C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 8/2/2024
Quarterly Report
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Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-23189  
Entity Registrant Name C.H. ROBINSON WORLDWIDE, INC.  
Entity Central Index Key 0001043277  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 41-1883630  
Entity Address, Address Line One 14701 Charlson Road  
Entity Address, City or Town Eden Prairie  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55347  
City Area Code 952  
Local Phone Number 937-8500  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   117,283,235
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Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 113,166 $ 145,524
Receivables, net of allowance for credit loss of $16,845 and $14,229 2,650,800 2,381,963
Contract assets, net of allowance for credit loss 260,401 189,900
Prepaid expenses and other 154,807 163,307
Total current assets 3,179,174 2,880,694
Property and equipment, net of accumulated depreciation and amortization 139,636 144,718
Goodwill 1,468,605 1,473,600
Other intangible assets, net of accumulated amortization 36,763 43,662
Right-of-use lease assets 351,823 353,890
Deferred tax assets 226,396 214,619
Other assets 109,949 114,097
Total assets 5,512,346 5,225,280
Current liabilities:    
Accounts payable 1,431,662 1,303,951
Outstanding checks 56,970 66,383
Accrued expenses:    
Compensation 120,819 135,104
Transportation expense 211,310 147,921
Income taxes 2,483 4,748
Other accrued liabilities 158,846 159,435
Current lease liabilities 74,123 74,451
Current portion of debt 188,000 160,000
Total current liabilities 2,244,213 2,051,993
Long-term debt 1,421,066 1,420,487
Noncurrent lease liabilities 299,564 297,563
Noncurrent income taxes payable 21,611 21,289
Deferred tax liabilities 11,929 13,177
Other long-term liabilities 3,522 2,074
Total liabilities 4,001,905 3,806,583
Stockholders’ investment:    
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding 0 0
Common stock, $0.10 par value, 480,000 shares authorized; 179,199 and 179,204 shares issued, 117,262 and 116,768 outstanding 11,726 11,677
Additional paid-in capital 756,135 754,093
Retained earnings 5,691,874 5,620,790
Accumulated other comprehensive loss (101,749) (80,946)
Treasury stock at cost (61,937 and 62,436 shares) (4,847,545) (4,886,917)
Total stockholders’ investment 1,510,441 1,418,697
Total liabilities and stockholders’ investment $ 5,512,346 $ 5,225,280
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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 16,845 $ 14,229
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, authorized (shares) 20,000,000 20,000,000
Preferred stock, issued (shares) 0 0
Preferred stock, outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, authorized (shares) 480,000,000 480,000,000
Common stock, issued (shares) 179,199,000 179,204,000
Common stock, outstanding (shares) 117,262,000 116,768,000
Treasury stock (shares) 61,937,000 62,436,000
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Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Total revenues $ 4,483,348 $ 4,421,856 $ 8,895,659 $ 9,033,526
Costs and expenses:        
Personnel expenses 361,222 377,277 740,309 760,383
Other selling, general, and administrative expenses 148,097 155,596 299,606 297,097
Total costs and expenses 4,305,258 4,289,233 8,590,436 8,739,870
Income from operations 178,090 132,623 305,223 293,656
Interest and other income/expense, net (21,525) (18,259) (38,305) (46,524)
Income before provision for income taxes 156,565 114,364 266,918 247,132
Provision for income taxes 30,314 17,048 47,763 34,925
Net income 126,251 97,316 219,155 212,207
Other comprehensive loss (1,313) (6,536) (20,803) (4,059)
Comprehensive income $ 124,938 $ 90,780 $ 198,352 $ 208,148
Basic net income per share (in dollars per share) $ 1.06 $ 0.82 $ 1.84 $ 1.79
Diluted net income per share (in dollars per share) $ 1.05 $ 0.81 $ 1.83 $ 1.77
Basic weighted average shares outstanding (shares) 119,418 118,500 119,381 118,567
Dilutive effect of outstanding stock awards (shares) 502 1,307 351 1,253
Diluted weighted average shares outstanding (shares) 119,920 119,807 119,732 119,820
Transportation        
Revenues:        
Total revenues $ 4,121,930 $ 4,084,827 $ 8,204,518 $ 8,412,792
Costs and expenses:        
Purchased products and services 3,470,383 3,453,560 6,925,379 7,124,591
Sourcing        
Revenues:        
Total revenues 361,418 337,029 691,141 620,734
Costs and expenses:        
Purchased products and services $ 325,556 $ 302,800 $ 625,142 $ 557,799
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Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (in shares)   116,768     116,768  
Beginning balance $ 1,429,994 $ 1,418,697 $ 1,381,388 $ 1,353,422 $ 1,418,697 $ 1,353,422
Net income 126,251 92,904 97,316 114,891 $ 219,155 212,207
Foreign currency adjustments (1,313) (19,490) (6,536) 2,477    
Dividends declared (74,006) (74,065) (73,577) (73,581)    
Stock issued for employee benefit plans 9,943 (10,725) 15,206 (375)    
Stock-based compensation expense $ 19,572 22,673 6,035 15,607    
Repurchase of common stock     (31,725) (31,053)    
Ending balance (in shares) 117,262       117,262  
Ending balance $ 1,510,441 $ 1,429,994 $ 1,388,107 $ 1,381,388 $ 1,510,441 $ 1,388,107
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61 $ 0.61 $ 0.61    
Common Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (in shares) 117,000 116,768 116,437 116,323 116,768 116,323
Beginning balance $ 11,700 $ 11,677 $ 11,644 $ 11,632 $ 11,677 $ 11,632
Stock issued for employee benefit plans (in shares) 262 232 228 430    
Stock issued for employee benefit plans $ 26 $ 23 $ 22 $ 44    
Stock-based compensation expense (in shares) 0 0 0 0    
Stock-based compensation expense $ 0 $ 0 $ 0 $ 0    
Repurchase of common stock (in shares)     (330) (316)    
Repurchase of common stock     $ (33) $ (32)    
Ending balance (in shares) 117,262 117,000 116,335 116,437 117,262 116,335
Ending balance $ 11,726 $ 11,700 $ 11,633 $ 11,644 $ 11,726 $ 11,633
Additional Paid-in Capital            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 746,998 754,093 730,363 743,288 754,093 743,288
Stock issued for employee benefit plans (10,435) (29,768) (2,154) (28,532)    
Stock-based compensation expense 19,572 22,673 6,035 15,607    
Ending balance 756,135 746,998 734,244 730,363 756,135 734,244
Retained Earnings            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 5,639,629 5,620,790 5,631,750 5,590,440 5,620,790 5,590,440
Net income 126,251 92,904 97,316 114,891    
Dividends declared (74,006) (74,065) (73,577) (73,581)    
Ending balance 5,691,874 5,639,629 5,655,489 5,631,750 5,691,874 5,655,489
Accumulated Other Comprehensive Loss            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (100,436) (80,946) (86,383) (88,860) (80,946) (88,860)
Foreign currency adjustments (1,313) (19,490) (6,536) 2,477    
Ending balance (101,749) (100,436) (92,919) (86,383) (101,749) (92,919)
Treasury Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (4,867,897) (4,886,917) (4,905,986) (4,903,078) (4,886,917) (4,903,078)
Stock issued for employee benefit plans 20,352 19,020 17,338 28,113    
Stock-based compensation expense 0 0 0 0    
Repurchase of common stock     (31,692) (31,021)    
Ending balance $ (4,847,545) $ (4,867,897) $ (4,920,340) $ (4,905,986) $ (4,847,545) $ (4,920,340)
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Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]        
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61 $ 0.61 $ 0.61
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Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
OPERATING ACTIVITIES    
Net income $ 219,155 $ 212,207
Adjustments to reconcile net income to net cash (used for) provided by operating activities:    
Depreciation and amortization 48,932 50,355
Provision for credit losses 4,298 (8,397)
Stock-based compensation 42,245 21,642
Deferred income taxes (13,392) (21,825)
Excess tax benefit on stock-based compensation (2,274) (8,645)
Other operating activities 10,841 3,080
Changes in operating elements:    
Receivables (290,042) 501,210
Contract assets (70,514) 69,662
Prepaid expenses and other 8,034 (23,834)
Increase (Decrease) in Right of Use Asset (3,093) 28,728
Accounts payable and outstanding checks 122,404 (125,090)
Accrued compensation (13,276) (130,197)
Accrued transportation expense 63,389 (56,524)
Accrued income taxes (60) 3,308
Other accrued liabilities 1,108 (9,611)
Increase (Decrease) in Operating Lease Liability 3,248 (26,663)
Other assets and liabilities 2,096 (30)
Net cash provided by operating activities 133,099 479,376
INVESTING ACTIVITIES    
Purchases of property and equipment (15,238) (21,679)
Purchases and development of software (26,573) (29,622)
Net cash used for investing activities (41,811) (51,301)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 19,026 36,684
Stock tendered for payment of withholding taxes (19,808) (21,853)
Repurchase of common stock 0 (62,754)
Cash dividends (147,283) (146,195)
Proceeds from short-term borrowings 1,653,000 1,861,750
Payments on short-term borrowings (1,625,000) (2,099,750)
Net cash used for financing activities (120,065) (432,118)
Effect of exchange rates on cash and cash equivalents (3,581) (3,284)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Disposal Group, Including Discontinued Operations (32,358) (7,327)
Cash and cash equivalents, beginning of period 145,524 217,482
Cash and cash equivalents, end of period $ 113,166 $ 210,155
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BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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GOODWILL AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(2,486)(1,830)(679)(4,995)
Balance, June 30, 2024$1,186,327 $205,769 $76,509 $1,468,605 
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.
In the second quarter of 2024, we identified qualitative and quantitative factors indicating that the fair value of our Europe Surface Transportation reporting unit may not exceed its carrying value requiring an interim Step One Analysis. As a result of our interim Step One Analysis, we determined that the fair value of our Europe Surface Transportation reporting unit exceeded its carrying value by less than 5 percent and its $29.2 million goodwill balance was not impaired.
Our interim Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis. The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was based upon available third-party offers to acquire the business at the measurement date. As the offers to acquire the business did not include the sale of a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform. The computed fair value of the reporting unit exceeded its carrying value by less than 5 percent and therefore the judgments, key assumptions, and third-party offers to acquire the business are inherently sensitive inputs to our interim Step One Analysis. A negative change to the Europe Surface Transportation market could have negatively impacted the third-party offers to acquire the business used in our interim Step One Analysis although as noted in Note 14, Subsequent Events, the Company has entered into an agreement to sell the business excluding its proprietary technology platform. A change to the timing or cash outflows needed for a market participant to implement a comparable technology platform and changes to our computed discount rate are the primary factors that could reasonably be expected to negatively affect the fair value determined by our discounted cash flow analysis. We will continue to monitor any changes to the assumptions included in our discounted cash flow analysis in future periods as needed.
There were no changes in circumstances or events identified in the second quarter of 2024 indicating that an interim impairment analysis was required for any other reporting units as of June 30, 2024.
Identifiable intangible assets consisted of the following (in thousands):
June 30, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,366 $(64,203)$28,163 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$100,966 $(64,203)$36,763 $102,099 $(58,437)$43,662 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Amortization expense$3,303 $5,773 $6,616 $11,588 
Finite-lived intangible assets, by reportable segment, as of June 30, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$3,966 $1,473 $538 $5,977 
20257,857 2,279 1,076 11,212 
20267,857 372 736 8,965 
20271,310 — 493 1,803 
2028— — 206 206 
Total$28,163 
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FAIR VALUE MEASUREMENT
6 Months Ended
Jun. 30, 2024
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 June 30, 2024, and December 31, 2023. There were no transfers between levels during the period.
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FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2024December 31, 2023MaturityJune 30, 2024December 31, 2023
Revolving credit facility6.57 %6.45 %November 2027$188,000 $160,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.24 %6.25 %November 2025499,667 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,399 595,945 
Total debt1,609,066 1,580,487 
Less: Current maturities and short-term borrowing(188,000)(160,000)
Long-term debt$1,421,066 $1,420,487 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. 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 SOFR plus a specified margin). As of June 30, 2024, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, 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 3.75 to 1.00. The Credit Agreement also contains customary events of default.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $294.1 million on June 30, 2024. 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 a Level 2 financial liability. Senior Notes Series A matured in August 2023.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 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. On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $500 million as of June 30, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.
The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $581.7 million as of June 30, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.4 million as of June 30, 2024.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $20 million discretionary line of credit with U.S. Bank of which $16.9 million is utilized for standby letters of credit related to insurance collateral as of June 30, 2024. These standby letters of credit are renewed annually and were undrawn as of June 30, 2024.
v3.24.2.u1
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. The three and six months ended June 30, 2023, have been adjusted to conform to the current year presentation.
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.0 2.4 2.3 2.3 
Share based payment awards(0.5)(1.0)(0.7)(3.5)
Foreign tax credits(1.4)(6.2)(1.6)(3.3)
Other U.S. tax credits and incentives(5.0)(3.9)(6.2)(3.9)
Foreign tax rate differential2.7 0.6 1.8 (0.3)
Section 162(m) limitation on compensation0.8 0.7 1.0 0.9 
Other(0.2)1.3 0.3 0.9 
Effective income tax rate19.4 %14.9 %17.9 %14.1 %
In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We are continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.
As of June 30, 2024, we have $21.6 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.3 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2019.
v3.24.2.u1
STOCK AWARD PLANS
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK AWARD PLANS STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Stock options$1,082 $2,242 $2,164 $4,460 
Stock awards17,681 2,980 38,200 14,992 
Company expense on ESPP discount809 813 1,881 2,190 
Total stock-based compensation expense$19,572 $6,035 $42,245 $21,642 
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units (“PSUs”) and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan. There were 2,734,585 shares available for stock awards under the Plan as of June 30, 2024.
Stock Options - We have awarded stock options to certain key employees that vest primarily based on their continued employment. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of June 30, 2024, unrecognized compensation expense related to stock options was $2.2 million.
Stock Awards - We have awarded performance-based restricted shares, PSUs, and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
Performance-based Awards
Beginning in 2021, we have awarded PSUs on an annual basis to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
Time-based Awards
We award time-based restricted stock units to certain key employees. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted time-based awards on an annual basis which vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 318,801 PSUs at target and 604,468 time-based restricted stock units in February 2024 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $73.66 and provide for two-years of post-termination vesting upon a qualified retirement.
We have also awarded restricted stock units to certain key employees and non-employee directors which are fully vested upon date of grant. 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 awards have been expensed on the date of grant.
As of June 30, 2024, there was unrecognized compensation expense of $211.1 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended June 30, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
61,224 $4,586 $809 
v3.24.2.u1
LITIGATION
6 Months Ended
Jun. 30, 2024
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 certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
v3.24.2.u1
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and LTL services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2024
Total revenues$2,989,909 $921,223 $572,216 $4,483,348 
Income (loss) from operations141,102 40,982 (3,994)178,090 
Depreciation and amortization5,525 2,793 16,736 25,054 
Total assets(1)
3,053,769 1,306,075 1,152,502 5,512,346 
Average employee headcount5,868 4,652 3,954 14,474 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2023
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Income (loss) from operations117,859 29,647 (14,883)132,623 
Depreciation and amortization5,856 5,484 14,635 25,975 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,497 5,225 4,363 16,085 
____________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2024
Total revenues$5,990,222 $1,779,860 $1,125,577 $8,895,659 
Income (loss) from operations249,997 72,534 (17,308)305,223 
Depreciation and amortization10,875 5,637 32,420 48,932 
Total assets(1)
3,053,769 1,306,075 1,152,502 5,512,346 
Average employee headcount5,929 4,770 4,032 14,731 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2023
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Income (loss) from operations251,881 59,763 (17,988)293,656 
Depreciation and amortization11,507 10,964 27,884 50,355 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,713 5,356 4,454 16,523 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended June 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,989,909 $921,223 $210,798 $4,121,930 
Sourcing(2)
— — 361,418 361,418 
Total revenues$2,989,909 $921,223 $572,216 $4,483,348 
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,079,268 $779,867 $225,692 $4,084,827 
Sourcing(2)
— — 337,029 337,029 
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Six Months Ended June 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,990,222 $1,779,860 $434,436 $8,204,518 
Sourcing(2)
— — 691,141 691,141 
Total revenues$5,990,222 $1,779,860 $1,125,577 $8,895,659 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$6,383,455 $1,569,845 $459,492 $8,412,792 
Sourcing(2)
— — 620,734 620,734 
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2024, and revenue recognized in the three and six months ended June 30, 2024, and 2023 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.
v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
LEASES LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2024.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2024202320242023
Operating lease expense(1)
$26,793 $24,773 $52,430 $49,426 
Short-term lease expense1,521 1,486 2,683 2,900 
Total lease expense$28,314 $26,259 $55,113 $52,326 
___________________________ 
(1) Operating lease expense for the three and six months ended June 30, 2024, includes $3.9 million of restructuring charges related to rationalization of our facilities footprint including the early termination or abandonment of select office buildings under operating leases. Refer to Note 13, Restructuring, for further discussion related to our 2024 Restructuring Program.
Six Months Ended June 30,
Other Lease Information20242023
Operating cash flows from operating leases$48,649 $47,360 
Right-of-use lease assets obtained in exchange for new lease liabilities46,526 14,204 
Lease Term and Discount RateAs of June 30, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.1 %3.9 %
The maturities of lease liabilities as of June 30, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$40,854 
202590,514 
202677,195 
202761,100 
202845,774 
Thereafter107,249 
Total lease payments422,686 
Less: Interest(48,999)
Present value of lease liabilities$373,687 
v3.24.2.u1
ALLOWANCE FOR CREDIT LOSSES
6 Months Ended
Jun. 30, 2024
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant as of June 30, 2024.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision4,285 
Write-offs(1,669)
Balance, June 30, 2024$16,845 
Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 2024.
v3.24.2.u1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets. The recorded balance on June 30, 2024, and December 31, 2023, was $101.7 million and $80.9 million, respectively. The recorded balance on June 30, 2024, and December 31, 2023, is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $1.3 million for the three months ended June 30, 2024, primarily driven by fluctuations in the Euro, Mexican Peso and Brazilian Real mostly offset by the Australian Dollar and Singapore Dollar. Other comprehensive loss was $6.5 million for the three months ended June 30, 2023, primarily driven by fluctuations in the Yuan and Singapore Dollar.
Other comprehensive loss was $20.8 million for the six months ended June 30, 2024, primarily driven by fluctuations in the Euro, Singapore Dollar, and Australian Dollar. Other comprehensive loss was $4.1 million for the six months ended June 30, 2023, primarily driven by fluctuations in the Singapore Dollar, Yuan, and Australian Dollar partially offset by the Euro.
v3.24.2.u1
RESTRUCTURING
6 Months Ended
Jun. 30, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING RESTRUCTURING
2024 Restructuring Program: In 2024, the Company began a restructuring program (the “2024 Restructuring Program”) to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program will be executed in phases, focusing on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.
The major initiatives of the first phase, which commenced in the first quarter of 2024, include: 1) optimizing our management hierarchy, which includes a reduction in workforce; and 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects. We have realigned our product and technology
teams on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.
The primary initiatives of the second phase commenced in the second quarter of 2024. These initiatives include the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. The 2024 Restructuring Program may also include other initiatives yet to be identified that will drive our enterprise strategy and improve our cost structure. We expect all activities under the 2024 Restructuring program to be completed by the end of 2024.
We recognized restructuring charges of $15.2 million in the second quarter of 2024 primarily related to workforce reductions and charges to reduce our facilities footprint including early termination or abandonment of office buildings under operating leases. Based upon the initiatives identified to date, we anticipate recognizing $30 million to $35 million of restructuring charges related to the 2024 Restructuring Program in 2024. The amount of restructuring charges we recognize, and the timing of recognition, will depend upon the nature and scope of initiatives we identify and our ability to enact changes to our real estate footprint under existing operating leases. We paid $10.7 million of cash related to the 2024 Restructuring Program in the six months ended June 30, 2024.
A summary of charges related to our 2024 Restructuring Program are presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20242024
Severance(1)
$8,799 $16,213 
Other personnel expenses(1)
670 1,198 
Other selling, general, and administrative expenses(2)
5,740 10,709 
Total $15,209 $28,120 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. The charges recognized in the three months ended June 30, 2024, primarily resulted from the second phase of the 2024 Restructuring Program while the charges recognized in the six months ended June 30, 2024, also include initiatives under the first phase of the 2024 Restructuring Program as discussed above.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended June 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$4,758 $2,203 $2,508 $9,469 
Other selling, general, and administrative expenses3,776 1,327 637 5,740 
Six Months Ended June 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$7,784 $5,395 $4,232 $17,411 
Other selling, general, and administrative expenses5,654 1,559 3,496 10,709 

The following table summarizes activity related to our 2024 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges17,411 10,709 28,120 
  Cash payments(10,300)(394)(10,694)
  Settled non-cash— (10,030)(10,030)
  Accrual adjustments(1)
(449)— (449)
Balance, June 30, 2024$6,662 $285 $6,947 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
2022 Restructuring Program: In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. The initiatives under our 2022 Restructuring Program were completed in 2023. We paid $3.0 million of cash related to the 2022 Restructuring Program in the six months ended June 30, 2024. There is no further activity expected related to the 2022 Restructuring Program other than settling the remaining $0.7 million of accrued severance and other personnel expenses as of June 30, 2024.
A summary of charges related to our 2022 Restructuring Program are presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20232023
Severance(1)
$11,681 $14,819 
Other personnel expenses(1)
1,446 1,906 
Other selling, general, and administrative expenses(2)
1,005 1,129 
Total $14,132 $17,854 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$327 $691 $12,109 $13,127 
Other selling, general, and administrative expenses39 962 1,005 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,156 $2,229 $13,340 $16,725 
Other selling, general, and administrative expenses163 962 1,129 
The following table summarizes activity related to our 2022 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges12 
  Cash payments(2,970)
  Accrual adjustments(1)
(173)
Balance, June 30, 2024$652 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
Subsequent to June 30, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale is part of our enterprise strategy to drive focus on profitable growth in our four core modes—North American truckload and LTL and global ocean and air—as engines to ignite growth and create the most value for our stakeholders. The sale will include all assets and liabilities of the business other than our proprietary technology platform (the “disposal group”). The sale is expected to close in the fourth quarter of 2024, subject to certain customary conditions and regulatory approvals.
The Europe Surface Transportation disposal group will be presented as held for sale beginning in the third quarter of 2024 and adjusted to fair market value, less costs to sell, which will result in a loss on sale compared to carrying value in the third quarter of 2024. As of June 30, 2024, we had not committed to a plan to sell the business and significant uncertainty remained as to whether a sale would take place. The carrying value of the disposal group was approximately $115 million as of June 30, 2024, consisting primarily of $75 million of net operating working capital and $32 million of goodwill and other intangible assets.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income $ 126,251 $ 92,904 $ 97,316 $ 114,891 $ 219,155 $ 212,207
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENTLY ISSUED ACCOUNTING STANDARDS
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
GOODWILL
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired.
In the second quarter of 2024, we identified qualitative and quantitative factors indicating that the fair value of our Europe Surface Transportation reporting unit may not exceed its carrying value requiring an interim Step One Analysis. As a result of our interim Step One Analysis, we determined that the fair value of our Europe Surface Transportation reporting unit exceeded its carrying value by less than 5 percent and its $29.2 million goodwill balance was not impaired.
Our interim Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis. The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was based upon available third-party offers to acquire the business at the measurement date. As the offers to acquire the business did not include the sale of a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform. The computed fair value of the reporting unit exceeded its carrying value by less than 5 percent and therefore the judgments, key assumptions, and third-party offers to acquire the business are inherently sensitive inputs to our interim Step One Analysis. A negative change to the Europe Surface Transportation market could have negatively impacted the third-party offers to acquire the business used in our interim Step One Analysis although as noted in Note 14, Subsequent Events, the Company has entered into an agreement to sell the business excluding its proprietary technology platform. A change to the timing or cash outflows needed for a market participant to implement a comparable technology platform and changes to our computed discount rate are the primary factors that could reasonably be expected to negatively affect the fair value determined by our discounted cash flow analysis. We will continue to monitor any changes to the assumptions included in our discounted cash flow analysis in future periods as needed.
There were no changes in circumstances or events identified in the second quarter of 2024 indicating that an interim impairment analysis was required for any other reporting units as of June 30, 2024.
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.
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(2,486)(1,830)(679)(4,995)
Balance, June 30, 2024$1,186,327 $205,769 $76,509 $1,468,605 
Schedule of Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
June 30, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,366 $(64,203)$28,163 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$100,966 $(64,203)$36,763 $102,099 $(58,437)$43,662 
Schedule of Amortization Expense
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Amortization expense$3,303 $5,773 $6,616 $11,588 
Schedule of Future Amortization of Finite-Lived Intangible Assets
Finite-lived intangible assets, by reportable segment, as of June 30, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$3,966 $1,473 $538 $5,977 
20257,857 2,279 1,076 11,212 
20267,857 372 736 8,965 
20271,310 — 493 1,803 
2028— — 206 206 
Total$28,163 
v3.24.2.u1
FINANCING ARRANGEMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2024December 31, 2023MaturityJune 30, 2024December 31, 2023
Revolving credit facility6.57 %6.45 %November 2027$188,000 $160,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.24 %6.25 %November 2025499,667 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,399 595,945 
Total debt1,609,066 1,580,487 
Less: Current maturities and short-term borrowing(188,000)(160,000)
Long-term debt$1,421,066 $1,420,487 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.24.2.u1
INCOME TAXES (Tables)
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. The three and six months ended June 30, 2023, have been adjusted to conform to the current year presentation.
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.0 2.4 2.3 2.3 
Share based payment awards(0.5)(1.0)(0.7)(3.5)
Foreign tax credits(1.4)(6.2)(1.6)(3.3)
Other U.S. tax credits and incentives(5.0)(3.9)(6.2)(3.9)
Foreign tax rate differential2.7 0.6 1.8 (0.3)
Section 162(m) limitation on compensation0.8 0.7 1.0 0.9 
Other(0.2)1.3 0.3 0.9 
Effective income tax rate19.4 %14.9 %17.9 %14.1 %
v3.24.2.u1
STOCK AWARD PLANS (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Stock options$1,082 $2,242 $2,164 $4,460 
Stock awards17,681 2,980 38,200 14,992 
Company expense on ESPP discount809 813 1,881 2,190 
Total stock-based compensation expense$19,572 $6,035 $42,245 $21,642 
Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended June 30, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
61,224 $4,586 $809 
v3.24.2.u1
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2024
Total revenues$2,989,909 $921,223 $572,216 $4,483,348 
Income (loss) from operations141,102 40,982 (3,994)178,090 
Depreciation and amortization5,525 2,793 16,736 25,054 
Total assets(1)
3,053,769 1,306,075 1,152,502 5,512,346 
Average employee headcount5,868 4,652 3,954 14,474 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2023
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Income (loss) from operations117,859 29,647 (14,883)132,623 
Depreciation and amortization5,856 5,484 14,635 25,975 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,497 5,225 4,363 16,085 
____________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2024
Total revenues$5,990,222 $1,779,860 $1,125,577 $8,895,659 
Income (loss) from operations249,997 72,534 (17,308)305,223 
Depreciation and amortization10,875 5,637 32,420 48,932 
Total assets(1)
3,053,769 1,306,075 1,152,502 5,512,346 
Average employee headcount5,929 4,770 4,032 14,731 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2023
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Income (loss) from operations251,881 59,763 (17,988)293,656 
Depreciation and amortization11,507 10,964 27,884 50,355 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,713 5,356 4,454 16,523 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended June 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,989,909 $921,223 $210,798 $4,121,930 
Sourcing(2)
— — 361,418 361,418 
Total revenues$2,989,909 $921,223 $572,216 $4,483,348 
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,079,268 $779,867 $225,692 $4,084,827 
Sourcing(2)
— — 337,029 337,029 
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Six Months Ended June 30, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,990,222 $1,779,860 $434,436 $8,204,518 
Sourcing(2)
— — 691,141 691,141 
Total revenues$5,990,222 $1,779,860 $1,125,577 $8,895,659 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$6,383,455 $1,569,845 $459,492 $8,412,792 
Sourcing(2)
— — 620,734 620,734 
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2024202320242023
Operating lease expense(1)
$26,793 $24,773 $52,430 $49,426 
Short-term lease expense1,521 1,486 2,683 2,900 
Total lease expense$28,314 $26,259 $55,113 $52,326 
___________________________ 
(1) Operating lease expense for the three and six months ended June 30, 2024, includes $3.9 million of restructuring charges related to rationalization of our facilities footprint including the early termination or abandonment of select office buildings under operating leases. Refer to Note 13, Restructuring, for further discussion related to our 2024 Restructuring Program.
Six Months Ended June 30,
Other Lease Information20242023
Operating cash flows from operating leases$48,649 $47,360 
Right-of-use lease assets obtained in exchange for new lease liabilities46,526 14,204 
Lease Term and Discount RateAs of June 30, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.1 %3.9 %
Schedule of Maturity of Lease Liabilities
The maturities of lease liabilities as of June 30, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$40,854 
202590,514 
202677,195 
202761,100 
202845,774 
Thereafter107,249 
Total lease payments422,686 
Less: Interest(48,999)
Present value of lease liabilities$373,687 
v3.24.2.u1
ALLOWANCE FOR CREDIT LOSSES (Tables)
6 Months Ended
Jun. 30, 2024
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision4,285 
Write-offs(1,669)
Balance, June 30, 2024$16,845 
v3.24.2.u1
RESTRUCTURING (Tables)
6 Months Ended
Jun. 30, 2024
2024 Restructuring Program  
Restructuring Cost and Reserve [Line Items]  
Restructuring and Related Costs
A summary of charges related to our 2024 Restructuring Program are presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20242024
Severance(1)
$8,799 $16,213 
Other personnel expenses(1)
670 1,198 
Other selling, general, and administrative expenses(2)
5,740 10,709 
Total $15,209 $28,120 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. The charges recognized in the three months ended June 30, 2024, primarily resulted from the second phase of the 2024 Restructuring Program while the charges recognized in the six months ended June 30, 2024, also include initiatives under the first phase of the 2024 Restructuring Program as discussed above.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended June 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$4,758 $2,203 $2,508 $9,469 
Other selling, general, and administrative expenses3,776 1,327 637 5,740 
Six Months Ended June 30, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$7,784 $5,395 $4,232 $17,411 
Other selling, general, and administrative expenses5,654 1,559 3,496 10,709 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes activity related to our 2024 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges17,411 10,709 28,120 
  Cash payments(10,300)(394)(10,694)
  Settled non-cash— (10,030)(10,030)
  Accrual adjustments(1)
(449)— (449)
Balance, June 30, 2024$6,662 $285 $6,947 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
2022 Restructuring Program  
Restructuring Cost and Reserve [Line Items]  
Restructuring and Related Costs
A summary of charges related to our 2022 Restructuring Program are presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20232023
Severance(1)
$11,681 $14,819 
Other personnel expenses(1)
1,446 1,906 
Other selling, general, and administrative expenses(2)
1,005 1,129 
Total $14,132 $17,854 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$327 $691 $12,109 $13,127 
Other selling, general, and administrative expenses39 962 1,005 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,156 $2,229 $13,340 $16,725 
Other selling, general, and administrative expenses163 962 1,129 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes activity related to our 2022 Restructuring Program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges12 
  Cash payments(2,970)
  Accrual adjustments(1)
(173)
Balance, June 30, 2024$652 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,473,600
Foreign currency translation (4,995)
Balance, end of period 1,468,605
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,188,813
Foreign currency translation (2,486)
Balance, end of period 1,186,327
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 207,599
Foreign currency translation (1,830)
Balance, end of period 205,769
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 77,188
Foreign currency translation (679)
Balance, end of period $ 76,509
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Goodwill [Line Items]    
Goodwill $ 1,468,605 $ 1,473,600
Europe Surface Transportation    
Goodwill [Line Items]    
Percentage of fair value in excess of carrying amount 5.00%  
Goodwill $ 29,200  
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Finite-lived intangibles    
Accumulated Amortization $ (64,203) $ (58,437)
Finite-lived intangible assets, net 28,163  
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Total intangibles, Cost 100,966 102,099
Total intangibles, Net 36,763 43,662
Trademarks    
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 92,366 93,499
Accumulated Amortization (64,203) (58,437)
Finite-lived intangible assets, net $ 28,163 $ 35,062
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 3,303 $ 5,773 $ 6,616 $ 11,588
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Estimated amortization expense  
Remainder of 2024 $ 5,977
2025 11,212
2026 8,965
2027 1,803
2028 206
Finite-lived intangible assets, net 28,163
NAST  
Estimated amortization expense  
Remainder of 2024 3,966
2025 7,857
2026 7,857
2027 1,310
2028 0
Global Forwarding  
Estimated amortization expense  
Remainder of 2024 1,473
2025 2,279
2026 372
2027 0
2028 0
All Other and Corporate  
Estimated amortization expense  
Remainder of 2024 538
2025 1,076
2026 736
2027 493
2028 $ 206
v3.24.2.u1
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.24.2.u1
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total debt $ 1,609,066 $ 1,580,487
Less: Current maturities and short-term borrowing (188,000) (160,000)
Long-term debt $ 1,421,066 $ 1,420,487
Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 6.57% 6.45%
Total debt $ 188,000 $ 160,000
Senior Notes, Series B | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes, Series C | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Receivables securitization facility | Secured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 6.24% 6.25%
Total debt $ 499,667 $ 499,542
Senior Notes | Unsecured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 596,399 $ 595,945
v3.24.2.u1
FINANCING ARRANGEMENTS - Narrative (Details)
1 Months Ended 6 Months Ended
Dec. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
Nov. 07, 2023
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]        
Long-term debt $ 1,580,487,000 $ 1,609,066,000    
Revolving credit facility | Line of credit        
Debt Instrument [Line Items]        
Maximum leverage ratio   3.75    
Long-term debt $ 160,000,000 $ 188,000,000    
US Bank | Standby letters of credit        
Debt Instrument [Line Items]        
Current funding   16,900,000    
US Bank | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity   $ 20,000,000    
Credit Agreement | Revolving credit facility | Minimum | SOFR        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent)   0.10%    
Credit Agreement | Revolving credit facility | Minimum | Credit Spread Adjustment        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent)   1.13%    
Credit Agreement | Revolving credit facility | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity   $ 1,000,000,000    
Credit Agreement | Revolving credit facility | Line of credit | Federal Funds Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent)   0.50%    
Credit Agreement | Revolving credit facility | Line of credit | Minimum        
Debt Instrument [Line Items]        
Commitment fee (percent)   0.07%    
Credit Agreement | Revolving credit facility | Line of credit | Maximum        
Debt Instrument [Line Items]        
Commitment fee (percent)   0.15%    
Note Purchase Agreement | Senior notes        
Debt Instrument [Line Items]        
Maximum leverage ratio   3.50    
Minimum interest coverage ratio   2.00    
Debt instrument principal amount       $ 500,000,000
Long-term debt, fair value   $ 294,100,000    
Maximum priority debt to total assets ratio (percent)   10.00%    
Debt instrument, redemption price (percent)   100.00%    
Receivables securitization facility | Wells Fargo Bank N.A. and Bank of America N.A.        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 80.00%      
Commitment fee percentage 20.00%      
Receivables securitization facility | SOFR | Wells Fargo Bank N.A. and Bank of America N.A.        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 10.00%      
Receivables securitization facility | Secured debt        
Debt Instrument [Line Items]        
Long-term debt $ 499,542,000 $ 499,667,000    
Receivables securitization facility | Secured debt | Wells Fargo Bank N.A. and Bank of America N.A.        
Debt Instrument [Line Items]        
Maximum borrowing capacity   500,000,000 $ 250,000,000  
Current funding     $ 500,000,000  
Senior Notes Due 2028 | Unsecured debt        
Debt Instrument [Line Items]        
Long-term debt, fair value   $ 581,700,000    
Debt instrument, redemption price (percent)   101.00%    
Debt instrument, annual interest rate (percent)   4.20%    
Debt instrument, effective yield (percent)   4.39%    
Long-term debt $ 595,945,000 $ 596,399,000    
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent)   25.00%    
v3.24.2.u1
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Effective Income Tax Rate Reconciliation        
Federal statutory rate 21.00% 21.00% 21.00% 21.00%
State income taxes, net of federal benefit 2.00% 2.40% 2.30% 2.30%
Share based payment awards (0.50%) (1.00%) (0.70%) (3.50%)
Foreign tax credits (1.40%) (6.20%) (1.60%) (3.30%)
Other U.S. tax credits and incentives (5.00%) (3.90%) (6.20%) (3.90%)
Foreign tax rate differential 2.70% 0.60% 1.80% (0.30%)
Section 162(m) limitation on compensation 0.80% 0.70% 1.00% 0.90%
Other (0.20%) 1.30% 0.30% 0.90%
Effective income tax rate 19.40% 14.90% 17.90% 14.10%
v3.24.2.u1
INCOME TAXES - Narrative (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Income Tax Disclosure [Abstract]  
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized $ 21.6
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 1.3
v3.24.2.u1
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 19,572 $ 6,035 $ 42,245 $ 21,642
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 1,082 2,242 2,164 4,460
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 17,681 2,980 38,200 14,992
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 809 $ 813 $ 1,881 $ 2,190
v3.24.2.u1
STOCK AWARD PLANS - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Feb. 29, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2020
May 05, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Maximum shares that can be granted under stock plan (shares)             4,261,884
Shares available for stock awards (shares)   2,734,585   2,734,585      
Stock-based compensation expense   $ 19,572,000 $ 6,035,000 $ 42,245,000 $ 21,642,000    
Stock options              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized compensation expense   2,200,000   2,200,000      
Stock-based compensation expense   1,082,000 $ 2,242,000 2,164,000 $ 4,460,000    
Stock awards              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized compensation expense   211,100,000   $ 211,100,000      
Stock awards | Minimum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Discount on outstanding grants (percent)       11.00%      
Stock awards | Maximum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Discount on outstanding grants (percent)       23.00%      
Performance-based restricted stock units              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock awards granted (shares) 318,801            
Weighted average grant date fair value (in dollars per share) $ 73.66            
Award vesting period 3 years     3 years      
Upside opportunity upon achievement of targets (percent) 200.00%     200.00%      
Time-based restricted stock units              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock awards granted (shares) 604,468            
Weighted average grant date fair value (in dollars per share) $ 73.66            
Award vesting period 3 years     3 years   5 years  
1997 Employee Stock Purchase Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Maximum employee contribution to purchase company stock   $ 10,000   $ 10,000      
Discount rate used to determine the purchase price       15.00%      
v3.24.2.u1
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 61,224      
Aggregate cost to employees $ 4,586      
Expense recognized by the company 19,572 $ 6,035 $ 42,245 $ 21,642
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 809 $ 813 $ 1,881 $ 2,190
v3.24.2.u1
SEGMENT REPORTING - Narrative (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.2.u1
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
employee
Jun. 30, 2023
USD ($)
employee
Jun. 30, 2024
USD ($)
employee
Jun. 30, 2023
USD ($)
employee
Dec. 31, 2023
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 4,483,348 $ 4,421,856 $ 8,895,659 $ 9,033,526  
Income (loss) from operations 178,090 132,623 305,223 293,656  
Depreciation and amortization 25,054 25,975 48,932 50,355  
Total assets $ 5,512,346 $ 5,405,261 $ 5,512,346 $ 5,405,261 $ 5,225,280
Average headcount (employee) | employee 14,474 16,085 14,731 16,523  
NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 2,989,909 $ 3,079,268 $ 5,990,222 $ 6,383,455  
Income (loss) from operations 141,102 117,859 249,997 251,881  
Depreciation and amortization 5,525 5,856 10,875 11,507  
Total assets $ 3,053,769 $ 3,106,092 $ 3,053,769 $ 3,106,092  
Average headcount (employee) | employee 5,868 6,497 5,929 6,713  
Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 921,223 $ 779,867 $ 1,779,860 $ 1,569,845  
Income (loss) from operations 40,982 29,647 72,534 59,763  
Depreciation and amortization 2,793 5,484 5,637 10,964  
Total assets $ 1,306,075 $ 1,149,091 $ 1,306,075 $ 1,149,091  
Average headcount (employee) | employee 4,652 5,225 4,770 5,356  
All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 572,216 $ 562,721 $ 1,125,577 $ 1,080,226  
Income (loss) from operations (3,994) (14,883) (17,308) (17,988)  
Depreciation and amortization 16,736 14,635 32,420 27,884  
Total assets $ 1,152,502 $ 1,150,078 $ 1,152,502 $ 1,150,078  
Average headcount (employee) | employee 3,954 4,363 4,032 4,454  
v3.24.2.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 4,483,348 $ 4,421,856 $ 8,895,659 $ 9,033,526
NAST        
Disaggregation of Revenue [Line Items]        
Total revenues 2,989,909 3,079,268 5,990,222 6,383,455
Global Forwarding        
Disaggregation of Revenue [Line Items]        
Total revenues 921,223 779,867 1,779,860 1,569,845
All Other and Corporate        
Disaggregation of Revenue [Line Items]        
Total revenues 572,216 562,721 1,125,577 1,080,226
Transportation and logistics services        
Disaggregation of Revenue [Line Items]        
Total revenues 4,121,930 4,084,827 8,204,518 8,412,792
Transportation and logistics services | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 4,121,930 4,084,827 8,204,518 8,412,792
Transportation and logistics services | NAST | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 2,989,909 3,079,268 5,990,222 6,383,455
Transportation and logistics services | Global Forwarding | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 921,223 779,867 1,779,860 1,569,845
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 210,798 225,692 434,436 459,492
Sourcing        
Disaggregation of Revenue [Line Items]        
Total revenues 361,418 337,029 691,141 620,734
Sourcing | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 361,418 337,029 691,141 620,734
Sourcing | NAST | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | Global Forwarding | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | All Other and Corporate | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues $ 361,418 $ 337,029 $ 691,141 $ 620,734
v3.24.2.u1
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Lease Costs          
Operating lease expense(1) $ 26,793 $ 24,773 $ 52,430 $ 49,426  
Short-term lease expense 1,521 1,486 2,683 2,900  
Total lease expense $ 28,314 $ 26,259 55,113 52,326  
Other Lease Information          
Operating cash flows from operating leases     48,649 47,360  
Right-of-use lease assets obtained in exchange for new lease liabilities     $ 46,526 $ 14,204  
Lease Term and Discount Rate          
Weighted average remaining lease term (in years) 5 years 9 months 18 days   5 years 9 months 18 days   5 years 10 months 24 days
Weighted average discount rate (percent) 4.10%   4.10%   3.90%
v3.24.2.u1
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Maturities of lease liabilities  
Remaining 2024 $ 40,854
2025 90,514
2026 77,195
2027 61,100
2028 45,774
Thereafter 107,249
Total lease payments 422,686
Less: Interest (48,999)
Present value of lease liabilities $ 373,687
v3.24.2.u1
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 14,229
Provision 4,285
Write-offs (1,669)
Allowance for credit loss, ending balance $ 16,845
v3.24.2.u1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Stockholders' Equity Note [Abstract]          
Accumulated other comprehensive loss $ 101,749   $ 101,749   $ 80,946
Other comprehensive income (loss) $ (1,313) $ (6,536) $ (20,803) $ (4,059)  
v3.24.2.u1
RESTRUCTURING - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
2024 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges $ 15,209   $ 28,120    
Payments for restructuring     10,694    
Restructuring Reserve 6,947   6,947   $ 0
2024 Restructuring Program | Accrued Severance and Other Personnel Expenses          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges     17,411    
Payments for restructuring     10,300    
Restructuring Reserve 6,662   6,662   0
2022 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges   $ 14,132 12 $ 17,854  
Payments for restructuring     2,970    
Restructuring Reserve 652   652   $ 3,783
2022 Restructuring Program | Accrued Severance and Other Personnel Expenses          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 700   700    
Minimum | 2024 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Expected restructuring costs 30,000   30,000    
Maximum | 2024 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Expected restructuring costs $ 35,000   $ 35,000    
v3.24.2.u1
RESTRUCTURING - Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 15,209   $ 28,120  
2024 Restructuring Program | Personnel expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 670   1,198  
2024 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 5,740   10,709  
2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   $ 14,132 12 $ 17,854
2022 Restructuring Program | Personnel expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   1,446   1,906
2022 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   1,005   1,129
Employee Severance | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 8,799   $ 16,213  
Employee Severance | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   $ 11,681   $ 14,819
v3.24.2.u1
RESTRUCTURING - By Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 15,209   $ 28,120  
2024 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 5,740   10,709  
2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   $ 14,132 12 $ 17,854
2022 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   1,005   1,129
NAST | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 3,776   5,654  
NAST | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   4   4
Global Forwarding | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 1,327   1,559  
Global Forwarding | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   39   163
All Other and Corporate | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 637   3,496  
All Other and Corporate | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   962   962
Severance and Other Personnel Expenses | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 9,469   17,411  
Severance and Other Personnel Expenses | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   13,127   16,725
Severance and Other Personnel Expenses | NAST | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 4,758   7,784  
Severance and Other Personnel Expenses | NAST | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   327   1,156
Severance and Other Personnel Expenses | Global Forwarding | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 2,203   5,395  
Severance and Other Personnel Expenses | Global Forwarding | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   691   2,229
Severance and Other Personnel Expenses | All Other and Corporate | 2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 2,508   $ 4,232  
Severance and Other Personnel Expenses | All Other and Corporate | 2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   $ 12,109   $ 13,340
v3.24.2.u1
RESTRUCTURING - Reserve (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
2024 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring Reserve, Beginning Balance     $ 0  
Restructuring charges $ 15,209   28,120  
Cash payments     (10,694)  
Settled non-cash     (10,030)  
Accrual adjustments     (449)  
Restructuring Reserve, Ending Balance 6,947   6,947  
2024 Restructuring Program | Accrued Severance and Other Personnel Expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring Reserve, Beginning Balance     0  
Restructuring charges     17,411  
Cash payments     (10,300)  
Settled non-cash     0  
Accrual adjustments     (449)  
Restructuring Reserve, Ending Balance 6,662   6,662  
2024 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring Reserve, Beginning Balance     0  
Restructuring charges 5,740   10,709  
Cash payments     (394)  
Settled non-cash     (10,030)  
Accrual adjustments     0  
Restructuring Reserve, Ending Balance 285   285  
2022 Restructuring Program        
Restructuring Cost and Reserve [Line Items]        
Restructuring Reserve, Beginning Balance     3,783  
Restructuring charges   $ 14,132 12 $ 17,854
Cash payments     (2,970)  
Accrual adjustments     (173)  
Restructuring Reserve, Ending Balance 652   652  
2022 Restructuring Program | Accrued Severance and Other Personnel Expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring Reserve, Ending Balance $ 700   $ 700  
2022 Restructuring Program | Other selling, general, and administrative expenses        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges   $ 1,005   $ 1,129
v3.24.2.u1
Subsequent Events (Details) - Europe Surface Transportation
$ in Millions
Jun. 30, 2024
USD ($)
Subsequent Event [Line Items]  
Carrying value $ 115
Net operating working capital 75
Goodwill and other intangible assets $ 32