C H ROBINSON WORLDWIDE INC, 10-Q filed on 11/7/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2018
Nov. 06, 2018
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, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Trading Symbol CHRW  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   137,504,393
v3.10.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 297,801 $ 333,890
Receivables, net of allowance for doubtful accounts of $40,856 and $42,409 2,251,944 2,113,930
Contract assets 201,411 0
Prepaid expenses and other 53,909 63,116
Total current assets 2,805,065 2,510,936
Property and equipment, net 231,962 230,326
Goodwill 1,265,226 1,275,816
Other intangible assets, net 120,216 151,585
Deferred tax asset 9,270 6,870
Other assets 60,983 60,301
Total assets 4,492,722 4,235,834
Current liabilities:    
Accounts payable 1,077,780 1,000,305
Outstanding checks 74,853 96,359
Accrued expenses:    
Transportation expense 156,810 0
Compensation 121,813 105,316
Income taxes 15,213 12,240
Other accrued liabilities 68,863 58,229
Current portion of debt 0 715,000
Total current liabilities 1,515,332 1,987,449
Long-term debt 1,341,303 750,000
Noncurrent income taxes payable 23,903 26,684
Deferred tax liabilities 44,555 45,355
Other long-term liabilities 1,026 601
Total liabilities 2,926,119 2,810,089
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; 179,103 and 179,103 shares issued, 138,000 and 139,542 outstanding 13,800 13,954
Additional paid-in capital 502,439 444,280
Retained earnings 3,728,503 3,437,093
Accumulated other comprehensive loss (57,414) (18,460)
Treasury stock at cost (41,103 and 39,561 shares) (2,620,725) (2,451,122)
Total stockholders’ investment 1,566,603 1,425,745
Total liabilities and stockholders’ investment $ 4,492,722 $ 4,235,834
v3.10.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Receivables, allowance for doubtful accounts $ 40,856 $ 42,409
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) 179,103,000 179,103,000
Common stock shares outstanding (shares) 138,000,000 139,542,000
Treasury stock (shares) 41,103,000 39,561,000
v3.10.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Revenues:        
Total revenues $ 4,291,900 $ 3,784,451 $ 12,493,264 $ 10,909,594
Costs and expenses:        
Personnel expenses 335,299 293,204 1,004,226 867,928
Other selling, general, and administrative expenses 112,772 106,177 330,660 304,030
Total costs and expenses 4,045,927 3,589,986 11,836,698 10,345,351
Income from operations 245,973 194,465 656,566 564,243
Interest and other expense (6,526) (10,484) (22,354) (29,154)
Income before provision for income taxes 239,447 183,981 634,212 535,089
Provision for income taxes 63,552 64,795 156,857 182,752
Net income 175,895 119,186 477,355 352,337
Other comprehensive (loss) income (10,877) 14,426 (38,954) 38,562
Comprehensive income $ 165,018 $ 133,612 $ 438,401 $ 390,899
Basic net income per share (in dollars per share) $ 1.27 $ 0.85 $ 3.42 $ 2.50
Diluted net income per share (in dollars per share) $ 1.25 $ 0.85 $ 3.39 $ 2.49
Basic weighted average shares outstanding (shares) 138,797 140,422 139,425 140,962
Dilutive effect of outstanding stock awards (shares) 1,363 600 1,295 441
Diluted weighted average shares outstanding (shares) 140,160 141,022 140,720 141,403
Dividends declared, per share (in dollars per share) $ 0.46 $ 0.45 $ 1.38 $ 1.35
Transportation        
Revenues:        
Total revenues $ 4,028,392 $ 3,433,701 $ 11,619,171 $ 9,855,739
Costs and expenses:        
Purchased products and services 3,359,520 2,869,616 9,714,318 8,214,856
Sourcing        
Revenues:        
Total revenues 263,508 350,750 874,093 1,053,855
Costs and expenses:        
Purchased products and services $ 238,336 $ 320,989 $ 787,494 $ 958,537
v3.10.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
OPERATING ACTIVITIES    
Net income $ 477,355 $ 352,337
Adjustments to reconcile net income to net cash provided by operating activities:    
Stock-based compensation 68,475 24,509
Depreciation and amortization 72,402 69,340
Provision for doubtful accounts 12,333 11,176
Deferred income taxes (5,794) (6,779)
Excess tax benefit on stock-based compensation (9,345) (11,908)
Other 1,350 1,352
Changes in operating elements (net of acquisitions):    
Receivables (268,252) (377,280)
Contract assets (53,647) 0
Prepaid expenses and other 14,740 677
Other non-current assets 2,105 (2,220)
Accounts payable and outstanding checks 120,652 166,152
Accrued transportation expense 62,165 0
Accrued compensation 15,153 (6,102)
Accrued income taxes 9,247 7,873
Other accrued liabilities 9,944 (10,778)
Net cash provided by operating activities 528,883 218,349
INVESTING ACTIVITIES    
Purchases of property and equipment (35,794) (32,132)
Purchases and development of software (13,793) (14,286)
Acquisitions, net of cash acquired (1,315) (48,446)
Other (1,605) 204
Net cash used for investing activities (52,507) (94,660)
FINANCING ACTIVITIES    
Proceeds from long-term borrowings 591,012 250,000
Proceeds from short-term borrowings 2,588,000 6,448,000
Payments on short-term borrowings (3,303,000) (6,469,000)
Repurchase of common stock (202,094) (129,991)
Proceeds from stock issued for employee benefit plans 46,424 23,270
Stock tendered for payment of withholding taxes (20,603) (20,746)
Cash dividends (195,158) (192,765)
Net cash used for financing activities (495,419) (91,232)
Effect of exchange rates on cash (17,046) 17,184
Net change in cash and cash equivalents (36,089) 49,641
Cash and cash equivalents, beginning of period 333,890 247,666
Cash and cash equivalents, end of period 297,801 297,307
Noncash transactions from investing and financing activities:    
Accrued share repurchases held in other accrued liabilities 4,300 4,000
Accrued purchases of property and equipment $ 1,104 $ 800
v3.10.0.1
BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2018
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, 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 to our customers. 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, 2017.

RECENTLY ADOPTED 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 its effective date. The new comprehensive revenue recognition standard supersedes 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 adopted this new standard effective January 1, 2018 under the modified retrospective transition method applied to contracts that were not completed as of the date of initial application resulting in a $9.2 million cumulative adjustment to retained earnings.
We have updated our revenue recognition critical accounting policy due to the adoption of this standard and expanded the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 below. The adoption of this standard changed the timing of revenue recognition for our transportation businesses from at delivery to over the transit period as our performance obligations are completed. Due to the short transit period of many of our performance obligations, this change did not have a material impact on our results of operations or cash flows.
The new standard expanded our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations. See Note 10 to our consolidated financial statements which includes the expanded disclosures required by ASU 2014-09.
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. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This update aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this update in the third quarter of 2018, using a prospective approach. The adoption did not have a material impact on our consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS
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. Early adoption is permitted, although we do not plan to adopt early. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides another transition method no longer requiring application to previously reported periods. We plan to adopt Topic 842 by applying the new standard on January 1, 2019 and recognizing a cumulative adjustment to the opening balance of retained earnings. Prior period balances will not be restated.
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. We are in the final stages of implementing a global lease accounting software and designing necessary internal controls to facilitate the adoption of the new standard. As of December 31, 2017, we had $282.7 million of minimum future lease commitments under noncancelable lease agreements which will be subject to ASU 2016-02 once adopted.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Act"). The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (AOCI) to retained earnings. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, although early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
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, 2017, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have expanded these policies below to effect the adoption of ASU 2014-09 in the first quarter of 2018.
CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer these amounts become classified within accounts receivable and are then typically due within 30 days.
ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date.
v3.10.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2018
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):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
December 31, 2017 balance
$
921,486

 
$
185,873

 
$
141,185

 
$
27,272

 
$
1,275,816

Acquisitions

 
301

 

 

 
301

Adjustments
(40
)
 
(268
)
 

 

 
(308
)
Translation
(7,312
)
 
(1,948
)
 
(1,109
)
 
(214
)
 
(10,583
)
September 30, 2018 balance
$
914,134

 
$
183,958

 
$
140,076

 
$
27,058

 
$
1,265,226



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”). Refer to Critical Accounting Policies and Estimates.
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2018
 
December 31, 2017
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
261,662

 
$
(151,996
)
 
$
109,666

 
$
263,093

 
$
(122,103
)
 
$
140,990

Non-competition agreements
300

 
(225
)
 
75

 
300

 
(180
)
 
120

Total finite-lived intangibles
261,962

 
(152,221
)
 
109,741

 
263,393

 
(122,283
)
 
141,110

 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 

 
10,475

 
10,475

 

 
10,475

Total intangibles
$
272,437

 
$
(152,221
)
 
$
120,216

 
$
273,868

 
$
(122,283
)
 
$
151,585


Amortization expense for other intangible assets is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Amortization expense
$
9,201

 
$
9,157

 
$
27,796

 
$
26,875


Definite-lived intangible assets, by reportable segment, as of September 30, 2018, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Remainder of 2018
$
1,953

 
$
7,455

 
$

 
$

 
$
9,408

2019
7,820

 
29,445

 

 

 
37,265

2020
260

 
26,741

 

 

 
27,001

2021
260

 
13,220

 

 

 
13,480

2022
260

 
13,220

 

 

 
13,480

Thereafter
461

 
8,646

 

 

 
9,107

Total

 

 

 

 
$
109,741

v3.10.0.1
FAIR VALUE MEASUREMENT
9 Months Ended
Sep. 30, 2018
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, 2018, and December 31, 2017. There were no transfers between levels during the period.
v3.10.0.1
FINANCING ARRANGEMENTS
9 Months Ended
Sep. 30, 2018
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 of
 
 
 
Carrying value as of
 
 
September 30, 2018
 
December 31, 2017
 
Maturity
 
September 30, 2018
 
December 31, 2017
Revolving credit facility (1)
 
%
 
2.70
%
 
December 2019
 
$

 
$
715,000

Senior Notes, Series A
 
3.97
%
 
3.97
%
 
August 2023
 
175,000

 
175,000

Senior Notes, Series B
 
4.26
%
 
4.26
%
 
August 2028
 
150,000

 
150,000

Senior Notes, Series C
 
4.60
%
 
4.60
%
 
August 2033
 
175,000

 
175,000

Receivables securitization facility (2)
 
2.96
%
 
2.00
%
 
April 2019
 
249,898

 
250,000

Senior Notes (2)
 
4.20
%
 
N/A

 
April 2028
 
591,405

 

Total debt
 
 
 
 
 
 
 
1,341,303

 
1,465,000

Less: Current maturities and short-term borrowing
 
 
 
 
 
 
 

 
(715,000
)
Long-term debt
 
 
 
 
 
 
 
$
1,341,303

 
$
750,000


(1) There was no outstanding balance on the credit facility as of September 30, 2018. The average borrowing rate on the credit facility during the third quarter was 3.58 percent. The revolving credit facility was amended on October 24, 2018. The Amendment increases the amount of our revolving credit facility from $900 million to $1 billion and also extends the maturity date of the facility from December 31, 2019 to October 24, 2023.
(2) Net of unamortized discounts and issuance costs.


SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the "Credit Agreement"). 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, 2018, 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 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.
The Credit 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. 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.
On October 24, 2018, the Credit Agreement was amended to increase the total availability from $900 million to $1 billion and extend the maturity date from December 31, 2019 to October 24, 2023. The range of interest rate margins stated within the amendment are unchanged although the prescribed range will be determined based on our S&P rating and Moody's rating rather than a ratio of consolidated funded debt to consolidated EBITDA. In addition, the commitment fees were reduced to a range of 0.075 percent to 0.200 percent and will also be determined based on our S&P rating and Moody's rating rather than a ratio of consolidated funded debt to consolidated EBITDA. The amendments also provide that, if the holders of our Senior Notes (as defined below) agree to substantially the same change, the maximum leverage ratio will increase to 3.50 to 1.00.
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 $484.7 million at September 30, 2018. 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.
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 15 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, 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.
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 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. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on April 26, 2019 unless extended by the parties. 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.
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.
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. The proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement. 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 $593.5 million as of September 30, 2018, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $591.4 million as of September 30, 2018. If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy.
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, enter into sales and leaseback transactions and consolidate, merge or transfer substantial 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.
As of September 30, 2018, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, Receivables Securitization Facility, and Senior Notes.
v3.10.0.1
INCOME TAXES
9 Months Ended
Sep. 30, 2018
Income Tax Disclosure [Abstract]  
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 2011. We are currently under an Internal Revenue Service audit for the 2015 tax year.
Our effective tax rate for the three months ended September 30, 2018 and 2017 was 26.5 percent and 35.2 percent, respectively, and our effective tax rate for the nine months ended September 30, 2018 and 2017 was 24.7 percent and 34.2 percent, respectively. The effective income tax rate for the three and nine months ended September 30, 2018 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit, and foreign income taxes, but was partially offset by the tax impact of share-based payment awards. The tax impact of share-based payment awards resulted in a decrease in our provision for income taxes for the nine months ended September 30, 2018 and 2017 of $9.3 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 $14.5 million as of September 30, 2018.
In connection with our initial analysis of the impact of the Tax Act, we recorded a discrete net tax benefit of $12.1 million in the year ended December 31, 2017. We have not yet completed our accounting for the income tax effects of certain elements of the Tax Act, but we were able to make reasonable estimates for elements in which our analysis is not complete and have therefore recorded provisional adjustments. During the nine months ended September 30, 2018, we revised our analysis and recorded an additional net tax expense of $3.6 million related to an increase in 2017 transition taxes, resulting in a revised estimated net tax benefit of $8.5 million.
Further, per FASB guidance, we are allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income (“GILTI”) as a current-period expense when incurred or (2) factoring such amounts into our measurement of our deferred taxes. We have elected to recognize the tax on GILTI as a current-period expense in the period the tax is incurred.
As of September 30, 2018, we have $37.7 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 $1.8 million in the next 12 months due to lapsing of statutes.
v3.10.0.1
STOCK AWARD PLANS
9 Months Ended
Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [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,
 
2018
 
2017
 
2018
 
2017
Stock options
$
5,666

 
$
1,715

 
$
17,931

 
$
5,341

Stock awards
17,539

 
5,427

 
48,443

 
17,149

Company expense on ESPP discount
566

 
525

 
2,101

 
2,019

Total stock-based compensation expense
$
23,771

 
$
7,667

 
$
68,475

 
$
24,509


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 3,199,688 shares were available for stock awards under the plan as of September 30, 2018. 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 or on the employees continued employment. 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, 2018, unrecognized compensation expense related to stock options was $40.3 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-based 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 our 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 21 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 time-based 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, discounted for post-vesting holding restrictions 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, 2018, there was unrecognized compensation expense of $88.5 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: 
Three Months Ended September 30, 2018
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
38,538

 
$
3,207,903

 
$
566,101

v3.10.0.1
LITIGATION
9 Months Ended
Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
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 15 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.
v3.10.0.1
ACQUISITIONS
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
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 $47.3 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


There was $28.3 million of goodwill recorded related to the acquisition of Milgram. 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 final. 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.
v3.10.0.1
SEGMENT REPORTING
9 Months Ended
Sep. 30, 2018
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 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. Segment information as of, and for the three and nine months ended September 30, 2018 and 2017, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$

 
$
4,291,900

  Intersegment revenues(1)
147,104

 
12,626

 
56,425

 
3,756

 
(219,911
)
 

Total revenues
3,078,565

 
651,894

 
622,015

 
159,337

 
(219,911
)
 
4,291,900

Net revenues
465,522

 
134,101

 
60,340

 
34,081

 

 
694,044

Income from operations
204,158

 
23,835

 
21,411

 
(3,431
)
 

 
245,973

Depreciation and amortization
6,096

 
8,735

 
1,092

 
8,000

 

 
23,923

Total assets(2)
2,515,823

 
944,928

 
411,309

 
620,662

 

 
4,492,722

Average headcount
7,007

 
4,684

 
914

 
2,686

 

 
15,291

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$

 
$
12,493,264

  Intersegment revenues(1)
405,966

 
36,865

 
154,902

 
13,946

 
(611,679
)
 

Total Revenues
8,879,342

 
1,847,484

 
1,891,985

 
486,132

 
(611,679
)
 
12,493,264

Net Revenues
1,317,104

 
401,169

 
169,747

 
103,432

 

 
1,991,452

Income from Operations
562,802

 
61,844

 
39,950

 
(8,030
)
 

 
656,566

Depreciation and amortization
18,314

 
26,397

 
3,409

 
24,282

 

 
72,402

Total assets(2)
2,515,823

 
944,928

 
411,309

 
620,662

 

 
4,492,722

Average headcount
6,931

 
4,725

 
910

 
2,623

 

 
15,189

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

(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.
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS
REVENUE FROM CONTRACTS WITH CUSTOMERS
In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which we adopted in the first quarter of 2018. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a customer contract are satisfied. The standard also requires new and expanded disclosures regarding revenue recognition. We adopted the new standard on January 1, 2018, using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of retained earnings. The comparative information for previous periods has not been restated and continues to be reported under the accounting standards in effect for those periods.
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows:
 
 
Balance at
December 31, 2017
 
Adjustments
 
Balance at
January 1, 2018
Balance Sheet
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Receivables, net of allowance for doubtful accounts
 
$
2,113,930

 
$
(101,718
)
 
$
2,012,212

Contract assets
 

 
147,764

 
147,764

Prepaid expenses and other
 
63,116

 
4,021

 
67,137

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Accounts payable
 
1,000,305

 
(56,493
)
 
943,812

Accrued expenses - transportation expense
 

 
94,811

 
94,811

Accrued expenses - compensation
 
105,316

 
1,964

 
107,280

Accrued expenses - other accrued liabilities
 
58,229

 
(2,752
)
 
55,477

Deferred tax liabilities
 
45,355

 
3,298

 
48,653

 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
Retained earnings
 
3,437,093

 
9,239

 
3,446,332

The impact of adoption of ASU 2014-09 on our consolidated statements of operations and consolidated balance sheets were as follows. The adoption of ASU 2014-09 did not have a material impact upon our consolidated statements of cash flows.
 
 
Three Months Ended September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Income Statement
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Transportation
 
$
4,028,392

 
$
4,018,151

 
$
10,241

Sourcing (1)
 
263,508

 
292,090

 
(28,582
)
Total Revenues
 
$
4,291,900

 
$
4,310,241

 
$
(18,341
)
Costs and expenses
 
 
 
 
 
 
Purchased transportation and related services
 
$
3,359,520

 
$
3,350,085

 
$
9,435

Purchased products sourced for resale (1)
 
238,336

 
266,918

 
(28,582
)
Personnel expenses
 
335,299

 
335,198

 
101

Other selling, general, and administrative expenses
 
112,772

 
112,772

 

Total Costs and Expenses
 
4,045,927

 
4,064,973

 
(19,046
)
Income from operations
 
245,973

 
245,268

 
705

Interest and other expense
 
(6,526
)
 
(6,526
)
 

Income before provision for income taxes
 
239,447

 
238,742

 
705

Provision for income taxes
 
63,552

 
63,300

 
252

Net income
 
$
175,895

 
$
175,442

 
$
453

 
 
Nine Months Ended September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Income Statement
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Transportation
 
$
11,619,171

 
$
11,537,467

 
$
81,704

Sourcing (1)
 
874,093

 
957,889

 
(83,796
)
Total Revenues
 
$
12,493,264

 
$
12,495,356

 
$
(2,092
)
Costs and expenses
 
 
 
 
 
 
Purchased transportation and related services
 
$
9,714,318

 
$
9,642,888

 
$
71,430

Purchased products sourced for resale (1)
 
787,494

 
871,290

 
(83,796
)
Personnel expenses
 
1,004,226

 
1,003,575

 
651

Other selling, general, and administrative expenses
 
330,660

 
330,660

 

Total Costs and Expenses
 
11,836,698

 
11,848,413

 
(11,715
)
Income from operations
 
656,566

 
646,943

 
9,623

Interest and other expense
 
(22,354
)
 
(22,354
)
 

Income before provision for income taxes
 
634,212

 
624,589

 
9,623

Provision for income taxes
 
156,857

 
154,332

 
2,525

Net income
 
$
477,355

 
$
470,257

 
$
7,098

(1) We have identified certain customer contracts in our sourcing managed procurement business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations.
 
 
As of September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Balance Sheet
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Receivables, net of allowance for doubtful accounts
 
$
2,251,944

 
$
2,327,352

 
$
(75,408
)
Contract assets
 
201,411

 

 
201,411

Prepaid expenses and other
 
53,909

 
52,518

 
1,391

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 


Accounts payable
 
$
1,077,780

 
$
1,128,878

 
$
(51,098
)
Accrued expenses - transportation expense
 
156,810

 

 
156,810

Accrued expenses - compensation
 
121,813

 
119,197

 
2,616

Accrued expenses - other accrued liabilities
 
68,863

 
71,929

 
(3,066
)
Deferred tax liabilities
 
44,555

 
38,760

 
5,795

 
 
 
 
 
 
 
Equity
 
 
 
 
 


Retained earnings
 
$
3,728,503

 
$
3,712,166

 
$
16,337


We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligation and as such contract liabilities as of September 30, 2018 and revenue recognized in the three and nine months ended September 30, 2018 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.
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, 2018 as follows:
 
Three Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
 
 
Transportation and logistics services
$
2,931,461

 
$
639,268

 
$
302,082

 
$
155,581

 
$
4,028,392

Sourcing

 

 
263,508

 

 
263,508

Total
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$
4,291,900

 
 
 
 
 
 
 
 
 
 
Timing of Revenue Recognition
 
 
 
 
 
 
 
 
 
Performance obligations completed over time
$
2,931,461

 
$
639,268

 
$
302,082

 
$
155,581

 
$
4,028,392

Performance obligations completed at a point in time

 

 
263,508

 

 
263,508

Total
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$
4,291,900


 
Nine Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
 
 
Transportation and logistics services
$
8,473,376

 
$
1,810,619

 
$
862,990

 
$
472,186

 
$
11,619,171

Sourcing

 

 
874,093

 

 
874,093

Total
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$
12,493,264

 
 
 
 
 
 
 
 
 
 
Timing of Revenue Recognition
 
 
 
 
 
 
 
 
 
Performance obligations completed over time
$
8,473,376

 
$
1,810,619

 
$
862,990

 
$
472,186

 
$
11,619,171

Performance obligations completed at a point in time

 

 
874,093

 

 
874,093

Total
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$
12,493,264



Approximately 92 percent of our total revenues for both the three and nine months ended September 30, 2018 are attributable to arranging for the transportation of our customer’s freight for which we transfer control and satisfy our performance obligation over the requisite transit period. A days in transit output method is used to measure the progress of our performance as of the reporting date. We determine the transit period based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
Approximately six percent and seven percent, respectively, of our total revenues for the three and nine months ended September 30, 2018 are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Of these transactions, nearly all of our gross revenues are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
Approximately two percent and one percent, respectively, of our total revenues for the three and nine months ended September 30, 2018 are attributable to value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. Of these services, nearly all are recognized over time as we complete our performance obligation. Transaction price is determined and allocated to these performance obligations at their fixed fee or agreed upon rate multiplied by their associated measure of progress, which may be transactional volumes, labor hours, or time elapsed.
Practical Expedients - Upon the adoption of ASU 2014-09, we have determined that we qualify for certain practical expedients to facilitate the adoption of the standard. We have elected to expense incremental costs of obtaining customer contracts (i.e. sales commissions) due to the short duration of our arrangements as the amortization period of such amounts is expected to be less than one year. These amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income. In addition, we do not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as our contracts have an expected length of one year or less. Finally, for certain of our performance obligations such as fee-based managed services, supply chain consulting and optimization services, and warehousing services we have recognized revenue in the amount for which we have the right to invoice our customer as we have determined this amount corresponds directly with the value provided to the customer for our performance completed to date.

Critical Accounting Policies and Estimates - We have updated our revenue recognition critical accounting policy to reflect the adoption of ASU 2014-09 below.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined that the following distinct goods and services represent our primary performance obligations.
Transportation and Logistics Services - As a third party logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customer’s freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. These services may include one or more performance obligations which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage, or it may be longer in the case of managed services and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation.
Sourcing services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh. Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Our net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.
v3.10.0.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
9 Months Ended
Sep. 30, 2018
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, at September 30, 2018, and December 31, 2017, was $57.4 million and $18.5 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency adjustments at September 30, 2018 and December 31, 2017.
v3.10.0.1
BASIS OF PRESENTATION (Policies)
9 Months Ended
Sep. 30, 2018
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, 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 to our customers. 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, 2017.
Recently Adopted and Issued Accounting Standards
RECENTLY ADOPTED 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 its effective date. The new comprehensive revenue recognition standard supersedes 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 adopted this new standard effective January 1, 2018 under the modified retrospective transition method applied to contracts that were not completed as of the date of initial application resulting in a $9.2 million cumulative adjustment to retained earnings.
We have updated our revenue recognition critical accounting policy due to the adoption of this standard and expanded the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 below. The adoption of this standard changed the timing of revenue recognition for our transportation businesses from at delivery to over the transit period as our performance obligations are completed. Due to the short transit period of many of our performance obligations, this change did not have a material impact on our results of operations or cash flows.
The new standard expanded our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations. See Note 10 to our consolidated financial statements which includes the expanded disclosures required by ASU 2014-09.
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. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This update aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this update in the third quarter of 2018, using a prospective approach. The adoption did not have a material impact on our consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS
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. Early adoption is permitted, although we do not plan to adopt early. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides another transition method no longer requiring application to previously reported periods. We plan to adopt Topic 842 by applying the new standard on January 1, 2019 and recognizing a cumulative adjustment to the opening balance of retained earnings. Prior period balances will not be restated.
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. We are in the final stages of implementing a global lease accounting software and designing necessary internal controls to facilitate the adoption of the new standard. As of December 31, 2017, we had $282.7 million of minimum future lease commitments under noncancelable lease agreements which will be subject to ASU 2016-02 once adopted.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Act"). The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (AOCI) to retained earnings. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, although early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
Contract Assets
CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer these amounts become classified within accounts receivable and are then typically due within 30 days.
ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined that the following distinct goods and services represent our primary performance obligations.
Transportation and Logistics Services - As a third party logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customer’s freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. These services may include one or more performance obligations which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage, or it may be longer in the case of managed services and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation.
Sourcing services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh. Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.
Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Our net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.
Goodwill and Intangible Assets
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”). Refer to Critical Accounting Policies and Estimates.
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.
v3.10.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
9 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
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, 2017 balance
$
921,486

 
$
185,873

 
$
141,185

 
$
27,272

 
$
1,275,816

Acquisitions

 
301

 

 

 
301

Adjustments
(40
)
 
(268
)
 

 

 
(308
)
Translation
(7,312
)
 
(1,948
)
 
(1,109
)
 
(214
)
 
(10,583
)
September 30, 2018 balance
$
914,134

 
$
183,958

 
$
140,076

 
$
27,058

 
$
1,265,226

Schedule of Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2018
 
December 31, 2017
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
261,662

 
$
(151,996
)
 
$
109,666

 
$
263,093

 
$
(122,103
)
 
$
140,990

Non-competition agreements
300

 
(225
)
 
75

 
300

 
(180
)
 
120

Total finite-lived intangibles
261,962

 
(152,221
)
 
109,741

 
263,393

 
(122,283
)
 
141,110

 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 

 
10,475

 
10,475

 

 
10,475

Total intangibles
$
272,437

 
$
(152,221
)
 
$
120,216

 
$
273,868

 
$
(122,283
)
 
$
151,585

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,
 
2018
 
2017
 
2018
 
2017
Amortization expense
$
9,201

 
$
9,157

 
$
27,796

 
$
26,875

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Definite-lived intangible assets, by reportable segment, as of September 30, 2018, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Remainder of 2018
$
1,953

 
$
7,455

 
$

 
$

 
$
9,408

2019
7,820

 
29,445

 

 

 
37,265

2020
260

 
26,741

 

 

 
27,001

2021
260

 
13,220

 

 

 
13,480

2022
260

 
13,220

 

 

 
13,480

Thereafter
461

 
8,646

 

 

 
9,107

Total

 

 

 

 
$
109,741

v3.10.0.1
FINANCING ARRANGEMENTS (Tables)
9 Months Ended
Sep. 30, 2018
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 of
 
 
 
Carrying value as of
 
 
September 30, 2018
 
December 31, 2017
 
Maturity
 
September 30, 2018
 
December 31, 2017
Revolving credit facility (1)
 
%
 
2.70
%
 
December 2019
 
$

 
$
715,000

Senior Notes, Series A
 
3.97
%
 
3.97
%
 
August 2023
 
175,000

 
175,000

Senior Notes, Series B
 
4.26
%
 
4.26
%
 
August 2028
 
150,000

 
150,000

Senior Notes, Series C
 
4.60
%
 
4.60
%
 
August 2033
 
175,000

 
175,000

Receivables securitization facility (2)
 
2.96
%
 
2.00
%
 
April 2019
 
249,898

 
250,000

Senior Notes (2)
 
4.20
%
 
N/A

 
April 2028
 
591,405

 

Total debt
 
 
 
 
 
 
 
1,341,303

 
1,465,000

Less: Current maturities and short-term borrowing
 
 
 
 
 
 
 

 
(715,000
)
Long-term debt
 
 
 
 
 
 
 
$
1,341,303

 
$
750,000


(1) There was no outstanding balance on the credit facility as of September 30, 2018. The average borrowing rate on the credit facility during the third quarter was 3.58 percent. The revolving credit facility was amended on October 24, 2018. The Amendment increases the amount of our revolving credit facility from $900 million to $1 billion and also extends the maturity date of the facility from December 31, 2019 to October 24, 2023.
(2) Net of unamortized discounts and issuance costs.
v3.10.0.1
STOCK AWARD PLANS (Tables)
9 Months Ended
Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
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,
 
2018
 
2017
 
2018
 
2017
Stock options
$
5,666

 
$
1,715

 
$
17,931

 
$
5,341

Stock awards
17,539

 
5,427

 
48,443

 
17,149

Company expense on ESPP discount
566

 
525

 
2,101

 
2,019

Total stock-based compensation expense
$
23,771

 
$
7,667

 
$
68,475

 
$
24,509

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity
The following is a summary of the employee stock purchase plan activity: 
Three Months Ended September 30, 2018
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
38,538

 
$
3,207,903

 
$
566,101

v3.10.0.1
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
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
 
$
14,004

v3.10.0.1
SEGMENT REPORTING (Tables)
9 Months Ended
Sep. 30, 2018
Segment Reporting [Abstract]  
Summary of Segment Information
Segment information as of, and for the three and nine months ended September 30, 2018 and 2017, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$

 
$
4,291,900

  Intersegment revenues(1)
147,104

 
12,626

 
56,425

 
3,756

 
(219,911
)
 

Total revenues
3,078,565

 
651,894

 
622,015

 
159,337

 
(219,911
)
 
4,291,900

Net revenues
465,522

 
134,101

 
60,340

 
34,081

 

 
694,044

Income from operations
204,158

 
23,835

 
21,411

 
(3,431
)
 

 
245,973

Depreciation and amortization
6,096

 
8,735

 
1,092

 
8,000

 

 
23,923

Total assets(2)
2,515,823

 
944,928

 
411,309

 
620,662

 

 
4,492,722

Average headcount
7,007

 
4,684

 
914

 
2,686

 

 
15,291

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$

 
$
12,493,264

  Intersegment revenues(1)
405,966

 
36,865

 
154,902

 
13,946

 
(611,679
)
 

Total Revenues
8,879,342

 
1,847,484

 
1,891,985

 
486,132

 
(611,679
)
 
12,493,264

Net Revenues
1,317,104

 
401,169

 
169,747

 
103,432

 

 
1,991,452

Income from Operations
562,802

 
61,844

 
39,950

 
(8,030
)
 

 
656,566

Depreciation and amortization
18,314

 
26,397

 
3,409

 
24,282

 

 
72,402

Total assets(2)
2,515,823

 
944,928

 
411,309

 
620,662

 

 
4,492,722

Average headcount
6,931

 
4,725

 
910

 
2,623

 

 
15,189

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

(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.
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
9 Months Ended
Sep. 30, 2018
Revenue from Contract with Customer [Abstract]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows:
 
 
Balance at
December 31, 2017
 
Adjustments
 
Balance at
January 1, 2018
Balance Sheet
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Receivables, net of allowance for doubtful accounts
 
$
2,113,930

 
$
(101,718
)
 
$
2,012,212

Contract assets
 

 
147,764

 
147,764

Prepaid expenses and other
 
63,116

 
4,021

 
67,137

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Accounts payable
 
1,000,305

 
(56,493
)
 
943,812

Accrued expenses - transportation expense
 

 
94,811

 
94,811

Accrued expenses - compensation
 
105,316

 
1,964

 
107,280

Accrued expenses - other accrued liabilities
 
58,229

 
(2,752
)
 
55,477

Deferred tax liabilities
 
45,355

 
3,298

 
48,653

 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
Retained earnings
 
3,437,093

 
9,239

 
3,446,332

The impact of adoption of ASU 2014-09 on our consolidated statements of operations and consolidated balance sheets were as follows. The adoption of ASU 2014-09 did not have a material impact upon our consolidated statements of cash flows.
 
 
Three Months Ended September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Income Statement
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Transportation
 
$
4,028,392

 
$
4,018,151

 
$
10,241

Sourcing (1)
 
263,508

 
292,090

 
(28,582
)
Total Revenues
 
$
4,291,900

 
$
4,310,241

 
$
(18,341
)
Costs and expenses
 
 
 
 
 
 
Purchased transportation and related services
 
$
3,359,520

 
$
3,350,085

 
$
9,435

Purchased products sourced for resale (1)
 
238,336

 
266,918

 
(28,582
)
Personnel expenses
 
335,299

 
335,198

 
101

Other selling, general, and administrative expenses
 
112,772

 
112,772

 

Total Costs and Expenses
 
4,045,927

 
4,064,973

 
(19,046
)
Income from operations
 
245,973

 
245,268

 
705

Interest and other expense
 
(6,526
)
 
(6,526
)
 

Income before provision for income taxes
 
239,447

 
238,742

 
705

Provision for income taxes
 
63,552

 
63,300

 
252

Net income
 
$
175,895

 
$
175,442

 
$
453

 
 
Nine Months Ended September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Income Statement
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Transportation
 
$
11,619,171

 
$
11,537,467

 
$
81,704

Sourcing (1)
 
874,093

 
957,889

 
(83,796
)
Total Revenues
 
$
12,493,264

 
$
12,495,356

 
$
(2,092
)
Costs and expenses
 
 
 
 
 
 
Purchased transportation and related services
 
$
9,714,318

 
$
9,642,888

 
$
71,430

Purchased products sourced for resale (1)
 
787,494

 
871,290

 
(83,796
)
Personnel expenses
 
1,004,226

 
1,003,575

 
651

Other selling, general, and administrative expenses
 
330,660

 
330,660

 

Total Costs and Expenses
 
11,836,698

 
11,848,413

 
(11,715
)
Income from operations
 
656,566

 
646,943

 
9,623

Interest and other expense
 
(22,354
)
 
(22,354
)
 

Income before provision for income taxes
 
634,212

 
624,589

 
9,623

Provision for income taxes
 
156,857

 
154,332

 
2,525

Net income
 
$
477,355

 
$
470,257

 
$
7,098

(1) We have identified certain customer contracts in our sourcing managed procurement business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations.
 
 
As of September 30, 2018
 
 
As reported
 
Balances without adoption of ASU 2014-09
 
Effect of Change
Higher / (Lower)
Balance Sheet
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Receivables, net of allowance for doubtful accounts
 
$
2,251,944

 
$
2,327,352

 
$
(75,408
)
Contract assets
 
201,411

 

 
201,411

Prepaid expenses and other
 
53,909

 
52,518

 
1,391

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 


Accounts payable
 
$
1,077,780

 
$
1,128,878

 
$
(51,098
)
Accrued expenses - transportation expense
 
156,810

 

 
156,810

Accrued expenses - compensation
 
121,813

 
119,197

 
2,616

Accrued expenses - other accrued liabilities
 
68,863

 
71,929

 
(3,066
)
Deferred tax liabilities
 
44,555

 
38,760

 
5,795

 
 
 
 
 
 
 
Equity
 
 
 
 
 


Retained earnings
 
$
3,728,503

 
$
3,712,166

 
$
16,337

Summary of Gross Revenue 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, 2018 as follows:
 
Three Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
 
 
Transportation and logistics services
$
2,931,461

 
$
639,268

 
$
302,082

 
$
155,581

 
$
4,028,392

Sourcing

 

 
263,508

 

 
263,508

Total
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$
4,291,900

 
 
 
 
 
 
 
 
 
 
Timing of Revenue Recognition
 
 
 
 
 
 
 
 
 
Performance obligations completed over time
$
2,931,461

 
$
639,268

 
$
302,082

 
$
155,581

 
$
4,028,392

Performance obligations completed at a point in time

 

 
263,508

 

 
263,508

Total
$
2,931,461

 
$
639,268

 
$
565,590

 
$
155,581

 
$
4,291,900


 
Nine Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
Robinson Fresh
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
 
 
Transportation and logistics services
$
8,473,376

 
$
1,810,619

 
$
862,990

 
$
472,186

 
$
11,619,171

Sourcing

 

 
874,093

 

 
874,093

Total
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$
12,493,264

 
 
 
 
 
 
 
 
 
 
Timing of Revenue Recognition
 
 
 
 
 
 
 
 
 
Performance obligations completed over time
$
8,473,376

 
$
1,810,619

 
$
862,990

 
$
472,186

 
$
11,619,171

Performance obligations completed at a point in time

 

 
874,093

 

 
874,093

Total
$
8,473,376

 
$
1,810,619

 
$
1,737,083

 
$
472,186

 
$
12,493,264

v3.10.0.1
BASIS OF PRESENTATION (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cumulative adjustment to retained earnings $ 3,728,503 $ 3,446,332 $ 3,437,093
Minimum future lease commitments     $ 282,700
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cumulative adjustment to retained earnings $ 16,337 $ 9,239  
v3.10.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2018
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,275,816
Acquisitions 301
Adjustments (308)
Translation (10,583)
Balance, end of period 1,265,226
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 921,486
Acquisitions 0
Adjustments (40)
Translation (7,312)
Balance, end of period 914,134
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 185,873
Acquisitions 301
Adjustments (268)
Translation (1,948)
Balance, end of period 183,958
Robinson Fresh  
Goodwill [Roll Forward]  
Balance, beginning of period 141,185
Acquisitions 0
Adjustments 0
Translation (1,109)
Balance, end of period 140,076
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 27,272
Acquisitions 0
Adjustments 0
Translation (214)
Balance, end of period $ 27,058
v3.10.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Finite-lived intangibles    
Finite-lived intangibles $ 261,962 $ 263,393
Accumulated amortization (152,221) (122,283)
Net 109,741 141,110
Indefinite-lived intangibles    
Total intangibles, Cost 272,437 273,868
Total intangibles, Net 120,216 151,585
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 10,475 10,475
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles 261,662 263,093
Accumulated amortization (151,996) (122,103)
Net 109,666 140,990
Non-competition agreements    
Finite-lived intangibles    
Finite-lived intangibles 300 300
Accumulated amortization (225) (180)
Net $ 75 $ 120
v3.10.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense on Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Goodwill [Line Items]          
Amortization expense $ 9,201 $ 9,157 $ 27,796 $ 26,875  
Estimated amortization expense          
Remainder of 2018 9,408   9,408    
2019 37,265   37,265    
2020 27,001   27,001    
2021 13,480   13,480    
2022 13,480   13,480    
Thereafter 9,107   9,107    
Net 109,741   109,741   $ 141,110
NAST          
Estimated amortization expense          
Remainder of 2018 1,953   1,953    
2019 7,820   7,820    
2020 260   260    
2021 260   260    
2022 260   260    
Thereafter 461   461    
Global Forwarding          
Estimated amortization expense          
Remainder of 2018 7,455   7,455    
2019 29,445   29,445    
2020 26,741   26,741    
2021 13,220   13,220    
2022 13,220   13,220    
Thereafter 8,646   8,646    
Robinson Fresh          
Estimated amortization expense          
Remainder of 2018 0   0    
2019 0   0    
2020 0   0    
2021 0   0    
2022 0   0    
Thereafter 0   0    
All Other and Corporate          
Estimated amortization expense          
Remainder of 2018 0   0    
2019 0   0    
2020 0   0    
2021 0   0    
2022 0   0    
Thereafter $ 0   $ 0    
v3.10.0.1
FAIR VALUE MEASUREMENT (Details) - USD ($)
Sep. 30, 2018
Dec. 31, 2017
Fair Value Disclosures [Abstract]    
Liabilities and assets at fair value $ 0 $ 0
v3.10.0.1
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
3 Months Ended
Sep. 30, 2018
Oct. 24, 2018
Dec. 31, 2017
Debt Instrument [Line Items]      
Total debt $ 1,341,303,000   $ 1,465,000,000
Less: Current maturities and short-term borrowing 0   (715,000,000)
Long-term debt $ 1,341,303,000   $ 750,000,000
Line of Credit | Revolving credit facility | Senior Unsecured Revolving Credit Facility 2019 Term Loan      
Debt Instrument [Line Items]      
Average interest rate as of 0.00%   2.70%
Total debt $ 0   $ 715,000,000
Interest rate during period 3.58%    
Senior Notes | Series A Notes      
Debt Instrument [Line Items]      
Average interest rate as of 3.97%   3.97%
Total debt $ 175,000,000   $ 175,000,000
Senior Notes | Series B Notes      
Debt Instrument [Line Items]      
Average interest rate as of 4.26%   4.26%
Total debt $ 150,000,000   $ 150,000,000
Senior Notes | Series C Notes      
Debt Instrument [Line Items]      
Average interest rate as of 4.60%   4.60%
Total debt $ 175,000,000   $ 175,000,000
Secured Debt | Receivables securitization facility      
Debt Instrument [Line Items]      
Average interest rate as of 2.96%   2.00%
Total debt $ 249,898,000   $ 250,000,000
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan      
Debt Instrument [Line Items]      
Line of credit facility, maximum borrowing capacity $ 900,000,000    
Unsecured Debt | Amended Credit Agreement Due 2023 | Subsequent Event      
Debt Instrument [Line Items]      
Line of credit facility, maximum borrowing capacity   $ 1,000,000,000  
Unsecured Debt | Senior Notes Due 2028      
Debt Instrument [Line Items]      
Average interest rate as of 4.20%    
Total debt $ 591,405,000   $ 0
v3.10.0.1
FINANCING ARRANGEMENTS - Additional Information (Details)
9 Months Ended
Oct. 24, 2018
USD ($)
Apr. 09, 2018
Aug. 23, 2013
USD ($)
Sep. 30, 2018
USD ($)
Dec. 31, 2017
USD ($)
Apr. 26, 2017
USD ($)
Debt Instrument [Line Items]            
Long-term debt, fair value       $ 484,700,000    
Long-term debt       $ 1,341,303,000 $ 1,465,000,000  
Receivables securitization facility | 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
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan            
Debt Instrument [Line Items]            
Debt instrument, covenant, leverage ratio, maximum       3.00    
Line of credit facility, maximum borrowing capacity       $ 900,000,000    
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan | Federal Funds Rate            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       0.50%    
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate       1.13%    
Unsecured Debt | Amended Credit Agreement Due 2023 | Subsequent Event            
Debt Instrument [Line Items]            
Debt instrument, covenant, leverage ratio, maximum 3.50          
Line of credit facility, maximum borrowing capacity $ 1,000,000,000          
Unsecured Debt | Amended Credit Agreement Due 2023 | Subsequent Event | Minimum            
Debt Instrument [Line Items]            
Commitment fee percentage 0.075%          
Unsecured Debt | Amended Credit Agreement Due 2023 | Subsequent Event | Maximum            
Debt Instrument [Line Items]            
Commitment fee percentage 0.20%          
Unsecured Debt | Senior Notes Due 2028            
Debt Instrument [Line Items]            
Long-term debt, fair value       $ 593,500,000    
Debt instrument, redemption price, percentage   101.00%        
Debt instrument, interest rate, stated percentage   4.20%        
Debt instrument, effective yield   4.39%        
Long-term debt       $ 591,405,000 $ 0  
Percent of principal amount outstanding held by trustee or holders   25.00%        
Senior Notes | Note Purchase Agreement            
Debt Instrument [Line Items]            
Debt instrument, covenant, leverage ratio, maximum     3.00      
Debt instrument, face amount     $ 500,000,000      
Debt instrument, covenant, interest expense ratio, maximum     2.00      
Debt instrument, covenant, priority debt, percentage     15.00%      
Debt instrument, redemption price, percentage     100.00%      
v3.10.0.1
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Income Tax Contingency [Line Items]          
Effective income tax 26.50% 35.20% 24.70% 34.20%  
Estimated effect on income taxes payable from foreign earnings repatriated     $ 14.5    
Tax Cuts and Jobs Act of 2017, provisional income tax benefit     8.5   $ 12.1
Tax Cuts and Jobs Act, transition tax, income tax expense     3.6    
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized $ 37.7   37.7    
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 1.8   1.8    
Accounting Standards Update 2016-09          
Income Tax Contingency [Line Items]          
Effective income tax rate reconciliation, share-based compensation, excess tax benefit amount     $ 9.3 $ 11.9  
v3.10.0.1
STOCK AWARD PLANS - Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 23,771,000 $ 7,667,000 $ 68,475,000 $ 24,509,000
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 5,666,000 1,715,000 17,931,000 5,341,000
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 17,539,000 5,427,000 48,443,000 17,149,000
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 566,101 $ 525,000 $ 2,101,000 $ 2,019,000
v3.10.0.1
STOCK AWARD PLANS - Additional Information (Details) - USD ($)
9 Months Ended
Sep. 30, 2018
May 12, 2016
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Maximum employee contribution to purchase company stock $ 10,000  
Discount rate used to determine the purchase price 15.00%  
Stock Option    
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) 3,199,688  
Stock award, vesting period 5 years  
Unrecognized compensation expense $ 40,300,000  
Restricted Stock Awards    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Stock award, vesting period 5 years  
Unrecognized compensation expense $ 88,500,000  
Restricted Stock Awards | Minimum    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Discount on outstanding grants 15.00%  
Restricted Stock Awards | Maximum    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Discount on outstanding grants 21.00%  
v3.10.0.1
STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 38,538      
Aggregate cost to employees $ 3,208,000      
Expense recognized by the company 23,771,000 $ 7,667,000 $ 68,475,000 $ 24,509,000
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 566,101 $ 525,000 $ 2,101,000 $ 2,019,000
v3.10.0.1
LITIGATION (Details)
9 Months Ended
Sep. 30, 2018
case
Contingent Auto Liability Claim  
Loss Contingencies [Line Items]  
Contingency auto liability cases (case) 15
v3.10.0.1
ACQUISITIONS - Additional Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Aug. 31, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Business Acquisition [Line Items]        
Total purchase consideration. net of cash acquired   $ 1,315 $ 48,446  
Goodwill   $ 1,265,226   $ 1,275,816
Milgram & Company Ltd.        
Business Acquisition [Line Items]        
Total purchase consideration. net of cash acquired $ 47,300      
Goodwill $ 28,300      
v3.10.0.1
ACQUISITIONS - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - Customer relationships - Milgram & Company Ltd.
$ in Thousands
Aug. 31, 2017
USD ($)
Business Acquisition [Line Items]  
Estimated Life (years) 7 years
Identifiable intangible assets $ 14,004
v3.10.0.1
SEGMENT REPORTING - Additional Information (Details)
9 Months Ended
Sep. 30, 2018
segment
Segment Reporting [Abstract]  
Number of reportable segments (segment) 3
v3.10.0.1
SEGMENT REPORTING - Summary of Segment Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
USD ($)
employee
Sep. 30, 2017
USD ($)
employee
Sep. 30, 2018
USD ($)
employee
Sep. 30, 2017
USD ($)
employee
Dec. 31, 2017
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 4,291,900 $ 3,784,451 $ 12,493,264 $ 10,909,594  
Net revenues 694,044 593,846 1,991,452 1,736,201  
Income from operations 245,973 194,465 656,566 564,243  
Depreciation and amortization 23,923 23,963 72,402 69,340  
Total assets $ 4,492,722 $ 4,175,588 $ 4,492,722 $ 4,175,588 $ 4,235,834
Average headcount (employee) | employee 15,291 14,903 15,189 14,590  
NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 3,078,565 $ 2,585,216 $ 8,879,342 $ 7,439,416  
Net revenues 465,522 377,403 1,317,104 1,109,749  
Income from operations 204,158 151,392 562,802 447,553  
Depreciation and amortization 6,096 5,808 18,314 17,104  
Total assets $ 2,515,823 $ 2,297,980 $ 2,515,823 $ 2,297,980  
Average headcount (employee) | employee 7,007 6,998 6,931 6,921  
Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 651,894 $ 560,007 $ 1,847,484 $ 1,573,198  
Net revenues 134,101 129,842 401,169 357,411  
Income from operations 23,835 31,125 61,844 75,006  
Depreciation and amortization 8,735 8,455 26,397 24,574  
Total assets $ 944,928 $ 840,762 $ 944,928 $ 840,762  
Average headcount (employee) | employee 4,684 4,301 4,725 4,113  
Robinson Fresh          
Segment Reporting Information [Line Items]          
Total revenues $ 622,015 $ 656,918 $ 1,891,985 $ 1,937,375  
Net revenues 60,340 54,253 169,747 171,936  
Income from operations 21,411 11,586 39,950 40,487  
Depreciation and amortization 1,092 1,190 3,409 3,534  
Total assets $ 411,309 $ 413,520 $ 411,309 $ 413,520  
Average headcount (employee) | employee 914 970 910 966  
All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 159,337 $ 152,479 $ 486,132 $ 442,311  
Net revenues 34,081 32,348 103,432 97,105  
Income from operations (3,431) 362 (8,030) 1,197  
Depreciation and amortization 8,000 8,510 24,282 24,128  
Total assets $ 620,662 $ 623,326 $ 620,662 $ 623,326  
Average headcount (employee) | employee 2,686 2,634 2,623 2,590  
Operating Segments          
Segment Reporting Information [Line Items]          
Total revenues $ 4,291,900 $ 3,784,451 $ 12,493,264 $ 10,909,594  
Operating Segments | NAST          
Segment Reporting Information [Line Items]          
Total revenues 2,931,461 2,469,420 8,473,376 7,110,223  
Operating Segments | Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues 639,268 552,134 1,810,619 1,549,742  
Operating Segments | Robinson Fresh          
Segment Reporting Information [Line Items]          
Total revenues 565,590 613,646 1,737,083 1,821,094  
Operating Segments | All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues 155,581 149,251 472,186 428,535  
Intersegment revenues          
Segment Reporting Information [Line Items]          
Total revenues (219,911) (170,169) (611,679) (482,706)  
Intersegment revenues | NAST          
Segment Reporting Information [Line Items]          
Total revenues 147,104 115,796 405,966 329,193  
Intersegment revenues | Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues 12,626 7,873 36,865 23,456  
Intersegment revenues | Robinson Fresh          
Segment Reporting Information [Line Items]          
Total revenues 56,425 43,272 154,902 116,281  
Intersegment revenues | All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 3,756 $ 3,228 $ 13,946 $ 13,776  
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS - Cumulative Effect of Changes to Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Assets      
Receivables, net of allowance for doubtful accounts $ 2,251,944 $ 2,012,212 $ 2,113,930
Contract assets 201,411 147,764 0
Prepaid expenses and other 53,909 67,137 63,116
Liabilities      
Accounts payable 1,077,780 943,812 1,000,305
Accrued expenses - transportation expense 156,810 94,811 0
Accrued expenses - compensation 121,813 107,280 105,316
Accrued expenses - other accrued liabilities 68,863 55,477 58,229
Deferred tax liabilities 44,555 48,653  
Equity      
Retained earnings 3,728,503 3,446,332 3,437,093
Calculated under Revenue Guidance in Effect before Topic 606      
Assets      
Receivables, net of allowance for doubtful accounts 2,327,352   2,113,930
Contract assets 0   0
Prepaid expenses and other 52,518   63,116
Liabilities      
Accounts payable 1,128,878   1,000,305
Accrued expenses - transportation expense 0   0
Accrued expenses - compensation 119,197   105,316
Accrued expenses - other accrued liabilities 71,929   58,229
Deferred tax liabilities 38,760   45,355
Equity      
Retained earnings 3,712,166   $ 3,437,093
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09      
Assets      
Receivables, net of allowance for doubtful accounts (75,408) (101,718)  
Contract assets 201,411 147,764  
Prepaid expenses and other 1,391 4,021  
Liabilities      
Accounts payable (51,098) (56,493)  
Accrued expenses - transportation expense 156,810 94,811  
Accrued expenses - compensation 2,616 1,964  
Accrued expenses - other accrued liabilities (3,066) (2,752)  
Deferred tax liabilities 5,795 3,298  
Equity      
Retained earnings $ 16,337 $ 9,239  
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS - Impact on Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Revenues        
Total revenues $ 4,291,900 $ 3,784,451 $ 12,493,264 $ 10,909,594
Costs and expenses        
Personnel expenses 335,299 293,204 1,004,226 867,928
Other selling, general, and administrative expenses 112,772 106,177 330,660 304,030
Total costs and expenses 4,045,927 3,589,986 11,836,698 10,345,351
Income from operations 245,973 194,465 656,566 564,243
Interest and other expense (6,526) (10,484) (22,354) (29,154)
Income before provision for income taxes 239,447 183,981 634,212 535,089
Provision for income taxes 63,552 64,795 156,857 182,752
Net income 175,895 119,186 477,355 352,337
Calculated under Revenue Guidance in Effect before Topic 606        
Revenues        
Total revenues 4,310,241   12,495,356  
Costs and expenses        
Personnel expenses 335,198   1,003,575  
Other selling, general, and administrative expenses 112,772   330,660  
Total costs and expenses 4,064,973   11,848,413  
Income from operations 245,268   646,943  
Interest and other expense (6,526)   (22,354)  
Income before provision for income taxes 238,742   624,589  
Provision for income taxes 63,300   154,332  
Net income 175,442   470,257  
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09        
Revenues        
Total revenues (18,341)   (2,092)  
Costs and expenses        
Personnel expenses 101   651  
Other selling, general, and administrative expenses 0   0  
Total costs and expenses (19,046)   (11,715)  
Income from operations 705   9,623  
Interest and other expense 0   0  
Income before provision for income taxes 705   9,623  
Provision for income taxes 252   2,525  
Net income 453   7,098  
Transportation and logistics services        
Revenues        
Total revenues 4,028,392 3,433,701 11,619,171 9,855,739
Costs and expenses        
Purchased products and services 3,359,520 2,869,616 9,714,318 8,214,856
Transportation and logistics services | Calculated under Revenue Guidance in Effect before Topic 606        
Revenues        
Total revenues 4,018,151   11,537,467  
Costs and expenses        
Purchased products and services 3,350,085   9,642,888  
Transportation and logistics services | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09        
Revenues        
Total revenues 10,241   81,704  
Costs and expenses        
Purchased products and services 9,435   71,430  
Sourcing        
Revenues        
Total revenues 263,508 350,750 874,093 1,053,855
Costs and expenses        
Purchased products and services 238,336 $ 320,989 787,494 $ 958,537
Sourcing | Calculated under Revenue Guidance in Effect before Topic 606        
Revenues        
Total revenues 292,090   957,889  
Costs and expenses        
Purchased products and services 266,918   871,290  
Sourcing | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09        
Revenues        
Total revenues (28,582)   (83,796)  
Costs and expenses        
Purchased products and services $ (28,582)   $ (83,796)  
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS - Impact on Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Assets      
Receivables, net of allowance for doubtful accounts $ 2,251,944 $ 2,012,212 $ 2,113,930
Contract assets 201,411 147,764 0
Prepaid expenses and other 53,909 67,137 63,116
Liabilities      
Accounts payable 1,077,780 943,812 1,000,305
Accrued expenses - transportation expense 156,810 94,811 0
Accrued expenses - compensation 121,813 107,280 105,316
Accrued expenses - other accrued liabilities 68,863 55,477 58,229
Deferred tax liabilities 44,555 48,653  
Equity      
Retained earnings 3,728,503 3,446,332 3,437,093
Calculated under Revenue Guidance in Effect before Topic 606      
Assets      
Receivables, net of allowance for doubtful accounts 2,327,352   2,113,930
Contract assets 0   0
Prepaid expenses and other 52,518   63,116
Liabilities      
Accounts payable 1,128,878   1,000,305
Accrued expenses - transportation expense 0   0
Accrued expenses - compensation 119,197   105,316
Accrued expenses - other accrued liabilities 71,929   58,229
Deferred tax liabilities 38,760   45,355
Equity      
Retained earnings 3,712,166   $ 3,437,093
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09      
Assets      
Receivables, net of allowance for doubtful accounts (75,408) (101,718)  
Contract assets 201,411 147,764  
Prepaid expenses and other 1,391 4,021  
Liabilities      
Accounts payable (51,098) (56,493)  
Accrued expenses - transportation expense 156,810 94,811  
Accrued expenses - compensation 2,616 1,964  
Accrued expenses - other accrued liabilities (3,066) (2,752)  
Deferred tax liabilities 5,795 3,298  
Equity      
Retained earnings $ 16,337 $ 9,239  
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS - Summary of Gross Revenues Disaggregated by Major Service Line and Timing of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues $ 4,291,900 $ 3,784,451 $ 12,493,264 $ 10,909,594
NAST        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 3,078,565 2,585,216 8,879,342 7,439,416
Global Forwarding        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 651,894 560,007 1,847,484 1,573,198
Robinson Fresh        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 622,015 656,918 1,891,985 1,937,375
All Other and Corporate        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 159,337 152,479 486,132 442,311
Transportation and logistics services        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 4,028,392 3,433,701 11,619,171 9,855,739
Sourcing        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 263,508 350,750 874,093 1,053,855
Operating Segments        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 4,291,900 3,784,451 12,493,264 10,909,594
Operating Segments | NAST        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 2,931,461 2,469,420 8,473,376 7,110,223
Operating Segments | Global Forwarding        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 639,268 552,134 1,810,619 1,549,742
Operating Segments | Robinson Fresh        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 565,590 613,646 1,737,083 1,821,094
Operating Segments | All Other and Corporate        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 155,581 $ 149,251 472,186 $ 428,535
Operating Segments | Transportation and logistics services        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 4,028,392   11,619,171  
Operating Segments | Transportation and logistics services | Performance obligations completed over time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 4,028,392   11,619,171  
Operating Segments | Transportation and logistics services | NAST        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 2,931,461   8,473,376  
Operating Segments | Transportation and logistics services | NAST | Performance obligations completed over time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 2,931,461   8,473,376  
Operating Segments | Transportation and logistics services | Global Forwarding        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 639,268   1,810,619  
Operating Segments | Transportation and logistics services | Global Forwarding | Performance obligations completed over time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 639,268   1,810,619  
Operating Segments | Transportation and logistics services | Robinson Fresh        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 302,082   862,990  
Operating Segments | Transportation and logistics services | Robinson Fresh | Performance obligations completed over time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 302,082   862,990  
Operating Segments | Transportation and logistics services | All Other and Corporate        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 155,581   472,186  
Operating Segments | Transportation and logistics services | All Other and Corporate | Performance obligations completed over time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 155,581   472,186  
Operating Segments | Sourcing        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 263,508   874,093  
Operating Segments | Sourcing | Performance obligations completed at a point in time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 263,508   874,093  
Operating Segments | Sourcing | NAST        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 0   0  
Operating Segments | Sourcing | NAST | Performance obligations completed at a point in time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 0   0  
Operating Segments | Sourcing | Global Forwarding        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 0   0  
Operating Segments | Sourcing | Global Forwarding | Performance obligations completed at a point in time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 0   0  
Operating Segments | Sourcing | Robinson Fresh        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 263,508   874,093  
Operating Segments | Sourcing | Robinson Fresh | Performance obligations completed at a point in time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 263,508   874,093  
Operating Segments | Sourcing | All Other and Corporate        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues 0   0  
Operating Segments | Sourcing | All Other and Corporate | Performance obligations completed at a point in time        
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]        
Total revenues $ 0   $ 0  
v3.10.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS - Additional Information (Details) - Product Concentration Risk - Sales Revenue, Net
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2018
Transportation and logistics services    
Disaggregation of Revenue [Line Items]    
Percentage of gross revenue attributable to services 92.00% 92.00%
Buying, Selling, and Marketing of Produce Items    
Disaggregation of Revenue [Line Items]    
Percentage of gross revenue attributable to services 6.00% 7.00%
Value-added Logistics Services    
Disaggregation of Revenue [Line Items]    
Percentage of gross revenue attributable to services 2.00% 1.00%
v3.10.0.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Stockholders' Equity Note [Abstract]    
Accumulated other comprehensive loss $ (57,414) $ (18,460)