C.H. Robinson Worldwide Inc.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 13:23

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, with consolidated total revenues of $16.2 billion in 2025. 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 is calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profits to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profits and adjusted gross profit margin. The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):
Twelve Months Ended December 31,
2025 2024 2023
Revenues:
Transportation $ 14,823,804 $ 16,353,745 $ 16,372,660
Sourcing 1,408,959 1,371,211 1,223,783
Total revenues 16,232,763 17,724,956 17,596,443
Costs and expenses:
Purchased transportation and related services 12,235,163 13,719,935 13,886,024
Purchased products sourced for resale 1,268,190 1,240,007 1,105,811
Direct internally developed software amortization 58,258 44,308 33,620
Total direct costs 13,561,611 15,004,250 15,025,455
Gross profits/Gross profit margin 2,671,152 16.5 % 2,720,706 15.3 % 2,570,988 14.6 %
Plus: Direct internally developed software amortization 58,258 44,308 33,620
Adjusted gross profits/Adjusted gross profit margin $ 2,729,410 16.8 % $ 2,765,014 15.6 % $ 2,604,608 14.8 %
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, 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):
Twelve Months Ended December 31,
2025 2024 2023
Total revenues $ 16,232,763 $ 17,724,956 $ 17,596,443
Operating income 794,961 669,141 514,607
Operating margin 4.9 % 3.8 % 2.9 %
Adjusted gross profit $ 2,729,410 $ 2,765,014 $ 2,604,608
Operating income 794,961 669,141 514,607
Adjusted operating margin 29.1 % 24.2 % 19.8 %
MARKET TRENDS
Carrier capacity in the North America surface transportation market continued to contract toward the end of 2025 as carriers exited the market. This gradual tightening, coupled with disruptive weather events and incremental pressures from the enforcement of commercial driver regulations, contributed to upward pressure on transportation rates. As a result, the market has become increasingly sensitive, with spot market rates exhibiting sharper than typical reactions to changes in supply and demand conditions. Despite these emerging pressures, the market has not fully transitioned into a sustained upcycle. Key indicators, such as truckload routing guide depth within our Managed Solutions business, have remained at historically low levels for nearly two years. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider. Average routing guide depth was 1.3 in the fourth quarter of 2025, compared to 1.2 for much of the prior two years. While this increase reflects early signs of a tightening market, soft demand conditions and remaining excess capacity continue to temper the pace of the shift.
The global forwarding market continued to face a persistent imbalance in 2025, marked by excess vessel capacity and weak global demand. Despite carriers' ongoing avoidance of the Suez Canal, which has resulted in longer transit times and strain on global networks, vessel capacity has remained elevated. While short periods of rate volatility have occurred due to shifting trade and tariff policies, front-loading, seasonal factors, and carriers' use of blank sailings, international freight rates have largely remained depressed as weak demand outweighed these pressures. Looking ahead, uncertainty persists due to geopolitical and macroeconomic factors, including evolving trade policies, the Red Sea conflict, and carriers' ability to effectively manage excess capacity. Despite this uncertainty, we expect ocean pricing to remain under pressure until global freight demand meaningfully improves. Similar dynamics continue to affect the air freight market. Although demand has shown resilience in certain technology-focused sectors, overall air freight pricing remains sensitive to tariff developments and broader economic conditions, including cost-efficient ocean freight rates.
BUSINESS TRENDS
Our surface transportation results in 2025 reflected the challenging market conditions described above, including the increase in transportation rates as capacity tightened in the market near the end of the year. Throughout the year, we continued to advance our dynamic pricing and costing capabilities, navigating both the prolonged softness in demand and the rising cost environment that emerged toward year-end. These enhanced capabilities allowed us to better react to changing market conditions and led to an improvement in adjusted gross profit per transaction in 2025 compared to 2024. Our average truckload linehaul rate charged to customers, excluding fuel surcharges, increased approximately 2.5 percent during 2025 reflecting our advanced dynamic pricing. Our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent over the same period, reflecting our disciplined costing capabilities. Despite operating in a persistently soft market for much of the year, our combined North American Surface Transportation ("NAST") truckload and LTL volumes significantly outperformed the Cass Freight Index increasing 1.0 percent compared to 2024.
Our Global Forwarding results in 2025 were largely consistent with the market trends discussed above. Throughout the year, we experienced short-lived periods of pricing and volume volatility largely associated with shifting trade policies. Despite this volatility, overall ocean freight rates and volumes declined from the elevated levels observed in 2024, primarily due to excess vessel capacity and weak global consumer demand. Our total ocean freight volumes decreased 4.5 percent while our air freight tonnage decreased 11.5 percent in 2025 compared to the prior year.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select 2025 year-over-year operating comparisons to 2024:
•Total revenues decreased 8.4 percent to $16.2 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.
•Gross profits decreased 1.8 percent to $2.7 billion. Adjusted gross profits decreased 1.3 percent to $2.7 billion, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business, which were partially offset by higher adjusted gross profit per transaction in our LTL, truckload, and customs services.
•Personnel expenses decreased 5.9 percent to $1.4 billion, primarily due to cost-optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business. Average employee headcount decreased 11.5 percent.
•Other selling, general, and administrative ("SG&A") expenses decreased 11.8 percent to $564.3 million, primarily due to a $44.5 million loss in the prior year related to the divestiture of our Europe Surface Transportation business and prior year restructuring charges for impairments related to reducing our facilities footprint. In addition, other SG&A expenses declined across several expense categories in 2025 due to cost optimization efforts.
•Income from operations totaled $795.0 million, up 18.8 percent from last year, due to the decrease in operating expenses. Adjusted operating margin of 29.1 percent increased 490 basis points.
•Interest and other income/expenses, net totaled $72.5 million, which primarily consisted of $63.1 million of interest expense, which decreased $22.8 million versus last year due to a lower average debt balance and lower variable interest rates. The current year results also included an $11.2 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate for 2025 was 18.7 percent compared to 19.6 percent in 2024. The lower rate was driven by higher foreign tax credits, higher tax benefits from share-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, partially offset by a reduced benefit from U.S. tax credits in the current year and non-recurring discrete items in the prior year.
•Net income totaled $587.1 million, up 26.1 percent from a year ago. Diluted earnings per share increased 25.1 percent to $4.83.
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Revenues:
Transportation $ 14,823,804 $ 16,353,745 (9.4) % $ 16,372,660 (0.1) %
Sourcing 1,408,959 1,371,211 2.8 % 1,223,783 12.0 %
Total revenues
16,232,763 17,724,956 (8.4) % 17,596,443 0.7 %
Costs and expenses:
Purchased transportation and related services $ 12,235,163 $ 13,719,935 (10.8) % $ 13,886,024 (1.2) %
Purchased products sourced for resale 1,268,190 1,240,007 2.3 % 1,105,811 12.1 %
Personnel expenses 1,370,158 1,456,249 (5.9) % 1,465,735 (0.6) %
Other selling, general, and administrative expenses 564,291 639,624 (11.8) % 624,266 2.5 %
Total costs and expenses
15,437,802 17,055,815 (9.5) % 17,081,836 (0.2) %
Income from operations
794,961 669,141 18.8 % 514,607 30.0 %
Interest and other expense (72,504) (89,937) (19.4) % (105,421) (14.7) %
Income before provision for income taxes
722,457 579,204 24.7 % 409,186 41.6 %
Provision for income taxes 135,376 113,514 19.3 % 84,057 35.0 %
Net income
$ 587,081 $ 465,690 26.1 % $ 325,129 43.2 %
Diluted net income per share
$ 4.83 $ 3.86 25.1 % $ 2.72 41.9 %
Average employee headcount
12,733 14,386 (11.5) % 16,041 (10.3) %
Adjusted gross profit margin percentage(1)
Transportation 17.5% 16.1% 140 bps 15.2% 90 bps
Sourcing 10.0% 9.6% 40 bps 9.6% - bps
Total adjusted gross profit margin 16.8% 15.6% 120 bps 14.8% 80 bps
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(1)Adjusted gross profit margin is a non-GAAP financial measure explained above.
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2025, to the twelve months ended December 31, 2024. A similar discussion and analysis that compares the twelve months ended December 31, 2024, to the twelve months ended December 31, 2023, can be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our 2024 Annual Report on Form 10-K filed with the SEC on February 14, 2025.
A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K.
Consolidated Results of Operations-Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs.Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, as well as lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services. During 2024, ocean transportation revenues and direct costs were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates. While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers' use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures. Our sourcing total revenue and direct costs increased, driven by increased case volume with retail and foodservice customers.
Gross profits and adjusted gross profits.Our transportation adjusted gross profits decreased due to lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business. These impacts were partially offset by increased adjusted gross profit per transaction in our LTL, truckload, and customs services. The decline in ocean services was largely attributable to the significant reduction in market pricing during 2025, compared to the same period in 2024 discussed above. Conversely, the increase in adjusted gross profit per transaction in LTL and truckload services reflects the continued advancement of our dynamic pricing and costing capabilities. These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery. Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for foodservice and retail customers.
Operating expenses.Personnel expenses decreased, primarily due to cost optimization efforts including lower average employee headcount, as well as the impact of the divestiture of our Europe Surface Transportation business. Other SG&A expenses also decreased, driven by the prior year loss recognized on the divestiture of our Europe Surface Transportation business and prior year restructuring charges related to reducing our facilities footprint. In addition, other SG&A expenses decreased across several expense categories in the current year.
In addition to the above, our personnel expenses for 2025 included $30.0 million of severance and related personnel expenses related to our 2025 Restructuring Program. In addition, other SG&A expenses for 2025 included $2.5 million of expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business. We also incurred $8.8 million in other SG&A expenses in 2025, primarily from 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.
Our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program. We also incurred $66.2 million in other SG&A expenses in 2024. These expenses were primarily due to a $44.5 million loss related to the divestiture of our Europe Surface Transportation business and $21.9 million related to our 2024 Restructuring Program. Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs. Refer to Note 15, 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 was $72.5 million, primarily consisting of $63.1 million of interest expense, which decreased $22.8 million compared to the prior year due to a lower average debt balance and lower variable interest rates. The current year also included an $11.2 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses. The prior year included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes.Our effective income tax rate was 18.7 percent in 2025 and 19.6 percent in 2024. The lower rate was driven by higher foreign tax credits, higher tax benefits from shared-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, which reduced our effective tax rate compared to the prior year by 4.2 percentage points, 2.6 percentage points, and 1.3 percentage points, respectively. These reductions were partially offset by a lower benefit from U.S. tax credits and non-recurring discrete items in the prior year, which increased our effective tax rate compared to the prior year by 5.4 percentage points and 1.1 percentage points, respectively.
NAST Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 11,562,714 $ 11,727,539 (1.4) % $ 12,471,075 (6.0) %
Costs and expenses:
Purchased transportation and related services 9,856,385 10,086,344 (2.3) % 10,877,221 (7.3) %
Personnel expenses 643,979 669,611 (3.8) % 662,037 1.1 %
Other selling, general, and administrative expenses 440,514 440,292 0.1 % 471,857 (6.7) %
Total costs and expenses
10,940,878 11,196,247 (2.3) % 12,011,115 (6.8) %
Income from operations $ 621,836 $ 531,292 17.0 % $ 459,960 15.5 %
Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Average employee headcount
5,158 5,696 (9.4) % 6,469 (11.9) %
Service line volume statistics
Truckload 0.5 % (2.5) %
LTL 1.5 % 2.5 %
Adjusted gross profits(1)
Truckload $ 1,024,228 $ 994,722 3.0 % $ 943,674 5.4 %
LTL 603,116 565,892 6.6 % 543,657 4.1 %
Other 78,985 80,581 (2.0) % 106,523 (24.4) %
Total adjusted gross profits $ 1,706,329 $ 1,641,195 4.0 % $ 1,593,854 3.0 %
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(1)Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs.NAST total revenues and direct costs decreased primarily due to lower fuel surcharges driven by a year-over-year decrease in diesel fuel prices and a shorter average length of haul in truckload services. These declines were partially offset by increased LTL and truckload volumes and an increase in truckload linehaul rates. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 2.5 percent. Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent.
Gross profits and adjusted gross profits. NAST adjusted gross profits increased driven by higher adjusted gross profits per transaction in both truckload and LTL services. The improvement was driven by the continued advancement of our dynamic pricing and costing capabilities. These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery. NAST other adjusted gross profits decreased, primarily due to a decrease in warehousing services.
Operating expenses.NAST personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average headcount. NAST other SG&A expenses were flat as higher allocated corporate expenses were offset by lower expenditures on purchased services, including contingent worker expenses, and lower occupancy expense.
In addition to the above, NAST personnel expenses for 2025 included $10.2 million of severance and related personnel expenses. We also incurred $0.4 million in restructuring related other SG&A expenses in 2025. These expenses were both associated with our 2025 Restructuring Program. Personnel expenses for 2024 included $10.2 million of severance and related personnel expenses. We also incurred $6.9 million in restructuring related other SG&A expenses in 2024. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 14, Restructuring,for further discussion related to our 2025 and 2024 Restructuring Programs.
The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining
corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment's other SG&A expenses and allocated based upon relevant segment operating metrics.
Global Forwarding Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 3,090,018 $ 3,805,018 (18.8) % $ 2,997,704 26.9 %
Costs and expenses:
Purchased transportation and related services 2,348,097 3,002,469 (21.8) % 2,308,339 30.1 %
Personnel expenses 349,955 371,576 (5.8) % 366,464 1.4 %
Other selling, general, and administrative expenses 208,183 218,497 (4.7) % 237,071 (7.8) %
Total costs and expenses
2,906,235 3,592,542 (19.1) % 2,911,874 23.4 %
Income from operations $ 183,783 $ 212,476 (13.5) % $ 85,830 147.6 %
Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Average employee headcount
4,284 4,678 (8.4) % 5,222 (10.4) %
Service line volume statistics
Ocean (4.5) % 5.5 %
Air (11.5) % 17.0 %
Customs 1.0 % 4.5 %
Adjusted gross profits(1)
Ocean $ 432,531 $ 519,878 (16.8) % $ 420,826 23.5 %
Air 134,716 134,289 0.3 % 121,978 10.1 %
Customs 132,798 107,485 23.6 % 97,095 10.7 %
Other 41,876 40,897 2.4 % 49,466 (17.3) %
Total adjusted gross profits $ 741,921 $ 802,549 (7.6) % $ 689,365 16.4 %
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(1)Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. Global Forwarding total revenues and direct costs decreased driven by significantly lower pricing and purchased transportation costs in ocean services, in addition to lower volume in our ocean services. In 2024, ocean transportation revenues and direct costs were elevated due to global supply chain disruptions, including the Red Sea conflict, which strained capacity and elevated ocean freight rates. While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers' use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures. Many of these same market dynamics contributed to declines in total revenues and direct costs within our air freight services. During 2024, disruptions in the ocean freight market and heightened ecommerce demand out of North Asia increased air freight volumes and pricing in certain trade lanes. This contrasted with the comparatively weak consumer demand environment in 2025, which contributed to lower pricing and direct costs and lower volumes in air freight services.
Gross profits and adjusted gross profits.Global Forwarding adjusted gross profits decreased driven by lower adjusted gross profit per shipment and lower volumes in ocean services. The decline in adjusted gross profit per shipment in ocean services reflected the significant reduction in market pricing during 2025 compared to the same period in 2024, as discussed above. Partially offsetting the decline, customs adjusted gross profits increased, driven by higher duty advance fees reflecting elevated global tariff rates in 2025.
Operating expenses.Personnel expenses decreased primarily due to cost optimization efforts and productivity improvements and lower incentive compensation, partially offset by higher restructuring charges in the current year related to workforce reductions. Other SG&A expenses decreased with reductions across several expense categories; most notably lower claims expense.
In addition to the above, personnel expenses for 2025 included $15.0 million of severance and related personnel expenses. We also incurred $1.2 million in other SG&A expenses in 2025. These expenses were both associated with our 2025 Restructuring Program. Personnel expenses for 2024 included $6.9 million of severance and related personnel expenses. We also incurred $4.7 million in other SG&A expenses in 2024. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.
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.
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 1,580,031 $ 2,192,399 (27.9) % $ 2,127,664 3.0 %
Purchased transportation and related services and products sourced for resale 1,298,871 1,871,129 (30.6) % 1,806,275 3.6 %
Loss from operations (10,658) (74,627) N/M (31,183) N/M
Adjusted gross profits(1)
Robinson Fresh 161,094 146,310 10.1 % 131,216 11.5 %
Managed Solutions 115,429 113,770 1.5 % 116,196 (2.1) %
Other Surface Transportation 4,637 61,190 (92.4) % 73,977 (17.3) %
Total adjusted gross profits $ 281,160 $ 321,270 (12.5) % $ 321,389 - %
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(1)Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. Total revenues and direct costs decreased, driven by the divestiture of our Europe Surface Transportation business on February 1, 2025. Partially offsetting this decrease was an increase in total revenues in our Robinson Fresh business driven by increased case volume with retail and foodservice customers.
Gross profits and adjusted gross profits.Robinson Fresh adjusted gross profits increased driven by an increase in integrated supply chain solutions for retail and foodservice customers. Managed Solutions adjusted gross profits increased due to an increase in freight under management. Other Surface Transportation adjusted gross profits decreased as a result of the divestiture of our Europe Surface Transportation business.
Restructuring, lease impairment charge, and divestiture expenses.Personnel expenses in 2025 included $4.8 million of severance and related personnel expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business. We also incurred $7.2 million in other SG&A expenses in 2025, primarily from 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 addition, other SG&A expenses for 2025 included $0.9 million loss related to the divestiture of our Europe Surface Transportation business.
Personnel expenses in 2024, included $7.0 million of severance and related personnel expenses, primarily associated with our 2024 Restructuring Program. We also incurred $54.5 million of other SG&A expenses in 2024, that included a $44.5 million loss related to the divestiture of our Europe Surface Transportation business. Refer to Note 14, Restructuring,for further discussion related to our 2025 and 2024 Restructuring Programs. Refer to Note 15, Divestitures, for further discussion related to the divestiture of our Europe Surface Transportation business.
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(dollars in thousands):
Description Carrying Value as of December 31, 2025 Borrowing Capacity Maturity
Revolving Credit Facility $ - $ 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)
166,654 500,000 August 2027
Senior Notes (1)
597,784 600,000 April 2028
Total debt $ 1,089,438 $ 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 $160.9 million as of December 31, 2025, and $145.8 million as of December 31, 2024. Cash and cash equivalents held outside the United States totaled $144.9 million as of December 31, 2025, and $134.0 million as of December 31, 2024. Working capital increased from $644.7 million at December 31, 2024, to $966.8 million at December 31, 2025.
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):
Twelve months ended December 31, 2025 2024 % change 2023 % change
Sources (uses) of cash:
Cash provided by operating activities $ 914,519 $ 509,084 79.6 % $ 731,946 (30.4) %
Capital expenditures (70,543) (74,288) (84,111)
Acquisitions, net of cash acquired (11,864) - -
Proceeds from divestiture 27,737 - -
Other investing - - 1,324
Cash used for investing activities (54,670) (74,288) 26.4 % (82,787) (10.3) %
Repurchase of common stock (354,652) - (63,884)
Cash dividends (301,376) (294,772) (291,569)
Net (repayments) borrowings on debt (289,000) (204,000) (394,000)
Other financing activities 82,280 82,673 31,620
Net cash used for financing activities (862,748) (416,099) (107.3) % (717,833) (42.0) %
Effect of exchange rates on cash and cash equivalents 7,232 (8,152) (3,284)
Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 4,333 $ 10,545 $ (71,958)
Cash flows from operating activities.Cash flows from operating activities increased significantly in 2025, reflecting our strong operating performance and higher net income versus the prior year. Operating cash flows also benefited from a significant reduction in ocean freight costs compared to the elevated rates experienced in 2024, as further discussed in the market trends and business trends sections above. 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 used for investing activities.Our investing activities consist primarily of capital expenditures and cash paid for acquisitions. Capital expenditures consisted primarily of investments in software, which are intended to deliver scalable solutions, including those driven by AI, that transform our processes, improve our customer and contract carrier experience, accelerate the pace of development, and improve our dynamic pricing and costing capabilities.
The sale of our Europe Surface Transportation business closed effective February 1, 2025. We received $27.7 million of consideration at closing with additional fixed installment payments due throughout 2026. The remaining consideration due is collateralized by all current and future accounts receivable of the Europe Surface Transportation business.
We anticipate capital expenditures in 2026 to be approximately $75 million to $85 million.
Cash used for financing activities.Net cash used for financing activities increased significantly in 2025 compared to 2024, driven by an increase in cash returned to shareholders and net payments on outstanding borrowings. In 2025, we resumed share repurchases under our board authorization and increased our annual dividend to shareholders. Despite the increase in cash returned to shareholders our strong cash flow from operations allowed us to reduce our outstanding borrowings on debt. We had net repayments on debt in 2025, 2024, and 2023. Net repayments in 2025 and 2024were primarily to decrease the outstanding balance on the Receivables Securitization Facility and the Revolving Credit Facility. Net repayments in 2023were primarily to repay the Senior Notes Series A, which matured in August 2023, and the 364-Day Unsecured Revolving Credit Facility, which matured in May 2023.
In December 2022, the Board of Directors increased the number of shares authorized to be repurchased by 20,000,000 shares. As of December 31, 2025, there were 3,669,530 shares remaining for future repurchases. 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. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions, or otherwise.
We believe that, assuming no change in our current business plan, our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future thereafter. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.
As of December 31, 2025, we were in compliance with all of the covenants under our debt agreements.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. We consider the following items in our consolidated financial statements to require significant estimation or judgment.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition.
Transportation and Logistics Services. As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers' freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport; generally, a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.
Recognizing revenue for contracts where the transit period is partially complete or completed and not yet invoiced at period end requires management to make judgments that affect the amounts and timing of revenue recognized at period end. As of December 31, 2025, we recorded revenue of $156.4 million for services we have provided while a shipment was still in-transit, but for which we had not yet completed our performance obligation or had not yet invoiced our customer compared to $200.3 million at December 31, 2024. The amount of revenue recognized for contracts where the transit period was partially complete decreased as of December 31, 2025, compared to December 31, 2024, driven by the macroeconomic and industry factors reducing the cost of purchased transportation and sell rates in ocean services. See Item 7 of Part II, Management's Discussion and Analysis of Financial Condition and Results of Operations, for further information.
We utilize our historical knowledge of shipping lanes and estimated transit times to determine the transit period in cases where our customers' freight has not reached its intended destination. In addition, we analyze contract data for the first few days following the reporting date combined with our historical experience of trends related to partially completed contracts as of the reporting date to determine our right to consideration for the services we have provided where the transit period is partially complete or completed and not yet invoiced at period end. Differences in contract data for the first few days following the reporting date compared with our historical experience or disruptions such as weather events, port congestion, or other delays could cause the actual amount of revenue earned at period end to differ from these estimates.
Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the services we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer.
Customs brokerage, managed solutions, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. See also Note 1, Summary of Significant Accounting Policies, for further information regarding our revenue recognition policies.
GOODWILL.Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible assets and identifiable intangible assets purchased and liabilities assumed.
Goodwill is tested for impairment annually on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Typically, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value ("Step Zero Analysis"). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed ("Step One Analysis").
When we perform a Step One Analysis, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
In the Step One Analysis, the fair value of each reporting unit is determined using either a discounted cash flow analysis, the market approach, or a combination of both. Projecting discounted future cash flows requires the use of significant judgment to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations when a Step One Analysis is performed.
As part of our annual Step Zero Analysis performed in 2025, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value. As such, a Step One Analysis was not completed and no impairments were recorded.
INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged, and we may or may not prevail in full or in part. Under U.S. GAAP, if we determine a tax position, more likely than not, will be sustained upon audit based solely on the technical merits of the position, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon resolution. We presume all tax positions will be examined by a taxing authority with full knowledge of all relevant information.
We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) litigation of the issue, including appeals, (iv) a change in applicable tax law including a tax case or legislative guidance, or (v) the expiration of the applicable statute of limitations. Significant judgment is required in accounting for income tax reserves. Although we believe we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate, consolidated earnings, financial position, and/or cash flows. Uncertain income tax positions are included in "Accrued income taxes" or "Noncurrent income taxes payable" in the consolidated balance sheets.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES
The following table aggregates all contractual commitments and commercial obligations, due by period, which affect our financial condition and liquidity position as of December 31, 2025 (dollars in thousands):
2026 2027 2028 2029 2030 Thereafter Total
Borrowings under credit agreements $ 167,000 $ - $ - $ - $ - $ - $ 167,000
Senior notes(1)
25,200 25,200 607,350 - - - 657,750
Long-term notes payable(1)
14,440 14,440 164,440 8,050 8,050 199,150 408,570
Maturity of lease liabilities(2)
84,147 74,844 59,736 44,716 31,663 46,205 341,311
Purchase obligations(3)
79,870 37,232 16,340 12,705 18 - 146,165
Total $ 370,657 $ 151,716 $ 847,866 $ 65,471 $ 39,731 $ 245,355 $ 1,720,796
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(1)Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
(2) We maintain operating leases for office space, warehouses, office equipment, and trailers. See Note 10, Leases, for further information.
(3) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of December 31, 2025, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement.
We have no financing lease obligations. Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2025, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $34.9 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes, to the consolidated financial statements for a discussion on income taxes. As of December 31, 2025, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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