C H ROBINSON WORLDWIDE INC, 10-Q filed on 11/8/2017
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2017
Nov. 6, 2017
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
C H ROBINSON WORLDWIDE INC 
 
Entity Central Index Key
0001043277 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Large Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Sep. 30, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q3 
 
Amendment Flag
false 
 
Trading Symbol
CHRW 
 
Entity Common Stock, Shares Outstanding
 
139,405,298 
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 297,307 
$ 247,666 
Receivables, net of allowance for doubtful accounts of $44,364 and $39,543
2,104,314 
1,711,191 
Prepaid expenses and other
53,225 
49,245 
Total current assets
2,454,846 
2,008,102 
Property and equipment, net
232,905 
232,953 
Goodwill
1,275,550 
1,232,796 
Other intangible assets, net
160,595 
167,525 
Deferred tax asset
5,917 
2,250 
Other assets
45,775 
44,132 
Total assets
4,175,588 
3,687,758 
Current liabilities:
 
 
Accounts payable
1,033,726 
839,736 
Outstanding checks
70,334 
82,052 
Accrued expenses:
 
 
Compensation
92,005 
98,107 
Income taxes
11,477 
15,472 
Other accrued liabilities
59,760 
70,351 
Current portion of debt
719,000 
740,000 
Total current liabilities
1,986,302 
1,845,718 
Long-term debt
750,000 
500,000 
Noncurrent income taxes payable
17,774 
18,849 
Deferred tax liabilities
66,396 
65,122 
Other long-term liabilities
241 
222 
Total liabilities
2,820,713 
2,429,911 
Stockholders’ investment:
 
 
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding
0 
0 
Common stock, $ .10 par value, 480,000 shares authorized; 179,003 and 179,006 shares issued, 139,871 and 141,258 outstanding
13,987 
14,126 
Additional paid-in capital
427,032 
419,280 
Retained earnings
3,349,994 
3,190,578 
Accumulated other comprehensive loss
(22,900)
(61,442)
Treasury stock at cost (39,132 and 37,748 shares)
(2,413,258)
(2,304,695)
Total stockholders’ investment
1,354,875 
1,257,847 
Total liabilities and stockholders’ investment
$ 4,175,588 
$ 3,687,758 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]
 
 
Receivables, allowance for doubtful accounts
$ 44,364 
$ 39,543 
Preferred stock, par value (in dollars per share)
$ 0.10 
$ 0.10 
Preferred stock, shares authorized (shares)
20,000,000 
20,000,000 
Preferred stock, shares issued (shares)
0 
0 
Preferred stock, shares outstanding (shares)
0 
0 
Common stock, par value (in dollars per share)
$ 0.10 
$ 0.10 
Common stock, shares authorized (shares)
480,000,000 
480,000,000 
Common stock, shares issued (shares)
179,003,000 
179,006,000 
Common stock shares outstanding (shares)
139,871,000 
141,258,000 
Treasury stock (shares)
39,132,000 
37,748,000 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Revenues:
 
 
 
 
Transportation
$ 3,433,701 
$ 2,998,583 
$ 9,855,739 
$ 8,593,767 
Sourcing
350,750 
357,171 
1,053,855 
1,135,671 
Total revenues
3,784,451 
3,355,754 
10,909,594 
9,729,438 
Costs and expenses:
 
 
 
 
Purchased transportation and related services
2,869,616 
2,469,939 
8,214,856 
6,974,556 
Purchased products sourced for resale
320,989 
327,353 
958,537 
1,038,870 
Personnel expenses
293,204 
256,883 
867,928 
804,631 
Other selling, general, and administrative expenses
106,177 
90,312 
304,030 
267,415 
Total costs and expenses
3,589,986 
3,144,487 
10,345,351 
9,085,472 
Income from operations
194,465 
211,267 
564,243 
643,966 
Interest and other expense
(10,484)
(7,426)
(29,154)
(22,463)
Income before provision for income taxes
183,981 
203,841 
535,089 
621,503 
Provision for income taxes
64,795 
74,813 
182,752 
230,422 
Net income
119,186 
129,028 
352,337 
391,081 
Other comprehensive gain
14,426 
518 
38,562 
491 
Comprehensive income
$ 133,612 
$ 129,546 
$ 390,899 
$ 391,572 
Basic net income per share (in dollars per share)
$ 0.85 
$ 0.90 
$ 2.50 
$ 2.73 
Diluted net income per share (in dollars per share)
$ 0.85 
$ 0.90 
$ 2.49 
$ 2.73 
Basic weighted average shares outstanding (shares)
140,422 
142,611 
140,962 
143,040 
Dilutive effect of outstanding stock awards (shares)
600 
272 
441 
205 
Diluted weighted average shares outstanding (shares)
141,022 
142,883 
141,403 
143,245 
Cash dividends declared per common share (in dollars per share)
$ 0.45 
$ 0.43 
$ 1.35 
$ 1.29 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
OPERATING ACTIVITIES
 
 
Net income
$ 352,337 
$ 391,081 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
69,340 
52,716 
Provision for doubtful accounts
11,176 
2,738 
Stock-based compensation
24,509 
30,626 
Deferred income taxes
(6,779)
21,832 
Excess tax benefit on stock-based compensation
(11,908)
(17,207)
Loss on sale/disposal of assets
1,352 
566 
Changes in operating elements (net of acquisitions):
 
 
Receivables
(377,280)
(137,813)
Prepaid expenses and other
677 
(12,148)
Other non-current assets
(2,220)
(2,793)
Accounts payable and outstanding checks
166,152 
93,510 
Accrued compensation
(6,102)
(50,105)
Accrued income taxes
7,873 
14,048 
Other accrued liabilities
(10,778)
(10,223)
Net cash provided by operating activities
218,349 
376,828 
INVESTING ACTIVITIES
 
 
Purchases of property and equipment
(32,132)
(56,125)
Purchases and development of software
(14,286)
(14,986)
Acquisitions, net of cash acquired
(48,446)
(220,203)
Other
204 
(735)
Net cash used for investing activities
(94,660)
(292,049)
FINANCING ACTIVITIES
 
 
Proceeds from stock issued for employee benefit plans
23,270 
16,003 
Stock tendered for payment of withholding taxes
(20,746)
(36,220)
Repurchase of common stock
(129,991)
(109,085)
Cash dividends
(192,765)
(191,129)
Excess tax benefit on stock-based compensation
0 
17,207 
Proceeds from long-term borrowings
250,000 
0 
Proceeds from short-term borrowings
6,448,000 
4,415,000 
Payments on short-term borrowings
(6,469,000)
(4,140,000)
Net cash used for financing activities
(91,232)
(28,224)
Effect of exchange rates on cash
17,184 
(335)
Net increase in cash and cash equivalents
49,641 
56,220 
Cash and cash equivalents, beginning of period
247,666 
168,229 
Cash and cash equivalents, end of period
297,307 
224,449 
Noncash transactions from investing and financing activities:
 
 
Accrued share repurchases held in other accrued liabilities
4,000 
2,985 
Accrued purchases of property and equipment
$ 800 
$ 4,332 
GENERAL
GENERAL
GENERAL
Basis of Presentation - C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh, and All Other and Corporate. The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. We group offices primarily by services they provide. For financial information concerning our reportable segments, refer to Note 9.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2016.
Recently Issued Accounting Standards - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We plan to adopt this new standard on January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods.
We anticipate the adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. We are in the final stages of implementing the necessary system, process, and internal control changes that will allow us to quantify the impact. The new standard will expand our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that will change from a principal to an agent relationship under the new standard. This will cause the revenue associated with these contracts to be recognized at the net amount we charge our customers.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grant date, and the exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. Prior periods have not been restated. This adoption resulted in a decrease in our provision for income taxes for the three and nine months ended September 30, 2017 of $1.3 million and $11.9 million, respectively.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, any impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We have not yet selected a transition date, although we do not expect the adoption of this guidance to have any impact on our consolidated financial statements as the fair value of our reporting units is substantially in excess of their respective carrying values.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. The ASU is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update will be applied prospectively to awards modified on or after the adoption date. The future impact of ASU 2017-09 will be dependent on the nature of future stock award modifications.
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
December 31, 2016 balance
$
907,230

 
$
159,050

 
$
139,558

 
$
26,958

 
$
1,232,796

Acquisitions
3,673

 
24,902

 
—

 
—

 
28,575

Translation
10,320

 
1,970

 
1,583

 
306

 
14,179

September 30, 2017
$
921,223

 
$
185,922

 
$
141,141

 
$
27,264

 
$
1,275,550


We evaluate our reporting units on a continual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
262,534

 
$
(112,552
)
 
$
149,982

 
$
244,036

 
$
(87,199
)
 
$
156,837

Non-competition agreements
500

 
(362
)
 
138

 
500

 
(287
)
 
213

Total finite-lived intangibles
263,034

 
(112,914
)
 
150,120

 
244,536

 
(87,486
)
 
157,050

 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 
—

 
10,475

 
10,475

 
—

 
10,475

Total intangibles
$
273,509

 
$
(112,914
)
 
$
160,595

 
$
255,011

 
$
(87,486
)
 
$
167,525


Amortization expense for other intangible assets is as follows (in thousands): 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Amortization expense
$
9,157

 
$
6,094

 
$
26,875

 
$
18,282


Definite-lived intangible assets, by reportable segment, as of September 30, 2017, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Remainder of 2017
$
1,955

 
$
7,267

 
$
—

 
$
168

 
$
9,390

2018
7,820

 
29,217

 
—

 
—

 
37,037

2019
7,820

 
29,217

 
—

 
—

 
37,037

2020
260

 
26,513

 
—

 
—

 
26,773

2021
260

 
12,992

 
—

 
—

 
13,252

Thereafter
706

 
25,925

 
—

 
—

 
26,631

Total

 

 

 

 
$
150,120

FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
•
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended September 30, 2017, and December 31, 2016. There were no transfers between levels during the period.
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS
Senior Unsecured Revolving Credit Facility
We have a senior unsecured revolving credit facility (the "Credit Agreement") with total availability of $900 million which expires in December 2019. As of September 30, 2017, and December 31, 2016, we had $719 million and $740 million, respectively, in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the condensed consolidated balance sheets. As of September 30, 2017, we had remaining borrowing availability of $181 million. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin). As of September 30, 2017, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility. The weighted average interest rate incurred on borrowings during the three and nine months ended September 30, 2017, was approximately 2.4 percent and 2.2 percent, respectively. At September 30, 2017, the interest rate incurred on borrowings was approximately 2.4 percent. The weighted average interest rate incurred on borrowings during each of the three and nine months ended September 30, 2016, was approximately 1.4 percent and 1.5 percent, respectively. At September 30, 2016, the interest rate incurred on borrowing was approximately 1.5 percent.
The Credit Agreement contains various restrictions and covenants. Among other requirements, we may not permit our leverage ratio, determined as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00 to 1.00.
The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
Note Purchase Agreement
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”) named therein (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Purchasers purchased, on August 27, 2013, (i) $175,000,000 aggregate principal amount of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023 (the “Series A Notes”), (ii) $150,000,000 aggregate principal amount of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028 (the “Series B Notes”), and (iii) $175,000,000 aggregate principal amount of the company’s 4.60 percent Senior Notes, Series C, due August 27, 2033 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears. We applied the proceeds of the sale of the Notes for share repurchases.
The Note Purchase Agreement contains customary provisions for transactions of this type, including representations and warranties regarding the company and its subsidiaries and various covenants, including covenants that require us to maintain specified financial ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit our leverage ratio, determined as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00 to 1.00; we will not permit the interest coverage ratio, as of the end of each of our fiscal quarters and for the twelve-month period then ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than 2.00 to 1.00; and we will not permit, as of the end of each of our fiscal quarters, Consolidated Priority Debt to exceed 15 percent of Consolidated Total Assets.
The Note Purchase Agreement provides for customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the Notes, covenant defaults, cross-defaults to other agreements evidencing indebtedness of the company or its subsidiaries, certain judgments against the company or its subsidiaries, and events of bankruptcy involving the company or its material subsidiaries. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable.
Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.
The Notes were issued by the company to the initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The fair value of long-term debt under the Notes Purchase Agreement approximated $537.4 million at September 30, 2017. We estimate the fair value of our long-term debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If our long-term debt was recorded at fair value, it would be classified as Level 2.
U.S. Trade Accounts Receivable Securitization
On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The borrowings outstanding under the Receivables Securitization Facility were $250 million as of September 30, 2017 and are classified as long-term debt on the condensed consolidated balance sheets. The borrowings under the Receivables Securitization Facility were used to pay down amounts previously outstanding on the Credit Agreement. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rate plus a margin or 30 day LIBOR plus a margin for a combined rate of 2.0 percent for the three months ended September 30, 2017 and 1.9 percent for the nine months ended September 30, 2017. The Receivables Securitization Facility expires on April 26, 2019 unless extended by the parties. There is a commitment fee we are required to pay on any unused portion of the facility.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events including, but not limited to, the failure to pay yield, fees, and other amounts due, defaults on certain other indebtedness, failure to discharge certain judgments, insolvency events, change in control, and exceeding certain financial ratios designed to capture events negatively affecting the overall credit quality of the receivables.
As of September 30, 2017, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility.
The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.
INCOME TAXES
INCOME TAXES
INCOME TAXES
C.H. Robinson Worldwide, Inc. and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2010. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). This adoption resulted in a decrease in our provision for income taxes for the three and nine months ended September 30, 2017 of $1.3 million and $11.9 million, respectively. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $29.0 million as of September 30, 2017.
Our effective tax rate for the three months ended September 30, 2017 and 2016 was 35.2 percent and 36.7 percent, respectively, and our effective tax rate for the nine months ended September 30, 2017 and 2016 was 34.2 percent and 37.1 percent, respectively. The effective income tax rate for the three months ended September 30, 2017 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit. The effective income tax rate for the nine months ended September 30, 2017 was lower than the statutory federal income tax rate due to the adoption of ASU 2016-09.
STOCK AWARD PLANS
STOCK AWARD PLANS
STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Stock options
$
1,715

 
$
603

 
$
5,341

 
$
5,818

Stock awards
5,427

 
3,747

 
17,149

 
22,768

Company expense on ESPP discount
525

 
491

 
2,019

 
2,040

Total stock-based compensation expense
$
7,667

 
$
4,841

 
$
24,509

 
$
30,626


On May 12, 2016, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan, which allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 13,041,803 shares can be granted under this plan. Approximately 4,928,988 shares were available for stock awards under the plan as of September 30, 2017. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.
Stock Options - We have awarded time-based and performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period based on the company’s earnings growth. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of September 30, 2017, unrecognized compensation expense related to stock options was $51.0 million. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.
Full Value Awards - We have awarded performance shares and restricted stock units to certain key employees and non-employee directors. These awards are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 22 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We have also awarded restricted shares and restricted stock units to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant and is being expensed over the vesting period of the award.
We have also issued to certain key employees and non-employee directors restricted stock units which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.
As of September 30, 2017, there was unrecognized compensation expense of $119.3 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan ("ESPP") allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): 
Three Months Ended September 30, 2017
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
45,986

 
$
2,975

 
$
525

LITIGATION
LITIGATION
LITIGATION
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including 17 contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
ACQUISITIONS
ACQUISITIONS
ACQUISITIONS
On August 31, 2017, we acquired the outstanding shares of Milgram & Company Ltd. ("Milgram") for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio. Total purchase consideration, net of cash acquired, was $46.7 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
14,004


The Milgram goodwill is a result of acquiring and retaining the Milgram existing workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary, subject to revision primarily related to certain potential post-closing and working capital adjustments, as final information was not available as of September 30, 2017. The goodwill is not deductible for tax purposes. The results of operations of Milgram have been included in our consolidated financial statements since September 1, 2017.
On September 30, 2016, we acquired all of the outstanding stock of APC Logistics ("APC"). Total purchase consideration was $229.4 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration. The following is a summary of the allocation of purchase price consideration to the estimated fair value of net assets for the acquisition of APC (in thousands):
Cash
$
10,181

Receivables
37,190

Inventory and other current assets
2,609

Property and equipment
1,696

Identifiable intangible assets
78,842

Goodwill
132,797

Other noncurrent assets
70

Long term deferred tax asset
814

Total assets
264,199

 
 
Accounts payable
(22,147
)
Accrued expenses
(12,700
)
Estimated net assets acquired
$
229,352


Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
78,842


The APC goodwill is a result of acquiring and retaining the APC existing workforce and expected synergies from integrating their business into ours. The goodwill is not deductible for tax purposes. The results of operations of APC have been included in our consolidated financial statements since October 1, 2016. Pro forma financial information for prior periods is not presented because we believe the acquisition to be not material to our consolidated results. During the first quarter of 2017, we paid $1.8 million resulting from a working capital adjustment due to the sellers per the terms of the agreement.
SEGMENT REPORTING
SEGMENT REPORTING
SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. Beginning with the fourth quarter of 2016, based on certain internal reporting changes, we identified three reportable segments as follows:
•
North American Surface Transportation-NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload, LTL, and intermodal.
•
Global Forwarding-Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Australia, New Zealand, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, airfreight services, and customs brokerage.
•
Robinson Fresh-Robinson Fresh provides sourcing services under the trade name of Robinson Fresh. Our sourcing services primarily include the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the world and has a physical presence in North America, Europe, Asia, and South America. This segment often provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation services for its customers.
•
All Other and Corporate-All Other and Corporate includes our Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker, our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2016. Segment information for prior years has been retroactively recast to align with current year presentation. Segment information as of, and for the three and nine months ended September 30, 2017 and 2016, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,469,420

 
$
552,134

 
$
613,646

 
$
149,251

 
$
—

 
$
3,784,451

  Intersegment revenues(1)
115,796

 
7,873

 
43,272

 
3,228

 
(170,169
)
 
—

Total Revenues
$
2,585,216

 
$
560,007

 
$
656,918

 
$
152,479

 
$
(170,169
)
 
$
3,784,451

Net Revenues
$
377,403

 
$
129,842

 
$
54,253

 
$
32,348

 
$
—

 
$
593,846

Income from Operations
151,392

 
31,125

 
11,586

 
362

 
—

 
194,465

Depreciation and amortization
5,808

 
8,455

 
1,190

 
8,510

 
—

 
23,963

Total assets(2)
2,297,980

 
840,762

 
413,520

 
623,326

 
—

 
4,175,588

Average headcount
6,998

 
4,301

 
970

 
2,634

 
—

 
14,903

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,252,187

 
$
390,830

 
$
590,385

 
$
122,352

 
$
—

 
$
3,355,754

  Intersegment revenues(1)
79,728

 
8,742

 
32,255

 
100

 
(120,825
)
 
—

Total Revenues
$
2,331,915

 
$
399,572

 
$
622,640

 
$
122,452

 
$
(120,825
)
 
$
3,355,754

Net Revenues
$
378,073

 
$
93,368

 
$
57,036

 
$
29,985

 
$
—

 
$
558,462

Income from Operations
171,733

 
17,047

 
17,733

 
4,754

 
—

 
211,267

Depreciation and amortization
5,547

 
5,073

 
983

 
6,054

 
—

 
17,657

Total assets(2)
2,115,467

 
625,267

 
405,832

 
517,496

 
—

 
3,664,062

Average headcount (3)
6,869

 
3,559

 
956

 
2,322

 
—

 
13,706

(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.
(2) All cash and cash equivalents are included in All Other and Corporate.
(3) Average headcount does not include employees from APC added on September 30, 2016.

 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
7,110,223

 
$
1,549,742

 
$
1,821,094

 
$
428,535

 
$
—

 
$
10,909,594

  Intersegment revenues(1)
329,193

 
23,456

 
116,281

 
13,776

 
(482,706
)
 
—

Total Revenues
$
7,439,416

 
$
1,573,198

 
$
1,937,375

 
$
442,311

 
$
(482,706
)
 
$
10,909,594

Net Revenues
$
1,109,749

 
$
357,411

 
$
171,936

 
$
97,105

 
$
—

 
$
1,736,201

Income from Operations
447,553

 
75,006

 
40,487

 
1,197

 
—

 
564,243

Depreciation and amortization
17,104

 
24,574

 
3,534

 
24,128

 
—

 
69,340

Total assets(2)
2,297,980

 
840,762

 
413,520

 
623,326

 
—

 
4,175,588

Average headcount
6,921

 
4,113

 
966

 
2,590

 
—

 
14,590

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
6,456,281

 
$
1,098,715

 
$
1,814,682

 
$
359,760

 
$
—

 
$
9,729,438

  Intersegment revenues(1)
211,540

 
23,585

 
83,200

 
642

 
(318,967
)
 
—

Total Revenues
$
6,667,821

 
$
1,122,300

 
$
1,897,882

 
$
360,402

 
$
(318,967
)
 
$
9,729,438

Net Revenues
$
1,161,074

 
$
283,458

 
$
183,041

 
$
88,439

 
$
—

 
$
1,716,012

Income from Operations
516,805

 
56,300

 
62,777

 
8,084

 
—

 
643,966

Depreciation and amortization
16,551

 
15,231

 
2,590

 
18,344

 
—

 
52,716

Total assets(2)
2,115,467

 
625,267

 
405,832

 
517,496

 
—

 
3,664,062

Average headcount (3)
6,767

 
3,523

 
939

 
2,249

 
—

 
13,478

(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.
(2) All cash and cash equivalents are included in All Other and Corporate.
(3) Average headcount does not include employees from APC added on September 30, 2016.
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance, at September 30, 2017, and December 31, 2016, was $22.9 million and $61.4 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustments at September 30, 2017 and December 31, 2016.
GENERAL (Policies)
Basis of Presentation 
Basis of Presentation - C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh, and All Other and Corporate. The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. We group offices primarily by services they provide. For financial information concerning our reportable segments, refer to Note 9.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2016.
Recently Issued Accounting Standards 
Recently Issued Accounting Standards - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We plan to adopt this new standard on January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods.
We anticipate the adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. We are in the final stages of implementing the necessary system, process, and internal control changes that will allow us to quantify the impact. The new standard will expand our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that will change from a principal to an agent relationship under the new standard. This will cause the revenue associated with these contracts to be recognized at the net amount we charge our customers.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grant date, and the exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. Prior periods have not been restated. This adoption resulted in a decrease in our provision for income taxes for the three and nine months ended September 30, 2017 of $1.3 million and $11.9 million, respectively.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, any impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We have not yet selected a transition date, although we do not expect the adoption of this guidance to have any impact on our consolidated financial statements as the fair value of our reporting units is substantially in excess of their respective carrying values.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. The ASU is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update will be applied prospectively to awards modified on or after the adoption date. The future impact of ASU 2017-09 will be dependent on the nature of future stock award modifications.
Goodwill and Intangible Assets 
We evaluate our reporting units on a continual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
Fair Value Measurement 
FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
•
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
Schedule of Goodwill 
The change in carrying amount of goodwill is as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
December 31, 2016 balance
$
907,230

 
$
159,050

 
$
139,558

 
$
26,958

 
$
1,232,796

Acquisitions
3,673

 
24,902

 
—

 
—

 
28,575

Translation
10,320

 
1,970

 
1,583

 
306

 
14,179

September 30, 2017
$
921,223

 
$
185,922

 
$
141,141

 
$
27,264

 
$
1,275,550

Schedule of Intangible Assets 
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
262,534

 
$
(112,552
)
 
$
149,982

 
$
244,036

 
$
(87,199
)
 
$
156,837

Non-competition agreements
500

 
(362
)
 
138

 
500

 
(287
)
 
213

Total finite-lived intangibles
263,034

 
(112,914
)
 
150,120

 
244,536

 
(87,486
)
 
157,050

 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 
—

 
10,475

 
10,475

 
—

 
10,475

Total intangibles
$
273,509

 
$
(112,914
)
 
$
160,595

 
$
255,011

 
$
(87,486
)
 
$
167,525

Schedule of Amortization Expense 
Amortization expense for other intangible assets is as follows (in thousands): 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Amortization expense
$
9,157

 
$
6,094

 
$
26,875

 
$
18,282

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
Definite-lived intangible assets, by reportable segment, as of September 30, 2017, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Remainder of 2017
$
1,955

 
$
7,267

 
$
—

 
$
168

 
$
9,390

2018
7,820

 
29,217

 
—

 
—

 
37,037

2019
7,820

 
29,217

 
—

 
—

 
37,037

2020
260

 
26,513

 
—

 
—

 
26,773

2021
260

 
12,992

 
—

 
—

 
13,252

Thereafter
706

 
25,925

 
—

 
—

 
26,631

Total

 

 

 

 
$
150,120

STOCK AWARD PLANS (Tables)
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs 
A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Stock options
$
1,715

 
$
603

 
$
5,341

 
$
5,818

Stock awards
5,427

 
3,747

 
17,149

 
22,768

Company expense on ESPP discount
525

 
491

 
2,019

 
2,040

Total stock-based compensation expense
$
7,667

 
$
4,841

 
$
24,509

 
$
30,626

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity 
The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): 
Three Months Ended September 30, 2017
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
45,986

 
$
2,975

 
$
525

ACQUISITIONS (Tables)
Schedule of Finite-Lived Intangible Assets by Major Class 
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
78,842

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
14,004

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following is a summary of the allocation of purchase price consideration to the estimated fair value of net assets for the acquisition of APC (in thousands):
Cash
$
10,181

Receivables
37,190

Inventory and other current assets
2,609

Property and equipment
1,696

Identifiable intangible assets
78,842

Goodwill
132,797

Other noncurrent assets
70

Long term deferred tax asset
814

Total assets
264,199

 
 
Accounts payable
(22,147
)
Accrued expenses
(12,700
)
Estimated net assets acquired
$
229,352

SEGMENT REPORTING (Tables)
Summary of Segment Information
Segment information as of, and for the three and nine months ended September 30, 2017 and 2016, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,469,420

 
$
552,134

 
$
613,646

 
$
149,251

 
$
—

 
$
3,784,451

  Intersegment revenues(1)
115,796

 
7,873

 
43,272

 
3,228

 
(170,169
)
 
—

Total Revenues
$
2,585,216

 
$
560,007

 
$
656,918

 
$
152,479

 
$
(170,169
)
 
$
3,784,451

Net Revenues
$
377,403

 
$
129,842

 
$
54,253

 
$
32,348

 
$
—

 
$
593,846

Income from Operations
151,392

 
31,125

 
11,586

 
362

 
—

 
194,465

Depreciation and amortization
5,808

 
8,455

 
1,190

 
8,510

 
—

 
23,963

Total assets(2)
2,297,980

 
840,762

 
413,520

 
623,326

 
—

 
4,175,588

Average headcount
6,998

 
4,301

 
970

 
2,634

 
—

 
14,903

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,252,187

 
$
390,830

 
$
590,385

 
$
122,352

 
$
—

 
$
3,355,754

  Intersegment revenues(1)
79,728

 
8,742

 
32,255

 
100

 
(120,825
)
 
—

Total Revenues
$
2,331,915

 
$
399,572

 
$
622,640

 
$
122,452

 
$
(120,825
)
 
$
3,355,754

Net Revenues
$
378,073

 
$
93,368

 
$
57,036

 
$
29,985

 
$
—

 
$
558,462

Income from Operations
171,733

 
17,047

 
17,733

 
4,754

 
—

 
211,267

Depreciation and amortization
5,547

 
5,073

 
983

 
6,054

 
—

 
17,657

Total assets(2)
2,115,467

 
625,267

 
405,832

 
517,496

 
—

 
3,664,062

Average headcount (3)
6,869

 
3,559

 
956

 
2,322

 
—

 
13,706

(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.
(2) All cash and cash equivalents are included in All Other and Corporate.
(3) Average headcount does not include employees from APC added on September 30, 2016.

 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
7,110,223

 
$
1,549,742

 
$
1,821,094

 
$
428,535

 
$
—

 
$
10,909,594

  Intersegment revenues(1)
329,193

 
23,456

 
116,281

 
13,776

 
(482,706
)
 
—

Total Revenues
$
7,439,416

 
$
1,573,198

 
$
1,937,375

 
$
442,311

 
$
(482,706
)
 
$
10,909,594

Net Revenues
$
1,109,749

 
$
357,411

 
$
171,936

 
$
97,105

 
$
—

 
$
1,736,201

Income from Operations
447,553

 
75,006

 
40,487

 
1,197

 
—

 
564,243

Depreciation and amortization
17,104

 
24,574

 
3,534

 
24,128

 
—

 
69,340

Total assets(2)
2,297,980

 
840,762

 
413,520

 
623,326

 
—

 
4,175,588

Average headcount
6,921

 
4,113

 
966

 
2,590

 
—

 
14,590

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
6,456,281

 
$
1,098,715

 
$
1,814,682

 
$
359,760

 
$
—

 
$
9,729,438

  Intersegment revenues(1)
211,540

 
23,585

 
83,200

 
642

 
(318,967
)
 
—

Total Revenues
$
6,667,821

 
$
1,122,300

 
$
1,897,882

 
$
360,402

 
$
(318,967
)
 
$
9,729,438

Net Revenues
$
1,161,074

 
$
283,458

 
$
183,041

 
$
88,439

 
$
—

 
$
1,716,012

Income from Operations
516,805

 
56,300

 
62,777

 
8,084

 
—

 
643,966

Depreciation and amortization
16,551

 
15,231

 
2,590

 
18,344

 
—

 
52,716

Total assets(2)
2,115,467

 
625,267

 
405,832

 
517,496

 
—

 
3,664,062

Average headcount (3)
6,767

 
3,523

 
939

 
2,249

 
—

 
13,478

(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.
(2) All cash and cash equivalents are included in All Other and Corporate.
(3) Average headcount does not include employees from APC added on September 30, 2016.
GENERAL (Details) (Accounting Standards Update 2016-09, USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Accounting Standards Update 2016-09
 
 
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
 
 
Effective income tax rate reconciliation, share-based compensation, excess tax benefit amount
$ 1.3 
$ 11.9 
GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Goodwill [Roll Forward]
 
Balance, beginning of period
$ 1,232,796 
Acquisitions
28,575 
Translation
14,179 
Balance, end of period
1,275,550 
NAST
 
Goodwill [Roll Forward]
 
Balance, beginning of period
907,230 
Acquisitions
3,673 
Translation
10,320 
Balance, end of period
921,223 
Global Forwarding
 
Goodwill [Roll Forward]
 
Balance, beginning of period
159,050 
Acquisitions
24,902 
Translation
1,970 
Balance, end of period
185,922 
Robinson Fresh
 
Goodwill [Roll Forward]
 
Balance, beginning of period
139,558 
Acquisitions
0 
Translation
1,583 
Balance, end of period
141,141 
All Other and Corporate
 
Goodwill [Roll Forward]
 
Balance, beginning of period
26,958 
Acquisitions
0 
Translation
306 
Balance, end of period
$ 27,264 
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Finite-lived intangibles
 
 
Finite-lived intangibles
$ 263,034 
$ 244,536 
Accumulated amortization
(112,914)
(87,486)
Net
150,120 
157,050 
Indefinite-lived intangibles
 
 
Total intangibles, Cost
273,509 
255,011 
Total intangibles, Net
160,595 
167,525 
Trademarks
 
 
Indefinite-lived intangibles
 
 
Indefinite-lived intangibles, Gross
10,475 
10,475 
Customer relationships
 
 
Finite-lived intangibles
 
 
Finite-lived intangibles
262,534 
244,036 
Accumulated amortization
(112,552)
(87,199)
Net
149,982 
156,837 
Non-competition agreements
 
 
Finite-lived intangibles
 
 
Finite-lived intangibles
500 
500 
Accumulated amortization
(362)
(287)
Net
$ 138 
$ 213 
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense on Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Goodwill [Line Items]
 
 
 
 
 
Amortization expense
$ 9,157 
$ 6,094 
$ 26,875 
$ 18,282 
 
Estimated amortization expense
 
 
 
 
 
Remainder of 2017
9,390 
 
9,390 
 
 
2018
37,037 
 
37,037 
 
 
2019
37,037 
 
37,037 
 
 
2020
26,773 
 
26,773 
 
 
2021
13,252 
 
13,252 
 
 
Thereafter
26,631 
 
26,631 
 
 
Net
150,120 
 
150,120 
 
157,050 
NAST
 
 
 
 
 
Estimated amortization expense
 
 
 
 
 
Remainder of 2017
1,955 
 
1,955 
 
 
2018
7,820 
 
7,820 
 
 
2019
7,820 
 
7,820 
 
 
2020
260 
 
260 
 
 
2021
260 
 
260 
 
 
Thereafter
706 
 
706 
 
 
Global Forwarding
 
 
 
 
 
Estimated amortization expense
 
 
 
 
 
Remainder of 2017
7,267 
 
7,267 
 
 
2018
29,217 
 
29,217 
 
 
2019
29,217 
 
29,217 
 
 
2020
26,513 
 
26,513 
 
 
2021
12,992 
 
12,992 
 
 
Thereafter
25,925 
 
25,925 
 
 
Robinson Fresh
 
 
 
 
 
Estimated amortization expense
 
 
 
 
 
Remainder of 2017
0 
 
0 
 
 
2018
0 
 
0 
 
 
2019
0 
 
0 
 
 
2020
0 
 
0 
 
 
2021
0 
 
0 
 
 
Thereafter
0 
 
0 
 
 
All Other and Corporate
 
 
 
 
 
Estimated amortization expense
 
 
 
 
 
Remainder of 2017
168 
 
168 
 
 
2018
0 
 
0 
 
 
2019
0 
 
0 
 
 
2020
0 
 
0 
 
 
2021
0 
 
0 
 
 
Thereafter
$ 0 
 
$ 0 
 
 
FAIR VALUE MEASUREMENT (Details) (USD $)
Sep. 30, 2017
Dec. 31, 2016
Fair Value Disclosures [Abstract]
 
 
Liability at fair value
$ 0 
$ 0 
FINANCING ARRANGEMENTS (Details) (USD $)
3 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Receivables Securitization Facility
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association
Secured Debt
Apr. 26, 2017
Receivables Securitization Facility
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association
Secured Debt
Sep. 30, 2017
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Sep. 30, 2016
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Sep. 30, 2017
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Sep. 30, 2016
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Jun. 30, 2016
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Sep. 30, 2017
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Federal Funds Rate
Sep. 30, 2017
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
London Interbank Offered Rate (LIBOR)
Sep. 30, 2017
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Current Liability
Dec. 31, 2016
Unsecured Debt
Senior Unsecured Revolving Credit Facility 2019 Term Loan
Current Liability
Aug. 23, 2013
Senior Notes
Series A Notes
Aug. 23, 2013
Senior Notes
Series B Notes
Aug. 23, 2013
Senior Notes
Series C Notes
Aug. 23, 2013
Senior Notes
Note Purchase Agreement
Sep. 30, 2017
Senior Notes
Note Purchase Agreement
Sep. 30, 2017
Line of Credit
Receivables Securitization Facility
London Interbank Offered Rate (LIBOR)
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association
Secured Debt
Sep. 30, 2017
Line of Credit
Receivables Securitization Facility
London Interbank Offered Rate (LIBOR)
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association
Secured Debt
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, maximum borrowing capacity
 
 
$ 250,000,000.0 
$ 900,000,000 
 
$ 900,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowing outstanding
 
250,000,000 
 
 
 
 
 
 
 
 
719,000,000 
740,000,000 
 
 
 
 
 
 
 
Borrowing availability
 
 
 
181,000,000 
 
181,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, basis spread on variable rate
 
 
 
 
 
 
 
 
0.50% 
1.13% 
 
 
 
 
 
 
 
1.97% 
1.88% 
Debt instrument, interest rate during period
 
 
 
2.40% 
1.40% 
2.20% 
1.50% 
 
 
 
 
 
 
 
 
 
 
 
 
Debt, weighted average interest rate
 
 
 
2.40% 
 
2.40% 
 
1.50% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant, leverage ratio, maximum
 
 
 
3.00 
 
3.00 
 
 
 
 
 
 
 
 
 
 
3.00 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
 
 
 
 
 
175,000,000 
150,000,000 
175,000,000 
 
 
 
 
Debt instrument, interest rate, stated percentage
 
 
 
 
 
 
 
 
 
 
 
 
3.97% 
4.26% 
4.60% 
 
 
 
 
Debt instrument, covenant, interest expense ratio, maximum
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.00 
 
 
Debt instrument, covenant, priority debt, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15.00% 
 
 
Debt instrument, redemption price, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
Long-term debt, fair value
$ 537,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCOME TAXES (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Income Tax Contingency [Line Items]
 
 
 
 
Estimated effect on income taxes payable from foreign earnings repatriated
 
 
$ 29.0 
 
Effective income tax
34.20% 
36.70% 
35.20% 
37.10% 
Accounting Standards Update 2016-09
 
 
 
 
Income Tax Contingency [Line Items]
 
 
 
 
Effective income tax rate reconciliation, share-based compensation, excess tax benefit amount
$ 1.3 
 
$ 11.9 
 
STOCK AWARD PLANS - Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
$ 7,667 
$ 4,841 
$ 24,509 
$ 30,626 
Stock options
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
1,715 
603 
5,341 
5,818 
Stock awards
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
5,427 
3,747 
17,149 
22,768 
Company expense on ESPP discount
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
$ 525 
$ 491 
$ 2,019 
$ 2,040 
STOCK AWARD PLANS - Additional Information (Details) (USD $)
3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Stock Option
May 12, 2016
Stock Option
Sep. 30, 2017
Restricted Stock Awards
Compensation Related Costs Share Based Payments Disclosure [Line Items]
 
 
 
 
Maximum shares that can be granted under stock plan (shares)
 
 
13,041,803 
 
Shares available for stock awards (shares)
 
4,928,988 
 
 
Stock award, vesting period
 
5 years 
 
5 years 
Unrecognized compensation expense
 
$ 51,000,000 
 
$ 119,300,000 
Restricted stock awards, discount for post-vesting holding restriction, lower limit
 
 
 
15.00% 
Restricted stock awards, discount for post-vesting holding restriction, upper limit
 
 
 
22.00% 
Maximum employee contribution to purchase company stock
$ 10,000 
 
 
 
Discount rate used to determine the purchase price
15.00% 
 
 
 
STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Shares purchased by employees (shares)
45,986 
 
 
 
Aggregate cost to employees
$ 2,975 
 
 
 
Expense recognized by the company
7,667 
4,841 
24,509 
30,626 
Company expense on ESPP discount
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Expense recognized by the company
$ 525 
$ 491 
$ 2,019 
$ 2,040 
LITIGATION (Details) (Contingent Auto Liability Claim)
9 Months Ended
Sep. 30, 2017
case
Contingent Auto Liability Claim
 
Loss Contingencies [Line Items]
 
Contingency auto liability cases (case)
17 
ACQUISITIONS - Additional Information (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended
Mar. 31, 2017
Sep. 30, 2017
Sep. 30, 2016
Aug. 31, 2017
Milgram & Company Ltd.
Sep. 30, 2016
APC Logistics
Business Acquisition [Line Items]
 
 
 
 
 
Total purchase consideration. net of cash acquired
 
 
 
$ 46,700,000 
 
Total purchase price
 
 
 
 
229,400,000 
Payments related to working capital adjustment
$ 1,800,000 
$ 48,446,000 
$ 220,203,000 
 
 
ACQUISITIONS - Schedule of Finite-Lived Intangible Assets by Major Class (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 0 Months Ended
Sep. 30, 2016
APC Logistics
Aug. 31, 2017
Customer relationships
Milgram & Company Ltd.
Aug. 31, 2017
Customer relationships
Milgram & Company Ltd.
Sep. 30, 2016
Customer relationships
APC Logistics
Sep. 30, 2016
Customer relationships
APC Logistics
Business Acquisition [Line Items]
 
 
 
 
 
Estimated Life (years)
 
7 years 
 
7 years 
 
Identifiable intangible assets
$ 78,842 
 
$ 14,004 
 
$ 78,842 
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2016
APC Logistics
Business Acquisition [Line Items]
 
 
 
Cash
 
 
$ 10,181 
Receivables
 
 
37,190 
Inventory and other current assets
 
 
2,609 
Property and equipment
 
 
1,696 
Identifiable intangible assets
 
 
78,842 
Goodwill
1,275,550 
1,232,796 
132,797 
Other noncurrent assets
 
 
70 
Long term deferred tax asset
 
 
814 
Total assets
 
 
264,199 
Accounts payable
 
 
(22,147)
Accrued expenses
 
 
(12,700)
Estimated net assets acquired
 
 
$ 229,352 
SEGMENT REPORTING - Additional Information (Details)
9 Months Ended
Sep. 30, 2017
segment
Segment Reporting [Abstract]
 
Number of reportable segments (segment)
3 
SEGMENT REPORTING - Summary of Segment Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
employee
Sep. 30, 2016
employee
Sep. 30, 2017
employee
Sep. 30, 2016
employee
Dec. 31, 2016
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
$ 3,784,451 
$ 3,355,754 
$ 10,909,594 
$ 9,729,438 
 
Net Revenues
593,846 
558,462 
1,736,201 
1,716,012 
 
Income from Operations
194,465 
211,267 
564,243 
643,966 
 
Depreciation and amortization
23,963 
17,657 
69,340 
52,716 
 
Total assets
4,175,588 
3,664,062 
4,175,588 
3,664,062 
3,687,758 
Average headcount (employee)
14,903 
13,706 
14,590 
13,478 
 
NAST
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
2,585,216 
2,331,915 
7,439,416 
6,667,821 
 
Net Revenues
377,403 
378,073 
1,109,749 
1,161,074 
 
Income from Operations
151,392 
171,733 
447,553 
516,805 
 
Depreciation and amortization
5,808 
5,547 
17,104 
16,551 
 
Total assets
2,297,980 
2,115,467 
2,297,980 
2,115,467 
 
Average headcount (employee)
6,998 
6,869 
6,921 
6,767 
 
Global Forwarding
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
560,007 
399,572 
1,573,198 
1,122,300 
 
Net Revenues
129,842 
93,368 
357,411 
283,458 
 
Income from Operations
31,125 
17,047 
75,006 
56,300 
 
Depreciation and amortization
8,455 
5,073 
24,574 
15,231 
 
Total assets
840,762 
625,267 
840,762 
625,267 
 
Average headcount (employee)
4,301 
3,559 
4,113 
3,523 
 
Robinson Fresh
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
656,918 
622,640 
1,937,375 
1,897,882 
 
Net Revenues
54,253 
57,036 
171,936 
183,041 
 
Income from Operations
11,586 
17,733 
40,487 
62,777 
 
Depreciation and amortization
1,190 
983 
3,534 
2,590 
 
Total assets
413,520 
405,832 
413,520 
405,832 
 
Average headcount (employee)
970 
956 
966 
939 
 
All Other and Corporate
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
152,479 
122,452 
442,311 
360,402 
 
Net Revenues
32,348 
29,985 
97,105 
88,439 
 
Income from Operations
362 
4,754 
1,197 
8,084 
 
Depreciation and amortization
8,510 
6,054 
24,128 
18,344 
 
Total assets
623,326 
517,496 
623,326 
517,496 
 
Average headcount (employee)
2,634 
2,322 
2,590 
2,249 
 
Operating Segments
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
3,784,451 
3,355,754 
10,909,594 
9,729,438 
 
Operating Segments |
NAST
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
2,469,420 
2,252,187 
7,110,223 
6,456,281 
 
Operating Segments |
Global Forwarding
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
552,134 
390,830 
1,549,742 
1,098,715 
 
Operating Segments |
Robinson Fresh
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
613,646 
590,385 
1,821,094 
1,814,682 
 
Operating Segments |
All Other and Corporate
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
149,251 
122,352 
428,535 
359,760 
 
Intersegment revenues(1)
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
(170,169)
(120,825)
(482,706)
(318,967)
 
Intersegment revenues(1) |
NAST
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
115,796 
79,728 
329,193 
211,540 
 
Intersegment revenues(1) |
Global Forwarding
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
7,873 
8,742 
23,456 
23,585 
 
Intersegment revenues(1) |
Robinson Fresh
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
43,272 
32,255 
116,281 
83,200 
 
Intersegment revenues(1) |
All Other and Corporate
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Total Revenues
$ 3,228 
$ 100 
$ 13,776 
$ 642 
 
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Stockholders' Equity Note [Abstract]
 
 
Accumulated other comprehensive loss
$ 22,900 
$ 61,442