume. NAST overall volume increased 1.0% for the quarter and outpaced the market indices. Operating expenses decreased 3.7%, primarily due to cost optimization efforts and productivity improvements and prior year restructuring charges related to both workforce reductions and reducing our facilities footprint including early termination or abandonment of office buildings under operating leases. Second quarter average employee headcount was down 10.0% year-over-year. Income from operations increased 16.2% to $164.0 million, and adjusted operating margin expanded 430 basis points to 37.9%.
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Global Forwarding Results
Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 797,800 | $ | 921,223 | (13.4) | % | $ | 1,572,688 | $ | 1,779,860 | (11.6) | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 187,581 | 184,067 | 1.9 | % | 372,209 | 364,112 | 2.2 | % | |||||||||||||||||||||||||||
| Income from operations | 51,330 | 40,982 | 25.3 | % | 94,273 | 72,534 | 30.0 | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Second quarter total revenues for the Global Forwarding segment decreased 13.4% to $797.8 million, primarily driven by lower pricing in our ocean services. Adjusted gross profits increased 1.9% in the quarter to $187.6 million. Ocean adjusted gross profits decreased 7.5%, driven by a 4.0% decline in shipments and a 3.5% decrease in adjusted gross profit per shipment. Air adjusted gross profits increased 11.5%, driven by a 27.5% increase in adjusted gross profit per metric ton shipped, partially offset by a 12.5% decline in metric tons shipped. Customs adjusted gross profits increased 31.7%, driven by a 31.0% increase in adjusted gross profit per transaction and a 0.5% increase in transaction volume. Operating expenses decreased 4.8% with reductions across several expense categories. Second quarter average employee headcount decreased 4.6% year-over-year. Income from operations increased 25.3% to $51.3 million, and adjusted operating margin expanded 510 basis points to 27.4% in the quarter.
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All Other and Corporate Results
Total revenues and adjusted gross profits for Robinson Fresh, Managed Solutions and Other Surface Transportation are summarized as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 420,516 | $ | 572,216 | (26.5) | % | $ | 823,948 | $ | 1,125,577 | (26.8) | % | |||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Robinson Fresh | $ | 44,395 | $ | 39,883 | 11.3 | % | $ | 82,048 | $ | 73,619 | 11.4 | % | |||||||||||||||||||||||
| Managed Solutions | 29,007 | 28,752 | 0.9 | % | 56,853 | 57,688 | (1.4) | % | |||||||||||||||||||||||||||
Other Surface Transportation(2) | — | 15,050 | (100.0) | % | 4,637 | 32,952 | (85.9) | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
(2) Includes our Europe Surface Transportation business, which was divested as of February 1, 2025.
Second quarter Robinson Fresh adjusted gross profits increased 11.3% to $44.4 million due to an increase in integrated supply chain solutions for retail and foodservice customers. Managed Solutions adjusted gross profits increased 0.9%.
Other Income Statement Items
Interest and other income/expense, net totaled $22.0 million of expense, consisting primarily of $16.8 million of interest expense, which decreased $6.1 million versus the second quarter of 2024 due to a lower average debt balance and lower variable interest rates, and a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
The second quarter effective tax rate was 21.4%, up from 19.4% in the second quarter of 2024. The higher rate in the second quarter of 2025 was driven by the impact of higher pre-tax income and lower benefit from U.S. tax credits and incentives, partially offset by a lower foreign tax rate. For 2025, we expect our full-year effective tax rate to be 18% to 20%.
Diluted weighted average shares outstanding in the quarter were up 0.9% year-over-year.
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Cash Flow Generation and Capital Distribution
Cash generated from operations totaled $227.1 million in the second quarter, compared to $166.4 million in the second quarter of 2024. The $60.7 million increase in cash flow from operations was primarily related to a $26.2 million increase in net income and a $57.7 million decrease in cash used by changes in net operating working capital, due to a $30.9 million sequential decrease in net operating working capital in the second quarter of 2025 compared to a $26.8 million sequential increase in the second quarter of 2024.
In the second quarter of 2025, cash returned to shareholders totaled $160.7 million, with $74.9 million in cash dividends and $85.8 million in repurchases of common stock.
Capital expenditures totaled $20.2 million in the quarter. Capital expenditures for 2025 are expected to be $65 million to $75 million.
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About C.H. Robinson
C.H. Robinson delivers logistics like no one else™. Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics challenges—from the simple to the most complex. 83,000 customers and 450,000 contract carriers in our network trust us to manage 37 million shipments and $23 billion in freight annually. Through our unmatched expertise, unrivaled scale, and tailored solutions, we ensure the seamless delivery of goods across industries and continents via truckload, less-than-truckload, ocean, air, and beyond. As a responsible global citizen, we make supply chains more sustainable and proudly contribute millions to the causes that matter most to our employees. For more information, visit us at chrobinson.com (Nasdaq: CHRW).
Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business; cyber-security related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; risks associated with cybersecurity events; and other risks and uncertainties detailed in our Annual and Quarterly Reports.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.
Conference Call Information:
C.H. Robinson Worldwide Second Quarter 2025 Earnings Conference Call
Wednesday, July 30, 2025; 5:00 p.m. Eastern Time
Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through the Investor Relations link on C.H. Robinson’s website at chrobinson.com.
To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756
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Adjusted Gross Profit by Service Line
(in thousands)
This table of summary results presents our service line adjusted gross profits on an enterprise basis. The service line adjusted gross profits in the table differ from the service line adjusted gross profits discussed within the segments as our segments may have revenues from multiple service lines.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||||||||
| Truckload | $ | 267,913 | $ | 274,187 | (2.3) | % | $ | 530,201 | $ | 531,600 | (0.3) | % | |||||||||||||||||||||||
| LTL | 152,186 | 145,823 | 4.4 | % | 300,597 | 286,959 | 4.8 | % | |||||||||||||||||||||||||||
| Ocean | 107,902 | 116,659 | (7.5) | % | 223,237 | 229,517 | (2.7) | % | |||||||||||||||||||||||||||
| Air | 34,461 | 30,906 | 11.5 | % | 67,271 | 61,438 | 9.5 | % | |||||||||||||||||||||||||||
| Customs | 35,098 | 26,652 | 31.7 | % | 62,018 | 52,747 | 17.6 | % | |||||||||||||||||||||||||||
| Other logistics services | 56,459 | 57,320 | (1.5) | % | 111,240 | 116,878 | (4.8) | % | |||||||||||||||||||||||||||
| Total transportation | 654,019 | 651,547 | 0.4 | % | 1,294,564 | 1,279,139 | 1.2 | % | |||||||||||||||||||||||||||
| Sourcing | 39,212 | 35,862 | 9.3 | % | 71,755 | 65,999 | 8.7 | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 693,231 | $ | 687,409 | 0.8 | % | $ | 1,366,319 | $ | 1,345,138 | 1.6 | % | |||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
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GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted gross profit is a non-GAAP financial measure. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit. The reconciliation of gross profit to adjusted gross profit is presented below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 3,746,660 | $ | 4,121,930 | (9.1) | % | $ | 7,468,575 | $ | 8,204,518 | (9.0) | % | |||||||||||||||||||||||
| Sourcing | 389,883 | 361,418 | 7.9 | % | 714,708 | 691,141 | 3.4 | % | |||||||||||||||||||||||||||
| Total revenues | 4,136,543 | 4,483,348 | (7.7) | % | 8,183,283 | 8,895,659 | (8.0) | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 3,092,641 | 3,470,383 | (10.9) | % | 6,174,011 | 6,925,379 | (10.8) | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 350,671 | 325,556 | 7.7 | % | 642,953 | 625,142 | 2.8 | % | |||||||||||||||||||||||||||
| Direct internally developed software amortization | 13,681 | 10,883 | 25.7 | % | 29,347 | 21,105 | 39.1 | % | |||||||||||||||||||||||||||
| Total direct expenses | 3,456,993 | 3,806,822 | (9.2) | % | 6,846,311 | 7,571,626 | (9.6) | % | |||||||||||||||||||||||||||
| Gross profit | $ | 679,550 | $ | 676,526 | 0.4 | % | $ | 1,336,972 | $ | 1,324,033 | 1.0 | % | |||||||||||||||||||||||
| Plus: Direct internally developed software amortization | 13,681 | 10,883 | 25.7 | % | 29,347 | 21,105 | 39.1 | % | |||||||||||||||||||||||||||
| Adjusted gross profit | $ | 693,231 | $ | 687,409 | 0.8 | % | $ | 1,366,319 | $ | 1,345,138 | 1.6 | % | |||||||||||||||||||||||
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Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture is a similar non-GAAP financial measure as adjusted operating margin, but also excludes the impact of restructuring, lease impairment, and/or losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture are presented below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 4,136,543 | $ | 4,483,348 | (7.7 | %) | $ | 8,183,283 | $ | 8,895,659 | (8.0 | %) | |||||||||||||||||||||||
| Income from operations | 215,919 | 178,090 | 21.2 | % | 392,772 | 305,223 | 28.7 | % | |||||||||||||||||||||||||||
| Operating margin | 5.2 | % | 4.0 | % | 120 bps | 4.8 | % | 3.4 | % | 140 bps | |||||||||||||||||||||||||
| Adjusted gross profit | $ | 693,231 | $ | 687,409 | 0.8 | % | $ | 1,366,319 | $ | 1,345,138 | 1.6 | % | |||||||||||||||||||||||
| Income from operations | 215,919 | 178,090 | 21.2 | % | 392,772 | 305,223 | 28.7 | % | |||||||||||||||||||||||||||
| Adjusted operating margin | 31.1 | % | 25.9 | % | 520 | bps | 28.7 | % | 22.7 | % | 600 | bps | |||||||||||||||||||||||
| Adjusted gross profit | $ | 693,231 | $ | 687,409 | 0.8 | % | $ | 1,366,319 | $ | 1,345,138 | 1.6 | % | |||||||||||||||||||||||
| Adjusted income from operations | 220,229 | 193,279 | 13.9 | % | 405,695 | 333,355 | 21.7 | % | |||||||||||||||||||||||||||
Adjusted operating margin - excluding restructuring, lease impairment charge, and/or loss on divestiture | 31.8 | % | 28.1 | % | 370 | bps | 29.7 | % | 24.8 | % | 490 | bps | |||||||||||||||||||||||
12
GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring, lease impairment, and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data):
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Income from operations | $ | 163,991 | $ | 51,330 | $ | 598 | $ | 215,919 | |||||||||||||||
| Severance and other personnel expenses | 677 | 2,576 | 635 | 3,888 | |||||||||||||||||||
| Other selling, general, and administrative expenses | — | — | 422 | 422 | |||||||||||||||||||
Total adjustments to income from operations(1) | 677 | 2,576 | 1,057 | 4,310 | |||||||||||||||||||
| Adjusted income from operations | $ | 164,668 | $ | 53,906 | $ | 1,655 | $ | 220,229 | |||||||||||||||
| Adjusted gross profit | $ | 432,248 | $ | 187,581 | $ | 73,402 | $ | 693,231 | |||||||||||||||
| Adjusted income from operations | 164,668 | 53,906 | 1,655 | 220,229 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring and loss on divestiture | 38.1 | % | 28.7 | % | N/M | 31.8 | % | ||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 307,662 | $ | 94,273 | $ | (9,163) | $ | 392,772 | |||||||||||||||
| Severance and other personnel expenses | 677 | 2,576 | 1,822 | 5,075 | |||||||||||||||||||
| Other selling, general, and administrative expenses | — | — | 7,848 | 7,848 | |||||||||||||||||||
Total adjustments to income from operations(2) | 677 | 2,576 | 9,670 | 12,923 | |||||||||||||||||||
| Adjusted income from operations | $ | 308,339 | $ | 96,849 | $ | 507 | $ | 405,695 | |||||||||||||||
| Adjusted gross profit | $ | 850,572 | $ | 372,209 | $ | 143,538 | $ | 1,366,319 | |||||||||||||||
| Adjusted income from operations | 308,339 | 96,849 | 507 | 405,695 | |||||||||||||||||||
| Adjusted operating margin - excluding lease impairment charge, restructuring, and loss on divestiture | 36.3 | % | 26.0 | % | N/M | 29.7 | % | ||||||||||||||||
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 152,471 | $ | 1.26 | $ | 287,773 | $ | 2.37 | |||||||||||||||
| Lease impairment charge, pre-tax | — | — | 6,259 | 0.05 | |||||||||||||||||||
| Restructuring and related costs, pre-tax | 3,881 | 0.04 | 3,881 | 0.03 | |||||||||||||||||||
| Loss on divestiture, pre-tax | 429 | — | 2,783 | 0.02 | |||||||||||||||||||
| Tax effect of adjustments | (1,005) | (0.01) | (2,031) | (0.01) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 155,776 | $ | 1.29 | $ | 298,665 | $ | 2.46 | |||||||||||||||
____________________________________________
(1) The three months ended June 30, 2025 includes severance and other personnel expenses of $3.9 million related to workforce reductions and $0.4 million of other charges.
(2) The six months ended June 30, 2025 includes severance and other personnel expenses of $5.1 million primarily related to workforce reductions and $7.8 million of other charges, which include a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.
13
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 141,102 | $ | 40,982 | $ | (3,994) | $ | 178,090 | |||||||||||||||
| Severance and other personnel expenses | 4,758 | 2,179 | 2,508 | 9,445 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 3,776 | 1,331 | 637 | 5,744 | |||||||||||||||||||
Total adjustments to income (loss) from operations(1) | 8,534 | 3,510 | 3,145 | 15,189 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 149,636 | $ | 44,492 | $ | (849) | $ | 193,279 | |||||||||||||||
| Adjusted gross profit | $ | 419,657 | $ | 184,067 | $ | 83,685 | $ | 687,409 | |||||||||||||||
| Adjusted income (loss) from operations | 149,636 | 44,492 | (849) | 193,279 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring | 35.7 | % | 24.2 | % | N/M | 28.1 | % | ||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 249,997 | $ | 72,534 | $ | (17,308) | $ | 305,223 | |||||||||||||||
| Severance and other personnel expenses | 7,784 | 5,394 | 4,209 | 17,387 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 5,654 | 1,592 | 3,499 | 10,745 | |||||||||||||||||||
Total adjustments to income (loss) from operations(2) | 13,438 | 6,986 | 7,708 | 28,132 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 263,435 | $ | 79,520 | $ | (9,600) | $ | 333,355 | |||||||||||||||
| Adjusted gross profit | $ | 816,767 | $ | 364,112 | $ | 164,259 | $ | 1,345,138 | |||||||||||||||
| Adjusted income (loss) from operations | 263,435 | 79,520 | (9,600) | 333,355 | |||||||||||||||||||
| Adjusted operating margin - excluding restructuring | 32.3 | % | 21.8 | % | N/M | 24.8 | % | ||||||||||||||||
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 126,251 | $ | 1.05 | $ | 219,155 | $ | 1.83 | |||||||||||||||
| Restructuring and related costs, pre-tax | 15,189 | 0.13 | 28,132 | 0.24 | |||||||||||||||||||
| Tax effect of adjustments | (3,645) | (0.03) | (6,746) | (0.06) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 137,795 | $ | 1.15 | $ | 240,541 | $ | 2.01 | |||||||||||||||
____________________________________________
(1) The three months ended June 30, 2024 includes severance and other personnel expenses of $9.4 million related to workforce reductions and $5.7 million of other charges, primarily related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases.
(2) The six months ended June 30, 2024 includes severance and other personnel expenses of $17.4 million related to workforce reductions and $10.7 million of other charges, primarily related to an impairment of internally developed software and charges related to reducing our facilities footprint including early
termination or abandonment of office buildings under operating leases.
14
Condensed Consolidated Statements of Income
(unaudited, in thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % change | 2025 | 2024 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 3,746,660 | $ | 4,121,930 | (9.1) | % | $ | 7,468,575 | $ | 8,204,518 | (9.0) | % | |||||||||||||||||||||||
| Sourcing | 389,883 | 361,418 | 7.9 | % | 714,708 | 691,141 | 3.4 | % | |||||||||||||||||||||||||||
| Total revenues | 4,136,543 | 4,483,348 | (7.7) | % | 8,183,283 | 8,895,659 | (8.0) | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 3,092,641 | 3,470,383 | (10.9) | % | 6,174,011 | 6,925,379 | (10.8) | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 350,671 | 325,556 | 7.7 | % | 642,953 | 625,142 | 2.8 | % | |||||||||||||||||||||||||||
| Personnel expenses | 335,322 | 361,222 | (7.2) | % | 683,875 | 740,309 | (7.6) | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 141,990 | 148,097 | (4.1) | % | 289,672 | 299,606 | (3.3) | % | |||||||||||||||||||||||||||
| Total costs and expenses | 3,920,624 | 4,305,258 | (8.9) | % | 7,790,511 | 8,590,436 | (9.3) | % | |||||||||||||||||||||||||||
| Income from operations | 215,919 | 178,090 | 21.2 | % | 392,772 | 305,223 | 28.7 | % | |||||||||||||||||||||||||||
| Interest and other income/expense, net | (22,026) | (21,525) | 2.3 | % | (42,077) | (38,305) | 9.8 | % | |||||||||||||||||||||||||||
| Income before provision for income taxes | 193,893 | 156,565 | 23.8 | % | 350,695 | 266,918 | 31.4 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 41,422 | 30,314 | 36.6 | % | 62,922 | 47,763 | 31.7 | % | |||||||||||||||||||||||||||
| Net income | $ | 152,471 | $ | 126,251 | 20.8 | % | $ | 287,773 | $ | 219,155 | 31.3 | % | |||||||||||||||||||||||
| Net income per share (basic) | $ | 1.27 | $ | 1.06 | 19.8 | % | $ | 2.39 | $ | 1.84 | 29.9 | % | |||||||||||||||||||||||
| Net income per share (diluted) | $ | 1.26 | $ | 1.05 | 20.0 | % | $ | 2.37 | $ | 1.83 | 29.5 | % | |||||||||||||||||||||||
| Weighted average shares outstanding (basic) | 120,244 | 119,418 | 0.7 | % | 120,605 | 119,381 | 1.0 | % | |||||||||||||||||||||||||||
| Weighted average shares outstanding (diluted) | 121,025 | 119,920 | 0.9 | % | 121,442 | 119,732 | 1.4 | % | |||||||||||||||||||||||||||
15
Business Segment Information
(unaudited, in thousands, except average employee headcount)
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 2,918,227 | $ | 797,800 | $ | 420,516 | $ | 4,136,543 | |||||||||||||||||||||||||||
Adjusted gross profits(1) | 432,248 | 187,581 | 73,402 | 693,231 | |||||||||||||||||||||||||||||||
| Income from operations | 163,991 | 51,330 | 598 | 215,919 | |||||||||||||||||||||||||||||||
| Depreciation and amortization | 4,815 | 2,188 | 17,863 | 24,866 | |||||||||||||||||||||||||||||||
Total assets(2) | 2,971,926 | 1,332,889 | 1,017,096 | 5,321,911 | |||||||||||||||||||||||||||||||
| Average employee headcount | 5,283 | 4,436 | 3,139 | 12,858 | |||||||||||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 2,989,909 | $ | 921,223 | $ | 572,216 | $ | 4,483,348 | |||||||||||||||||||||||||||
Adjusted gross profits(1) | 419,657 | 184,067 | 83,685 | 687,409 | |||||||||||||||||||||||||||||||
| Income (loss) from operations | 141,102 | 40,982 | (3,994) | 178,090 | |||||||||||||||||||||||||||||||
| Depreciation and amortization | 5,525 | 2,793 | 16,736 | 25,054 | |||||||||||||||||||||||||||||||
Total assets(2) | 3,053,769 | 1,306,075 | 1,152,502 | 5,512,346 | |||||||||||||||||||||||||||||||
| Average employee headcount | 5,868 | 4,652 | 3,954 | 14,474 | |||||||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.
(2) All cash and cash equivalents are included in All Other and Corporate.
16
Business Segment Information
(unaudited, in thousands, except average employee headcount)
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 5,786,647 | $ | 1,572,688 | $ | 823,948 | $ | 8,183,283 | ||||||||||||||||||||||||
Adjusted gross profits(1) | 850,572 | 372,209 | 143,538 | 1,366,319 | ||||||||||||||||||||||||||||
| Income (loss) from operations | 307,662 | 94,273 | (9,163) | 392,772 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 9,624 | 4,327 | 36,557 | 50,508 | ||||||||||||||||||||||||||||
Total assets(2) | 2,971,926 | 1,332,889 | 1,017,096 | 5,321,911 | ||||||||||||||||||||||||||||
| Average employee headcount | 5,283 | 4,469 | 3,414 | 13,166 | ||||||||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 5,990,222 | $ | 1,779,860 | $ | 1,125,577 | $ | 8,895,659 | ||||||||||||||||||||||||
Adjusted gross profits(1) | 816,767 | 364,112 | 164,259 | 1,345,138 | ||||||||||||||||||||||||||||
| Income (loss) from operations | 249,997 | 72,534 | (17,308) | 305,223 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 10,875 | 5,637 | 32,420 | 48,932 | ||||||||||||||||||||||||||||
Total assets(2) | 3,053,769 | 1,306,075 | 1,152,502 | 5,512,346 | ||||||||||||||||||||||||||||
| Average employee headcount | 5,929 | 4,770 | 4,032 | 14,731 | ||||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.
(2) All cash and cash equivalents are included in All Other and Corporate.
17
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 155,993 | $ | 145,762 | |||||||
| Receivables, net of allowance for credit loss | 2,538,082 | 2,383,709 | |||||||||
| Contract assets, net of allowance for credit loss | 188,897 | 200,332 | |||||||||
| Prepaid expenses and other | 130,742 | 102,166 | |||||||||
| Assets held for sale | — | 137,634 | |||||||||
| Total current assets | 3,013,714 | 2,969,603 | |||||||||
| Property and equipment, net of accumulated depreciation and amortization | 122,954 | 127,189 | |||||||||
| Right-of-use lease assets | 309,299 | 334,738 | |||||||||
| Intangible and other assets, net of accumulated amortization | 1,875,944 | 1,866,396 | |||||||||
| Total assets | $ | 5,321,911 | $ | 5,297,926 | |||||||
| Liabilities and stockholders’ investment | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and outstanding checks | $ | 1,348,156 | $ | 1,212,132 | |||||||
| Accrued expenses: | |||||||||||
| Compensation | 117,603 | 180,801 | |||||||||
| Transportation expense | 148,218 | 153,274 | |||||||||
| Income taxes | 14,519 | 9,326 | |||||||||
| Other accrued liabilities | 162,733 | 173,318 | |||||||||
| Current lease liabilities | 72,693 | 72,842 | |||||||||
| Current portion of debt | 431,917 | 455,792 | |||||||||
| Liabilities held for sale | — | 67,413 | |||||||||
| Total current liabilities | 2,295,839 | 2,324,898 | |||||||||
| Long-term debt | 922,318 | 921,857 | |||||||||
| Noncurrent lease liabilities | 264,797 | 290,641 | |||||||||
| Noncurrent income taxes payable | 41,326 | 23,472 | |||||||||
| Deferred tax liabilities | 9,939 | 12,565 | |||||||||
| Other long-term liabilities | 3,305 | 2,442 | |||||||||
| Total liabilities | 3,537,524 | 3,575,875 | |||||||||
| Total stockholders’ investment | 1,784,387 | 1,722,051 | |||||||||
| Total liabilities and stockholders’ investment | $ | 5,321,911 | $ | 5,297,926 | |||||||
18
Condensed Consolidated Statements of Cash Flow
(unaudited, in thousands, except operational data)
| Six Months Ended June 30, | |||||||||||
| Operating activities: | 2025 | 2024 | |||||||||
| Net income | $ | 287,773 | $ | 219,155 | |||||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation and amortization | 50,508 | 48,932 | |||||||||
| Provision for credit losses | 6,605 | 4,298 | |||||||||
| Stock-based compensation | 44,028 | 42,245 | |||||||||
| Deferred income taxes | 15,419 | (13,392) | |||||||||
| Excess tax benefit on stock-based compensation | (8,155) | (2,274) | |||||||||
| Change in loss on disposal group | (569) | — | |||||||||
| Other operating activities | 7,254 | 10,841 | |||||||||
| Changes in operating elements: | |||||||||||
| Receivables | (108,002) | (290,042) | |||||||||
| Contract assets | 11,595 | (70,514) | |||||||||
| Prepaid expenses and other | (27,934) | 8,034 | |||||||||
| Right of use asset | 24,704 | (3,093) | |||||||||
| Accounts payable and outstanding checks | 121,249 | 122,404 | |||||||||
| Accrued compensation | (64,607) | (13,276) | |||||||||
| Accrued transportation expenses | (5,056) | 63,389 | |||||||||
| Accrued income taxes | 30,866 | (60) | |||||||||
| Other accrued liabilities | (20,779) | 1,108 | |||||||||
| Lease liability | (31,844) | 3,248 | |||||||||
| Other assets and liabilities | 604 | 2,096 | |||||||||
| Net cash provided by operating activities | 333,659 | 133,099 | |||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | (10,640) | (15,238) | |||||||||
| Purchases and development of software | (25,601) | (26,573) | |||||||||
| Proceeds from divestiture | 27,737 | — | |||||||||
| Net cash used for investing activities | (8,504) | (41,811) | |||||||||
| Financing activities: | |||||||||||
| Proceeds from stock issued for employee benefit plans | 27,026 | 19,026 | |||||||||
| Stock tendered for payment of withholding taxes | (54,589) | (19,808) | |||||||||
| Repurchase of common stock | (128,767) | — | |||||||||
| Cash dividends | (152,355) | (147,283) | |||||||||
| Proceeds from short-term borrowings | 1,240,800 | 1,653,000 | |||||||||
| Payments on short-term borrowings | (1,264,800) | (1,625,000) | |||||||||
| Net cash used for financing activities | (332,685) | (120,065) | |||||||||
| Effect of exchange rates on cash and cash equivalents | 6,985 | (3,581) | |||||||||
| Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale | (545) | (32,358) | |||||||||
| Plus: net decrease in cash and cash equivalents within assets held for sale | 10,776 | — | |||||||||
| Cash and cash equivalents, beginning of period | 145,762 | 145,524 | |||||||||
| Cash and cash equivalents, end of period | $ | 155,993 | $ | 113,166 | |||||||
| As of June 30, | |||||||||||
| Operational Data: | 2025 | 2024 | |||||||||
| Employees | 12,803 | 14,213 | |||||||||
Source: C.H. Robinson
CHRW-IR
19
2024 INVESTOR DAY July 30, 2025 Q2 2025 Earnings Presentation
Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this presentation are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business; cyber-security related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; risks associated with cybersecurity events; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. 2©2025 C.H. Robinson Worldwide, Inc. All Rights Reserved.
Thoughts from President & CEO, Dave Bozeman 3 ■ Our Q2 results reflect six consecutive quarters of consistent outperformance through the disciplined execution of the strategic initiatives that we shared at our Investor Day in December — there is no doubt in our minds that we are on the right path to deliver sustainable outperformance in all market cycles. ■ I’m proud of the Robinson team for embracing our new operating model and the discipline needed to improve our say-do ratio and to generate higher highs and higher lows across market cycles. ■ We are not waiting for a market recovery to improve our financial results, and the strategies that our Robinson team is executing are not only working, but they are built to be effective in any market environment. ■ We’re still in the early innings of our transformation journey, but we have demonstrated our ability to responsibly grow market share and expand margins at the same time. This has enabled us to approach our mid-cycle operating margin targets despite operating in an elongated trough of the freight cycle.
IMPROVEPLAN ACTIVATE • Enterprise Strategy Map • Divisional Strategy Maps • Shared Services Strategy Maps • Regular operating review cadence (daily, weekly, monthly, quarterly) • Binary view of success (green) or opportunity (red) • Enterprise • Divisional • Shared Services • Accountable action plans on all scorecards with red • Embrace and attack the red! • e.g., Gemba walks (go to the desk) Scorecard: Measurable and Actionable Inputs Defined Strategic Workstreams Clear Long-Term Strategy and Goals Continuous and Rigorous Measurement and Action Plans Continuously Improving. Never Stops. 1 2 3 4 5 Robinson Operating Model 4
Q2 Highlights 5 ■ NAST gained market share in truckload and LTL and increased AGP/shipment Y/Y, through disciplined pricing and a cost of hire advantage ■ Global Forwarding (GF) continued to win new business and improve the yield of its portfolio by beginning to implement revenue management practices ■ NAST & GF productivity improved Y/Y, driving NAST income from operations up 16% Y/Y and GF income from operations up 25% ■ Focused on providing best-in-class service to our customers and carriers, gaining profitable share in targeted market segments, streamlining our processes, applying Lean principles and leveraging evolving AI technology to drive out waste and optimize our costs, with a disciplined operating model that arms our people with innovative tools, decouples headcount growth from volume growth and drives operating leverage $4.1B Total Revenues -7.7% Y/Y $693M Adj. Gross Profits(1) +0.8% Y/Y $216M Income from Operations +21.2% Y/Y $1.26 Net Income/Share +20.0% Y/Y Q2 2025 1. Adjusted gross profits, adjusted income from operations and adjusted net income per share are non-GAAP financial measures. Refer to pages 21 through 24 for further discussion and a GAAP to Non-GAAP reconciliation. $220M of Adj. Income from Operations(1) $1.29 of Adj. Net Income per Share(1)
All Other & Corporate ■ Robinson Fresh AGP up 11.3% Y/Y due to increase in integrated supply chain solutions ■ Managed Solutions Q2 AGP up 0.9% Y/Y ■ Other Surface Transportation AGP declined to zero due to divestiture of Europe Surface Transportation business in February 2025 Global Forwarding (GF) ■ Tariff policies reduced demand & increased duty outlays for customers ■ Customs AGP up 31.7% Y/Y ■ Ocean volume declined 4.0% Y/Y & air tonnage declined 12.5% Y/Y ■ Continuing to diversify our trade lane and industry vertical exposure North American Surface Transportation (NAST) ■ Adjusted gross profit (AGP) per load/order increased Y/Y in both TL and LTL ■ NAST volume performance outpaced the market indices for the 9th quarter in a row ■ Significant opportunities for profitable growth remain in a highly fragmented market ■ Focused on initiatives that improve the customer and carrier experience and lower our cost to serve ■ Productivity improvements are being driven by removing waste and increasing automation Complementary Global Suite of Services 6 Q2 2025 Adjusted Gross Profits(2) +3.0% Y/Y -12.3% Y/Y +1.9% Y/Y 1. Measured over trailing twelve months. 2. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Over half of total revenues are garnered from customers to whom we provide both surface transportation and global forwarding services, and this percentage has grown year-over-year due to our One Robinson go-to-market approach.(1)
NAST Q2’25 Results by Service 7 ■ Total NAST volume grew 1.0% Y/Y, reflecting the 9th consecutive quarter of market share growth(2) ■ Truckload volume flat Y/Y(2) ■ LTL AGP per order increased 3.0% Y/Y and volume increased 1.5% Y/Y(2) ■ Truckload AGP per shipment increased 2.5% Y/Y due to disciplined pricing and procurement efforts and the continued advancement of our dynamic pricing and costing capabilities, resulting in higher profit per shipment on contractual volume and an 80 bps Y/Y improvement in NAST AGP margin(2) 2Q25 2Q24 %▲ Truckload (“TL”) $261.5 $254.8 2.6% Less than Truckload (“LTL”) $150.5 $144.2 4.4% Other $20.3 $20.6 (1.8)% Total Adjusted Gross Profits $432.2 $419.7 3.0% Adjusted Gross Profit Margin % 14.8% 14.0% 80 bps Adjusted Gross Profits(1) ($ in millions) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Second Quarter Highlights
Truckload Price and Cost Change (1)(2)(3) 8 Truckload Q2 Volume(2)(4) — % Price/Mile(1)(2)(3) +3.5 % Cost/Mile(1)(2)(3) +3.5 % Adjusted Gross Profit(4) +2.6 % 1. Price and cost change represents YoY change for North America truckload shipments across all segments. 2. Growth rates are rounded to the nearest 0.5 percent. 3. Pricing and cost measures exclude fuel surcharges and costs. 4. Truckload volume and adjusted gross profit growth represents YoY change for NAST truckload. ■ 65% / 35% truckload contractual / transactional volume mix in Q2 ■ Average routing guide depth of 1.3 in Managed Solutions business vs. 1.2 in Q2 last year, reflecting a continuing decline in industry capacity Yo Y % C ha ng e in P ric e an d C os t p er M ile YoY Price Change YoY Cost Change 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 -30% -20% -10% 0% 10% 20% 30% 40% 50%
Truckload AGP $ per Shipment Trend 9 ■ Disciplined pricing and capacity procurement efforts and continued advancement of our dynamic pricing and costing capabilities resulted in improved optimization of volume and AGP(1) ■ Increase in short haul volume contributed to higher mix of short haul and a sequential decline in AGP $ per shipment(1) N A ST A dj us te d G ro ss P ro fit $ p er T ru ck lo ad Sh ip m en t N A ST A djusted G ross Profit M argin % NAST Adjusted Gross Profit $ per Truckload Shipment (left axis) NAST Adjusted Gross Profit Margin % (right axis) Average NAST AGP $ per Truckload Shipment (left axis) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 11% 12% 13% 14% 15% 16% 17% 18% 19% 20% 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Global Forwarding Q2’25 Results by Service 10 2Q25 2Q24 %▲ Ocean $107.9 $116.6 (7.5)% Air $34.0 $30.5 11.5% Customs $35.1 $26.7 31.7% Other $10.6 $10.3 3.1% Total Adjusted Gross Profits $187.6 $184.1 1.9% Adjusted Gross Profit Margin % 23.5% 20.0% 350 bps Adjusted Gross Profits (1) ($ in millions) ■ Tariff policies reduced volume in the Transpacific lane, caused global demand fluctuations & increased duty outlays for customers ■ Ongoing conflict in the Red Sea continued to cause vessel re- routing. Although rates remain elevated, they declined Y/Y due to increasing capacity and softer demand ■ Ocean AGP decreased due to a 4.0% decline in shipments and a 3.5% decrease in AGP per shipment(2) ■ Air AGP increased due to a 27.5% increase in AGP per metric ton shipped, partially offset by a 12.5% decline in metric tons shipped(2) ■ Customs AGP increased due to a 31.0% increase in adjusted gross profit per transaction and a 0.5% increase in volume(2) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Second Quarter Highlights
All Other & Corporate Q2’25 Results 11 Robinson Fresh ■ Increased AGP due to an increase in integrated supply chain solutions for retail and foodservice customers Managed Solutions ■ Total freight under management of $1.4B in Q2 Other Surface Transportation ■ Decline in AGP driven by the divestiture of our Europe Surface Transportation business on February 1, 2025 2Q25 2Q24 %▲ Robinson Fresh $44.4 $39.9 11.3% Managed Solutions $29.0 $28.8 0.9% Other Surface Transportation $— $15.1 (100.0)% Total $73.4 $83.7 (12.3)% Adjusted Gross Profits (1) ($ in millions) 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Second Quarter Highlights
Streamlining & Automating Processes to Drive Profitable Growth 12 12
New Customer & Carrier Experiences Driving Digital Adoption 13 ■ Improving customer and carrier outcomes with technology that supports our people and processes ■ Leveraging Gen AI and Agentic AI to capitalize on our data and information advantage ■ Delivering process optimization by eliminating productivity bottlenecks ■ Accelerating the digital execution of critical touch points in the lifecycle of a load: • Reducing manual tasks per shipment • Reducing time per task 13
© C.H. Robinson Worldwide, Inc. All rights reserved. 14 Our Customer Promise
Capital Allocation Priorities: Balanced and Opportunistic 15 Cash Flow from Operations & Capital Distribution ($M) ■ $161 million of cash returned to shareholders in Q2 2025 ■ Q2 2025 capital distribution increased 110% Y/Y ■ More than 25 years of annually increasing dividends, on a per share basis ■ 919K shares repurchased at an average price of $93.40 ■ The Y/Y increase in cash from operations was driven by growth in net income and a favorable Y/Y change in net operating working capital. ■ We'll continue to manage our capital structure to maintain our investment grade credit rating. ■ Improved leverage ratio has led to a higher likelihood of share repurchases compared to last year.
2024 INVESTOR DAY Appendix
Q2 2025 Transportation Results(1) 17 Three Months Ended June 30 Six Months Ended June 30 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 3,746,660 $ 4,121,930 (9.1) % $ 7,468,575 $ 8,204,518 (9.0) % Total Adjusted Gross Profits(2) $ 654,019 $ 651,547 0.4 % $ 1,294,564 $ 1,279,139 1.2 % Adjusted Gross Profit Margin % 17.5% 15.8% 170 bps 17.3% 15.6% 170 bps Transportation Adjusted Gross Profit Margin % 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q1 19.7% 17.3% 16.4% 18.6% 15.3% 14.9% 13.5% 15.2% 15.4% 17.2% Q2 19.3% 16.2% 16.2% 18.3% 17.5% 13.8% 15.4% 15.5% 15.8% 17.5% Q3 17.6% 16.4% 16.6% 16.9% 14.4% 13.7% 15.1% 15.1% 16.4% Q4 17.2% 16.6% 17.7% 15.6% 14.3% 13.3% 15.5% 15.0% 16.9% Total 18.4% 16.6% 16.7% 17.3% 15.3% 13.8% 14.8% 15.2% 16.1% 1. Includes results across all segments. 2. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Q2 2025 NAST Results 18 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $0.7 million of restructuring charges in the Three Months and Six Months Ended June 30, 2025 related to workforce reductions. Includes $8.5 million of restructuring charges in the Three Months Ended June 30, 2024 related to workforce reductions and charges to reduce our facilities footprint including early termination or abandonment of office buildings under operating leases and $13.4 million of restructuring charges in the Six Months Ended June 30, 2024 related to workforce reductions, impairment of internally developed software due to reprioritizing the efforts of our product and technology teams, and charges to reduce our facilities footprint including early termination or abandonment of office buildings under operating leases. Three Months Ended June 30 Six Months Ended June 30, $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 2,918,227 $ 2,989,909 (2.4) % $ 5,786,647 $ 5,990,222 (3.4) % Total Adjusted Gross Profits(1) $ 432,248 $ 419,657 3.0 % $ 850,572 $ 816,767 4.1 % Adjusted Gross Profit Margin % 14.8% 14.0% 80 bps 14.7% 13.6% 110 bps Income from Operations(2) $ 163,991 $ 141,102 16.2 % $ 307,662 $ 249,997 23.1 % Adjusted Operating Margin % 37.9% 33.6% 430 bps 36.2% 30.6% 560 bps Depreciation and Amortization $ 4,815 $ 5,525 (12.9) % $ 9,624 $ 10,875 (11.5) % Total Assets $ 2,971,926 $ 3,053,769 (2.7) % $ 2,971,926 $ 3,053,769 (2.7) % Average Headcount 5,283 5,868 (10.0) % 5,283 5,929 (10.9) %
Q2 2025 Global Forwarding Results 19 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $2.6 million of restructuring charges in the Three Months and Six Months Ended June 30, 2025 related to workforce reductions. Includes $3.5 million of restructuring charges in the Three Months Ended June 30, 2024 and $7.0 million of restructuring charges in the Six Months Ended June 30, 2024 mainly related to workforce reductions. Three Months Ended June 30 Six Months Ended June 30 $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 797,800 $ 921,223 (13.4) % $ 1,572,688 $ 1,779,860 (11.6) % Total Adjusted Gross Profits(1) $ 187,581 $ 184,067 1.9 % $ 372,209 $ 364,112 2.2 % Adjusted Gross Profit Margin % 23.5% 20.0% 350 bps 23.7% 20.5% 320 bps Income from Operations(2) $ 51,330 $ 40,982 25.3 % $ 94,273 $ 72,534 30.0 % Adjusted Operating Margin % 27.4% 22.3% 510 bps 25.3% 19.9% 540 bps Depreciation and Amortization $ 2,188 $ 2,793 (21.7) % $ 4,327 $ 5,637 (23.2) % Total Assets $ 1,332,889 $ 1,306,075 2.1 % $ 1,332,889 $ 1,306,075 2.1 % Average Headcount 4,436 4,652 (4.6) % 4,469 4,770 (6.3) %
Q2 2025 All Other and Corporate Results 20 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $1.1 million of charges in the Three Months Ended June 30, 2025 primarily related to workforce reductions. Includes $9.7 million of charges in the Six Months Ended June 30, 2025 primarily related to a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building. Includes $3.1 million of restructuring charges in the Three Months Ended June 30, 2024 mainly related to workforce reductions and $7.7 million of restructuring charges in the Six Months Ended June 30, 2024 related to workforce reductions and impairment of internally developed software due to reprioritizing the efforts of our product and technology teams. Three Months Ended June 30 Six Months Ended June 30, $ in thousands 2025 2024 % Change 2025 2024 % Change Total Revenues $ 420,516 $ 572,216 (26.5%) $ 823,948 $ 1,125,577 (26.8%) Total Adjusted Gross Profits(1) $ 73,402 $ 83,685 (12.3%) $ 143,538 $ 164,259 (12.6%) Income (loss) from Operations(2) $ 598 $ (3,994) N/M $ (9,163) $ (17,308) N/M Depreciation and Amortization $ 17,863 $ 16,736 6.7% $ 36,557 $ 32,420 12.8% Total Assets $ 1,017,096 $ 1,152,502 (11.7%) $ 1,017,096 $ 1,152,502 (11.7%) Average Headcount 3,139 3,954 (20.6%) 3,414 4,032 (15.3%)
21 Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin are presented below: Three Months Ended June 30 Six Months Ended June 30, $ in thousands 2025 2024 2025 2024 Revenues: Transportation $ 3,746,660 $ 4,121,930 $ 7,468,575 $ 8,204,518 Sourcing 389,883 361,418 714,708 691,141 Total Revenues $ 4,136,543 $ 4,483,348 $ 8,183,283 $ 8,895,659 Costs and expenses: Purchased transportation and related services 3,092,641 3,470,383 6,174,011 6,925,379 Purchased produced sourced for resale 350,671 325,556 642,953 625,142 Direct internally developed software amortization 13,681 10,883 29,347 21,105 Total direct costs $ 3,456,993 $ 3,806,822 $ 6,846,311 $ 7,571,626 Gross profit & Gross profit margin $ 679,550 16.4% $ 676,526 15.1% $ 1,336,972 16.3% $ 1,324,033 14.9% Plus: Direct internally developed software amortization 13,681 10,883 29,347 21,105 Adjusted gross profit/Adjusted gross profit margin $ 693,231 16.8% $ 687,409 15.3% $ 1,366,319 16.7% $ 1,345,138 15.1% Non-GAAP Reconciliations
Non-GAAP Reconciliations 22 Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture is a similar non-GAAP financial measure to adjusted operating margin, but also excludes the impact of restructuring, lease impairment, and/or losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture are presented below: Three Months Ended June 30 Six Months Ended June 30, $ in thousands 2025 2024 2025 2024 Total Revenues $ 4,136,543 $ 4,483,348 $ 8,183,283 $ 8,895,659 Income from operations 215,919 178,090 392,772 305,223 Operating margin 5.2% 4.0% 4.8% 3.4% Adjusted gross profit $ 693,231 $ 687,409 $ 1,366,319 $ 1,345,138 Income from operations 215,919 178,090 392,772 305,223 Adjusted operating margin 31.1% 25.9% 28.7% 22.7% Adjusted gross profit $ 693,231 $ 687,409 $ 1,366,319 $ 1,345,138 Adjusted income from operations(1) 220,229 193,279 405,695 333,355 Adjusted operating margin - excluding restructuring, lease impairment charge, and/or loss on divestiture 31.8% 28.1% 29.7% 24.8% 1. In the Three Months Ended June 30, 2025, we incurred expenses of $3.9 million primarily related to workforce reductions and $0.4 million of other charges. In the Six Months Ended June 30, 2025, we incurred expenses of $5.1 million primarily related to workforce reductions and $7.8 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building. In the Three Months Ended June 30, 2024, we incurred restructuring expenses of $9.4 million related to workforce reductions and $5.7 million of other charges, primarily related to charges to reduce our facilities footprint. In the Six Months Ended June 30, 2024, we incurred restructuring expenses of $17.4 million related to workforce reductions and $10.7 million of other charges, primarily related to an impairment of internally developed software and charges to reduce our facilities footprint.
Non-GAAP Reconciliations 23 Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring, lease impairment, and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 163,991 $ 51,330 $ 598 $ 215,919 $ 307,662 $ 94,273 $ (9,163) $ 392,772 Severance and other personnel expenses 677 2,576 635 3,888 677 2,576 1,822 5,075 Other selling, general, and administrative expenses — — 422 422 — — 7,848 7,848 Total adjustments to income (loss) from operations(1)(2) 677 2,576 1,057 4,310 677 2,576 9,670 12,923 Adjusted income (loss) from operations $ 164,668 $ 53,906 $ 1,655 $ 220,229 $ 308,339 $ 96,849 $ 507 $ 405,695 Adjusted gross profit $ 432,248 $ 187,581 $ 73,402 $ 693,231 $ 850,572 $ 372,209 $ 143,538 $ 1,366,319 Adjusted income (loss) from operations 164,668 53,906 1,655 220,229 308,339 96,849 507 405,695 Adjusted operating margin - excluding lease impairment charge, restructuring, and loss on divestiture 38.1% 28.7% N/M 31.8% 36.3% 26.0% N/M 29.7% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 152,471 $ 1.26 $ 287,773 $ 2.37 Lease impairment charge, pre-tax — — 6,259 0.05 Restructuring and related costs, pre-tax 3,881 0.04 3,881 0.03 Loss on divestiture, pre-tax 429 0.00 2,783 0.02 Tax effect of adjustments (1,005) (0.01) (2,031) (0.01) Adjusted net income and per share (diluted) $ 155,776 $ 1.29 $ 298,665 $ 2.46 1. The Three Months Ended June 30, 2025 includes severance and other personnel expenses of $3.9 million related to workforce reductions and $0.4 million of other charges. 2. The Six Months Ended June 30, 2025 includes severance and other personnel expenses of $5.1 million primarily related to workforce reductions and $7.8 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.
Non-GAAP Reconciliations 24 Our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of restructuring, lease impairment, and/or losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding restructuring, lease impairment charge and/or loss on divestiture, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 141,102 $ 40,982 $ (3,994) $ 178,090 $ 249,997 $ 72,534 $ (17,308) $ 305,223 Severance and other personnel expenses 4,758 2,179 2,508 9,445 7,784 5,394 4,209 17,387 Other selling, general, and administrative expenses 3,776 1,331 637 5,744 5,654 1,592 3,499 10,745 Total adjustments to income (loss) from operations(1)(2) 8,534 3,510 3,145 15,189 13,438 6,986 7,708 28,132 Adjusted income (loss) from operations $ 149,636 $ 44,492 $ (849) $ 193,279 $ 263,435 $ 79,520 $ (9,600) $ 333,355 Adjusted gross profit $ 419,657 $ 184,067 $ 83,685 $ 687,409 $ 816,767 $ 364,112 $ 164,259 $ 1,345,138 Adjusted income (loss) from operations 149,636 44,492 (849) 193,279 263,435 79,520 (9,600) 333,355 Adjusted operating margin - excluding restructuring 35.7% 24.2% N/M 28.1% 32.3% 21.8% N/M 24.8% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 126,251 $ 1.05 $ 219,155 $ 1.83 Restructuring and related costs, pre-tax 15,189 0.13 28,132 0.24 Tax effect of adjustments (3,645) (0.03) (6,746) (0.06) Adjusted net income and per share (diluted) $ 137,795 $ 1.15 $ 240,541 $ 2.01 1. The Three Months Ended June 30, 2024 includes severance and other personnel expenses of $9.4 million related to workforce reductions and $5.7 million of other charges, primarily related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases. 2. The Six Months Ended June 30, 2024 includes severance and other personnel expenses of $17.4 million related to workforce reductions and $10.7 million of other charges, primarily related to an impairment of internally developed software and charges related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases.
2024 INVESTOR DAY Thank you INVESTOR RELATIONS: Chuck Ives 952-683-2508 chuck.ives@chrobinson.com