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Business environment and competition risk factors
−Removed: Economic recessions could have a significant, adverse impact on our business.
+Added: Economic recession could have a significant, adverse impact on our business.
The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of our customers, interest rate fluctuations, currency fluctuations, and other economic factors beyond our control.
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A significant portion of our freight is comprised of transactional or spot market opportunities.
−Removed: The market may be impacted by supply chain disruptions or overall economic conditions.
+Added: The market may be impacted by supply chain disruptions, overall economic conditions, or changes in trade policies such as tariffs.
In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly in the retail, food, beverage, automotive, industrial, manufacturing, housing, chemicals, or technology industries, our operating results could be adversely affected.
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As our volumes increase or we increase freight rates charged to our customers, the resulting increase in revenues may increase our working capital needs due to our business model, which generally has a higher length of days sales outstanding than days payables outstanding.
+Added: Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profits divided by total revenues.
+Added: For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Changing fuel costs and interruptions of fuel supplies may have an impact on our adjusted gross profit margin.
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In times of fluctuating fuel prices, our adjusted gross profit margin may also fluctuate.
−Removed: Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profits divided by total revenues.
−Removed: For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services.
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• unanticipated changes in freight markets.
−Removed: We face substantial industry competition.
−Removed: Competition in the transportation services industry is intense and broad-based.
−Removed: 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.
−Removed: We also compete against carriers’ internal sales forces.
−Removed: In addition, customers can bring in-house some of the services we provide to them.
−Removed: We often buy and sell transportation services from and to many of our competitors.
−Removed: 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.
−Removed: In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss.
+Added: We face substantial industry competition, including impacts from technological disruption and automation adoption.
+Added: 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.
+Added: 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.
+Added: Increased competition could reduce our market opportunities, create downward pressure on freight rates, and adversely affect our adjusted gross profits and income from operations.
+Added: 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.
+Added: The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI.
+Added: Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs.
+Added: 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.
+Added: Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete.
+Added: Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth.
+Added: 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 earnings may be affected by seasonal changes or significant disruptions in the transportation industry.
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• changes in tariffs, trade restrictions, trade agreements, and taxations.
+Added: 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.
+Added: 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.
+Added: Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains.
+Added: 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.
+Added: Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently.
+Added: 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;
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• 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;
−Removed: • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S.
−Removed: Foreign Corrupt Practices Act and similar regulations.
+Added: • 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;
−Removed: • 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.
+Added: • 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.
These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.
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Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors.
−Removed: Continued success depends in large part on our ability to develop successful employees into managers.
−Removed: 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.
−Removed: 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.
+Added: Our continued success depends significantly on our ability to develop talented employees and prepare them for leadership roles.
+Added: We use, and may continue to expand our use of, machine learning and AI technologies to deliver our services and operate our business.
+Added: We leverage machine learning and AI technologies to enhance operational efficiency, automate processes, and improve the customer experience across our logistics platform.
+Added: 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.
At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks.
−Removed: 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.
+Added: 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.
The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results of operations.
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Divestiture activity poses risks, and success depends upon efficiently managing the transition process.
−Removed: 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.
+Added: 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.
The inability to successfully manage these risks may result in higher operating expenses, lost revenues, or other negative effects on earnings and our financial results.
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The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two.
−Removed: Subsequently, multiple sets of administrative guidance have been issued.
Many non-U.S.
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We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results.
−Removed: 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.
Some of these legislative changes could impact our effective tax rate and tax liabilities.
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Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts.
−Removed: Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment.
−Removed: Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining them.
+Added: 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.
+Added: Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining
Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all.
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We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier.
−Removed: 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.
+Added: 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.
Buying and reselling fresh produce exposes us to possible product liability.
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This policy has a retention of $3.5 million per incident.
−Removed: 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.
+Added: 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.
Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
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We also have and maintain other licenses as required by law.
−Removed: We source fresh produce under a license issued by the USDA as required by PACA.
+Added: We source fresh produce under a license issued by the U.S.
+Added: Department of Agriculture (“USDA”) as required by Perishable Agricultural Commodities Act (“PACA”).
We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities.
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As part of our logistics services, we operate owned or leased warehouse facilities.
−Removed: Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations.
+Added: Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental;
+Added: and hazardous materials regulations.
We may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been or will be adopted in response to terrorist activities and potential terrorist activities.
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Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.
−Removed: 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.
+Added: 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.
Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more locally-sourced products and away from our services.
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We may be subject to negative impacts of changes in political and governmental conditions.
−Removed: Our operations may be subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
+Added: 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;
−Removed: • 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.
+Added: • 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.
We may be subject to negative impacts of catastrophic events.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.