C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 11/4/2022
Quarterly Report
v3.22.2.2
Cover - shares
9 Months Ended
Sep. 30, 2022
Nov. 02, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2022  
Document Transition Report false  
Entity File Number 000-23189  
Entity Registrant Name C.H. ROBINSON WORLDWIDE, INC.  
Entity Central Index Key 0001043277  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 41-1883630  
Entity Address, Address Line One 14701 Charlson Road  
Entity Address, City or Town Eden Prairie  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55347  
City Area Code 952  
Local Phone Number 937-8500  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   117,709,468
v3.22.2.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 187,532 $ 257,413
Receivables, net of allowance for credit loss of $33,480 and $41,542 3,802,160 3,963,487
Contract assets, net of allowance for credit loss 363,697 453,660
Prepaid expenses and other 79,977 129,593
Total current assets 4,433,366 4,804,153
Property and equipment, net of accumulated depreciation and amortization 158,706 139,831
Goodwill 1,458,303 1,484,754
Other intangible assets, net of accumulated amortization 68,122 89,606
Right-of-use lease assets 349,386 292,559
Deferred tax assets 207,452 124,900
Other assets 120,195 92,309
Total assets 6,795,530 7,028,112
Current liabilities:    
Accounts payable 1,662,606 1,813,473
Outstanding checks 93,163 105,828
Accrued expenses:    
Compensation 204,661 201,421
Transportation expense 280,500 342,778
Income taxes 62,912 100,265
Other accrued liabilities 205,034 171,266
Current lease liabilities 71,002 66,311
Current portion of debt 779,000 525,000
Total current liabilities 3,358,878 3,326,342
Long-term debt 1,419,380 1,393,649
Noncurrent lease liabilities 293,325 241,369
Noncurrent income taxes payable 26,865 28,390
Deferred tax liabilities 18,041 16,113
Other long-term liabilities 1,480 315
Total liabilities 5,117,969 5,006,178
Stockholders’ investment:    
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding 0 0
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,206 shares issued, 120,594 and 129,186 outstanding 12,059 12,919
Additional paid-in capital 731,496 673,628
Retained earnings 5,567,592 4,936,861
Accumulated other comprehensive loss (137,650) (61,134)
Treasury stock at cost (58,610 and 50,020 shares) (4,495,936) (3,540,340)
Total stockholders’ investment 1,677,561 2,021,934
Total liabilities and stockholders’ investment $ 6,795,530 $ 7,028,112
v3.22.2.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 33,480 $ 41,542
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, authorized (shares) 20,000,000 20,000,000
Preferred stock, issued (shares) 0 0
Preferred stock, outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, authorized (shares) 480,000,000 480,000,000
Common stock, issued (shares) 179,204,000 179,206,000
Common stock, outstanding (shares) 120,594,000 129,186,000
Treasury stock (shares) 58,610,000 50,020,000
v3.22.2.2
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Revenues:        
Total revenues $ 6,015,376 $ 6,263,695 $ 19,629,804 $ 16,600,290
Costs and expenses:        
Personnel expenses 437,545 399,880 1,295,670 1,123,616
Other selling, general, and administrative expenses 162,040 133,543 426,585 377,430
Total costs and expenses 5,727,767 5,952,926 18,527,056 15,805,588
Income from operations 287,609 310,769 1,102,748 794,702
Interest and other income/expense, net (15,972) (16,662) (57,541) (41,419)
Income before provision for income taxes 271,637 294,107 1,045,207 753,283
Provision for income taxes 45,839 47,054 200,876 139,136
Net income 225,798 247,053 844,331 614,147
Other comprehensive loss (49,790) (12,034) (76,516) (19,482)
Comprehensive income $ 176,008 $ 235,019 $ 767,815 $ 594,665
Basic net income per share (in dollars per share) $ 1.81 $ 1.87 $ 6.60 $ 4.61
Diluted net income per share (in dollars per share) $ 1.78 $ 1.85 $ 6.50 $ 4.56
Basic weighted average shares outstanding (shares) 124,980 131,845 127,944 133,201
Dilutive effect of outstanding stock awards (shares) 2,210 1,591 1,895 1,460
Diluted weighted average shares outstanding (shares) 127,190 133,436 129,839 134,661
Transportation        
Revenues:        
Total revenues $ 5,724,364 $ 5,999,901 $ 18,718,357 $ 15,800,576
Costs and expenses:        
Purchased products and services 4,862,541 5,180,390 15,979,639 13,580,980
Sourcing        
Revenues:        
Total revenues 291,012 263,794 911,447 799,714
Costs and expenses:        
Purchased products and services $ 265,641 $ 239,113 $ 825,162 $ 723,562
v3.22.2.2
Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2022
Sep. 30, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance (in shares)     129,186       129,186  
Beginning balance $ 2,052,415 $ 2,095,502 $ 2,021,934 $ 1,906,170 $ 1,868,187 $ 1,879,933 $ 2,021,934 $ 1,879,933
Net income 225,798 348,185 270,348 247,053 193,789 173,305 $ 844,331 614,147
Foreign currency adjustments (49,790) (33,596) 6,870 (12,034) (162) (7,286)    
Dividends declared (69,552) (71,506) (72,542) (68,316) (69,094) (69,606)    
Stock issued for employee benefit plans 37,028 20,886 8,904 4,346 16,594 (3,003)    
Issuance of restricted stock, net of forfeitures           0    
Stock-based compensation expense 25,811 27,929 24,606 40,812 29,161 23,989    
Repurchase of common stock $ (544,149) (334,985) (164,618) (167,231) (132,305) (129,145)    
Ending balance (in shares) 120,594           120,594  
Ending balance $ 1,677,561 $ 2,052,415 $ 2,095,502 $ 1,950,800 $ 1,906,170 $ 1,868,187 $ 1,677,561 $ 1,950,800
Dividends declared, per share (in dollars per share) $ 0.55 $ 0.55 $ 0.55 $ 0.51 $ 0.51 $ 0.51    
Common Stock                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance (in shares) 125,116 128,011 129,186 132,135 133,243 134,298 129,186 134,298
Beginning balance $ 12,512 $ 12,801 $ 12,919 $ 13,213 $ 13,324 $ 13,430 $ 12,919 $ 13,430
Stock issued for employee benefit plans (in shares) 555 316 418 91 250 357    
Stock issued for employee benefit plans $ 56 $ 31 $ 42 $ 9 $ 25 $ 36    
Issuance of restricted stock, net of forfeitures (in shares)           (26)    
Issuance of restricted stock, net of forfeitures           $ (3)    
Stock-based compensation expense (in shares) 0 0 0 0 0 0    
Stock-based compensation expense $ 0 $ 0 $ 0 $ 0 $ 0 $ 0    
Repurchase of common stock (in shares) (5,077) (3,211) (1,593) (1,850) (1,358) (1,386)    
Repurchase of common stock $ (509) $ (320) $ (160) $ (184) $ (136) $ (139)    
Ending balance (in shares) 120,594 125,116 128,011 130,376 132,135 133,243 120,594 130,376
Ending balance $ 12,059 $ 12,512 $ 12,801 $ 13,038 $ 13,213 $ 13,324 $ 12,059 $ 13,038
Additional Paid-in Capital                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance 709,163 680,857 673,628 597,788 568,209 566,022 673,628 566,022
Stock issued for employee benefit plans (3,478) 377 (17,377) (1,418) 418 (21,805)    
Issuance of restricted stock, net of forfeitures           3    
Stock-based compensation expense 25,811 27,929 24,606 40,812 29,161 23,989    
Ending balance 731,496 709,163 680,857 637,182 597,788 568,209 731,496 637,182
Retained Earnings                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance 5,411,346 5,134,667 4,936,861 4,601,227 4,476,532 4,372,833 4,936,861 4,372,833
Net income 225,798 348,185 270,348 247,053 193,789 173,305    
Dividends declared (69,552) (71,506) (72,542) (68,316) (69,094) (69,606)    
Ending balance 5,567,592 5,411,346 5,134,667 4,779,964 4,601,227 4,476,532 5,567,592 4,779,964
Accumulated Other Comprehensive Loss                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance (87,860) (54,264) (61,134) (53,446) (53,284) (45,998) (61,134) (45,998)
Foreign currency adjustments (49,790) (33,596) 6,870 (12,034) (162) (7,286)    
Ending balance (137,650) (87,860) (54,264) (65,480) (53,446) (53,284) (137,650) (65,480)
Treasury Stock                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Beginning balance (3,992,746) (3,678,559) (3,540,340) (3,252,612) (3,136,594) (3,026,354) (3,540,340) (3,026,354)
Stock issued for employee benefit plans 40,450 20,478 26,239 5,755 16,151 18,766    
Stock-based compensation expense 0 0 0 0 0 0    
Repurchase of common stock (543,640) (334,665) (164,458) (167,047) (132,169) (129,006)    
Ending balance $ (4,495,936) $ (3,992,746) $ (3,678,559) $ (3,413,904) $ (3,252,612) $ (3,136,594) $ (4,495,936) $ (3,413,904)
v3.22.2.2
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]            
Dividends declared, per share (in dollars per share) $ 0.55 $ 0.55 $ 0.55 $ 0.51 $ 0.51 $ 0.51
v3.22.2.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
OPERATING ACTIVITIES    
Net income $ 844,331 $ 614,147
Adjustments to reconcile net income to net cash used for operating activities:    
Depreciation and amortization 68,723 68,621
Provision for credit losses (2,407) 3,979
Stock-based compensation 78,346 93,962
Deferred income taxes (76,362) (11,683)
Excess tax benefit on stock-based compensation (12,440) (10,830)
Other operating activities (24,011) 1,384
Changes in operating elements, net of acquisitions:    
Receivables 66,536 (1,290,485)
Contract assets 90,481 (220,889)
Prepaid expenses and other 13,437 (38,525)
Accounts payable and outstanding checks (109,493) 595,036
Accrued compensation 6,701 35,413
Accrued transportation expense (62,278) 165,580
Accrued income taxes (24,202) 6,400
Other accrued liabilities 22,209 4,947
Other assets and liabilities (2,782) 2,043
Net cash provided by operating activities 876,789 19,100
INVESTING ACTIVITIES    
Purchases of property and equipment (50,719) (26,503)
Purchases and development of software (49,935) (26,062)
Acquisitions, net of cash acquired 0 14,749
Proceeds from sale of property and equipment 63,208 0
Net cash used for investing activities (37,446) (67,314)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 93,415 43,183
Stock tendered for payment of withholding taxes (26,597) (25,246)
Repurchase of common stock (1,023,578) (428,801)
Cash dividends (216,258) (208,926)
Proceeds from long-term borrowings 200,000 0
Payments on long-term borrowings 0 (2,048)
Proceeds from short-term borrowings 3,674,000 2,768,000
Payments on short-term borrowings (3,595,000) (2,136,251)
Net cash (used for) provided by financing activities (894,018) 9,911
Effect of exchange rates on cash and cash equivalents (15,206) (2,844)
Net change in cash and cash equivalents (69,881) (41,147)
Cash and cash equivalents, beginning of period 257,413 243,796
Cash and cash equivalents, end of period $ 187,532 $ 202,649
v3.22.2.2
BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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, Oceania, 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”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
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 annual 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, 2021.
PROPERTY AND EQUIPMENT
During the second quarter of 2022, we sold an office building in Kansas City, Missouri, which had been previously classified as held-for-sale assets, for a sales price of $55 million and recognized a gain of $23.5 million on the sale of the building in the nine months ended September 30, 2022. We simultaneously entered into an agreement to lease the office building for 10 years.
RECENTLY ISSUED ACCOUNTING STANDARDS
For the nine months ended September 30, 2022, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2021$1,196,333 $210,391 $78,030 $1,484,754 
Foreign currency translation(15,180)(7,839)(3,432)(26,451)
Balance, September 30, 2022$1,181,153 $202,552 $74,598 $1,458,303 

Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of September 30, 2022.
Identifiable intangible assets consisted of the following (in thousands):
September 30, 2022December 31, 2021
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$156,619 $(97,097)$59,522 $169,308 $(88,302)$81,006 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$165,219 $(97,097)$68,122 $177,908 $(88,302)$89,606 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Amortization expense$5,782 $6,130 $17,773 $19,416 
Finite-lived intangible assets, by reportable segment, as of September 30, 2022, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2022$2,021 $3,326 $243 $5,590 
20238,084 10,929 974 19,987 
20248,008 3,266 974 12,248 
20257,857 2,066 974 10,897 
20267,857 335 666 8,858 
Thereafter1,310 — 632 1,942 
Total$59,522 
v3.22.2.2
FAIR VALUE MEASUREMENT
9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
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, 2022 and December 31, 2021. There were no transfers between levels during the period.
v3.22.2.2
FINANCING ARRANGEMENTS
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
September 30, 2022December 31, 2021MaturitySeptember 30, 2022December 31, 2021
Revolving credit facility4.27 %1.23 %October 2023$104,000 $525,000 
364-day revolving credit facility3.50 %— May 2023500,000 — 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
3.74 %0.73 %November 2023499,552 299,481 
Senior Notes (1)
4.20 %4.20 %April 2028594,828 594,168 
Total debt2,198,380 1,918,649 
Less: Current maturities and short-term borrowing(779,000)(525,000)
Long-term debt$1,419,380 $1,393,649 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion and a maturity date of October 24, 2023. 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 applicable 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 ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.
364-DAY UNSECURED REVOLVING CREDIT FACILITY
On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. Borrowings under the 364-day Credit Agreement generally bear interest at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent. The alternate base rate is determined by a pricing schedule (which is the highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent). In addition, there is a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to 0.175 percent per annum. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The 364-day Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00. The 364-day Credit Agreement also contains customary events of default.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $459.5 million on September 30, 2022. We estimate the fair value of the Notes 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 the Notes were recorded at fair value, they would be classified as Level 2. Series A matures in August 2023 and is classified as current portion of debt in our Condensed Consolidated Balance Sheets as of September 30, 2022.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 20 percent.
The Note Purchase Agreement provides for customary events of default. 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, LLC, a Delaware limited liability company 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. On November 19, 2021, we amended the Note Purchase Agreement to among other things, facilitate the terms of the Receivables Securitization Facility.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. 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 with a total availability of $500 million as of September 30, 2022. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties and is recorded as a noncurrent liability as of September 30, 2022. 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. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on long-term borrowings on the consolidated statement of cash flows.
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.
On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility.

SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $558.5 million as of September 30, 2022, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.8 million as of September 30, 2022.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we
will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $7.9 million is currently utilized for standby letters of credit related to insurance collateral as of September 30, 2022. These standby letters of credit are renewed annually and were undrawn as of September 30, 2022.
v3.22.2.2
INCOME TAXES
9 Months Ended
Sep. 30, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and nine months ended September 30, 2022 and 2021, is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.4 0.6 1.9 1.5 
Share based payment awards(1.6)0.4 (1.1)(0.8)
Foreign tax credits0.2 (0.1)(0.8)(0.3)
Other U.S. tax credits and incentives(6.2)(3.0)(2.3)(1.7)
Foreign2.8 (4.2)0.3 (1.5)
Other(1.7)1.3 0.2 0.3 
Effective income tax rate16.9 %16.0 %19.2 %18.5 %

We have asserted that the unremitted earnings of a limited number of our foreign subsidiaries are permanently reinvested to support expansion of our international business. If we repatriated all foreign earnings that are considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of September 30, 2022.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allowed for a deferral of the employer share of federal payroll taxes. We have recognized a payroll deferral of $14.7 million under the CARES Act, which is due on December 31, 2022.
As of September 30, 2022, we have $41.6 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.7 million in the next 12 months due to the lapsing of statutes of limitations. 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 2015. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
v3.22.2.2
STOCK AWARD PLANS
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
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,
2022202120222021
Stock options$3,262 $4,070 $9,744 $12,064 
Stock awards21,788 36,012 65,738 79,361 
Company expense on ESPP discount761 730 2,864 2,537 
Total stock-based compensation expense$25,811 $40,812 $78,346 $93,962 

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. There were 4,432,184 shares available for stock awards under the Plan as of September 30, 2022. Shares subject to awards under the Plan or certain of our prior plans 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 stock options to certain key employees through 2020. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of September 30, 2022, unrecognized compensation expense related to stock options was $16.7 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards 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 any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 12 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discounts. These grants are being expensed based on the terms of the awards.
Performance-based Awards
We have awarded performance-based restricted shares through 2020 to certain key employees. These awards vest over a five-year period based on the company’s earnings growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain earnings per share and adjusted gross profit growth targets.
Time-based Awards
We award time-based restricted stock units to certain key employees. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment. These grants are being expensed based on the terms of the awards.
We granted 330,072 PSUs and 634,118 time-based restricted stock units on February 9, 2022. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $76.74 and $74.67, respectively. Time-based awards are eligible to vest over a three-year period with a first vesting date of December 31, 2022.
We have also issued restricted stock units to certain key employees and non-employee directors, 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, 2022, there was unrecognized compensation expense of $122.7 million related to previously granted stock awards assuming maximum achievement is obtained on our performance-based awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings and adjusted gross profit 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. The 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 (dollars in thousands): 
Three Months Ended September 30, 2022
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
52,660 $4,311 $761 
v3.22.2.2
LITIGATION
9 Months Ended
Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION LITIGATIONWe are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain 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.
v3.22.2.2
ACQUISITIONS
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Combinex Holding B.V.
On June 3, 2021, we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$3,942 
There was $10.8 million of goodwill recorded related to the acquisition of Combinex. The Combinex goodwill is a result of acquiring and retaining the Combinex workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. The goodwill will not be deductible for tax purposes. The results of operations of Combinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since June 3, 2021.
v3.22.2.2
SEGMENT REPORTING
9 Months Ended
Sep. 30, 2022
Segment Reporting [Abstract]  
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. We identify two reportable segments in addition to All Other and Corporate as summarized below:
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 and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services 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 (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Reportable segment information as of, and for the three and nine months ended September 30, 2022 and 2021, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2022
Total revenues$4,002,461 $1,511,115 $501,800 $6,015,376 
Income (loss) from operations211,899 85,953 (10,243)287,609 
Depreciation and amortization5,739 5,368 11,868 22,975 
Total assets(1)
3,624,333 2,266,923 904,274 6,795,530 
Average employee headcount7,493 5,861 4,691 18,045 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2021
Total revenues$3,814,988 $1,978,901 $469,806 $6,263,695 
Income (loss) from operations149,035 165,155 (3,421)310,769 
Depreciation and amortization6,620 5,427 10,359 22,406 
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606 
Average employee headcount6,764 5,167 4,037 15,968 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Nine Months Ended September 30, 2022
Total revenues$12,264,396 $5,798,702 $1,566,706 $19,629,804 
Income from operations670,752 421,148 10,848 1,102,748 
Depreciation and amortization18,101 16,394 34,228 68,723 
Total assets(1)
3,624,333 2,266,923 904,274 6,795,530 
Average employee headcount7,420 5,735 4,497 17,652 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Nine Months Ended September 30, 2021
Total revenues$10,611,892 $4,585,734 $1,402,664 $16,600,290 
Income (loss) from operations436,911 363,956 (6,165)794,702 
Depreciation and amortization19,779 17,352 31,490 68,621 
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606 
Average employee headcount6,650 4,951 3,881 15,482 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.22.2.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
9 Months Ended
Sep. 30, 2022
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended September 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,002,461 $1,511,115 $210,788 $5,724,364 
Sourcing(2)
— — 291,012 291,012 
Total$4,002,461 $1,511,115 $501,800 $6,015,376 
Three Months Ended September 30, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,814,988 $1,978,901 $206,012 $5,999,901 
Sourcing(2)
— — 263,794 263,794 
Total$3,814,988 $1,978,901 $469,806 $6,263,695 
Nine Months Ended September 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$12,264,396 $5,798,702 $655,259 $18,718,357 
Sourcing(2)
— — 911,447 911,447 
Total$12,264,396 $5,798,702 $1,566,706 $19,629,804 
Nine Months Ended September 30, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$10,611,892 $4,585,734 $602,950 $15,800,576 
Sourcing(2)
— — 799,714 799,714 
Total$10,611,892 $4,585,734 $1,402,664 $16,600,290 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of September 30, 2022, and revenue recognized in the three and nine months ended September 30, 2022 and 2021 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end and the timing of customer invoicing.
v3.22.2.2
LEASES
9 Months Ended
Sep. 30, 2022
Leases [Abstract]  
LEASES LEASESWe determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of September 30, 2022.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, is as follows (dollars in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Lease Costs2022202120222021
Operating lease expense$23,342 $21,220 $68,069 $64,241 
Short-term lease expense1,743 2,871 5,340 5,934 
Total lease expense$25,085 $24,091 $73,409 $70,175 
Nine Months Ended September 30,
Other Lease Information20222021
Operating cash flows from operating leases$67,939 $70,997 
Right-of-use lease assets obtained in exchange for new lease liabilities122,869 38,028 
Lease Term and Discount RateAs of September 30, 2022
Weighted average remaining lease term (in years)(1)
6.5
Weighted average discount rate3.2 %
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, which commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 5.3 years.
The maturities of lease liabilities as of September 30, 2022, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2022$15,277 
202387,027 
202468,559 
202555,424 
202645,347 
Thereafter137,715 
Total lease payments409,349 
Less: Interest(45,022)
Present value of lease liabilities$364,327 
v3.22.2.2
ALLOWANCE FOR CREDIT LOSSES
9 Months Ended
Sep. 30, 2022
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the nine months ended September 30, 2022 (in thousands):
Balance, December 31, 2021$41,542 
Provision(1,888)
Write-offs(6,174)
Balance, September 30, 2022$33,480 
Recoveries of amounts previously written off were not significant for the three and nine months ended September 30, 2022.
v3.22.2.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
9 Months Ended
Sep. 30, 2022
Stockholders' Equity Note [Abstract]  
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 on September 30, 2022 and December 31, 2021, was $137.7 million and $61.1 million, respectively. The recorded balance on September 30, 2022 and December 31, 2021 is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $49.8 million for the three months ended September 30, 2022 primarily driven by fluctuations in the Euro, Singapore Dollar, Yuan, and Australian Dollar. Other comprehensive loss was $12.0 million for the three months ended September 30, 2021 primarily driven by fluctuations in the Singapore Dollar and Australian Dollar.
Other comprehensive loss was $76.5 million for the nine months ended September 30, 2022 primarily driven by fluctuations in the Singapore Dollar, Euro, Yuan, and Australian Dollar. Other comprehensive loss was $19.5 million for the nine months ended September 30, 2021 primarily driven by fluctuations in the Singapore Dollar and Australian Dollar.
v3.22.2.2
BASIS OF PRESENTATION (Policies)
9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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, Oceania, 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”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
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 annual 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, 2021.
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS For the nine months ended September 30, 2022, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
GOODWILL Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of September 30, 2022.
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.
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
9 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2021$1,196,333 $210,391 $78,030 $1,484,754 
Foreign currency translation(15,180)(7,839)(3,432)(26,451)
Balance, September 30, 2022$1,181,153 $202,552 $74,598 $1,458,303 
Schedule of Intangible Assets Identifiable intangible assets consisted of the following (in thousands):
September 30, 2022December 31, 2021
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$156,619 $(97,097)$59,522 $169,308 $(88,302)$81,006 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$165,219 $(97,097)$68,122 $177,908 $(88,302)$89,606 
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,
2022202120222021
Amortization expense$5,782 $6,130 $17,773 $19,416 
Schedule of Future Amortization of Finite-Lived Intangible Assets Finite-lived intangible assets, by reportable segment, as of September 30, 2022, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2022$2,021 $3,326 $243 $5,590 
20238,084 10,929 974 19,987 
20248,008 3,266 974 12,248 
20257,857 2,066 974 10,897 
20267,857 335 666 8,858 
Thereafter1,310 — 632 1,942 
Total$59,522 
v3.22.2.2
FINANCING ARRANGEMENTS (Tables)
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
September 30, 2022December 31, 2021MaturitySeptember 30, 2022December 31, 2021
Revolving credit facility4.27 %1.23 %October 2023$104,000 $525,000 
364-day revolving credit facility3.50 %— May 2023500,000 — 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
3.74 %0.73 %November 2023499,552 299,481 
Senior Notes (1)
4.20 %4.20 %April 2028594,828 594,168 
Total debt2,198,380 1,918,649 
Less: Current maturities and short-term borrowing(779,000)(525,000)
Long-term debt$1,419,380 $1,393,649 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.22.2.2
INCOME TAXES (Tables)
9 Months Ended
Sep. 30, 2022
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and nine months ended September 30, 2022 and 2021, is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.4 0.6 1.9 1.5 
Share based payment awards(1.6)0.4 (1.1)(0.8)
Foreign tax credits0.2 (0.1)(0.8)(0.3)
Other U.S. tax credits and incentives(6.2)(3.0)(2.3)(1.7)
Foreign2.8 (4.2)0.3 (1.5)
Other(1.7)1.3 0.2 0.3 
Effective income tax rate16.9 %16.0 %19.2 %18.5 %
v3.22.2.2
STOCK AWARD PLANS (Tables)
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation 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,
2022202120222021
Stock options$3,262 $4,070 $9,744 $12,064 
Stock awards21,788 36,012 65,738 79,361 
Company expense on ESPP discount761 730 2,864 2,537 
Total stock-based compensation expense$25,811 $40,812 $78,346 $93,962 
Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended September 30, 2022
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
52,660 $4,311 $761 
v3.22.2.2
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2022
Combinex Holding B.V.  
Business Acquisition [Line Items]  
Schedule of Identifiable Intangible Assets and Estimated Useful Lives Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$3,942 
v3.22.2.2
SEGMENT REPORTING (Tables)
9 Months Ended
Sep. 30, 2022
Segment Reporting [Abstract]  
Summary of Segment Information eportable segment information as of, and for the three and nine months ended September 30, 2022 and 2021, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2022
Total revenues$4,002,461 $1,511,115 $501,800 $6,015,376 
Income (loss) from operations211,899 85,953 (10,243)287,609 
Depreciation and amortization5,739 5,368 11,868 22,975 
Total assets(1)
3,624,333 2,266,923 904,274 6,795,530 
Average employee headcount7,493 5,861 4,691 18,045 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2021
Total revenues$3,814,988 $1,978,901 $469,806 $6,263,695 
Income (loss) from operations149,035 165,155 (3,421)310,769 
Depreciation and amortization6,620 5,427 10,359 22,406 
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606 
Average employee headcount6,764 5,167 4,037 15,968 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Nine Months Ended September 30, 2022
Total revenues$12,264,396 $5,798,702 $1,566,706 $19,629,804 
Income from operations670,752 421,148 10,848 1,102,748 
Depreciation and amortization18,101 16,394 34,228 68,723 
Total assets(1)
3,624,333 2,266,923 904,274 6,795,530 
Average employee headcount7,420 5,735 4,497 17,652 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Nine Months Ended September 30, 2021
Total revenues$10,611,892 $4,585,734 $1,402,664 $16,600,290 
Income (loss) from operations436,911 363,956 (6,165)794,702 
Depreciation and amortization19,779 17,352 31,490 68,621 
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606 
Average employee headcount6,650 4,951 3,881 15,482 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.22.2.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
9 Months Ended
Sep. 30, 2022
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended September 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,002,461 $1,511,115 $210,788 $5,724,364 
Sourcing(2)
— — 291,012 291,012 
Total$4,002,461 $1,511,115 $501,800 $6,015,376 
Three Months Ended September 30, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,814,988 $1,978,901 $206,012 $5,999,901 
Sourcing(2)
— — 263,794 263,794 
Total$3,814,988 $1,978,901 $469,806 $6,263,695 
Nine Months Ended September 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$12,264,396 $5,798,702 $655,259 $18,718,357 
Sourcing(2)
— — 911,447 911,447 
Total$12,264,396 $5,798,702 $1,566,706 $19,629,804 
Nine Months Ended September 30, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$10,611,892 $4,585,734 $602,950 $15,800,576 
Sourcing(2)
— — 799,714 799,714 
Total$10,611,892 $4,585,734 $1,402,664 $16,600,290 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.22.2.2
LEASES (Tables)
9 Months Ended
Sep. 30, 2022
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, is as follows (dollars in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Lease Costs2022202120222021
Operating lease expense$23,342 $21,220 $68,069 $64,241 
Short-term lease expense1,743 2,871 5,340 5,934 
Total lease expense$25,085 $24,091 $73,409 $70,175 
Nine Months Ended September 30,
Other Lease Information20222021
Operating cash flows from operating leases$67,939 $70,997 
Right-of-use lease assets obtained in exchange for new lease liabilities122,869 38,028 
Lease Term and Discount RateAs of September 30, 2022
Weighted average remaining lease term (in years)(1)
6.5
Weighted average discount rate3.2 %
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, which commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 5.3 years.
Schedule of Maturity of Lease Liabilities The maturities of lease liabilities as of September 30, 2022, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2022$15,277 
202387,027 
202468,559 
202555,424 
202645,347 
Thereafter137,715 
Total lease payments409,349 
Less: Interest(45,022)
Present value of lease liabilities$364,327 
v3.22.2.2
ALLOWANCE FOR CREDIT LOSSES (Tables)
9 Months Ended
Sep. 30, 2022
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the nine months ended September 30, 2022 (in thousands):
Balance, December 31, 2021$41,542 
Provision(1,888)
Write-offs(6,174)
Balance, September 30, 2022$33,480 
v3.22.2.2
BASIS OF PRESENTATION (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2022
Sep. 30, 2022
Sep. 30, 2021
Property, Plant and Equipment [Line Items]      
Proceeds from sale of property and equipment   $ 63,208 $ 0
Kansas City Office Building      
Property, Plant and Equipment [Line Items]      
Sale Leaseback Transaction, Term 10 years    
Office Space, Kansas City, Missouri | Discontinued Operations, Held-for-sale or Disposed of by Sale      
Property, Plant and Equipment [Line Items]      
Proceeds from sale of property and equipment $ 55,000    
Gain (Loss) on Sale of Properties   $ 23,500  
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2022
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,484,754
Foreign currency translation (26,451)
Balance, end of period 1,458,303
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,196,333
Foreign currency translation (15,180)
Balance, end of period 1,181,153
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 210,391
Foreign currency translation (7,839)
Balance, end of period 202,552
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 78,030
Foreign currency translation (3,432)
Balance, end of period $ 74,598
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Finite-lived intangibles    
Accumulated Amortization $ (97,097) $ (88,302)
Finite-lived intangible assets, net 59,522  
Indefinite-lived intangibles    
Total intangibles, Cost 165,219 177,908
Total intangibles, Net 68,122 89,606
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 156,619 169,308
Accumulated Amortization (97,097) (88,302)
Finite-lived intangible assets, net $ 59,522 $ 81,006
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 5,782 $ 6,130 $ 17,773 $ 19,416
v3.22.2.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Sep. 30, 2022
USD ($)
Estimated amortization expense  
Remaining 2022 $ 5,590
2023 19,987
2024 12,248
2025 10,897
2026 8,858
Thereafter 1,942
Finite-lived intangible assets, net 59,522
NAST  
Estimated amortization expense  
Remaining 2022 2,021
2023 8,084
2024 8,008
2025 7,857
2026 7,857
Thereafter 1,310
Global Forwarding  
Estimated amortization expense  
Remaining 2022 3,326
2023 10,929
2024 3,266
2025 2,066
2026 335
Thereafter 0
All Other and Corporate  
Estimated amortization expense  
Remaining 2022 243
2023 974
2024 974
2025 974
2026 666
Thereafter $ 632
v3.22.2.2
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Sep. 30, 2022
Dec. 31, 2021
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.22.2.2
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Total debt $ 2,198,380 $ 1,918,649
Less: Current maturities and short-term borrowing (779,000) (525,000)
Long-term debt $ 1,419,380 $ 1,393,649
Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.27% 1.23%
Total debt $ 104,000 $ 525,000
364 Credit Agreement | Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.50% 0.00%
Total debt $ 500,000 $ 0
Senior Notes, Series A | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.97% 3.97%
Total debt $ 175,000 $ 175,000
Senior Notes, Series B | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes, Series C | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Receivables securitization facility | Secured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.74% 0.73%
Total debt $ 499,552 $ 299,481
Senior Notes | Unsecured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 594,828 $ 594,168
v3.22.2.2
FINANCING ARRANGEMENTS - Narrative (Details)
9 Months Ended
Sep. 30, 2022
USD ($)
Feb. 01, 2022
USD ($)
Dec. 31, 2021
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]        
Long-term debt $ 2,198,380,000   $ 1,918,649,000  
Revolving credit facility | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 1,000,000,000      
Maximum leverage ratio 3.50      
Long-term debt $ 104,000,000   525,000,000  
Revolving credit facility | Line of credit | Federal Funds Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.50%      
Revolving credit facility | Line of credit | LIBOR        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 1.13%      
Revolving credit facility | Line of credit | Minimum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.075%      
Revolving credit facility | Line of credit | Maximum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.20%      
US Bank | Standby letters of credit        
Debt Instrument [Line Items]        
Current funding $ 7,900,000      
US Bank | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity 15,000,000      
364 Credit Agreement | Revolving credit facility        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 500,000,000      
Maximum leverage ratio 3.00      
364 Credit Agreement | Revolving credit facility | Federal Funds Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.50%      
364 Credit Agreement | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 1.00%      
364 Credit Agreement | Revolving credit facility | Base Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.00%      
364 Credit Agreement | Revolving credit facility | Minimum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.05%      
364 Credit Agreement | Revolving credit facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.625%      
364 Credit Agreement | Revolving credit facility | Maximum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.175%      
364 Credit Agreement | Revolving credit facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 1.25%      
Note Purchase Agreement | Senior notes        
Debt Instrument [Line Items]        
Maximum leverage ratio 3.00      
Minimum interest coverage ratio 2.00      
Debt instrument principal amount       $ 500,000,000
Long-term debt, fair value $ 459,500,000      
Maximum priority debt to total assets ratio (percent) 20.00%      
Debt instrument, redemption price (percent) 100.00%      
Senior Notes Due 2028 | Unsecured debt        
Debt Instrument [Line Items]        
Long-term debt, fair value $ 558,500,000      
Debt instrument, redemption price (percent) 101.00%      
Debt instrument, annual interest rate (percent) 4.20%      
Long-term debt $ 594,828,000   594,168,000  
Debt instrument, effective yield (percent) 4.39%      
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) 25.00%      
Receivables securitization facility | Secured debt        
Debt Instrument [Line Items]        
Long-term debt $ 499,552,000   299,481,000  
Receivables securitization facility | Secured debt | Wells Fargo Bank N.A. and Bank of America N.A.        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 500,000,000   $ 300,000,000  
Current funding   $ 500,000,000    
v3.22.2.2
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Effective Income Tax Rate Reconciliation        
Federal statutory rate 21.00% 21.00% 21.00% 21.00%
State income taxes, net of federal benefit 2.40% 0.60% 1.90% 1.50%
Share based payment awards (1.60%) 0.40% (1.10%) (0.80%)
Foreign tax credits 0.20% (0.10%) (0.80%) (0.30%)
Other U.S. tax credits and incentives (6.20%) (3.00%) (2.30%) (1.70%)
Foreign 2.80% (4.20%) 0.30% (1.50%)
Other (1.70%) 1.30% 0.20% 0.30%
Effective income tax rate 16.90% 16.00% 19.20% 18.50%
v3.22.2.2
INCOME TAXES - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2022
USD ($)
Sep. 30, 2022
USD ($)
Income Tax Disclosure [Abstract]    
Estimated increase in income taxes payable if all foreign earnings were repatriated $ 2.0  
Payroll tax deferral, CARES Act   $ 14.7
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized 41.6 41.6
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 1.7 $ 1.7
v3.22.2.2
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 25,811 $ 40,812 $ 78,346 $ 93,962
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 3,262 4,070 9,744 12,064
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 21,788 36,012 65,738 79,361
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 761 $ 730 $ 2,864 $ 2,537
v3.22.2.2
STOCK AWARD PLANS - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Feb. 09, 2022
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
May 05, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Maximum shares that can be granted under stock plan (shares)           4,261,884
Shares available for stock awards (shares)   4,432,184   4,432,184    
Stock-based compensation expense   $ 25,811,000 $ 40,812,000 $ 78,346,000 $ 93,962,000  
Stock options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense   16,700,000   16,700,000    
Stock-based compensation expense   3,262,000 $ 4,070,000 9,744,000 $ 12,064,000  
Stock awards            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense   122,700,000   $ 122,700,000    
Stock awards | Minimum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Discount on outstanding grants (percent)       12.00%    
Stock awards | Maximum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Discount on outstanding grants (percent)       24.00%    
Performance-based restricted shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period         5 years  
Performance-based restricted stock units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock awards granted (shares) 330,072          
Weighted average grant date fair value (in dollars per share) $ 76.74          
Award vesting period 3 years     3 years    
Upside opportunity upon achievement of targets (percent)       200.00%    
Time-based restricted stock units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock awards granted (shares) 634,118          
Weighted average grant date fair value (in dollars per share) $ 74.67          
Award vesting period 3 years     3 years 5 years  
1997 Employee Stock Purchase Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Maximum employee contribution to purchase company stock   $ 10,000   $ 10,000    
Discount rate used to determine the purchase price       15.00%    
v3.22.2.2
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 52,660      
Aggregate cost to employees $ 4,311      
Expense recognized by the company 25,811 $ 40,812 $ 78,346 $ 93,962
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 761 $ 730 $ 2,864 $ 2,537
v3.22.2.2
ACQUISITIONS - Narrative (Details) - Combinex Holding B.V.
$ in Millions
Jun. 03, 2021
USD ($)
Business Acquisition [Line Items]  
Cash consideration for acquisition $ 14.7
Goodwill recorded in acquisition $ 10.8
v3.22.2.2
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - Customer relationships - Combinex Holding B.V.
$ in Thousands
Jun. 03, 2021
USD ($)
Business Acquisition [Line Items]  
Estimated life (years) 7 years
Identifiable intangible assets $ 3,942
v3.22.2.2
SEGMENT REPORTING - Narrative (Details)
9 Months Ended
Sep. 30, 2022
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.22.2.2
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
USD ($)
employee
Sep. 30, 2021
USD ($)
employee
Sep. 30, 2022
USD ($)
employee
Sep. 30, 2021
USD ($)
employee
Dec. 31, 2021
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 6,015,376 $ 6,263,695 $ 19,629,804 $ 16,600,290  
Income (loss) from operations 287,609 310,769 1,102,748 794,702  
Depreciation and amortization 22,975 22,406 68,723 68,621  
Total assets $ 6,795,530 $ 6,602,606 $ 6,795,530 $ 6,602,606 $ 7,028,112
Average headcount (employee) | employee 18,045 15,968 17,652 15,482  
NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 4,002,461 $ 3,814,988 $ 12,264,396 $ 10,611,892  
Income (loss) from operations 211,899 149,035 670,752 436,911  
Depreciation and amortization 5,739 6,620 18,101 19,779  
Total assets $ 3,624,333 $ 3,437,461 $ 3,624,333 $ 3,437,461  
Average headcount (employee) | employee 7,493 6,764 7,420 6,650  
Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 1,511,115 $ 1,978,901 $ 5,798,702 $ 4,585,734  
Income (loss) from operations 85,953 165,155 421,148 363,956  
Depreciation and amortization 5,368 5,427 16,394 17,352  
Total assets $ 2,266,923 $ 2,438,106 $ 2,266,923 $ 2,438,106  
Average headcount (employee) | employee 5,861 5,167 5,735 4,951  
All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 501,800 $ 469,806 $ 1,566,706 $ 1,402,664  
Income (loss) from operations (10,243) (3,421) 10,848 (6,165)  
Depreciation and amortization 11,868 10,359 34,228 31,490  
Total assets $ 904,274 $ 727,039 $ 904,274 $ 727,039  
Average headcount (employee) | employee 4,691 4,037 4,497 3,881  
v3.22.2.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Disaggregation of Revenue [Line Items]        
Total revenues $ 6,015,376 $ 6,263,695 $ 19,629,804 $ 16,600,290
NAST        
Disaggregation of Revenue [Line Items]        
Total revenues 4,002,461 3,814,988 12,264,396 10,611,892
Global Forwarding        
Disaggregation of Revenue [Line Items]        
Total revenues 1,511,115 1,978,901 5,798,702 4,585,734
All Other and Corporate        
Disaggregation of Revenue [Line Items]        
Total revenues 501,800 469,806 1,566,706 1,402,664
Transportation and logistics services        
Disaggregation of Revenue [Line Items]        
Total revenues 5,724,364 5,999,901 18,718,357 15,800,576
Transportation and logistics services | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 5,724,364 5,999,901 18,718,357 15,800,576
Transportation and logistics services | NAST | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 4,002,461 3,814,988 12,264,396 10,611,892
Transportation and logistics services | Global Forwarding | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 1,511,115 1,978,901 5,798,702 4,585,734
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 210,788 206,012 655,259 602,950
Sourcing        
Disaggregation of Revenue [Line Items]        
Total revenues 291,012 263,794 911,447 799,714
Sourcing | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 291,012 263,794 911,447 799,714
Sourcing | NAST | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | Global Forwarding | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | All Other and Corporate | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues $ 291,012 $ 263,794 $ 911,447 $ 799,714
v3.22.2.2
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2018
Lease Costs          
Operating lease expense $ 23,342 $ 21,220 $ 68,069 $ 64,241  
Short-term lease expense 1,743 2,871 5,340 5,934  
Total lease expense $ 25,085 $ 24,091 73,409 70,175  
Other Lease Information          
Operating cash flows from operating leases     67,939 70,997  
Right-of-use lease assets obtained in exchange for new lease liabilities     $ 122,869 $ 38,028  
Lease Term and Discount Rate          
Weighted average remaining lease term (in years) 6 years 6 months   6 years 6 months    
Weighted average discount rate (percent) 3.20%   3.20%    
Lessee, Lease, Description [Line Items]          
Weighted average remaining lease term, excluding Chicago office space (in years) 5 years 3 months 18 days   5 years 3 months 18 days    
Chicago Office Space          
Lessee, Lease, Description [Line Items]          
Lease term (in years)         15 years
v3.22.2.2
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2022
USD ($)
Maturities of lease liabilities  
Remaining 2022 $ 15,277
2023 87,027
2024 68,559
2025 55,424
2026 45,347
Thereafter 137,715
Total lease payments 409,349
Less: Interest (45,022)
Present value of lease liabilities $ 364,327
v3.22.2.2
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2022
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 41,542
Provision (1,888)
Write-offs (6,174)
Allowance for credit loss, ending balance $ 33,480
v3.22.2.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Stockholders' Equity Note [Abstract]          
Accumulated other comprehensive loss $ 137,650   $ 137,650   $ 61,134
Other comprehensive income (loss) $ (49,790) $ (12,034) $ (76,516) $ (19,482)