C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 8/4/2023
Quarterly Report
v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 02, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
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 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 41-1883630  
Entity Address, Address Line One 14701 Charlson Road  
Entity Address, City or Town Eden Prairie  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55347  
City Area Code 952  
Local Phone Number 937-8500  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   116,431,364
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 210,155 $ 217,482
Receivables, net of allowance for credit loss of $14,461 and $28,749 2,505,130 2,991,753
Contract assets, net of allowance for credit loss 188,207 257,597
Prepaid expenses and other 147,993 122,406
Total current assets 3,051,485 3,589,238
Property and equipment, net of accumulated depreciation and amortization 159,222 159,432
Goodwill 1,469,407 1,470,813
Other intangible assets, net of accumulated amortization 52,591 64,026
Right-of-use lease assets 343,734 372,141
Deferred tax assets 201,858 181,602
Other assets 126,964 117,312
Total assets 5,405,261 5,954,564
Current liabilities:    
Accounts payable 1,358,619 1,466,998
Outstanding checks 90,969 103,561
Accrued expenses:    
Compensation 112,421 242,605
Transportation expense 142,568 199,092
Income taxes 9,763 15,210
Other accrued liabilities 159,065 168,009
Current lease liabilities 72,223 73,722
Current portion of debt 815,863 1,053,655
Total current liabilities 2,761,491 3,322,852
Long-term debt 920,495 920,049
Noncurrent lease liabilities 288,960 313,742
Noncurrent income taxes payable 28,104 28,317
Deferred tax liabilities 15,099 14,256
Other long-term liabilities 3,005 1,926
Total liabilities 4,017,154 4,601,142
Stockholders’ investment:    
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding 0 0
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,204 shares issued, 116,335 and 116,323 outstanding 11,633 11,632
Additional paid-in capital 734,244 743,288
Retained earnings 5,655,489 5,590,440
Accumulated other comprehensive loss (92,919) (88,860)
Treasury stock at cost (62,869 and 62,881 shares) (4,920,340) (4,903,078)
Total stockholders’ investment 1,388,107 1,353,422
Total liabilities and stockholders’ investment $ 5,405,261 $ 5,954,564
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 14,461 $ 28,749
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, authorized (shares) 20,000,000 20,000,000
Preferred stock, issued (shares) 0 0
Preferred stock, outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, authorized (shares) 480,000,000 480,000,000
Common stock, issued (shares) 179,204,000 179,204,000
Common stock, outstanding (shares) 116,335,000 116,323,000
Treasury stock (shares) 62,869,000 62,881,000
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues:        
Total revenues $ 4,421,856 $ 6,798,475 $ 9,033,526 $ 13,614,428
Costs and expenses:        
Personnel expenses 377,277 444,764 760,383 858,125
Other selling, general, and administrative expenses 155,596 117,184 297,097 264,545
Total costs and expenses 4,289,233 6,328,810 8,739,870 12,799,289
Income from operations 132,623 469,665 293,656 815,139
Interest and other income/expense, net (18,259) (27,395) (46,524) (41,569)
Income before provision for income taxes 114,364 442,270 247,132 773,570
Provision for income taxes 17,048 94,085 34,925 155,037
Net income 97,316 348,185 212,207 618,533
Other comprehensive loss (6,536) (33,596) (4,059) (26,726)
Comprehensive income $ 90,780 $ 314,589 $ 208,148 $ 591,807
Basic net income per share (in dollars per share) $ 0.82 $ 2.71 $ 1.79 $ 4.78
Diluted net income per share (in dollars per share) $ 0.81 $ 2.67 $ 1.77 $ 4.71
Basic weighted average shares outstanding (shares) 118,500 128,405 118,567 129,447
Dilutive effect of outstanding stock awards (shares) 1,307 1,933 1,253 1,771
Diluted weighted average shares outstanding (shares) 119,807 130,338 119,820 131,218
Transportation        
Revenues:        
Total revenues $ 4,084,827 $ 6,465,642 $ 8,412,792 $ 12,993,993
Costs and expenses:        
Purchased products and services 3,453,560 5,466,874 7,124,591 11,117,098
Sourcing        
Revenues:        
Total revenues 337,029 332,833 620,734 620,435
Costs and expenses:        
Purchased products and services $ 302,800 $ 299,988 $ 557,799 $ 559,521
v3.23.2
Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (in shares)   116,323     116,323  
Beginning balance $ 1,381,388 $ 1,353,422 $ 2,095,502 $ 2,021,934 $ 1,353,422 $ 2,021,934
Net income 97,316 114,891 348,185 270,348 $ 212,207 618,533
Foreign currency adjustments (6,536) 2,477 (33,596) 6,870    
Dividends declared (73,577) (73,581) (71,506) (72,542)    
Stock issued for employee benefit plans 15,206 (375) 20,886 8,904    
Stock-based compensation expense 6,035 15,607 27,929 24,606    
Repurchase of common stock $ (31,725) (31,053) (334,985) (164,618)    
Ending balance (in shares) 116,335       116,335  
Ending balance $ 1,388,107 $ 1,381,388 $ 2,052,415 $ 2,095,502 $ 1,388,107 $ 2,052,415
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61 $ 0.55 $ 0.55    
Common Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (in shares) 116,437 116,323 128,011 129,186 116,323 129,186
Beginning balance $ 11,644 $ 11,632 $ 12,801 $ 12,919 $ 11,632 $ 12,919
Stock issued for employee benefit plans (in shares) 228 430 316 418    
Stock issued for employee benefit plans $ 22 $ 44 $ 31 $ 42    
Stock-based compensation expense (in shares) 0 0 0 0    
Stock-based compensation expense $ 0 $ 0 $ 0 $ 0    
Repurchase of common stock (in shares) (330) (316) (3,211) (1,593)    
Repurchase of common stock $ (33) $ (32) $ (320) $ (160)    
Ending balance (in shares) 116,335 116,437 125,116 128,011 116,335 125,116
Ending balance $ 11,633 $ 11,644 $ 12,512 $ 12,801 $ 11,633 $ 12,512
Additional Paid-in Capital            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 730,363 743,288 680,857 673,628 743,288 673,628
Stock issued for employee benefit plans (2,154) (28,532) 377 (17,377)    
Stock-based compensation expense 6,035 15,607 27,929 24,606    
Ending balance 734,244 730,363 709,163 680,857 734,244 709,163
Retained Earnings            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 5,631,750 5,590,440 5,134,667 4,936,861 5,590,440 4,936,861
Net income 97,316 114,891 348,185 270,348    
Dividends declared (73,577) (73,581) (71,506) (72,542)    
Ending balance 5,655,489 5,631,750 5,411,346 5,134,667 5,655,489 5,411,346
Accumulated Other Comprehensive Loss            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (86,383) (88,860) (54,264) (61,134) (88,860) (61,134)
Foreign currency adjustments (6,536) 2,477 (33,596) 6,870    
Ending balance (92,919) (86,383) (87,860) (54,264) (92,919) (87,860)
Treasury Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (4,905,986) (4,903,078) (3,678,559) (3,540,340) (4,903,078) (3,540,340)
Stock issued for employee benefit plans 17,338 28,113 20,478 26,239    
Stock-based compensation expense 0 0 0 0    
Repurchase of common stock (31,692) (31,021) (334,665) (164,458)    
Ending balance $ (4,920,340) $ (4,905,986) $ (3,992,746) $ (3,678,559) $ (4,920,340) $ (3,992,746)
v3.23.2
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]        
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61 $ 0.55 $ 0.55
v3.23.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
OPERATING ACTIVITIES    
Net income $ 212,207 $ 618,533
Adjustments to reconcile net income to net cash used for operating activities:    
Depreciation and amortization 50,355 45,748
Provision for credit losses (8,397) (2,142)
Stock-based compensation 21,642 52,535
Deferred income taxes (21,825) (5,844)
Excess tax benefit on stock-based compensation (8,645) (7,553)
Other operating activities 3,080 (26,356)
Changes in operating elements, net of acquisitions:    
Receivables 501,210 (378,641)
Contract assets 69,662 (65,362)
Prepaid expenses and other (23,834) (14,170)
Accounts payable and outstanding checks (125,090) 37,207
Accrued compensation (130,197) (9,673)
Accrued transportation expense (56,524) 62,506
Accrued income taxes 3,308 (54,964)
Other accrued liabilities (9,611) 1,391
Other assets and liabilities 2,035 (1,886)
Net cash provided by operating activities 479,376 251,329
INVESTING ACTIVITIES    
Purchases of property and equipment (21,679) (36,781)
Purchases and development of software (29,622) (32,622)
Proceeds from sale of property and equipment 0 63,208
Net cash used for investing activities (51,301) (6,195)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 36,684 53,574
Stock tendered for payment of withholding taxes (21,853) (23,784)
Repurchase of common stock (62,754) (490,699)
Cash dividends (146,195) (145,268)
Proceeds from long-term borrowings 0 200,000
Proceeds from short-term borrowings 1,861,750 2,735,000
Payments on short-term borrowings (2,099,750) (2,586,000)
Net cash used for financing activities (432,118) (257,177)
Effect of exchange rates on cash and cash equivalents (3,284) (6,445)
Net change in cash and cash equivalents (7,327) (18,488)
Cash and cash equivalents, beginning of period 217,482 257,413
Cash and cash equivalents, end of period $ 210,155 $ 238,925
v3.23.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2022.
RECENTLY ISSUED ACCOUNTING STANDARDS
For the six months ended June 30, 2023, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022 includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2022$1,188,076 $206,189 $76,548 $1,470,813 
Foreign currency translation(1,853)224 223 (1,406)
Balance, June 30, 2023$1,186,223 $206,413 $76,771 $1,469,407 
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2023.
Identifiable intangible assets consisted of the following (in thousands):
June 30, 2023December 31, 2022
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$161,078 $(117,087)$43,991 $162,358 $(106,932)$55,426 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$169,678 $(117,087)$52,591 $170,958 $(106,932)$64,026 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Amortization expense$5,773 $5,957 $11,588 $11,991 
Finite-lived intangible assets, by reportable segment, as of June 30, 2023, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2023$4,042 $4,482 $547 $9,071 
20248,008 3,552 1,094 12,654 
20257,857 2,314 1,094 11,265 
20267,857 377 748 8,982 
20271,310 — 501 1,811 
Thereafter— — 208 208 
Total$43,991 
v3.23.2
FAIR VALUE MEASUREMENT
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended June 30, 2023 and December 31, 2022. There were no transfers between levels during the period.
v3.23.2
FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2023December 31, 2022MaturityJune 30, 2023December 31, 2022
Revolving credit facility6.22 %— %November 2027$141,000 $— 
364-day revolving credit facility— %5.12 %May 2023— 379,000 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
5.87 %5.01 %November 2023499,863 499,655 
Senior Notes (1)
4.20 %4.20 %April 2028595,495 595,049 
Total debt1,736,358 1,973,704 
Less: Current maturities and short-term borrowing(815,863)(1,053,655)
Long-term debt$920,495 $920,049 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion and a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of June 30, 2023, the variable rate equaled SOFR and a Credit Spread Adjustment of 0.10 percent plus 1.0 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00. The Credit Agreement also contains customary events of default.
364-DAY UNSECURED REVOLVING CREDIT FACILITY
On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. The interest rate on borrowings under the 364-day Credit Agreement was based an alternate base rate plus a margin or a term SOFR-based rate plus a margin. There was also a commitment fee on the aggregate unused commitments under the facility. The facility expired on May 5, 2023, and it was not renewed.
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 $472.4 million on June 30, 2023. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2. Series A matures in August 2023 and is classified as current portion of debt in our Condensed Consolidated Balance Sheets as of June 30, 2023.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable with a total availability of $500 million as of June 30, 2023. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on current borrowings on the consolidated statement of cash flows.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $575.9 million as of June 30, 2023, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $595.5 million as of June 30, 2023.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $9.9 million is currently utilized for standby letters of credit related to insurance collateral as of June 30, 2023. These standby letters of credit are renewed annually and were undrawn as of June 30, 2023.
v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.4 2.0 2.3 1.7 
Share based payment awards(0.9)(0.6)(3.1)(0.9)
Foreign tax credits(6.2)(1.4)(3.3)(1.1)
Other U.S. tax credits and incentives(3.9)(0.3)(3.9)(1.0)
Foreign0.6 (0.5)(0.3)(0.5)
Other1.9 1.1 1.4 0.8 
Effective income tax rate14.9 %21.3 %14.1 %20.0 %
During the first quarter of 2023, management made the determination that the company is no longer indefinitely reinvested with regard to the unremitted earnings of any foreign subsidiaries although it remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries. The change resulted in a one-time increase to tax expense of approximately $2.0 million in the six months ended June 30, 2023.
As of June 30, 2023, we have $43.3 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.3 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2015. We are currently under a limited Internal Revenue Service audit for the 2015 to 2017 tax years, while the 2018 U.S. Federal statute of limitations is closed.
v3.23.2
STOCK AWARD PLANS
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK AWARD PLANS STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Stock options$2,242 $3,263 $4,460 $6,482 
Stock awards2,980 23,887 14,992 43,950 
Company expense on ESPP discount813 779 2,190 2,103 
Total stock-based compensation expense$6,035 $27,929 $21,642 $52,535 
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan. There were 3,283,750 shares available for stock awards under the Plan as of June 30, 2023.
Stock Options - We have awarded stock options to certain key employees that vest primarily based on their continued employment. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of June 30, 2023, unrecognized compensation expense related to stock options was $8.9 million.
Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
Performance-based Awards
We have awarded performance-based restricted shares through 2020 to certain key employees. These awards vest over a five-year period based on the company’s dilutive earnings per share growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based achieving certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
Time-based Awards
We award time-based restricted stock units to certain key employees. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 272,455 PSUs at target and 688,341 time-based restricted stock units in February 2023. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $92.15 and $92.74, respectively, and vest over a three-year period as described above.
We have also awarded restricted stock units to certain key employees and non-employee directors, which are fully vested upon date of grant. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These awards have been expensed on the date of grant.
As of June 30, 2023, there was unrecognized compensation expense of $242.7 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time, and contingent upon obtaining certain targets mentioned above over their respective performance period.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended June 30, 2023
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
57,425 $4,605 $813 
v3.23.2
LITIGATION
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION LITIGATIONWe are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
v3.23.2
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2023
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Income (loss) from operations117,859 29,647 (14,883)132,623 
Depreciation and amortization5,856 5,484 14,635 25,975 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,497 5,225 4,363 16,085 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2022
Total revenues$4,147,046 $2,093,190 $558,239 $6,798,475 
Income from operations276,499 167,557 25,609 469,665 
Depreciation and amortization6,123 5,471 11,668 23,262 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcount7,552 5,759 4,582 17,893 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2023
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Income (loss) from operations251,881 59,763 (17,988)293,656 
Depreciation and amortization11,507 10,964 27,884 50,355 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,713 5,356 4,454 16,523 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2022
Total revenues$8,261,935 $4,287,587 $1,064,906 $13,614,428 
Income from operations458,853 335,195 21,091 815,139 
Depreciation and amortization12,362 11,026 22,360 45,748 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcount7,442 5,690 4,422 17,554 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.23.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,079,268 $779,867 $225,692 $4,084,827 
Sourcing(2)
— — 337,029 337,029 
Total$3,079,268 $779,867 $562,721 $4,421,856 
Three Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,147,046 $2,093,190 $225,406 $6,465,642 
Sourcing(2)
— — 332,833 332,833 
Total$4,147,046 $2,093,190 $558,239 $6,798,475 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$6,383,455 $1,569,845 $459,492 $8,412,792 
Sourcing(2)
— — 620,734 620,734 
Total$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Six Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$8,261,935 $4,287,587 $444,471 $12,993,993 
Sourcing(2)
— — 620,435 620,435 
Total$8,261,935 $4,287,587 $1,064,906 $13,614,428 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2023, and revenue recognized in the three and six months ended June 30, 2023 and 2022 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end and the timing of customer invoicing.
v3.23.2
LEASES
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
LEASES LEASESWe determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2023.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2023202220232022
Operating lease expense$24,773 $23,082 $49,426 $44,727 
Short-term lease expense1,486 1,137 2,900 3,597 
Total lease expense$26,259 $24,219 $52,326 $48,324 
Six Months Ended June 30,
Other Lease Information20232022
Operating cash flows from operating leases$47,360 $43,937 
Right-of-use lease assets obtained in exchange for new lease liabilities14,204 87,554 
Lease Term and Discount RateAs of June 30, 2023As of December 31, 2022
Weighted average remaining lease term (in years)6.26.4
Weighted average discount rate3.6 %3.5 %
The maturities of lease liabilities as of June 30, 2023, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2023$39,817 
202482,873 
202567,812 
202655,842 
202744,317 
Thereafter116,071 
Total lease payments406,732 
Less: Interest(45,549)
Present value of lease liabilities$361,183 
v3.23.2
ALLOWANCE FOR CREDIT LOSSES
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant as of June 30, 2023.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2022$28,749 
Provision(8,124)
Write-offs(6,164)
Balance, June 30, 2023$14,461 
Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 2023.
v3.23.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets. The recorded balance on June 30, 2023 and December 31, 2022, was $92.9 million and $88.9 million, respectively. The recorded balance on June 30, 2023 and December 31, 2022, is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $6.5 million for the three months ended June 30, 2023, primarily driven by fluctuations in the Yuan and Singapore Dollar. Other comprehensive loss was $33.6 million for the three months ended June 30, 2022, primarily driven by fluctuations in the Singapore Dollar, Australian Dollar and the Yuan.
Other comprehensive loss was $4.1 million for the six months ended June 30, 2023, primarily driven by fluctuations in the Singapore Dollar, Yuan, and Australian Dollar partially offset by the Euro. Other comprehensive loss was $26.7 million for the six months ended June 30, 2022, primarily driven by fluctuations in the Singapore Dollar, Yuan, and Australian Dollar.
v3.23.2
Restructuring and Related Activities
6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
RESTRUCTURING RESTRUCTURING
In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. We continued to execute upon these digital transformation and productivity initiatives in 2023, which resulted in further restructuring charges to better align our workforce as a result of these initiatives and in consideration of the changing freight transportation market. We recognized additional restructuring charges of $14.1 million in the second quarter of 2023 primarily related to workforce reductions. We expect to complete our restructuring actions by the end of 2023.
For severance and other operating expenses related to restructuring activities, we paid $12.0 million in cash in the second quarter of 2023 with the majority of the remaining $8.7 million accrued as of June 30, 2023 expected to be paid by the end of 2023.
A summary of the restructuring charges recognized is presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20232023
Severance(1)
$11,681 $14,819 
Other personnel expenses(1)
1,446 1,906 
Other selling, general, and administrative expenses(2)
1,005 1,129 
Total $14,132 $17,854 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (dollars in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$327 $691 $12,109 $13,127 
Other selling, general, and administrative expenses39 962 1,005 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,156 $2,229 $13,340 $16,725 
Other selling, general, and administrative expenses163 962 1,129 
The following table summarizes activity related to our restructuring initiatives and reserves included in our consolidated balance sheets as of December 31, 2022 and June 30, 2023:
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2022$18,976 $— $18,976 
  Restructuring charges16,725 1,129 17,854 
  Cash payments(26,906)(310)(27,216)
  Settled non-cash— (819)(819)
  Accrual adjustments(1)
(122)— (122)
Balance, June 30, 2023$8,673 $— $8,673 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.23.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Pay vs Performance Disclosure            
Net income $ 97,316 $ 114,891 $ 348,185 $ 270,348 $ 212,207 $ 618,533
v3.23.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.2
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2022.
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS For the six months ended June 30, 2023, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
GOODWILL Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2023.
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.
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2022$1,188,076 $206,189 $76,548 $1,470,813 
Foreign currency translation(1,853)224 223 (1,406)
Balance, June 30, 2023$1,186,223 $206,413 $76,771 $1,469,407 
Schedule of Intangible Assets Identifiable intangible assets consisted of the following (in thousands):
June 30, 2023December 31, 2022
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$161,078 $(117,087)$43,991 $162,358 $(106,932)$55,426 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$169,678 $(117,087)$52,591 $170,958 $(106,932)$64,026 
Schedule of Amortization Expense Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Amortization expense$5,773 $5,957 $11,588 $11,991 
Schedule of Future Amortization of Finite-Lived Intangible Assets Finite-lived intangible assets, by reportable segment, as of June 30, 2023, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2023$4,042 $4,482 $547 $9,071 
20248,008 3,552 1,094 12,654 
20257,857 2,314 1,094 11,265 
20267,857 377 748 8,982 
20271,310 — 501 1,811 
Thereafter— — 208 208 
Total$43,991 
v3.23.2
FINANCING ARRANGEMENTS (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2023December 31, 2022MaturityJune 30, 2023December 31, 2022
Revolving credit facility6.22 %— %November 2027$141,000 $— 
364-day revolving credit facility— %5.12 %May 2023— 379,000 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
5.87 %5.01 %November 2023499,863 499,655 
Senior Notes (1)
4.20 %4.20 %April 2028595,495 595,049 
Total debt1,736,358 1,973,704 
Less: Current maturities and short-term borrowing(815,863)(1,053,655)
Long-term debt$920,495 $920,049 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.23.2
INCOME TAXES (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit2.4 2.0 2.3 1.7 
Share based payment awards(0.9)(0.6)(3.1)(0.9)
Foreign tax credits(6.2)(1.4)(3.3)(1.1)
Other U.S. tax credits and incentives(3.9)(0.3)(3.9)(1.0)
Foreign0.6 (0.5)(0.3)(0.5)
Other1.9 1.1 1.4 0.8 
Effective income tax rate14.9 %21.3 %14.1 %20.0 %
v3.23.2
STOCK AWARD PLANS (Tables)
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Stock options$2,242 $3,263 $4,460 $6,482 
Stock awards2,980 23,887 14,992 43,950 
Company expense on ESPP discount813 779 2,190 2,103 
Total stock-based compensation expense$6,035 $27,929 $21,642 $52,535 
Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended June 30, 2023
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
57,425 $4,605 $813 
v3.23.2
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Summary of Segment Information Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2023
Total revenues$3,079,268 $779,867 $562,721 $4,421,856 
Income (loss) from operations117,859 29,647 (14,883)132,623 
Depreciation and amortization5,856 5,484 14,635 25,975 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,497 5,225 4,363 16,085 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2022
Total revenues$4,147,046 $2,093,190 $558,239 $6,798,475 
Income from operations276,499 167,557 25,609 469,665 
Depreciation and amortization6,123 5,471 11,668 23,262 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcount7,552 5,759 4,582 17,893 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2023
Total revenues$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Income (loss) from operations251,881 59,763 (17,988)293,656 
Depreciation and amortization11,507 10,964 27,884 50,355 
Total assets(1)
3,106,092 1,149,091 1,150,078 5,405,261 
Average employee headcount6,713 5,356 4,454 16,523 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2022
Total revenues$8,261,935 $4,287,587 $1,064,906 $13,614,428 
Income from operations458,853 335,195 21,091 815,139 
Depreciation and amortization12,362 11,026 22,360 45,748 
Total assets(1)
3,688,215 2,851,114 918,110 7,457,439 
Average employee headcount7,442 5,690 4,422 17,554 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.23.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,079,268 $779,867 $225,692 $4,084,827 
Sourcing(2)
— — 337,029 337,029 
Total$3,079,268 $779,867 $562,721 $4,421,856 
Three Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,147,046 $2,093,190 $225,406 $6,465,642 
Sourcing(2)
— — 332,833 332,833 
Total$4,147,046 $2,093,190 $558,239 $6,798,475 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$6,383,455 $1,569,845 $459,492 $8,412,792 
Sourcing(2)
— — 620,734 620,734 
Total$6,383,455 $1,569,845 $1,080,226 $9,033,526 
Six Months Ended June 30, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$8,261,935 $4,287,587 $444,471 $12,993,993 
Sourcing(2)
— — 620,435 620,435 
Total$8,261,935 $4,287,587 $1,064,906 $13,614,428 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.23.2
LEASES (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2023202220232022
Operating lease expense$24,773 $23,082 $49,426 $44,727 
Short-term lease expense1,486 1,137 2,900 3,597 
Total lease expense$26,259 $24,219 $52,326 $48,324 
Six Months Ended June 30,
Other Lease Information20232022
Operating cash flows from operating leases$47,360 $43,937 
Right-of-use lease assets obtained in exchange for new lease liabilities14,204 87,554 
Lease Term and Discount RateAs of June 30, 2023As of December 31, 2022
Weighted average remaining lease term (in years)6.26.4
Weighted average discount rate3.6 %3.5 %
Schedule of Maturity of Lease Liabilities The maturities of lease liabilities as of June 30, 2023, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2023$39,817 
202482,873 
202567,812 
202655,842 
202744,317 
Thereafter116,071 
Total lease payments406,732 
Less: Interest(45,549)
Present value of lease liabilities$361,183 
v3.23.2
ALLOWANCE FOR CREDIT LOSSES (Tables)
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2022$28,749 
Provision(8,124)
Write-offs(6,164)
Balance, June 30, 2023$14,461 
v3.23.2
Restructuring and Related Activities (Tables)
6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs
A summary of the restructuring charges recognized is presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20232023
Severance(1)
$11,681 $14,819 
Other personnel expenses(1)
1,446 1,906 
Other selling, general, and administrative expenses(2)
1,005 1,129 
Total $14,132 $17,854 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (dollars in thousands):
Three Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$327 $691 $12,109 $13,127 
Other selling, general, and administrative expenses39 962 1,005 
Six Months Ended June 30, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$1,156 $2,229 $13,340 $16,725 
Other selling, general, and administrative expenses163 962 1,129 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes activity related to our restructuring initiatives and reserves included in our consolidated balance sheets as of December 31, 2022 and June 30, 2023:
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2022$18,976 $— $18,976 
  Restructuring charges16,725 1,129 17,854 
  Cash payments(26,906)(310)(27,216)
  Settled non-cash— (819)(819)
  Accrual adjustments(1)
(122)— (122)
Balance, June 30, 2023$8,673 $— $8,673 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,470,813
Foreign currency translation (1,406)
Balance, end of period 1,469,407
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,188,076
Foreign currency translation (1,853)
Balance, end of period 1,186,223
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 206,189
Foreign currency translation 224
Balance, end of period 206,413
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 76,548
Foreign currency translation 223
Balance, end of period $ 76,771
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Finite-lived intangibles    
Accumulated Amortization $ (117,087) $ (106,932)
Finite-lived intangible assets, net 43,991  
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Total intangibles, Cost 169,678 170,958
Total intangibles, Net 52,591 64,026
Trademarks    
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 161,078 162,358
Accumulated Amortization (117,087) (106,932)
Finite-lived intangible assets, net $ 43,991 $ 55,426
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 5,773 $ 5,957 $ 11,588 $ 11,991
v3.23.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Estimated amortization expense  
Remainder of 2023 $ 9,071
2024 12,654
2025 11,265
2026 8,982
2027 1,811
Thereafter 208
Finite-lived intangible assets, net 43,991
NAST  
Estimated amortization expense  
Remainder of 2023 4,042
2024 8,008
2025 7,857
2026 7,857
2027 1,310
Thereafter 0
Global Forwarding  
Estimated amortization expense  
Remainder of 2023 4,482
2024 3,552
2025 2,314
2026 377
2027 0
Thereafter 0
All Other and Corporate  
Estimated amortization expense  
Remainder of 2023 547
2024 1,094
2025 1,094
2026 748
2027 501
Thereafter $ 208
v3.23.2
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.23.2
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Total debt $ 1,736,358 $ 1,973,704
Less: Current maturities and short-term borrowing (815,863) (1,053,655)
Long-term debt $ 920,495 $ 920,049
Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 6.22% 0.00%
Total debt $ 141,000 $ 0
364 Credit Agreement | Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 0.00% 5.12%
Total debt $ 0 $ 379,000
Senior Notes, Series A | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.97% 3.97%
Total debt $ 175,000 $ 175,000
Senior Notes, Series B | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes, Series C | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Receivables securitization facility | Secured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 5.87% 5.01%
Total debt $ 499,863 $ 499,655
Senior Notes | Unsecured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 595,495 $ 595,049
v3.23.2
FINANCING ARRANGEMENTS - Narrative (Details)
6 Months Ended
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Feb. 01, 2022
USD ($)
Dec. 31, 2021
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]          
Long-term debt $ 1,736,358,000 $ 1,973,704,000      
Revolving credit facility | Line of credit          
Debt Instrument [Line Items]          
Maximum leverage ratio 3.75        
Long-term debt $ 141,000,000 0      
US Bank | Standby letters of credit          
Debt Instrument [Line Items]          
Current funding 9,900,000        
US Bank | Line of credit          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 15,000,000        
Credit Agreement | Revolving credit facility | Minimum | SOFR          
Debt Instrument [Line Items]          
Basis spread on variable rate (percent) 0.10%        
Credit Agreement | Revolving credit facility | Minimum | Credit Spread Adjustment          
Debt Instrument [Line Items]          
Basis spread on variable rate (percent) 1.00%        
Credit Agreement | Revolving credit facility | Line of credit          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 1,000,000,000        
Credit Agreement | Revolving credit facility | Line of credit | Federal Funds Rate          
Debt Instrument [Line Items]          
Basis spread on variable rate (percent) 0.50%        
Credit Agreement | Revolving credit facility | Line of credit | Minimum          
Debt Instrument [Line Items]          
Commitment fee (percent) 0.07%        
Credit Agreement | Revolving credit facility | Line of credit | Maximum          
Debt Instrument [Line Items]          
Commitment fee (percent) 0.15%        
364 Credit Agreement | Revolving credit facility          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 500,000,000        
Note Purchase Agreement | Senior notes          
Debt Instrument [Line Items]          
Maximum leverage ratio 3.50        
Minimum interest coverage ratio 2.00        
Debt instrument principal amount         $ 500,000,000
Long-term debt, fair value $ 472,400,000        
Maximum priority debt to total assets ratio (percent) 10.00%        
Debt instrument, redemption price (percent) 100.00%        
Receivables securitization facility | Secured debt          
Debt Instrument [Line Items]          
Long-term debt $ 499,863,000 499,655,000      
Receivables securitization facility | Secured debt | Wells Fargo Bank N.A. and Bank of America N.A.          
Debt Instrument [Line Items]          
Maximum borrowing capacity 500,000,000     $ 300,000,000  
Current funding     $ 500,000,000    
Senior Notes Due 2028 | Unsecured debt          
Debt Instrument [Line Items]          
Long-term debt, fair value $ 575,900,000        
Debt instrument, redemption price (percent) 101.00%        
Debt instrument, annual interest rate (percent) 4.20%        
Debt instrument, effective yield (percent) 4.39%        
Long-term debt $ 595,495,000 $ 595,049,000      
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) 25.00%        
v3.23.2
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Effective Income Tax Rate Reconciliation        
Federal statutory rate 21.00% 21.00% 21.00% 21.00%
State income taxes, net of federal benefit 2.40% 2.00% 2.30% 1.70%
Share based payment awards (0.90%) (0.60%) (3.10%) (0.90%)
Foreign tax credits (6.20%) (1.40%) (3.30%) (1.10%)
Other U.S. tax credits and incentives (3.90%) (0.30%) (3.90%) (1.00%)
Foreign 0.60% (0.50%) (0.30%) (0.50%)
Other 1.90% 1.10% 1.40% 0.80%
Effective income tax rate 14.90% 21.30% 14.10% 20.00%
v3.23.2
INCOME TAXES - Narrative (Details)
$ in Millions
6 Months Ended
Jun. 30, 2023
USD ($)
Income Tax Disclosure [Abstract]  
Estimated income tax expense on repatriated foreign earnings $ 2.0
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized 43.3
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 1.3
v3.23.2
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 6,035 $ 27,929 $ 21,642 $ 52,535
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 2,242 3,263 4,460 6,482
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 2,980 23,887 14,992 43,950
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 813 $ 779 $ 2,190 $ 2,103
v3.23.2
STOCK AWARD PLANS - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Feb. 28, 2023
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
May 05, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Maximum shares that can be granted under stock plan (shares)           4,261,884
Shares available for stock awards (shares)   3,283,750   3,283,750    
Stock-based compensation expense   $ 6,035,000 $ 27,929,000 $ 21,642,000 $ 52,535,000  
Stock options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense   8,900,000   8,900,000    
Stock-based compensation expense   2,242,000 $ 3,263,000 4,460,000 $ 6,482,000  
Stock awards            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense   242,700,000   $ 242,700,000    
Stock awards | Minimum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Discount on outstanding grants (percent)       11.00%    
Stock awards | Maximum            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Discount on outstanding grants (percent)       24.00%    
Performance-based restricted shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period         5 years  
Performance-based restricted stock units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock awards granted (shares) 272,455          
Weighted average grant date fair value (in dollars per share) $ 92.15          
Award vesting period       3 years    
Upside opportunity upon achievement of targets (percent)       200.00%    
Time-based restricted stock units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock awards granted (shares) 688,341          
Weighted average grant date fair value (in dollars per share) $ 92.74          
Award vesting period       3 years 5 years  
1997 Employee Stock Purchase Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Maximum employee contribution to purchase company stock   $ 10,000   $ 10,000    
Discount rate used to determine the purchase price       15.00%    
v3.23.2
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 57,425      
Aggregate cost to employees $ 4,605      
Expense recognized by the company 6,035 $ 27,929 $ 21,642 $ 52,535
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 813 $ 779 $ 2,190 $ 2,103
v3.23.2
SEGMENT REPORTING - Narrative (Details)
6 Months Ended
Jun. 30, 2023
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.23.2
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
employee
Jun. 30, 2022
USD ($)
employee
Jun. 30, 2023
USD ($)
employee
Jun. 30, 2022
USD ($)
employee
Dec. 31, 2022
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 4,421,856 $ 6,798,475 $ 9,033,526 $ 13,614,428  
Income (loss) from operations 132,623 469,665 293,656 815,139  
Depreciation and amortization 25,975 23,262 50,355 45,748  
Total assets $ 5,405,261 $ 7,457,439 $ 5,405,261 $ 7,457,439 $ 5,954,564
Average headcount (employee) | employee 16,085 17,893 16,523 17,554  
NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 3,079,268 $ 4,147,046 $ 6,383,455 $ 8,261,935  
Income (loss) from operations 117,859 276,499 251,881 458,853  
Depreciation and amortization 5,856 6,123 11,507 12,362  
Total assets $ 3,106,092 $ 3,688,215 $ 3,106,092 $ 3,688,215  
Average headcount (employee) | employee 6,497 7,552 6,713 7,442  
Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 779,867 $ 2,093,190 $ 1,569,845 $ 4,287,587  
Income (loss) from operations 29,647 167,557 59,763 335,195  
Depreciation and amortization 5,484 5,471 10,964 11,026  
Total assets $ 1,149,091 $ 2,851,114 $ 1,149,091 $ 2,851,114  
Average headcount (employee) | employee 5,225 5,759 5,356 5,690  
All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 562,721 $ 558,239 $ 1,080,226 $ 1,064,906  
Income (loss) from operations (14,883) 25,609 (17,988) 21,091  
Depreciation and amortization 14,635 11,668 27,884 22,360  
Total assets $ 1,150,078 $ 918,110 $ 1,150,078 $ 918,110  
Average headcount (employee) | employee 4,363 4,582 4,454 4,422  
v3.23.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]        
Total revenues $ 4,421,856 $ 6,798,475 $ 9,033,526 $ 13,614,428
NAST        
Disaggregation of Revenue [Line Items]        
Total revenues 3,079,268 4,147,046 6,383,455 8,261,935
Global Forwarding        
Disaggregation of Revenue [Line Items]        
Total revenues 779,867 2,093,190 1,569,845 4,287,587
All Other and Corporate        
Disaggregation of Revenue [Line Items]        
Total revenues 562,721 558,239 1,080,226 1,064,906
Transportation and logistics services        
Disaggregation of Revenue [Line Items]        
Total revenues 4,084,827 6,465,642 8,412,792 12,993,993
Transportation and logistics services | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 4,084,827 6,465,642 8,412,792 12,993,993
Transportation and logistics services | NAST | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 3,079,268 4,147,046 6,383,455 8,261,935
Transportation and logistics services | Global Forwarding | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 779,867 2,093,190 1,569,845 4,287,587
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 225,692 225,406 459,492 444,471
Sourcing        
Disaggregation of Revenue [Line Items]        
Total revenues 337,029 332,833 620,734 620,435
Sourcing | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 337,029 332,833 620,734 620,435
Sourcing | NAST | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | Global Forwarding | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | All Other and Corporate | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues $ 337,029 $ 332,833 $ 620,734 $ 620,435
v3.23.2
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Lease Costs          
Operating lease expense $ 24,773 $ 23,082 $ 49,426 $ 44,727  
Short-term lease expense 1,486 1,137 2,900 3,597  
Total lease expense $ 26,259 $ 24,219 52,326 48,324  
Other Lease Information          
Operating cash flows from operating leases     47,360 43,937  
Right-of-use lease assets obtained in exchange for new lease liabilities     $ 14,204 $ 87,554  
Lease Term and Discount Rate          
Weighted average remaining lease term (in years) 6 years 2 months 12 days   6 years 2 months 12 days   6 years 4 months 24 days
Weighted average discount rate (percent) 3.60%   3.60%   3.50%
v3.23.2
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Maturities of lease liabilities  
Remaining 2023 $ 39,817
2024 82,873
2025 67,812
2026 55,842
2027 44,317
Thereafter 116,071
Total lease payments 406,732
Less: Interest (45,549)
Present value of lease liabilities $ 361,183
v3.23.2
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 28,749
Provision (8,124)
Write-offs (6,164)
Allowance for credit loss, ending balance $ 14,461
v3.23.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Stockholders' Equity Note [Abstract]          
Accumulated other comprehensive loss $ 92,919   $ 92,919   $ 88,860
Other comprehensive income (loss) $ (6,536) $ (33,596) $ (4,059) $ (26,726)  
v3.23.2
RESTRUCTURING - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Dec. 31, 2023
Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 14,132   $ 17,854
Payments for restructuring     27,216
Other Selling, General, and Administrative Expenses      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 1,005   1,129
Payments for restructuring     310
Severance And Other Operating Expenses      
Restructuring Cost and Reserve [Line Items]      
Payments for restructuring 12,000    
Employee Severance      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 11,681   14,819
Employee Severance | Personnel Expenses      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 13,127   16,725
Employee Severance | Personnel Expenses | NAST      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 327   1,156
Employee Severance | Personnel Expenses | Global Forwarding      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 691   2,229
Employee Severance | Personnel Expenses | All Other and Corporate      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 12,109   13,340
Employee Severance | Other Selling, General, and Administrative Expenses      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 1,005   1,129
Employee Severance | Other Selling, General, and Administrative Expenses | NAST      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 4   4
Employee Severance | Other Selling, General, and Administrative Expenses | Global Forwarding      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 39   163
Employee Severance | Other Selling, General, and Administrative Expenses | All Other and Corporate      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 962   $ 962
Forecast      
Restructuring Cost and Reserve [Line Items]      
Payments for restructuring   $ 8,700  
v3.23.2
RESTRUCTURING - Restructuring Charges by Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 14,132 $ 17,854
Other Expense    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 1,446 1,906
Other Selling, General, and Administrative Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 1,005 1,129
Employee Severance    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 11,681 14,819
Employee Severance | Personnel Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 13,127 16,725
Employee Severance | Other Selling, General, and Administrative Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 1,005 1,129
Employee Severance | NAST | Personnel Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 327 1,156
Employee Severance | NAST | Other Selling, General, and Administrative Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 4 4
Employee Severance | Global Forwarding | Personnel Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 691 2,229
Employee Severance | Global Forwarding | Other Selling, General, and Administrative Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 39 163
Employee Severance | All Other and Corporate | Personnel Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 12,109 13,340
Employee Severance | All Other and Corporate | Other Selling, General, and Administrative Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 962 $ 962
v3.23.2
RESTRUCTURING - Reserve (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]      
Balance, December 31, 2022 $ 8,673 $ 8,673 $ 18,976
Restructuring charges 14,132 17,854  
Cash payments   (27,216)  
Settled non-cash   (819)  
Accrual adjustments   (122)  
Balance, June 30, 2023 (8,673) (8,673) (18,976)
Accrued Severance and Other Personnel Expenses      
Restructuring Cost and Reserve [Line Items]      
Balance, December 31, 2022 8,673 8,673 18,976
Restructuring charges   16,725  
Cash payments   (26,906)  
Settled non-cash   0  
Accrual adjustments   (122)  
Balance, June 30, 2023 (8,673) (8,673) (18,976)
Other Selling, General, and Administrative Expenses      
Restructuring Cost and Reserve [Line Items]      
Balance, December 31, 2022 0 0 0
Restructuring charges 1,005 1,129  
Cash payments   (310)  
Settled non-cash   (819)  
Accrual adjustments   0  
Balance, June 30, 2023 $ 0 $ 0 $ 0