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Item 2 — Management's Discussion and Analysis
C.h. Robinson Worldwide, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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 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 ability to achieve 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 upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms; cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage 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, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 13, 2026, 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 largest global logistics providers in the world. As a leader in Lean AI supply chains, we deliver logistics like no one else. For more than a century, companies everywhere have looked to us to reimagine how goods move. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.
Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profits are calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profits to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profits and adjusted gross profit margin.
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The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Transportation $ 4,524,773 $ 3,746,660 $ 8,168,484 $ 7,468,575
Sourcing 409,325 389,883 778,548 714,708
Total revenues 4,934,098 4,136,543 8,947,032 8,183,283
Costs and expenses:
Purchased transportation and related services 3,828,412 3,092,641 6,843,722 6,174,011
Purchased products sourced for resale 367,720 350,671 704,851 642,953
Direct internally developed software amortization 12,038 13,681 25,900 29,347
Total direct costs 4,208,170 3,456,993 7,574,473 6,846,311
Gross profits / Gross profit margin 725,928 14.7% 679,550 16.4% 1,372,559 15.3% 1,336,972 16.3%
Plus: Direct internally developed software amortization 12,038 13,681 25,900 29,347
Adjusted gross profits / Adjusted gross profit margin $ 737,966 15.0% $ 693,231 16.8% $ 1,398,459 15.6% $ 1,366,319 16.7%
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profits. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profits, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Total revenues $ 4,934,098 $ 4,136,543 $ 8,947,032 $ 8,183,283
Income from operations 255,743 215,919 431,429 392,772
Operating margin 5.2% 5.2% 4.8% 4.8%
Adjusted gross profits $ 737,966 $ 693,231 $ 1,398,459 $ 1,366,319
Income from operations 255,743 215,919 431,429 392,772
Adjusted operating margin 34.7% 31.1% 30.9% 28.7%
MARKET TRENDS
The North American surface transportation market continued to tighten during the second quarter of 2026, extending the trend that emerged in late 2025 and accelerated in early 2026. Carrier capacity contracted further as regulatory enforcement activity impacting driver availability, combined with elevated operating costs, continued to strain capacity. These supply-side dynamics, rather than a meaningful recovery in underlying freight demand, remained the primary driver of higher transportation rates, with truckload spot rates rising sharply on a year-over-year basis. Seasonal produce and beverage demand, along with disruptive events such as the International Roadcheck enforcement period, further tightened regional capacity and contributed to temporary spikes in spot rates. As truckload rates increased, some shippers shifted freight to less-than-truckload solutions to improve transportation efficiency and manage costs, contributing to stronger demand trends in portions of the less than truckload (“LTL”) market. In addition, escalating geopolitical tensions in the Middle East disrupted global oil flows and drove diesel fuel prices to multi-year highs during the quarter before easing later in the period, adding further cost pressure and volatility to all-in transportation rates. Underlying freight demand remained subdued, and industry freight volumes, as measured by the Cass Freight Index, declined 3.3 percent in the second quarter of 2026 compared to the second quarter of 2025.
One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business. This metric measures the average number of carriers contacted before securing a transportation provider. A routing
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guide depth of 1 would be perfect performance and 2 would be extremely poor. The average routing guide depth in the second quarter of 2026 was 1.4 compared to 1.3 in the second quarter of 2025, reflecting a further tightening of the market compared to the prior year.
During the second quarter of 2026, the global forwarding market remained driven primarily by supply-side dynamics rather than underlying demand conditions. Market conditions were shaped by intensifying geopolitical disruption, elevated fuel costs, and ocean carriers' continued capacity management actions, including blank sailings. Ongoing conflict in the Middle East severely constrained transits and continued the rerouting of Asia-to-Europe vessels around the Cape of Good Hope, which continues to extend transit times and reduced effective capacity. Ocean freight rates rose sharply during the second quarter of 2026 as these supply-side pressures, combined with the early onset of peak-season demand and customer front-loading of holiday and retail inventory, outpaced available capacity. Rate increases were further amplified by conflict and fuel-related surcharges, rather than by a broad-based recovery in underlying freight demand. The air freight market experienced a similar supply-driven tightening, as airspace restrictions and reduced carrier operations in the Middle East contracted global cargo capacity, lengthened flight routings, and increased operating costs, although capacity began to stabilize late in the quarter. These constraints, together with a sharp increase in jet fuel prices, drove air freight rates meaningfully higher during the quarter.
Looking ahead, conflict-related disruptions, the pace of capacity normalization, and evolving trade and tariff policy are likely to continue to drive volatility in ocean and air freight pricing in the near term, although the ultimate extent and duration remain uncertain.
BUSINESS TRENDS
Our surface transportation business continued to operate in a rising cost environment during the second quarter of 2026, as discussed in the Market Trends section. As a result of these tightening market conditions, our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 percent during the second quarter of 2026 compared to the second quarter of 2025. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 25.5 percent during the second quarter of 2026 compared to the second quarter of 2025. The sharper acceleration in cost relative to rate reflected the supply-driven tightening described above, as carrier capacity contraction and diesel fuel price volatility drove costs higher faster than contractual rates could reprice. In truckload, our adjusted gross profit per transaction declined modestly, as we worked with our customers to honor our contractual commitments while actively repricing contractual rates to reflect the changing market dynamics and also capture higher-margin opportunities in the spot market. Our combined North American Surface Transportation ("NAST") truckload and LTL volume increased approximately 1.5 percent year-over-year in the second quarter of 2026, outperforming the Cass Freight Index, which declined 3.3 percent compared to the second quarter of 2025.
Our global forwarding results in the second quarter of 2026 were largely in-line with the market trends discussed above. Our ocean freight shipments increased 1.0 percent compared to the second quarter of 2025, as early onset peak-season demand and customer front-loading of holiday and retail inventory supported volumes, even as carrier blank sailings and the continued rerouting of vessels related to Middle East conflicts continued to reduce effective capacity. This modest increase was achieved against a volatile second quarter of 2025 that was heavily impacted by significant policy shifts and changing global tariff rates. Our air freight tonnage decreased 7.5 percent compared to the second quarter of 2025, reflecting a supply-driven contraction in global cargo capacity from Middle East airspace restrictions and reduced carrier operations, which elevated air freight rates and constrained demand during the quarter.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select second quarter 2026 year-over-year operating comparisons to the second quarter 2025:
•Total revenues increased 19.3 percent to $4.9 billion, primarily driven by higher pricing in our truckload, LTL, air, and ocean services.
•Gross profits increased 6.8 percent to $725.9 million. Adjusted gross profits increased 6.5 percent to $738.0 million, primarily driven by higher adjusted gross profit per transaction in our LTL and air services and higher volume in our LTL services.
•Personnel expenses increased 0.9 percent to $338.5 million, primarily due to higher incentive compensation reflecting our strong operating performance. This was partially offset by cost optimization efforts and productivity improvements. Average employee headcount decreased 10.8 percent.
•Other selling, general, and administrative (“SG&A”) expenses increased 1.2 percent to $143.8 million primarily due to increases across several expense categories.
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•Income from operations increased 18.4 percent to $255.7 million, due to the increase in adjusted gross profit, partially offset by the increase in operating expenses.
•Adjusted operating margin of 34.7 percent increased 360 basis points.
•Interest and other income/expense, net totaled $17.9 million of expense, consisting primarily of $16.9 million of interest expense, which increased $0.1 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The second quarter of 2026 results also include a $1.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate in the quarter was 21.5 percent compared to 21.4 percent in the second quarter last year.
•Net income totaled $186.8 million, an increase of 22.5 percent from a year ago.
•Diluted earnings per share increased 23.8 percent to $1.56.
•Cash flow from operations decreased $229.2 million, primarily driven by a sequential increase in net operating working capital.
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % change 2026 2025 % change
Revenues:
Transportation $ 4,524,773 $ 3,746,660 20.8 % $ 8,168,484 $ 7,468,575 9.4 %
Sourcing 409,325 389,883 5.0 % 778,548 714,708 8.9 %
Total revenues 4,934,098 4,136,543 19.3 % 8,947,032 8,183,283 9.3 %
Costs and expenses:
Purchased transportation and related services 3,828,412 3,092,641 23.8 % 6,843,722 6,174,011 10.8 %
Purchased products sourced for resale 367,720 350,671 4.9 % 704,851 642,953 9.6 %
Personnel expenses 338,472 335,322 0.9 % 691,195 683,875 1.1 %
Other selling, general, and administrative expenses 143,751 141,990 1.2 % 275,835 289,672 (4.8) %
Total costs and expenses 4,678,355 3,920,624 19.3 % 8,515,603 7,790,511 9.3 %
Income from operations 255,743 215,919 18.4 % 431,429 392,772 9.8 %
Interest and other income/expense, net (17,878) (22,026) (18.8) % (26,891) (42,077) (36.1) %
Income before provision for income taxes 237,865 193,893 22.7 % 404,538 350,695 15.4 %
Provision for income taxes 51,079 41,422 23.3 % 70,519 62,922 12.1 %
Net income $ 186,786 $ 152,471 22.5 % $ 334,019 $ 287,773 16.1 %
Diluted net income per share $ 1.56 $ 1.26 23.8 % $ 2.78 $ 2.37 17.3 %
Average employee headcount 11,471 12,858 (10.8) % 11,599 13,166 (11.9) %
Adjusted gross profit margin percentage(1)
Transportation 15.4 % 17.5 % (210 bps) 16.2 % 17.3 % (110 bps)
Sourcing 10.2 % 10.1 % 10 bps 9.5 % 10.0 % (50 bps)
Total adjusted gross profit margin 15.0 % 16.8 % (180 bps) 15.6 % 16.7 % (110 bps)
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(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.
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Consolidated Results of Operations—Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025
Total revenues and direct costs. Total transportation revenues and direct costs increased significantly primarily due to higher pricing and costs in our truckload and LTL services, along with higher pricing and costs in our air and ocean services, partially offset by lower air freight tonnage. In our NAST business, tightening market conditions drove higher market pricing across our truckload and LTL services, which was the largest contributor to the year-over-year increase. As discussed in the Market Trends and Business Trends sections, the supply-driven tightening and elevated diesel fuel prices in the market drove all-in transportation rates higher than the prior year. In our global forwarding business, ocean pricing improved as early onset peak-season demand and customer front-loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of vessels related to Middle East conflicts reduced effective capacity. Air pricing similarly increased, reflecting a supply-driven contraction in effective global capacity and a sharp increase in jet fuel prices from Middle East airspace restrictions and longer flight times and constrained demand during the quarter. Our sourcing total revenues and direct costs increased, due to higher volumes with foodservice customers.
Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL and air freight services, as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio within truckload services. The higher adjusted gross profit per transaction in our LTL services reflected stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs. In our truckload services, higher transactional, or spot, market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions. Sourcing adjusted gross profits increased, due to higher volume with foodservice customers.
Operating expenses. Personnel expenses increased primarily due to higher incentive compensation reflecting our strong operating performance. This impact was partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount. Other SG&A expenses increased primarily due to increases across several expense categories.
Our personnel expenses in the second quarter of 2026 included $8.0 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program. In addition, other SG&A expenses included a net $0.5 million gain driven by the favorable termination of an operating lease, also associated with the program. Refer to Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.
Our personnel expenses for the second quarter of 2025 included $3.9 million of severance and related personnel expenses associated with our 2025 Restructuring Program. In addition, other SG&A expenses included $0.4 million of expenses resulting from the divestiture of our Europe Surface Transportation business. Refer to Note 14, Divestitures, for further discussion related to the divestiture of our Europe Surface Transportation business.
Interest and other income/expense, net. Interest and other income/expense, net primarily consisted of interest expense of $16.9 million which increased $0.1 million during the second quarter of 2026, due to a higher average debt balance, partially offset by lower variable interest rates. The current period included a $1.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses. The second quarter of 2025 included a $4.9 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes. Our effective income tax rate was 21.5 percent for the second quarter of 2026 compared to 21.4 percent for the second quarter of 2025. The effective income tax rate for the second quarter of 2026 was higher than the statutory federal income tax rate primarily due to state income tax expense, net of federal benefit, which increased the effective tax rate by 2.1 percentage points and by non-deductible executive compensation expenses, which increased the effective tax rate by 1.5 percentage points. These impacts were partially offset by the tax benefit of share-based payment awards, and foreign tax credits. The effective income tax rate for the second quarter of 2025 was higher than the statutory federal income tax rate primarily due to state income tax expense, net of federal benefit, which increased the effective tax rate by 2.3 percentage points. This impact was partially offset by foreign tax credits which decreased the effective income tax rate by 1.9 percentage points during the second quarter of 2025.
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Consolidated Results of Operations—Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Total revenues and direct costs. Total revenues and direct costs increased primarily due to higher pricing and costs in our truckload and LTL services and higher pricing in our air freight services, partially offset by lower volumes in truckload, ocean, and air freight. In our NAST business, tightening market conditions drove higher market pricing and costs across our truckload and LTL services. The supply-side market tightening that emerged in late 2025 and continued into 2026, along with elevated diesel fuel prices, drove all-in transportation rates higher than the prior year. In our global forwarding business, air freight pricing and costs increased, reflecting a contraction in effective global capacity from Middle East conflicts, which drove airspace restrictions and longer flight times along with a sharp increase in jet fuel prices. Ocean pricing and costs increased later in the period as early onset peak-season demand and customer front-loading of holiday and retail inventory supported rates, even as carrier blank sailings and the continued rerouting of vessels related to those same conflicts reduced effective capacity. Our sourcing total revenues and direct costs increased primarily due to higher volumes with retail and foodservice customers.
Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL and air services, partially offset by lower volume in our truckload, ocean, and air freight services. The higher adjusted gross profit per transaction in our LTL services was driven primarily by stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs. Our adjusted gross profits in truckload services decreased reflecting a decline in volumes as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio. Sourcing adjusted gross profits increased due to higher volumes with foodservice customers, partially offset by margin compression, primarily with retail customers.
Operating expenses. Personnel expenses increased primarily due to higher restructuring charges related to workforce reductions. These increases were partially offset by cost optimization initiatives and productivity improvements, including a lower average employee headcount. Other SG&A expenses decreased primarily due to lower occupancy costs and reductions across several expense categories. The decline in occupancy costs was driven by a $6.3 million impairment charge related to our Kansas City regional center recorded in the prior-year period, together with ongoing facilities footprint optimization efforts.
Our personnel expenses for the six months ended June 30, 2026 included $26.8 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program. In addition, other SG&A included $0.9 million of expense also associated with the program. Refer to Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.
Our personnel expenses for the six months ended June 30, 2025 included $5.1 million of severance and related personnel expenses incurred in connection with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business. In addition, other SG&A included $7.8 million of expense also associated with the divestiture and the Kansas City regional center impairment discussed above.
Interest and other income/expense, net. Interest and other income/expense, net primarily consisted of interest expense of $30.9 million, which decreased $2.7 million driven by lower variable interest rates and a lower average debt balance compared to the prior year. The six months ended June 30, 2026 included a $0.3 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to an $8.3 million net loss in the prior year.
Provision for income taxes. Our effective income tax rate was 17.4 percent for the six months ended June 30, 2026 and 17.9 percent for the six months ended June 30, 2025. The effective income tax rate for the six months ended June 30, 2026 was lower than the statutory federal income tax rate primarily due to the tax benefit of share-based payment awards and foreign tax credits, which decreased the effective tax rate by 9.1 percentage points and 1.1 percentage points, respectively. These impacts were partially offset by non-deductible executive compensation expenses and state income tax expense, net of federal benefit, which increased the effective tax rate by 3.6 percentage points and 2.3 percentage points, respectively. The effective income tax rate for the six months ended June 30, 2025 was lower than the statutory federal income tax rate primarily due to the tax benefit of share-based payment awards, foreign tax credits, and U.S. tax credits and incentives, which decreased the effective tax rate by 2.9 percentage points, 1.9 percentage points, and 1.6 percentage points, respectively. These impacts were partially offset by state income tax expense, net of federal benefit which increased the effective tax rate by 2.2 percentage points.
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NAST Segment Results of Operations
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2026 2025 % change 2026 2025 % change
Total revenues $ 3,593,269 $ 2,918,227 23.1 % $ 6,540,592 $ 5,786,647 13.0 %
Costs and expenses:
Purchased transportation and related services 3,123,880 2,485,979 25.7 % 5,640,126 4,936,075 14.3 %
Personnel expenses 158,291 158,174 0.1 % 334,387 320,984 4.2 %
Other selling, general, and administrative expenses 121,253 110,083 10.1 % 231,104 221,926 4.1 %
Total costs and expenses 3,403,424 2,754,236 23.6 % 6,205,617 5,478,985 13.3 %
Income from operations $ 189,845 $ 163,991 15.8 % $ 334,975 $ 307,662 8.9 %
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % change 2026 2025 % change
Average employee headcount 4,671 5,283 (11.6) % 4,732 5,283 (10.4) %
Service line volume statistics
Truckload 0.5 % (1.5) %
LTL 2.0 % 2.0 %
Adjusted gross profits(1)
Truckload $ 261,895 $ 261,492 0.2 % $ 509,202 $ 513,498 (0.8) %
LTL 183,157 150,505 21.7 % 344,833 296,859 16.2 %
Other 24,337 20,251 20.2 % 46,431 40,215 15.5 %
Total adjusted gross profits $ 469,389 $ 432,248 8.6 % $ 900,466 $ 850,572 5.9 %
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(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025
Total revenues and direct costs. NAST total revenues and direct costs increased significantly primarily due to higher pricing and costs in our truckload and LTL services, including higher fuel surcharges. Tightening market conditions drove higher market pricing across our truckload and LTL services, which was the largest contributor to the year-over-year increase, with volumes also increasing in both truckload and LTL services. As discussed in the Market Trends and Business Trends sections, the supply-driven tightening and elevated diesel fuel prices in the market drove all-in transportation rates higher than the prior year. Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 25.5 percent in the second quarter of 2026 compared to the second quarter of 2025. Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 percent in the second quarter of 2026 compared to the second quarter of 2025.
Gross profits and adjusted gross profits. NAST adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL services, as higher adjusted gross profit per transaction from the transactional market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio within truckload services. The higher adjusted gross profit per transaction in our LTL services reflected stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs. In our truckload services, higher transactional, or spot, market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to our contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.
Operating expenses. NAST personnel expenses increased primarily due to higher incentive compensation reflecting our strong operating performance. This impact was partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount. NAST other SG&A expenses increased primarily due to higher claims expense and higher allocated corporate expenses partially offset by declines across several expense categories.
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NAST personnel expenses in the second quarter of 2026 included $2.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program. Other SG&A expenses also included $0.1 million of restructuring costs. NAST personnel expenses in the second quarter of 2025 included $0.7 million of severance and related personnel expenses also associated with the same program. Refer to Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.
The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are included within each segment’s other SG&A expenses, and are allocated based upon relevant segment operating metrics.
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Total revenues and direct costs. NAST total revenues and direct costs increased significantly primarily due to higher market pricing and costs in our truckload and LTL services, including higher fuel surcharges. Tightening market conditions drove higher market pricing across our truckload and LTL services. This supply-driven tightening, which emerged in late 2025 and continued into 2026, together with elevated diesel fuel prices, drove all-in transportation rates higher than the prior year. LTL volumes increased for the year-to-date period, while truckload volumes decreased, reflecting a decline in the first quarter that was only partially offset by modest growth in the second quarter. Our average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 18.5 percent. Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 21.5 percent.
Gross profits and adjusted gross profits. NAST adjusted gross profits increased, driven primarily by higher adjusted gross profit per transaction in our LTL services. The higher adjusted gross profit per transaction in our LTL services reflected stronger demand and favorable pricing dynamics as some customers shifted freight to LTL solutions in response to rising truckload transportation costs, along with increased LTL volumes. Adjusted gross profits in our truckload services decreased, reflecting a decline in volumes, as higher adjusted gross profit per transaction from the transactional, or spot, market was mostly offset by lower adjusted gross profit per transaction in our contractual portfolio. The higher transactional market adjusted gross profit per transaction reflected our ability to capture higher-margin opportunities as spot market costs rose, while the lower contractual market adjusted gross profit per transaction reflected the sharper acceleration in carrier costs relative to our contractual rates, as we worked with our customers to honor our contractual commitments while actively repricing to reflect the changing market conditions.
Operating expenses. NAST personnel expenses increased driven by higher restructuring charges related to workforce reductions and higher incentive compensation reflecting our strong operating performance. These increases were partially offset by cost optimization efforts and productivity improvements, including lower average employee headcount. NAST other SG&A expenses increased primarily due to higher allocated corporate expenses and higher claims expense.
NAST personnel expenses in the six months ended June 30, 2026 included $18.1 million of severance and related personnel expenses associated with our 2025 Restructuring Program. Other SG&A expenses also included $0.2 million of restructuring costs. NAST personnel expenses in the six months ended June 30, 2025 included $0.7 million of severance and related personnel expenses also associated with the same program.
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Global Forwarding Segment Results of Operations
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2026 2025 % change 2026 2025 % change
Total revenues $ 896,604 $ 797,800 12.4 % $ 1,561,334 $ 1,572,688 (0.7) %
Costs and expenses:
Purchased transportation and related services 707,774 610,219 16.0 % 1,210,213 1,200,479 0.8 %
Personnel expenses 79,068 88,059 (10.2) % 157,965 175,788 (10.1) %
Other selling, general, and administrative expenses 48,792 48,192 1.2 % 100,502 102,148 (1.6) %
Total costs and expenses 835,634 746,470 11.9 % 1,468,680 1,478,415 (0.7) %
Income from operations $ 60,970 $ 51,330 18.8 % $ 92,654 $ 94,273 (1.7) %
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % change 2026 2025 % change
Average employee headcount 3,699 4,436 (16.6) % 3,767 4,469 (15.7) %
Service line volume statistics
Ocean 1.0 % (4.5) %
Air (7.5) % (11.0) %
Customs (2.0) % (2.0) %
Adjusted gross profits(1)
Ocean $ 104,885 $ 107,877 (2.8) % $ 194,714 $ 223,160 (12.7) %
Air 41,930 33,991 23.4 % 74,065 66,288 11.7 %
Customs 31,787 35,099 (9.4) % 64,107 62,034 3.3 %
Other 10,228 10,614 (3.6) % 18,235 20,727 (12.0) %
Total adjusted gross profits $ 188,830 $ 187,581 0.7 % $ 351,121 $ 372,209 (5.7) %
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(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025
Total revenues and direct costs. Global Forwarding total revenues and direct costs increased primarily driven by higher pricing and costs in air services, including the impact of higher fuel surcharges, along with higher pricing and costs in ocean services, and to a lesser extent, an increase in ocean volumes. These increases were partially offset by lower air freight tonnage. Air pricing increased, reflecting a supply-driven contraction in effective global capacity and a sharp increase in jet fuel prices resulting from Middle East airspace restrictions and longer flight routings, along with constrained demand during the quarter. Ocean pricing increased as the early onset of peak-season demand and customer front-loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of Asia-to-Europe vessels related to Middle East conflicts reduced effective capacity.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits increased, primarily driven by a higher adjusted gross profit per shipment in air services, attributable to the elevated global air freight pricing discussed above. This increase was partially offset by lower adjusted gross profits in ocean and customs services. Ocean adjusted gross profits declined, driven by a lower adjusted gross profit per shipment as purchased transportation costs increased faster than customer pricing, partially offset by higher volumes, as discussed above. Customs adjusted gross profits decreased compared to the elevated levels in the prior year, which benefited from higher duty advance fees reflecting elevated global tariff rates.
Operating expenses. Personnel expenses decreased driven by cost optimization efforts and productivity improvements including lower average employee headcount and lower incentive compensation expense. Global Forwarding other SG&A expenses increased primarily due to higher allocated corporate expenses.
Global Forwarding personnel expenses in the second quarter of 2026 included $3.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program. Other SG&A expenses included a $0.8 million gain resulting from
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the favorable termination of an operating lease also associated with the program. Global Forwarding personnel expenses for the second quarter of 2025 included $2.6 million of severance and related personnel expenses also associated with the same program. Refer to Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Total revenues and direct costs. Global Forwarding total revenues decreased, primarily driven by lower volumes in both ocean and air freight services and, to a lesser extent, lower pricing in ocean services. These decreases were mostly offset by higher pricing in air services, including the impact of higher fuel surcharges. The higher pricing in the air freight market also contributed to an increase in purchased transportation costs compared to the prior year. Ocean and air freight volumes declined from the elevated levels experienced in the first half of 2025, which benefited from accelerated shipping activity ahead of anticipated tariff implementations. Ocean pricing was pressured early in the period by excess vessel capacity in the market, before strengthening later in the period as the early onset of peak‑season demand and customer front‑loading of holiday and retail inventory supported volumes and rates, even as carrier blank sailings and the continued rerouting of Asia‑to‑Europe vessels related to Middle East conflicts reduced effective capacity. Air freight pricing increased, reflecting a supply‑driven contraction in effective global capacity and a sharp increase in jet fuel prices resulting from Middle East airspace restrictions and longer flight routings, even as air freight tonnage declined amid constrained demand.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits decreased, primarily driven by a lower adjusted gross profit per shipment in ocean services and lower ocean volumes. The decline in ocean adjusted gross profit per shipment was attributable to excess vessel capacity that significantly reduced pricing earlier in the period, and, later in the period, to purchased transportation costs increasing faster than customer pricing. These declines were partially offset by a higher adjusted gross profit per shipment in air services, attributable to the elevated global air freight pricing discussed above, partially offset by lower air freight volumes.
Operating expenses. Personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average employee headcount, in addition to lower incentive compensation. Other SG&A expenses decreased with reductions across several expense categories partially offset by higher allocated corporate expenses.
Global Forwarding personnel expenses for the six months ended June 30, 2026 included $4.1 million of severance and related personnel expenses associated with our 2025 Restructuring Program. Other SG&A expenses also included $0.6 million of restructuring costs. Global Forwarding personnel expenses for the six months ended June 30, 2025 included $2.6 million of severance and related personnel expenses also associated with the same program.
All Other and Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2026 2025 % change 2026 2025 % change
Total revenues $ 444,225 $ 420,516 5.6 % $ 845,106 $ 823,948 2.6 %
Income (loss) from operations 4,928 598 N/M 3,800 (9,163) N/M
Adjusted gross profits(1)
Robinson Fresh 47,276 44,395 6.5 % 84,793 82,048 3.3 %
Managed Solutions 32,471 29,007 11.9 % 62,079 56,853 9.2 %
Other Surface Transportation — — N/M — 4,637 (100.0) %
Total adjusted gross profits $ 79,747 $ 73,402 8.6 % $ 146,872 $ 143,538 2.3 %
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(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025
Total revenues and direct costs. Total revenues and direct costs increased primarily due to higher volumes with foodservice customers in our Robinson Fresh business. Total revenues and direct costs in our Managed Solutions business also increased as a result of higher freight under management.
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Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to higher volume with foodservice customers. Managed Solutions adjusted gross profits increased as a result of higher freight under management.
Restructuring, lease impairment charge, and divestiture expenses. All Other and Corporate personnel expenses in the second quarter of 2026 included $3.0 million of severance and related personnel expenses associated with our 2025 Restructuring Program. In addition, we incurred $0.2 million of other SG&A expenses during the second quarter of 2026 related to the program.
All Other and Corporate personnel expenses for the second quarter of 2025 included $0.6 million of severance and related personnel expenses associated with our 2025 Restructuring Program. Other SG&A expenses for the second quarter of 2025 included $0.4 million related to restructuring activities and the divestiture of our Europe Surface Transportation business. Refer to Note 14, Divestitures, for further discussion related to the divestiture of our Europe Surface Transportation business and Note 13, Restructuring, for further discussion related to our 2025 Restructuring Program.
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Total revenues and direct costs. Total revenues and direct costs increased primarily due to higher volumes with retail and foodservice customers in our Robinson Fresh business. These increases were partially offset by lower revenues and direct costs resulting from the divestiture of our Europe Surface Transportation business on February 1, 2025. Total revenues and direct costs in our Managed Solutions business also increased as a result of higher freight under management.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased due to higher volumes with foodservice customers, partially offset by margin compression, primarily with retail customers. Managed Solutions adjusted gross profits increased as a result of higher freight under management. Other Surface Transportation adjusted gross profits decreased due to the divestiture of our Europe Surface Transportation business.
Restructuring, lease impairment charge, and divestiture expenses. All Other and Corporate personnel expenses in the six months ended June 30, 2026, included $4.7 million of severance and related personnel expenses associated with our 2025 Restructuring Program. In addition, we incurred $0.1 million of other SG&A expenses during the six months ended June 30, 2026 related to the program.
All Other and Corporate personnel expenses for the six months ended June 30, 2025, included $1.8 million of severance and related personnel expenses associated with the divestiture of our Europe Surface Transportation business and our 2025 Restructuring Program. Other SG&A expenses for the six months ended June 30, 2025, included a $1.6 million loss related to the divestiture of our Europe Surface Transportation business and a $6.3 million lease impairment charge related to our Kansas City regional center resulting from the execution of a sublease agreement on a portion of the facility.
LIQUIDITY AND CAPITAL RESOURCES
We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (in thousands):
Description Carrying Value as of June 30, 2026 Borrowing Capacity Maturity
Revolving credit facility $ 325,000 $ 1,000,000 November 2027
Senior Notes, Series B 150,000 150,000 August 2028
Senior Notes, Series C 175,000 175,000 August 2033
Receivables Securitization Facility(1) 436,763 500,000 August 2027
Senior Notes(1) 598,254 600,000 April 2028
Total debt $ 1,685,017 $ 2,425,000
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(1) Net of unamortized discounts and issuance costs.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases or other investments.
Cash and cash equivalents totaled $154.6 million as of June 30, 2026, and $160.9 million as of December 31, 2025. Cash and cash equivalents held outside the United States totaled $134.4 million as of June 30, 2026, and $144.9 million as of December 31, 2025.
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We prioritize our investments to grow our market share and expand globally in key industries, trade lanes, and geographies, and to digitize our customer, carrier, and internal tools to support our organic growth. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
Six Months Ended June 30,
2026 2025
Sources (uses) of cash:
Cash provided by operating activities $ 104,497 $ 333,659
Capital expenditures (33,252) (36,241)
Cash used for acquisition (78,948) —
Proceeds from divestiture 11,828 27,737
Cash used for investing activities (100,372) (8,504)
Repurchase of common stock (432,183) (128,767)
Cash dividends (154,300) (152,355)
Net borrowings (payments) on debt 595,000 (24,000)
Other financing activities (19,132) (27,563)
Cash used for financing activities (10,615) (332,685)
Effect of exchange rates on cash and cash equivalents 209 6,985
Net change in cash and cash equivalents $ (6,281) $ (545)
Cash flows from operating activities. The decrease in cash provided by operating activities was primarily driven by an increase in net operating working capital, reflecting higher pricing and costs across many of our services compared to the prior year. In our NAST business, the supply-side market tightening that emerged in late 2025 and continued into 2026 drove higher market pricing and costs across our truckload and LTL services. These conditions, together with elevated diesel fuel prices, contributed to higher all-in transportation rates. In our global forwarding business, air freight pricing and costs increased, reflecting a contraction in effective global capacity from Middle East conflicts, which drove airspace restrictions, longer flight times, and a sharp increase in jet fuel prices, while ocean pricing and costs increased later in the period as early onset peak-season demand and customer front-loading of holiday and retail inventory supported rates. As a result of these market conditions, net operating working capital increased, adversely impacting cash provided by operating activities during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. 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.
Cash flows from 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.
On June 22, 2026, we acquired DeSpir Logistics. Total purchase consideration, net of cash acquired, was approximately $77.8 million, which was paid in cash.
The sale of our Europe Surface Transportation business closed during the first quarter of 2025. We received $27.7 million of consideration at closing during the first quarter of 2025 and $11.8 million of consideration in the first quarter of 2026. Additional installment payments are due in 2026. The remaining consideration due is collateralized by current and future accounts receivable of the Europe Surface Transportation business.
Cash flows from financing activities. Net cash used for financing activities decreased significantly in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by an increase in net borrowings on debt, partially offset by an increase in cash returned to shareholders through share repurchases. Net borrowings on debt increased primarily to fund incremental share repurchases and cash paid for an acquisitions in the six months ended June 30, 2026 compared to the prior year.
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The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program. The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion; however, the company currently expects to execute the share repurchase program over a period of approximately three years. 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 June 30, 2026, 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 for a discussion of recently issued accounting pronouncements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to the company's 2025 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of June 30, 2026, there were no material changes to our critical accounting policies and estimates.