C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 11/4/2019
Quarterly Report
v3.19.3
Cover Page - shares
9 Months Ended
Sep. 30, 2019
Oct. 31, 2019
Cover page.    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2019  
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 2019  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 41-1883630  
Entity Address, Address Line One 14701 Charlson Road  
Entity Address, City or Town Eden Prairie  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55347  
City Area Code 952  
Local Phone Number 937-8500  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   135,250,422
v3.19.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 384,424 $ 378,615
Receivables, net of allowance for doubtful accounts of $34,057 and $41,131 2,074,449 2,162,438
Contract assets 150,569 159,635
Prepaid expenses and other 73,724 52,386
Total current assets 2,683,166 2,753,074
Property and equipment, net 209,521 228,301
Goodwill 1,285,891 1,258,922
Other intangible assets, net 98,683 108,822
Right-of-use lease assets 263,833  
Deferred tax assets 11,563 9,993
Other assets 83,892 68,300
Total assets 4,636,549 4,427,412
Current liabilities:    
Accounts payable 1,019,280 971,023
Outstanding checks 57,317 92,084
Accrued expenses:    
Compensation 107,659 153,626
Transportation expense 114,498 119,820
Income taxes 19,470 28,360
Other accrued liabilities 60,069 63,410
Current lease liabilities 55,847  
Current portion of debt 0 5,000
Total current liabilities 1,434,140 1,433,323
Long-term debt 1,253,091 1,341,352
Noncurrent lease liabilities 216,610  
Noncurrent income taxes payable 22,149 21,463
Deferred tax liabilities 37,206 35,757
Other long-term liabilities 257 430
Total liabilities 2,963,453 2,832,325
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; 179,429 and 179,400 shares issued, 135,152 and 137,284 outstanding 13,515 13,728
Additional paid-in capital 549,378 521,486
Retained earnings 4,115,649 3,845,593
Accumulated other comprehensive loss (90,902) (71,935)
Treasury stock at cost (44,277 and 42,116 shares) (2,914,544) (2,713,785)
Total stockholders’ investment 1,673,096 1,595,087
Total liabilities and stockholders’ investment $ 4,636,549 $ 4,427,412
v3.19.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Receivables, allowance for doubtful accounts $ 34,057 $ 41,131
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, shares authorized (shares) 20,000,000 20,000,000
Preferred stock, shares issued (shares) 0 0
Preferred stock, shares outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, shares authorized (shares) 480,000,000 480,000,000
Common stock, shares issued (shares) 179,429,000 179,400,000
Common stock shares outstanding (shares) 135,152,000 137,284,000
Treasury stock (shares) 44,277,000 42,116,000
v3.19.3
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Revenues:        
Total revenues $ 3,856,132 $ 4,291,900 $ 11,516,182 $ 12,493,264
Costs and expenses:        
Personnel expenses 320,563 335,299 999,547 1,004,226
Other selling, general, and administrative expenses 111,783 112,772 354,730 330,660
Total costs and expenses 3,655,047 4,045,927 10,863,012 11,836,698
Income from operations 201,085 245,973 653,170 656,566
Interest and other expense (13,180) (6,526) (36,935) (22,354)
Income before provision for income taxes 187,905 239,447 616,235 634,212
Provision for income taxes 41,011 63,552 138,373 156,857
Net income 146,894 175,895 477,862 477,355
Other comprehensive loss (18,576) (10,877) (18,967) (38,954)
Comprehensive income $ 128,318 $ 165,018 $ 458,895 $ 438,401
Basic net income per share (in dollars per share) $ 1.08 $ 1.27 $ 3.48 $ 3.42
Diluted net income per share (in dollars per share) $ 1.07 $ 1.25 $ 3.45 $ 3.39
Basic weighted average shares outstanding (shares) 136,380 138,797 137,274 139,425
Dilutive effect of outstanding stock awards (shares) 1,096 1,363 1,099 1,295
Diluted weighted average shares outstanding (shares) 137,476 140,160 138,373 140,720
Transportation        
Revenues:        
Total revenues $ 3,608,346 $ 4,028,392 $ 10,751,890 $ 11,619,171
Costs and expenses:        
Purchased products and services 2,999,979 3,359,520 8,826,233 9,714,318
Sourcing        
Revenues:        
Total revenues 247,786 263,508 764,292 874,093
Costs and expenses:        
Purchased products and services $ 222,722 $ 238,336 $ 682,502 $ 787,494
v3.19.3
Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Jan. 01, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance $ 1,659,311 $ 1,652,561 $ 1,595,087 $ 1,518,159 $ 1,484,672 $ 1,425,745 $ 1,595,087 $ 1,425,745  
Net income 146,894 169,180 161,788 175,895 159,163 142,297 477,862 477,355  
Cumulative effect change - revenue recognition                 $ 9,239
Foreign currency translation (18,576) (5,688) 5,297 (10,877) (27,512) (565)      
Dividends declared (68,855) (69,268) (69,683) (64,716) (65,084) (65,384)      
Stock issued for employee benefit plans 10,818 7,699 7,573 8,868 10,547 6,406      
Issuance of restricted stock, net of forfeitures 0 0 0 0 0 0      
Stock-based compensation expense 8,850 14,684 17,123 23,771 26,570 18,134      
Repurchase of common stock (65,346) (109,857) (64,624) (84,497) (70,197) (51,200)      
Ending balance $ 1,673,096 $ 1,659,311 $ 1,652,561 $ 1,566,603 $ 1,518,159 $ 1,484,672 $ 1,673,096 $ 1,566,603  
Common Stock                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance (in shares) 135,731 136,889 137,284 138,744 139,353 139,542 137,284 139,542  
Beginning balance $ 13,573 $ 13,689 $ 13,728 $ 13,874 $ 13,935 $ 13,954 $ 13,728 $ 13,954  
Stock issued for employee benefit plans (in shares) 194 129 342 144 174 370      
Stock issued for employee benefit plans $ 20 $ 13 $ 34 $ 15 $ 17 $ 37      
Issuance of restricted stock, net of forfeitures (in shares)     (3)     (2)      
Issuance of restricted stock, net of forfeitures (in shares) 9 23   2 1        
Issuance of restricted stock, net of forfeitures $ 1 $ 2 $ 0 $ 0 $ 0 $ 0      
Stock-based compensation expense (in shares) 0 0 0 0 0 0      
Stock-based compensation expense $ 0 $ 0 $ 0 $ 0 $ 0 $ 0      
Repurchase of common stock (in shares) (782) (1,310) (734) (890) (784) (557)      
Repurchase of common stock $ (79) $ (131) $ (73) $ (89) $ (78) $ (56)      
Ending balance (in shares) 135,152 135,731 136,889 138,000 138,744 139,353 135,152 138,000  
Ending balance $ 13,515 $ 13,573 $ 13,689 $ 13,800 $ 13,874 $ 13,935 $ 13,515 $ 13,800  
Additional Paid-in Capital                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance 541,090 527,089 521,486 478,451 451,966 444,280 521,486 444,280  
Stock issued for employee benefit plans (561) (681) (11,520) 217 (85) (10,441)      
Issuance of restricted stock, net of forfeitures (1) (2) 0 0 0 0      
Stock-based compensation expense 8,850 14,684 17,123 23,771 26,570 18,127      
Ending balance 549,378 541,090 527,089 502,439 478,451 451,966 549,378 502,439  
Retained Earnings                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance 4,037,610 3,937,698 3,845,593 3,617,324 3,523,245 3,437,093 3,845,593 3,437,093  
Net income 146,894 169,180 161,788 175,895 159,163 142,297      
Cumulative effect change - revenue recognition                 $ 9,239
Dividends declared (68,855) (69,268) (69,683) (64,716) (65,084) (65,384)      
Ending balance 4,115,649 4,037,610 3,937,698 3,728,503 3,617,324 3,523,245 4,115,649 3,728,503  
Accumulated Other Comprehensive Income (Loss)                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance (72,326) (66,638) (71,935) (46,537) (19,025) (18,460) (71,935) (18,460)  
Foreign currency translation (18,576) (5,688) 5,297 (10,877) (27,512) (565)      
Ending balance (90,902) (72,326) (66,638) (57,414) (46,537) (19,025) (90,902) (57,414)  
Treasury Stock                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Beginning balance (2,860,636) (2,759,277) (2,713,785) (2,544,953) (2,485,449) (2,451,122) (2,713,785) (2,451,122)  
Stock issued for employee benefit plans 11,359 8,367 19,059 8,636 10,615 16,810      
Stock-based compensation expense 0 0 0 0 0 7      
Repurchase of common stock (65,267) (109,726) (64,551) (84,408) (70,119) (51,144)      
Ending balance $ (2,914,544) $ (2,860,636) $ (2,759,277) $ (2,620,725) $ (2,544,953) $ (2,485,449) $ (2,914,544) $ (2,620,725)  
v3.19.3
Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Statement of Stockholders' Equity [Abstract]            
Dividends declared, per share (in dollars per share) $ 0.50 $ 0.50 $ 0.50 $ 0.46 $ 0.46 $ 0.46
v3.19.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
OPERATING ACTIVITIES    
Net income $ 477,862 $ 477,355
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 75,122 72,402
Provision for doubtful accounts 642 12,333
Stock-based compensation 40,657 68,475
Deferred income taxes (3,360) (5,794)
Excess tax benefit on stock-based compensation (6,908) (9,345)
Other operating activities (4,471) 1,350
Changes in operating elements (net of acquisitions):    
Receivables 104,108 (268,252)
Contract assets 9,067 (53,647)
Prepaid expenses and other (18,940) 14,740
Accounts payable and outstanding checks 3,871 120,652
Accrued compensation (45,319) 15,153
Accrued transportation expense (5,323) 62,165
Accrued income taxes (7,042) 9,247
Other accrued liabilities 5,210 9,944
Other assets and liabilities (1,318) 2,105
Net cash provided by operating activities 623,858 528,883
INVESTING ACTIVITIES    
Purchases of property and equipment (26,661) (35,794)
Purchases and development of software (24,282) (13,793)
Acquisitions, net of cash acquired (59,188) (1,315)
Other investing activities 16,625 (1,605)
Net cash used for investing activities (93,506) (52,507)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 40,442 46,424
Stock tendered for payment of withholding taxes (14,352) (20,603)
Repurchase of common stock (241,303) (202,094)
Cash dividends (207,865) (195,158)
Proceeds from long-term borrowings 929,000 591,012
Payments on long-term borrowings (1,018,000) 0
Proceeds from short-term borrowings 14,000 2,588,000
Payments on short-term borrowings (19,000) (3,303,000)
Net cash used for financing activities (517,078) (495,419)
Effect of exchange rates on cash (7,465) (17,046)
Net change in cash and cash equivalents 5,809 (36,089)
Cash and cash equivalents, beginning of period 378,615 333,890
Cash and cash equivalents, end of period 384,424 297,801
Noncash transactions from financing activities:    
Accrued share repurchases held in other accrued liabilities $ 1,522 $ 4,300
v3.19.3
BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
On January 1, 2019, we reorganized our enterprise transportation services structure to combine our North American Surface Transportation (“NAST”) and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment. Robinson Fresh will be included in the All Other and Corporate reportable segment with Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. Prior period information has been reclassified to conform with this presentation. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2018.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use lease asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides another transition method no longer requiring application to previously reported periods. Therefore, prior period balances will not be restated. We adopted Topic 842 during the first quarter of 2019 by recognizing right-of-use lease assets and lease liabilities of $265.4 million and $273.3 million, respectively, on January 1, 2019. The adoption of this standard did not have a significant impact on our consolidated results of operations or consolidated statements of cash flows. Refer to Note 11, Leases, for further information.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (“AOCI”) to retained earnings. This amendment became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. This update is effective for fiscal years and interim periods beginning after December 15, 2019, and is effective for our fiscal year beginning January 1, 2020. The adoption of this standard will impact our accounting policy for allowance for doubtful accounts, which is a significant accounting policy, but we do not expect the impact to be material to our consolidated financial position, results of operations, or cash flows.
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, 2018, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have expanded these policies below to effect the adoption of Accounting Standards Codification (“ASC”) 842 in the first quarter of 2019.
RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term.
LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis.
v3.19.3
GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Balance December 31, 2018(1)
$
1,016,784

 
$
182,029

 
$
60,109

 
$
1,258,922

Acquisitions

 
25,892

 
7,771

 
33,663

Translation
(5,270
)
 
(895
)
 
(529
)
 
(6,694
)
Balance September 30, 2019
$
1,011,514

 
$
207,026

 
$
67,351

 
$
1,285,891


____________________________________________
(1) Amounts have been reclassified related to the reorganization of the NAST and Robinson Fresh transportation networks discussed in Note 9, Segment Reporting.

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 a result of the segment reorganization discussed in Note 9, Segment Reporting, we determined the fair value of each of our reporting units to further support our qualitative assessment and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of September 30, 2019.
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
271,636

 
$
(183,443
)
 
$
88,193

 
$
254,293

 
$
(156,006
)
 
$
98,287

Non-competition agreements
300

 
(285
)
 
15

 
300

 
(240
)
 
60

Total finite-lived intangibles
271,936

 
(183,728
)
 
88,208

 
254,593

 
(156,246
)
 
98,347

Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 

 
10,475

 
10,475

 

 
10,475

Total intangibles
$
282,411

 
$
(183,728
)
 
$
98,683

 
$
265,068

 
$
(156,246
)
 
$
108,822


Amortization expense for other intangible assets is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Amortization expense
$
9,731

 
$
9,201

 
$
28,699

 
$
27,796


Definite-lived intangible assets, by reportable segment, as of September 30, 2019, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Remainder of 2019
$
1,952

 
$
7,543

 
$
67

 
$
9,562

2020
247

 
27,584

 
595

 
28,426

2021
247

 
14,063

 
595

 
14,905

2022
247

 
14,063

 
595

 
14,905

2023
247

 
11,493

 
595

 
12,335

Thereafter
164

 
6,391

 
1,520

 
8,075

Total
 
 
 
 
 
 
$
88,208


v3.19.3
FAIR VALUE MEASUREMENT
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended September 30, 2019, and December 31, 2018. There were no transfers between levels during the period.
v3.19.3
FINANCING ARRANGEMENTS
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
 
 
Average interest rate as of
 
 
 
Carrying value as of
 
 
September 30, 2019
 
December 31, 2018
 
Maturity
 
September 30, 2019
 
December 31, 2018
Revolving credit facility
 
%
 
3.64
%
 
October 2023
 
$

 
$
5,000

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

 
175,000

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

 
150,000

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

 
175,000

Receivables securitization facility (1)
 
2.67
%
 
3.15
%
 
December 2020
 
160,854

 
249,744

Senior Notes (1)
 
4.20
%
 
4.20
%
 
April 2028
 
592,237

 
591,608

Total debt
 
 
 
 
 
 
 
1,253,091

 
1,346,352

Less: Current maturities and short-term borrowing
 
 
 
 
 
 
 

 
(5,000
)
Long-term debt
 
 
 
 
 
 
 
$
1,253,091

 
$
1,341,352


____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the "Credit Agreement"). On October 24, 2018, the Credit Agreement was amended to increase the total availability from $900 million to $1 billion and extend the maturity date from December 31, 2019, to October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin). As of September 30, 2019, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). 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 $539.3 million at September 30, 2019. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with
respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). On December 17, 2018, we entered into an amended Receivables Securitization Facility with Wells Fargo Bank, N.A. and Bank of America, N.A. to extend the maturity date from April 26, 2019, to December 17, 2020. The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The interest rate on borrowings under the Receivables Securitization Facility is based on 30-day LIBOR plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on December 17, 2020, unless extended by the parties. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes ("Senior Notes") through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. The proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $662.0 million as of September 30, 2019, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $592.2 million as of September 30, 2019. If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens, enter into sales and leaseback transactions and consolidate, 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.
As of September 30, 2019, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, Receivables Securitization Facility, and Senior Notes.
v3.19.3
INCOME TAXES
9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state income tax returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2012. We are currently under an Internal Revenue Service audit for the 2015, 2016 and 2017 tax years.
Our effective tax rate for the three months ended September 30, 2019, and 2018 was 21.8 percent and 26.5 percent, respectively, and our effective tax rate for the nine months ended September 30, 2019, and 2018 was 22.5 percent and 24.7 percent, respectively. The effective income tax rate for the three and nine months ended September 30, 2019, was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit, and foreign income taxes, but was partially offset by the tax impact of share-based payment awards and the combined tax impact of Global Intangible Low-tax income ("GILTI") and Foreign Derived Intangible Income ("FDII"). Additionally, the nine months ended September 30, 2018, included net income tax expense of $3.6 million related to adjustments to the one-time transition tax required as part of the Tax Act. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all unremitted foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $18.6 million as of September 30, 2019.

GILTI and FDII were enacted as part of the Tax Act on December 22, 2017. Although enacted more than a year ago, regulatory guidance on the application of FDII has not been finalized. We have included the tax impact of both GILTI and FDII in our income tax expense for the nine months ended September 30, 2019, based on our understanding of the rules available at the time of this filing. However, our calculations could be impacted by future regulations as guidance is finalized. We will continue to monitor any new guidance related to FDII and determine any impact it may have on our calculations.
As of September 30, 2019, we have $39.7 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $3.0 million in the next 12 months due to lapsing of statutes.
v3.19.3
STOCK AWARD PLANS
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
STOCK AWARD PLANS STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Stock options
$
4,829

 
$
5,666

 
$
13,539

 
$
17,931

Stock awards
3,470

 
17,539

 
24,798

 
48,443

Company expense on ESPP discount
551

 
566

 
2,320

 
2,101

Total stock-based compensation expense
$
8,850

 
$
23,771

 
$
40,657

 
$
68,475



On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (“the Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 17,041,803 shares can be granted under this plan following the amendment and restatement. Approximately 5,283,926 shares were available for stock awards under the plan as of September 30, 2019. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.
Stock Options - We have awarded time-based and performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period based on the employee's continued employment or on the company’s earnings growth. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of September 30, 2019, unrecognized compensation expense related to stock options was $45.0 million. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.
Stock Awards - We have awarded performance-based restricted shares and restricted stock units and time-based restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements over a five-year period, based on our earnings growth. Time-based awards vest primarily based on the employee's continued employment. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We have also issued restricted stock units to certain key employees and non-employee directors, which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.
As of September 30, 2019, there was unrecognized compensation expense of $97.1 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan ("ESPP") allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity: 
Three Months Ended September 30, 2019
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
45,098

 
$
3,121,126

 
$
550,787


v3.19.3
LITIGATION
9 Months Ended
Sep. 30, 2019
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.
v3.19.3
ACQUISITIONS
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
On May 22, 2019, we acquired all of the outstanding shares of Dema Service S.p.A. (“Dema Service”) to strengthen our existing footprint in Italy. Total purchase consideration, net of cash acquired was $14.2 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
4,252


There was $7.8 million of goodwill recorded related to the acquisition of Dema Service. The Dema Service goodwill is a result of acquiring and retaining the Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. No goodwill was recognized for Italian tax purposes from the acquisition. The results of operations of Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since May 23, 2019.
On February 28, 2019, we acquired all of the outstanding shares of The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was $45.0 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
16,439


There was $25.9 million of goodwill recorded related to the acquisition of Space Cargo. The Space Cargo goodwill is a result of acquiring and retaining the Space Cargo workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. No goodwill was recognized for Spanish tax purposes from the acquisition. The results of operations of Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since March 1, 2019.
v3.19.3
SEGMENT REPORTING
9 Months Ended
Sep. 30, 2019
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
On January 1, 2019, we reorganized our enterprise transportation services structure to combine our NAST and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment and will be included in the All Other and Corporate reportable segment. Prior period information has been reclassified to conform with this presentation. 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, temperature-controlled transportation, less than truckload (“LTL”), and intermodal.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“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. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Reportable segment information as of, and for the three and nine months ended September 30, 2019, and 2018, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Three Months Ended September 30, 2019
 
 
 
 
 
 
 
Total revenues
$
2,826,308

 
$
597,695

 
$
432,129

 
$
3,856,132

Net revenues
433,760

 
135,815

 
63,856

 
633,431

Income from operations
176,200

 
24,676

 
209

 
201,085

Depreciation and amortization
5,734

 
9,186

 
10,560

 
25,480

Total assets(1)
2,649,259

 
995,137

 
992,153

 
4,636,549

Average headcount
7,448

 
4,790

 
3,544

 
15,782

 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Three Months Ended September 30, 2018(2)
 
 
 
 
 
 
 
Total revenues
$
3,224,906

 
$
639,268

 
$
427,726

 
$
4,291,900

Net revenues
499,463

 
134,101

 
60,480

 
694,044

Income (loss) from operations
223,893

 
23,835

 
(1,755
)
 
245,973

Depreciation and amortization
6,286

 
8,735

 
8,902

 
23,923

Total assets(1)
2,739,569

 
944,928

 
808,225

 
4,492,722

Average headcount
7,454

 
4,684

 
3,153

 
15,291


 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Nine Months Ended September 30, 2019
 
 
 
 
 
 
 
Total revenues
$
8,495,145

 
$
1,727,745

 
$
1,293,292

 
$
11,516,182

Net revenues
1,406,728

 
404,987

 
195,732

 
2,007,447

Income (loss) from operations
592,215

 
65,497

 
(4,542
)
 
653,170

Depreciation and amortization
18,124

 
27,427

 
29,571

 
75,122

Total assets(1)
2,649,259

 
995,137

 
992,153

 
4,636,549

Average headcount
7,436

 
4,748

 
3,398

 
15,582

 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Nine Months Ended September 30, 2018(2)
 
 
 
 
 
 
 
Total revenues
$
9,296,510

 
$
1,810,619

 
$
1,386,135

 
$
12,493,264

Net revenues
1,397,571

 
401,169

 
192,712

 
1,991,452

Income from operations
591,774

 
61,844

 
2,948

 
656,566

Depreciation and amortization
18,905

 
26,397

 
27,100

 
72,402

Total assets(1)
2,739,569

 
944,928

 
808,225

 
4,492,722

Average headcount
7,375

 
4,725

 
3,089

 
15,189

____________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
(2) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.
v3.19.3
REVENUE FROM CONTRACTS WITH CUSTOMERS
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and nine months ended September 30, 2019, and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
2,826,308

 
$
597,695

 
$
184,343

 
$
3,608,346

Sourcing(2)

 

 
247,786

 
247,786

Total
$
2,826,308

 
$
597,695

 
$
432,129

 
$
3,856,132

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
3,224,906

 
$
639,268

 
$
164,218

 
$
4,028,392

Sourcing(2)

 

 
263,508

 
263,508

Total
$
3,224,906

 
$
639,268

 
$
427,726

 
$
4,291,900

____________________________________________
(1) Transportation and logistics services performance obligations are completed over time
(2) Sourcing performance obligations are completed at a point in time
 
Nine Months Ended September 30, 2019
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
8,495,145

 
$
1,727,745

 
$
529,000

 
$
10,751,890

Sourcing(2)

 

 
764,292

 
764,292

Total
$
8,495,145

 
$
1,727,745

 
$
1,293,292

 
$
11,516,182

 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
9,296,510

 
$
1,810,619

 
$
512,042

 
$
11,619,171

Sourcing(2)

 

 
874,093

 
874,093

Total
$
9,296,510

 
$
1,810,619

 
$
1,386,135

 
$
12,493,264


____________________________________________
(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 customer prior to the completion of our performance obligation and as such contract liabilities as of September 30, 2019, and revenue recognized in the three and nine months ended September 30, 2019 and 2018 resulting from contract liabilities was not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.
v3.19.3
LEASES
9 Months Ended
Sep. 30, 2019
Leases [Abstract]  
LEASES LEASES

We adopted ASU 2016-02, Leases (Topic 842), as of January 1, 2019. Prior period information was not restated and continues to be presented under ASC 840, Leases. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to not reassess existing contracts to determine if they contain a lease and to carry forward their historical lease classification upon transition. In addition, we have made a policy election to not apply the guidance of ASC 842 to leases with a term of 12 months or less as allowed by the standard. These leases are recognized as expense on a straight-line basis over the lease term.

Adoption of the new standard resulted in the recording of right-of-use lease assets and lease liabilities of $265.4 million and $273.3 million, respectively, as of January 1, 2019. The adoption of this standard did not materially impact our consolidated statements of operations or consolidated statements of cash flows.

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 a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity, and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.

Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized at commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance charges. Right-of-use lease assets are also recognized at commencement date as the total lease liability plus prepaid rents and less any deferred rent liability that existed under ASC 840, Leases, upon transition. As most of our leases 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 our credit rating and lease term and as such may differ for individual leases.

Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of September 30, 2019.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of September 30, 2019, and for the three and nine months ended September 30, 2019 (dollars in thousands):

Lease Costs
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
Operating lease expense
$
16,905

 
$
50,684

Short-term lease expense
2,605

 
8,022

Total lease expense
$
19,510

 
$
58,706



Other Lease Information
Nine Months Ended September 30, 2019
Operating cash flows from operating leases
$
49,925

Right-of-use lease assets obtained in exchange for new lease liabilities
42,387



Lease Term and Discount Rate
As of
September 30, 2019
Weighted average remaining lease term (in years)(1)
7.8

Weighted average discount rate
3.6
%
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.5 years.

The maturity of lease liabilities as of September 30, 2019, were as follows (in thousands):
Maturity of Lease Liabilities
 
Operating Leases
Remaining 2019
 
$
16,100

2020
 
64,029

2021
 
51,773

2022
 
38,443

2023
 
27,705

Thereafter
 
117,921

Total lease payments
 
315,971

Less: Interest
 
(43,514
)
Present value of lease liabilities
 
$
272,457



Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2018, are as follows (in thousands):
2019
 
$
53,675

2020
 
47,680

2021
 
36,832

2022
 
27,644

2023
 
19,406

Thereafter
 
81,465

Total lease payments
 
$
266,702


In addition to minimum lease payments, we are typically responsible under our lease agreements to pay our pro rata share of maintenance expenses, common charges, and real estate taxes of the buildings in which we lease space. Under ASC 842 we have elected to account for non-lease components such as common area maintenance and parking as a single lease component.
v3.19.3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
9 Months Ended
Sep. 30, 2019
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance at September 30, 2019, and December 31, 2018, was $90.9 million and $71.9 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency adjustments at September 30, 2019, and December 31, 2018.
v3.19.3
BASIS OF PRESENTATION (Policies)
9 Months Ended
Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
On January 1, 2019, we reorganized our enterprise transportation services structure to combine our North American Surface Transportation (“NAST”) and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment. Robinson Fresh will be included in the All Other and Corporate reportable segment with Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. Prior period information has been reclassified to conform with this presentation. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2018.
RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS
RECENTLY ADOPTED ACCOUNTING STANDARDS
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use lease asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides another transition method no longer requiring application to previously reported periods. Therefore, prior period balances will not be restated. We adopted Topic 842 during the first quarter of 2019 by recognizing right-of-use lease assets and lease liabilities of $265.4 million and $273.3 million, respectively, on January 1, 2019. The adoption of this standard did not have a significant impact on our consolidated results of operations or consolidated statements of cash flows. Refer to Note 11, Leases, for further information.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (“AOCI”) to retained earnings. This amendment became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. This update is effective for fiscal years and interim periods beginning after December 15, 2019, and is effective for our fiscal year beginning January 1, 2020. The adoption of this standard will impact our accounting policy for allowance for doubtful accounts, which is a significant accounting policy, but we do not expect the impact to be material to our consolidated financial position, results of operations, or cash flows.
RIGHT-OF-USE LEASE ASSETS AND LIABILITIES
RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term.
LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis.
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”).
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.
v3.19.3
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
9 Months Ended
Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in carrying amount of goodwill is as follows (in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Balance December 31, 2018(1)
$
1,016,784

 
$
182,029

 
$
60,109

 
$
1,258,922

Acquisitions

 
25,892

 
7,771

 
33,663

Translation
(5,270
)
 
(895
)
 
(529
)
 
(6,694
)
Balance September 30, 2019
$
1,011,514

 
$
207,026

 
$
67,351

 
$
1,285,891


____________________________________________
(1) Amounts have been reclassified related to the reorganization of the NAST and Robinson Fresh transportation networks discussed in Note 9, Segment Reporting.

Schedule of Identifiable Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Cost
 
Accumulated Amortization
 
Net
 
Cost
 
Accumulated Amortization
 
Net
Finite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
271,636

 
$
(183,443
)
 
$
88,193

 
$
254,293

 
$
(156,006
)
 
$
98,287

Non-competition agreements
300

 
(285
)
 
15

 
300

 
(240
)
 
60

Total finite-lived intangibles
271,936

 
(183,728
)
 
88,208

 
254,593

 
(156,246
)
 
98,347

Indefinite-lived intangibles
 
 
 
 
 
 
 
 
 
 
 
Trademarks
10,475

 

 
10,475

 
10,475

 

 
10,475

Total intangibles
$
282,411

 
$
(183,728
)
 
$
98,683

 
$
265,068

 
$
(156,246
)
 
$
108,822


Schedule of Amortization Expense of Intangible Assets
Amortization expense for other intangible assets is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Amortization expense
$
9,731

 
$
9,201

 
$
28,699

 
$
27,796


Schedule of Future Amortization of Definite-Lived Intangible Assets
Definite-lived intangible assets, by reportable segment, as of September 30, 2019, will be amortized over their remaining lives as follows (in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Remainder of 2019
$
1,952

 
$
7,543

 
$
67

 
$
9,562

2020
247

 
27,584

 
595

 
28,426

2021
247

 
14,063

 
595

 
14,905

2022
247

 
14,063

 
595

 
14,905

2023
247

 
11,493

 
595

 
12,335

Thereafter
164

 
6,391

 
1,520

 
8,075

Total
 
 
 
 
 
 
$
88,208


v3.19.3
FINANCING ARRANGEMENTS (Tables)
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
 
 
Average interest rate as of
 
 
 
Carrying value as of
 
 
September 30, 2019
 
December 31, 2018
 
Maturity
 
September 30, 2019
 
December 31, 2018
Revolving credit facility
 
%
 
3.64
%
 
October 2023
 
$

 
$
5,000

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

 
175,000

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

 
150,000

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

 
175,000

Receivables securitization facility (1)
 
2.67
%
 
3.15
%
 
December 2020
 
160,854

 
249,744

Senior Notes (1)
 
4.20
%
 
4.20
%
 
April 2028
 
592,237

 
591,608

Total debt
 
 
 
 
 
 
 
1,253,091

 
1,346,352

Less: Current maturities and short-term borrowing
 
 
 
 
 
 
 

 
(5,000
)
Long-term debt
 
 
 
 
 
 
 
$
1,253,091

 
$
1,341,352


____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.19.3
STOCK AWARD PLANS (Tables)
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Stock options
$
4,829

 
$
5,666

 
$
13,539

 
$
17,931

Stock awards
3,470

 
17,539

 
24,798

 
48,443

Company expense on ESPP discount
551

 
566

 
2,320

 
2,101

Total stock-based compensation expense
$
8,850

 
$
23,771

 
$
40,657

 
$
68,475


Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity: 
Three Months Ended September 30, 2019
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
45,098

 
$
3,121,126

 
$
550,787


v3.19.3
ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Schedule of Identifiable Intangible Assets and Estimated Useful Lives
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
4,252


Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 
Estimated Life (years)
 
 
Customer relationships
7
 
$
16,439


v3.19.3
SEGMENT REPORTING (Tables)
9 Months Ended
Sep. 30, 2019
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information as of, and for the three and nine months ended September 30, 2019, and 2018, is as follows (dollars in thousands):
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Three Months Ended September 30, 2019
 
 
 
 
 
 
 
Total revenues
$
2,826,308

 
$
597,695

 
$
432,129

 
$
3,856,132

Net revenues
433,760

 
135,815

 
63,856

 
633,431

Income from operations
176,200

 
24,676

 
209

 
201,085

Depreciation and amortization
5,734

 
9,186

 
10,560

 
25,480

Total assets(1)
2,649,259

 
995,137

 
992,153

 
4,636,549

Average headcount
7,448

 
4,790

 
3,544

 
15,782

 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Three Months Ended September 30, 2018(2)
 
 
 
 
 
 
 
Total revenues
$
3,224,906

 
$
639,268

 
$
427,726

 
$
4,291,900

Net revenues
499,463

 
134,101

 
60,480

 
694,044

Income (loss) from operations
223,893

 
23,835

 
(1,755
)
 
245,973

Depreciation and amortization
6,286

 
8,735

 
8,902

 
23,923

Total assets(1)
2,739,569

 
944,928

 
808,225

 
4,492,722

Average headcount
7,454

 
4,684

 
3,153

 
15,291


 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Nine Months Ended September 30, 2019
 
 
 
 
 
 
 
Total revenues
$
8,495,145

 
$
1,727,745

 
$
1,293,292

 
$
11,516,182

Net revenues
1,406,728

 
404,987

 
195,732

 
2,007,447

Income (loss) from operations
592,215

 
65,497

 
(4,542
)
 
653,170

Depreciation and amortization
18,124

 
27,427

 
29,571

 
75,122

Total assets(1)
2,649,259

 
995,137

 
992,153

 
4,636,549

Average headcount
7,436

 
4,748

 
3,398

 
15,582

 
 
 
 
 
 
 
 
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Consolidated
Nine Months Ended September 30, 2018(2)
 
 
 
 
 
 
 
Total revenues
$
9,296,510

 
$
1,810,619

 
$
1,386,135

 
$
12,493,264

Net revenues
1,397,571

 
401,169

 
192,712

 
1,991,452

Income from operations
591,774

 
61,844

 
2,948

 
656,566

Depreciation and amortization
18,905

 
26,397

 
27,100

 
72,402

Total assets(1)
2,739,569

 
944,928

 
808,225

 
4,492,722

Average headcount
7,375

 
4,725

 
3,089

 
15,189

____________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
(2) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.
v3.19.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and nine months ended September 30, 2019, and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
2,826,308

 
$
597,695

 
$
184,343

 
$
3,608,346

Sourcing(2)

 

 
247,786

 
247,786

Total
$
2,826,308

 
$
597,695

 
$
432,129

 
$
3,856,132

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
3,224,906

 
$
639,268

 
$
164,218

 
$
4,028,392

Sourcing(2)

 

 
263,508

 
263,508

Total
$
3,224,906

 
$
639,268

 
$
427,726

 
$
4,291,900

____________________________________________
(1) Transportation and logistics services performance obligations are completed over time
(2) Sourcing performance obligations are completed at a point in time
 
Nine Months Ended September 30, 2019
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
8,495,145

 
$
1,727,745

 
$
529,000

 
$
10,751,890

Sourcing(2)

 

 
764,292

 
764,292

Total
$
8,495,145

 
$
1,727,745

 
$
1,293,292

 
$
11,516,182

 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
NAST
 
Global Forwarding
 
All Other and Corporate
 
Total
Major Service Lines
 
 
 
 
 
 
 
Transportation and logistics services(1)
$
9,296,510

 
$
1,810,619

 
$
512,042

 
$
11,619,171

Sourcing(2)

 

 
874,093

 
874,093

Total
$
9,296,510

 
$
1,810,619

 
$
1,386,135

 
$
12,493,264


____________________________________________
(1) Transportation and logistics services performance obligations are completed over time
(2) Sourcing performance obligations are completed at a point in time

v3.19.3
LEASES (Tables)
9 Months Ended
Sep. 30, 2019
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of September 30, 2019, and for the three and nine months ended September 30, 2019 (dollars in thousands):

Lease Costs
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
Operating lease expense
$
16,905

 
$
50,684

Short-term lease expense
2,605

 
8,022

Total lease expense
$
19,510

 
$
58,706



Other Lease Information
Nine Months Ended September 30, 2019
Operating cash flows from operating leases
$
49,925

Right-of-use lease assets obtained in exchange for new lease liabilities
42,387



Lease Term and Discount Rate
As of
September 30, 2019
Weighted average remaining lease term (in years)(1)
7.8

Weighted average discount rate
3.6
%
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.5 years.
Schedule of Maturity of Lease Liabilities
The maturity of lease liabilities as of September 30, 2019, were as follows (in thousands):
Maturity of Lease Liabilities
 
Operating Leases
Remaining 2019
 
$
16,100

2020
 
64,029

2021
 
51,773

2022
 
38,443

2023
 
27,705

Thereafter
 
117,921

Total lease payments
 
315,971

Less: Interest
 
(43,514
)
Present value of lease liabilities
 
$
272,457


Schedule of Minimum Future Lase Commitments Under Noncancelable Lease Agreements at Prior Year End
Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2018, are as follows (in thousands):
2019
 
$
53,675

2020
 
47,680

2021
 
36,832

2022
 
27,644

2023
 
19,406

Thereafter
 
81,465

Total lease payments
 
$
266,702


v3.19.3
BASIS OF PRESENTATION (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Right-of-use lease assets $ 263,833  
Right-of-use lease liabilities $ 272,457  
ASU No. 2016-02    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Right-of-use lease assets   $ 265,400
Right-of-use lease liabilities   $ 273,300
v3.19.3
GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2019
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,258,922
Acquisitions 33,663
Translation (6,694)
Balance, end of period 1,285,891
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,016,784
Acquisitions 0
Translation (5,270)
Balance, end of period 1,011,514
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 182,029
Acquisitions 25,892
Translation (895)
Balance, end of period 207,026
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 60,109
Acquisitions 7,771
Translation (529)
Balance, end of period $ 67,351
v3.19.3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Finite-lived intangibles    
Finite-lived intangibles, Cost $ 271,936 $ 254,593
Accumulated Amortization (183,728) (156,246)
Total 88,208 98,347
Indefinite-lived intangibles    
Indefinite-lived intangibles 10,475 10,475
Total intangibles, Cost 282,411 265,068
Total intangibles, Net 98,683 108,822
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 10,475 10,475
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 271,636 254,293
Accumulated Amortization (183,443) (156,006)
Total 88,193 98,287
Non-competition agreements    
Finite-lived intangibles    
Finite-lived intangibles, Cost 300 300
Accumulated Amortization (285) (240)
Total $ 15 $ 60
v3.19.3
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense and Future Amortization (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]          
Amortization expense $ 9,731 $ 9,201 $ 28,699 $ 27,796  
Estimated amortization expense          
Remainder of 2019 9,562   9,562    
2020 28,426   28,426    
2021 14,905   14,905    
2022 14,905   14,905    
2023 12,335   12,335    
Thereafter 8,075   8,075    
Total 88,208   88,208   $ 98,347
NAST          
Estimated amortization expense          
Remainder of 2019 1,952   1,952    
2020 247   247    
2021 247   247    
2022 247   247    
2023 247   247    
Thereafter 164   164    
Global Forwarding          
Estimated amortization expense          
Remainder of 2019 7,543   7,543    
2020 27,584   27,584    
2021 14,063   14,063    
2022 14,063   14,063    
2023 11,493   11,493    
Thereafter 6,391   6,391    
All Other and Corporate          
Estimated amortization expense          
Remainder of 2019 67   67    
2020 595   595    
2021 595   595    
2022 595   595    
2023 595   595    
Thereafter $ 1,520   $ 1,520    
v3.19.3
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Sep. 30, 2019
Dec. 31, 2018
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.19.3
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Total debt $ 1,253,091 $ 1,346,352
Less: Current maturities and short-term borrowing 0 (5,000)
Long-term debt $ 1,253,091 $ 1,341,352
Line of Credit | Revolving credit facility    
Debt Instrument [Line Items]    
Average interest rate as of 0.00% 3.64%
Total debt $ 0 $ 5,000
Senior Notes | Senior Notes, Series A    
Debt Instrument [Line Items]    
Average interest rate as of 3.97% 3.97%
Total debt $ 175,000 $ 175,000
Senior Notes | Senior Notes, Series B    
Debt Instrument [Line Items]    
Average interest rate as of 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes | Senior Notes, Series C    
Debt Instrument [Line Items]    
Average interest rate as of 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Secured Debt | Receivables securitization facility    
Debt Instrument [Line Items]    
Average interest rate as of 2.67% 3.15%
Total debt $ 160,854 $ 249,744
Unsecured Debt | Senior Notes    
Debt Instrument [Line Items]    
Average interest rate as of 4.20% 4.20%
Total debt $ 592,237 $ 591,608
v3.19.3
FINANCING ARRANGEMENTS - Narrative (Details)
9 Months Ended
Sep. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 17, 2018
USD ($)
Oct. 24, 2018
USD ($)
Sep. 30, 2018
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]            
Long-term debt, fair value $ 539,300,000          
Long-term debt 1,253,091,000 $ 1,346,352,000        
Line of Credit | Revolving credit facility            
Debt Instrument [Line Items]            
Long-term debt $ 0 5,000,000        
Line of Credit | Revolving credit facility | Original Credit Agreement Due 2019            
Debt Instrument [Line Items]            
Maximum borrowing capacity         $ 900,000,000  
Line of Credit | Revolving credit facility | Amended Credit Agreement Due 2023            
Debt Instrument [Line Items]            
Maximum borrowing capacity       $ 1,000,000,000    
Maximum leverage ratio 3.50          
Line of Credit | Revolving credit facility | Amended Credit Agreement Due 2023 | Federal Funds Rate            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent) 0.50%          
Line of Credit | Revolving credit facility | Amended Credit Agreement Due 2023 | LIBOR            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent) 1.13%          
Line of Credit | Revolving credit facility | Amended Credit Agreement Due 2023 | Minimum            
Debt Instrument [Line Items]            
Commitment fee (percent) 0.075%          
Line of Credit | Revolving credit facility | Amended Credit Agreement Due 2023 | Maximum            
Debt Instrument [Line Items]            
Commitment fee (percent) 0.20%          
Unsecured Debt | Senior Notes Due 2028            
Debt Instrument [Line Items]            
Long-term debt, fair value $ 662,000,000.0          
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 $ 592,237,000 591,608,000        
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) 25.00%          
Senior Notes | Note Purchase Agreement            
Debt Instrument [Line Items]            
Maximum leverage ratio 3.00          
Minimum interest coverage ratio 2.00          
Debt instrument principal amount           $ 500,000,000
Maximum priority debt to total assets ratio (percent) 15.00%          
Debt instrument, redemption price (percent) 100.00%          
Secured Debt | Receivables securitization facility            
Debt Instrument [Line Items]            
Long-term debt $ 160,854,000 $ 249,744,000        
Secured Debt | Receivables securitization facility | Wells Fargo Bank N.A. and Bank Of America N.A.            
Debt Instrument [Line Items]            
Maximum borrowing capacity     $ 250,000,000      
v3.19.3
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Tax Disclosure [Abstract]        
Effective income tax (percent) 21.80% 26.50% 22.50% 24.70%
Tax expense related to adjustments to the one-time transition tax required as part of Tax Act       $ 3.6
Estimated effect on income taxes payable from foreign earnings repatriated     $ 18.6  
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized $ 39.7   39.7  
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 3.0   $ 3.0  
v3.19.3
STOCK AWARD PLANS - Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 8,850,000 $ 23,771,000 $ 40,657,000 $ 68,475,000
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 4,829,000 5,666,000 13,539,000 17,931,000
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 3,470,000 17,539,000 24,798,000 48,443,000
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 550,787 $ 566,000 $ 2,320,000 $ 2,101,000
v3.19.3
STOCK AWARD PLANS - Narrative (Details) - USD ($)
9 Months Ended
May 09, 2019
Sep. 30, 2019
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Number of additional shares authorized (shares) 4,000,000  
Maximum shares that can be granted under stock plan (shares)   17,041,803
Shares available for stock awards (shares)   5,283,926
Maximum employee contribution to purchase company stock   $ 10,000
Discount rate used to determine the purchase price   15.00%
Stock options    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Stock award, vesting period   5 years
Unrecognized compensation expense   $ 45,000,000.0
Stock awards    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Stock award, vesting period   5 years
Stock awards | Minimum    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Discount on outstanding grants (percent)   15.00%
Stock awards | Maximum    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Discount on outstanding grants (percent)   21.00%
Full value awards    
Compensation Related Costs Share Based Payments Disclosure [Line Items]    
Unrecognized compensation expense   $ 97,100,000
v3.19.3
STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 45,098      
Aggregate cost to employees $ 3,121,126      
Expense recognized by the company 8,850,000 $ 23,771,000 $ 40,657,000 $ 68,475,000
Employee Stock Purchase Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 550,787 $ 566,000 $ 2,320,000 $ 2,101,000
v3.19.3
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
9 Months Ended
May 22, 2019
Feb. 28, 2019
Sep. 30, 2019
Sep. 30, 2018
Business Acquisition [Line Items]        
Total purchase consideration net of cash acquired     $ 59,188 $ 1,315
Goodwill recorded in acquisition     $ 33,663  
Dema Service        
Business Acquisition [Line Items]        
Total purchase consideration net of cash acquired $ 14,200      
Goodwill recorded in acquisition $ 7,800      
Space Cargo        
Business Acquisition [Line Items]        
Total purchase consideration net of cash acquired   $ 45,000    
Goodwill recorded in acquisition   $ 25,900    
v3.19.3
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - Customer relationships - USD ($)
$ in Thousands
May 22, 2019
Feb. 28, 2019
Dema Service    
Business Acquisition [Line Items]    
Estimated Life (years) 7 years  
Identifiable intangible assets $ 4,252  
Space Cargo    
Business Acquisition [Line Items]    
Estimated Life (years)   7 years
Identifiable intangible assets   $ 16,439
v3.19.3
SEGMENT REPORTING - Narrative (Details)
9 Months Ended
Sep. 30, 2019
segment
Segment Reporting [Abstract]  
Number of reportable segments (segment) 2
v3.19.3
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
employee
Sep. 30, 2018
USD ($)
employee
Sep. 30, 2019
USD ($)
employee
Sep. 30, 2018
USD ($)
employee
Dec. 31, 2018
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 3,856,132 $ 4,291,900 $ 11,516,182 $ 12,493,264  
Net revenues 633,431 694,044 2,007,447 1,991,452  
Income (loss) from operations 201,085 245,973 653,170 656,566  
Depreciation and amortization 25,480 23,923 75,122 72,402  
Total assets $ 4,636,549 $ 4,492,722 $ 4,636,549 $ 4,492,722 $ 4,427,412
Average headcount (employee) | employee 15,782 15,291 15,582 15,189  
Operating Segments | NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 2,826,308 $ 3,224,906 $ 8,495,145 $ 9,296,510  
Net revenues 433,760 499,463 1,406,728 1,397,571  
Income (loss) from operations 176,200 223,893 592,215 591,774  
Depreciation and amortization 5,734 6,286 18,124 18,905  
Total assets $ 2,649,259 $ 2,739,569 $ 2,649,259 $ 2,739,569  
Average headcount (employee) | employee 7,448 7,454 7,436 7,375  
Operating Segments | Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 597,695 $ 639,268 $ 1,727,745 $ 1,810,619  
Net revenues 135,815 134,101 404,987 401,169  
Income (loss) from operations 24,676 23,835 65,497 61,844  
Depreciation and amortization 9,186 8,735 27,427 26,397  
Total assets $ 995,137 $ 944,928 $ 995,137 $ 944,928  
Average headcount (employee) | employee 4,790 4,684 4,748 4,725  
Operating Segments | All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 432,129 $ 427,726 $ 1,293,292 $ 1,386,135  
Net revenues 63,856 60,480 195,732 192,712  
Income (loss) from operations 209 (1,755) (4,542) 2,948  
Depreciation and amortization 10,560 8,902 29,571 27,100  
Total assets $ 992,153 $ 808,225 $ 992,153 $ 808,225  
Average headcount (employee) | employee 3,544 3,153 3,398 3,089  
v3.19.3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Total Revenues Disaggregated by Major Service Line and Timing of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Disaggregation of Revenue [Line Items]        
Total revenues $ 3,856,132 $ 4,291,900 $ 11,516,182 $ 12,493,264
Transportation and logistics services        
Disaggregation of Revenue [Line Items]        
Total revenues 3,608,346 4,028,392 10,751,890 11,619,171
Transportation and logistics services | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 3,608,346 4,028,392 10,751,890 11,619,171
Sourcing        
Disaggregation of Revenue [Line Items]        
Total revenues 247,786 263,508 764,292 874,093
Sourcing | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 247,786 263,508 764,292 874,093
NAST | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 2,826,308 3,224,906 8,495,145 9,296,510
NAST | Transportation and logistics services | Performance obligations completed over time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 2,826,308 3,224,906 8,495,145 9,296,510
NAST | Sourcing | Performance obligations completed at a point in time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Global Forwarding | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 597,695 639,268 1,727,745 1,810,619
Global Forwarding | Transportation and logistics services | Performance obligations completed over time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 597,695 639,268 1,727,745 1,810,619
Global Forwarding | Sourcing | Performance obligations completed at a point in time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
All Other and Corporate | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 432,129 427,726 1,293,292 1,386,135
All Other and Corporate | Transportation and logistics services | Performance obligations completed over time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 184,343 164,218 529,000 512,042
All Other and Corporate | Sourcing | Performance obligations completed at a point in time | Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues $ 247,786 $ 263,508 $ 764,292 $ 874,093
v3.19.3
LEASES - Narrative (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jan. 01, 2019
Lessee, Lease, Description [Line Items]    
Right-of-use lease assets $ 263,833  
Right-of-use lease liabilities $ 272,457  
ASU No. 2016-02    
Lessee, Lease, Description [Line Items]    
Right-of-use lease assets   $ 265,400
Right-of-use lease liabilities   $ 273,300
v3.19.3
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Dec. 31, 2018
Lease Costs      
Operating lease expense $ 16,905 $ 50,684  
Short-term lease expense 2,605 8,022  
Total lease expense $ 19,510 58,706  
Other Lease Information      
Operating cash flows from operating leases   49,925  
Right-of-use lease assets obtained in exchange for new lease liabilities   $ 42,387  
Lease Term and Discount Rate      
Weighted average remaining lease term (in years) 7 years 9 months 18 days 7 years 9 months 18 days  
Weighted average discount rate (percent) 3.60% 3.60%  
Lessee, Lease, Description [Line Items]      
Weighted average remaining lease term, excluding Chicago office space (in years)   4 years 6 months  
Chicago Office Space      
Lessee, Lease, Description [Line Items]      
Lease term (in years)     15 years
v3.19.3
LEASES - Maturity of Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Maturity of Lease Liabilities  
Remaining 2019 $ 16,100
2020 64,029
2021 51,773
2022 38,443
2023 27,705
Thereafter 117,921
Total lease payments 315,971
Less: Interest (43,514)
Present value of lease liabilities $ 272,457
v3.19.3
LEASES - Minimum Future Lease Commitments Under Noncancelable Lease Agreements (Details)
$ in Thousands
Dec. 31, 2018
USD ($)
Minimum Future Lease Commitments Payments Under Noncancelable Lease Agreements  
2019 $ 53,675
2020 47,680
2021 36,832
2022 27,644
2023 19,406
Thereafter 81,465
Total lease payments $ 266,702
v3.19.3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Stockholders' Equity Note [Abstract]    
Accumulated other comprehensive loss $ 90,902 $ 71,935