CHRW

C. H. ROBINSON WORLDWIDE, INC.

NASDAQ · INDUSTRIALS · ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO

140.95

+0.38 +0.27%

USD · close Oct 21

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MKT CAP $16.5BP/E 26.9DIV YIELD —FCF YIELD 4.06%REV TTM $17B −0.1%NET INCOME $633.3M +18.5%NET DEBT $1.5B52W 125.41 – 209.42SEC XBRL · TTM TO Invalid Date

How CHRW rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

72%

of sentences unchanged

Added

new sentences

Dropped

sentences removed

Length

+277

words, now 5,481

New in FY2025

Business environment and competition risk factors Economic recession could have a significant, adverse impact on our business.
The market may be impacted by supply chain disruptions, overall economic conditions, or changes in trade policies such as tariffs.
We face substantial industry competition, including impacts from technological disruption and automation adoption.
We operate in an intensely competitive transportation and logistics industry, facing both traditional and non-traditional competitors, including asset-based carriers, third-party freight brokers, technology-driven matching platforms, internet freight brokers, carriers offering logistics services, and on-demand transportation providers.
Customers may also choose to bring certain services in-house, and we often buy and sell transportation services from and to many of our competitors.
Increased competition could reduce our market opportunities, create downward pressure on freight rates, and adversely affect our adjusted gross profits and income from operations.
In some instances where we have entered into contract freight rates with customers, changes in market conditions could require us to provide transportation services at a loss.
The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI.
Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs.
If we fail to maintain the pace, scale, or quality of automation and AI adoption, we may be unable to achieve our strategic goals for operational efficiency and digital transformation.
Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete.
Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth.
If we cannot effectively respond to competitive pressures and technological disruption, our business, financial condition, and results of operations could be materially and adversely affected.
Our business outside of the United States is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations.
In 2025, the United States government made significant changes to our national trade policy, including imposing tariffs on certain goods imported into the United States.
The tariffs impacted our Global Forwarding business in 2025, most significantly in the second quarter of 2025, with volatile market conditions causing global demand fluctuations and lower volumes.
Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains.
These actions, and any retaliatory measures by other countries, may lead to higher transportation costs and reduced demand, resulting in potential loss of freight volume.
Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently.
If we cannot mitigate these challenges, our business, financial condition, and results of operations could be materially affected; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States; • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including, among others, those promulgated by the United States Office of Foreign Assets Control (“OFAC”) related to sanctions and embargoes and the United States Foreign Corrupt Practices Act related to bribery and corruption.
Failure to comply could result in reputational harm, substantial penalties, and operational restrictions; and • global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increasing legal claim liability, and increasing regulatory scrutiny and fines.
Our continued success depends significantly on our ability to develop talented employees and prepare them for leadership roles.
We use, and may continue to expand our use of, machine learning and AI technologies to deliver our services and operate our business.
We leverage machine learning and AI technologies to enhance operational efficiency, automate processes, and improve the customer experience across our logistics platform.
If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers, programmers, and cybersecurity personnel, we may face a competitive disadvantage.
It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to additional legal liability.
During 2025 , our top 100 customers based on total revenue comprised approximately 40 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 28 percent of our consolidated adjusted gross profits.
Failure to do so includes potential risks, including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and contract carrier relationships, and the loss of key employees.
Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, which generally ranges from $100,000 to $250,000 per shipment.
We also carry various liability insurance policies, including automobile and general liability, with total automobile limits of $135 million subject to a $10 million per incident deductible, and total general liability limits of $87 million subject to a $500,000 per incident deductible.
While we are insured for up to $87 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.
Any recall or allegation of contamination could affect our reputation, particularly our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results.
We source fresh produce under a license issued by the U.S.
Department of Agriculture (“USDA”) as required by Perishable Agricultural Commodities Act (“PACA”).
Our contracted transportation providers are subject to an increasingly complex climate-related regulatory landscape, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Future and existing environmental regulatory requirements in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs.
Given the continuously developing nature of these regulatory frameworks, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
Our operations may be impacted by the influences of significant political, governmental, and similar changes and our ability to respond to them, including: • changes in political conditions and in governmental policies; • changes in and compliance with international and domestic laws and regulations; and • wars, civil unrest, acts of terrorism, and other global conflicts, such as the current conflict in the Red Sea, which is impacting the global freight market.

Gone since FY2024

Business environment and competition risk factors Economic recessions could have a significant, adverse impact on our business.
The market may be impacted by supply chain disruptions or overall economic conditions.
We face substantial industry competition.
Competition in the transportation services industry is intense and broad-based.
We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, and on-demand transportation service providers.
We also compete against carriers’ internal sales forces.
In addition, customers can bring in-house some of the services we provide to them.
We often buy and sell transportation services from and to many of our competitors.
Increased competition could reduce our market opportunity and create downward pressure on freight rates, and continued rate pressure may adversely affect our adjusted gross profits and income from operations.
Our business outside of the United States is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States; • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S.
Foreign Corrupt Practices Act and similar regulations.
Failure to comply could result in reputational harm, substantial penalties, and operational restrictions; and • global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increase legal claim liability, and increase regulatory scrutiny and fines.
Continued success depends in large part on our ability to develop successful employees into managers.
We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business.
If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers and cybersecurity personnel, we may face a competitive disadvantage.
It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.
During 2024, our top 100 customers based on total revenue comprised approximately 34 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 27 percent of our consolidated adjusted gross profits.
Failure to do so includes potential risks including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and carrier relationships, and the loss of key employees.
Subsequently, multiple sets of administrative guidance have been issued.
As rules for more jurisdictions will become effective in 2025, we are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.
Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment.
We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella.
While we are insured for up to $125 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.
Any recall or allegation of contamination could affect our reputation, particularly of our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results.
We source fresh produce under a license issued by the USDA as required by PACA.
Our contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Future and existing environmental regulatory requirements, including evolving transportation technology, in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs.
Until the timing, scope, and extent of such possible regulation becomes finalized, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
Our operations may be subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including: • changes in political conditions and in governmental policies; • changes in and compliance with international and domestic laws and regulations; and • wars, civil unrest, acts of terrorism, and other conflicts such as the current conflict in the Red Sea, which is impacting the global freight market.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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