C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 4/30/2021
Quarterly Report
v3.21.1
Cover - shares
3 Months Ended
Mar. 31, 2021
Apr. 28, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2021  
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 2021  
Document Fiscal Period Focus Q1  
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, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   132,988,670
v3.21.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 217,611 $ 243,796
Receivables, net of allowance for credit loss of $35,103 and $38,113 2,874,463 2,449,577
Contract assets, net of allowance for credit loss 240,488 197,176
Prepaid expenses and other 77,547 51,152
Total current assets 3,410,109 2,941,701
Property and equipment, net of accumulated depreciation and amortization 174,119 178,949
Goodwill 1,483,560 1,487,187
Other intangible assets, net of accumulated amortization 105,969 113,910
Right-of-use lease assets 313,463 319,785
Deferred tax assets 24,572 18,640
Other assets 84,831 84,086
Total assets 5,596,623 5,144,258
Current liabilities:    
Accounts payable 1,399,464 1,195,099
Outstanding checks 76,241 88,265
Accrued expenses:    
Compensation 110,003 138,460
Transportation expense 177,618 153,574
Income taxes 71,056 43,700
Other accrued liabilities 150,337 154,460
Current lease liabilities 66,188 66,174
Current portion of debt 250,000 0
Total current liabilities 2,300,907 1,839,732
Long-term debt 1,093,517 1,093,301
Noncurrent lease liabilities 262,559 268,572
Noncurrent income taxes payable 24,682 26,015
Deferred tax liabilities 32,236 22,182
Other long-term liabilities 14,535 14,523
Total liabilities 3,728,436 3,264,325
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; 179,206 and 179,232 shares issued, 133,243 and 134,298 outstanding 13,324 13,430
Additional paid-in capital 568,209 566,022
Retained earnings 4,476,532 4,372,833
Accumulated other comprehensive loss (53,284) (45,998)
Treasury stock at cost (45,963 and 44,934 shares) (3,136,594) (3,026,354)
Total stockholders’ investment 1,868,187 1,879,933
Total liabilities and stockholders’ investment $ 5,596,623 $ 5,144,258
v3.21.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 35,103 $ 38,113
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) 179,206,000 179,232,000
Common stock, outstanding (shares) 133,243,000 134,298,000
Treasury stock (shares) 45,963,000 44,934,000
v3.21.1
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Revenues:    
Total revenues $ 4,803,869 $ 3,805,008
Costs and expenses:    
Personnel expenses 360,835 330,220
Other selling, general, and administrative expenses 118,216 128,293
Total costs and expenses 4,580,540 3,695,568
Income from operations 223,329 109,440
Interest and other expense (11,260) (15,228)
Income before provision for income taxes 212,069 94,212
Provision for income taxes 38,764 16,066
Net income 173,305 78,146
Other comprehensive loss, net of tax (7,286) (32,195)
Comprehensive income $ 166,019 $ 45,951
Basic net income per share (in dollars per share) $ 1.29 $ 0.58
Diluted net income per share (in dollars per share) $ 1.28 $ 0.57
Basic weighted average shares outstanding (shares) 134,508 135,474
Dilutive effect of outstanding stock awards (shares) 1,237 495
Diluted weighted average shares outstanding (shares) 135,745 135,969
Transportation    
Revenues:    
Total revenues $ 4,560,227 $ 3,542,118
Costs and expenses:    
Purchased products and services 3,881,285 3,000,113
Sourcing    
Revenues:    
Total revenues 243,642 262,890
Costs and expenses:    
Purchased products and services $ 220,204 $ 236,942
v3.21.1
Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ 1,879,933 $ 1,670,730
Net income 173,305 78,146
Foreign currency adjustments, net of tax (7,286) (32,195)
Dividends declared (69,606) (69,871)
Stock issued for employee benefit plans (3,003) (2,526)
Issuance of restricted stock, net of forfeitures 0  
Issuance of restricted stock, net of forfeitures   0
Stock-based compensation expense 23,989 11,397
Repurchase of common stock (129,145) (68,563)
Ending balance $ 1,868,187 $ 1,587,118
Dividends declared, per share (in dollars per share) $ 0.51 $ 0.51
Common Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (in shares) 134,298 134,895
Beginning balance $ 13,430 $ 13,490
Stock issued for employee benefit plans (in shares) 357 343
Stock issued for employee benefit plans $ 36 $ 34
Issuance of restricted stock, net of forfeitures (in shares) (26)  
Issuance of restricted stock, net of forfeitures $ (3)  
Issuance of restricted stock, net of forfeitures (in shares)   321
Issuance of restricted stock, net of forfeitures   $ 32
Stock-based compensation expense (in shares) 0 0
Stock-based compensation expense $ 0 $ 0
Repurchase of common stock (in shares) (1,386) (973)
Repurchase of common stock $ (139) $ (97)
Ending balance (in shares) 133,243 134,586
Ending balance $ 13,324 $ 13,459
Additional Paid-in Capital    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 566,022 546,646
Stock issued for employee benefit plans (21,805) (24,192)
Issuance of restricted stock, net of forfeitures 3  
Issuance of restricted stock, net of forfeitures   (32)
Stock-based compensation expense 23,989 11,397
Ending balance 568,209 533,819
Retained Earnings    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 4,372,833 4,144,834
Net income 173,305 78,146
Dividends declared (69,606) (69,871)
Ending balance 4,476,532 4,153,109
Accumulated Other Comprehensive Loss    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (45,998) (76,149)
Foreign currency adjustments, net of tax (7,286) (32,195)
Ending balance (53,284) (108,344)
Treasury Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (3,026,354) (2,958,091)
Stock issued for employee benefit plans 18,766 21,632
Stock-based compensation expense 0 0
Repurchase of common stock (129,006) (68,466)
Ending balance $ (3,136,594) $ (3,004,925)
v3.21.1
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]    
Dividends declared, per share (in dollars per share) $ 0.51 $ 0.51
v3.21.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
OPERATING ACTIVITIES    
Net income $ 173,305 $ 78,146
Adjustments to reconcile net income to net cash (used for) provided by operating activities:    
Depreciation and amortization 23,278 24,393
Provision for credit losses (1,250) 5,675
Stock-based compensation 23,989 11,397
Deferred income taxes 3,869 1,622
Excess tax benefit on stock-based compensation (7,853) (3,737)
Other operating activities 488 788
Changes in operating elements, net of acquisitions:    
Receivables (437,862) (133,142)
Contract assets (43,495) 8,713
Prepaid expenses and other (26,692) (11,038)
Accounts payable and outstanding checks 206,237 98,946
Accrued compensation (27,977) (23,879)
Accrued transportation expense 24,044 (7,294)
Accrued income taxes 34,087 5,196
Other accrued liabilities (1,959) 1,829
Other assets and liabilities 1,099 884
Net cash (used for) provided by operating activities (56,692) 58,499
INVESTING ACTIVITIES    
Purchases of property and equipment (5,435) (7,841)
Purchases and development of software (8,071) (6,862)
Acquisitions, net of cash acquired 0 (223,617)
Net cash used for investing activities (13,506) (238,320)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 17,709 11,269
Stock tendered for payment of withholding taxes (20,712) (13,795)
Repurchase of common stock (130,204) (68,563)
Cash dividends (70,030) (69,871)
Proceeds from short-term borrowings 816,000 765,600
Payments on short-term borrowings (566,000) (587,600)
Net cash provided by financing activities 46,763 37,040
Effect of exchange rates on cash and cash equivalents (2,750) (10,505)
Net change in cash and cash equivalents (26,185) (153,286)
Cash and cash equivalents, beginning of period 243,796 447,858
Cash and cash equivalents, end of period $ 217,611 $ 294,572
v3.21.1
BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2020.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. As of March 31, 2021 the Company has not utilized any of the expedients discussed within this ASU. We will continue to assess our agreements to determine if LIBOR is included and if the expedients will be utilized during the allowed period through December 31, 2022.
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, 2020, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS
3 Months Ended
Mar. 31, 2021
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, 2020$1,203,972 $213,982 $69,233 $1,487,187 
Acquisitions243 — — 243 
Translation(1,974)(1,386)(510)(3,870)
Balance March 31, 2021$1,202,241 $212,596 $68,723 $1,483,560 

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”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the impacts of the novel coronavirus
(“COVID-19”) on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of March 31, 2021.
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2021December 31, 2020
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$170,223 $(72,854)$97,369 $171,684 $(67,312)$104,372 
Trademarks— — — 1,875 (937)938 
Total finite-lived intangibles170,223 (72,854)97,369 173,559 (68,249)105,310 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$178,823 $(72,854)$105,969 $182,159 $(68,249)$113,910 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20212020
Amortization expense$7,086 $8,376 
Finite-lived intangible assets, by reportable segment, as of March 31, 2021, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2021$6,132 $11,687 $479 $18,298 
20228,096 15,582 639 24,317 
20238,096 12,787 639 21,522 
20247,944 3,815 639 12,398 
20257,857 2,500 639 10,996 
Thereafter9,167 406 265 9,838 
Total$97,369 
v3.21.1
FAIR VALUE MEASUREMENT
3 Months Ended
Mar. 31, 2021
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 March 31, 2021 and December 31, 2020. There were no transfers between levels during the period.
v3.21.1
FINANCING ARRANGEMENTS
3 Months Ended
Mar. 31, 2021
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
March 31, 2021December 31, 2020MaturityMarch 31, 2021December 31, 2020
Revolving credit facility1.21 %— %October 2023$250,000 $— 
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 
Senior Notes (1)
4.20 %4.20 %April 2028593,517 593,301 
Total debt1,343,517 1,093,301 
Less: Current maturities and short-term borrowing(250,000)— 
Long-term debt$1,093,517 $1,093,301 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the "Credit Agreement") with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of applicable LIBOR plus 1.13 percent). In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. 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 $544.6 million at March 31, 2021.
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.
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 $677.3 million as of March 31, 2021, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $593.5 million as of March 31, 2021.
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 US Bank of which $8 million is currently utilized for standby letters of credit related to insurance collateral as of March 31, 2021. These standby letters of credit are renewed annually and were undrawn as of March 31, 2021.
We estimate the fair value of our financing arrangements 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 risk. These are considered Level 2 financial liabilities.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
We had a receivables securitization facility (the “Receivables Securitization Facility”) that expired on December 17, 2020 and was not renewed. The Receivables Securitization Facility was based on the securitization of certain of our U.S. trade accounts receivable and provided funding of up to $250 million. The trade accounts receivable under the facility were owned by C.H. Robinson Receivables LLC and were not available to the creditors of C.H. Robinson Worldwide, Inc., and our subsidiaries. The interest rate on borrowings under the Receivables Securitization Facility was based on one-month LIBOR plus 0.65 percent. There was also a commitment fee we were required to pay on any unused portion of the facility.
v3.21.1
INCOME TAXES
3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Our effective tax rate for the three months ended March 31, 2021 and 2020 was 18.3 percent and 17.1 percent, respectively. The effective income tax rate for the three months ended March 31, 2021 was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, which reduced the effective tax rate by 3.2 percentage points. Taxes on foreign earnings also contributed to a lower federal income tax rate, reducing our effective tax rate in the three months ended March 31, 2021 by 1.7 percentage points. These impacts were partially offset by state income tax expense, which increased the effective income tax rate. For the three months ended March 31, 2020, our effective tax rate was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, which reduced the effective tax rate by 3.6 percentage points, and foreign tax impacts but were partially offset by state income tax expense, which increased the effective tax rate.

We have asserted that the unremitted earnings of a limited number of our foreign subsidiaries are permanently reinvested to support expansion of our international business. If we repatriated all foreign earnings that are considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of March 31, 2021.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allows for a deferral of the employer share of federal payroll taxes otherwise due through December 31, 2020. 50 percent of the deferred amount is due December 31, 2021 and the remaining 50 percent is due December 31, 2022. This provision allows us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provides for a tax credit related to wages and health benefits provided to an employee whose work from March 17, 2020 through June 30, 2021 was impacted by COVID-19. The Consolidated Appropriations Act signed into law on December 27, 2020, extended the tax credit through June 30, 2021, and increased the maximum credit per employee from $5,000 per year in 2020 to $7,000 per quarter in 2021. Through March 31, 2021, we have recognized a payroll deferral and tax credit of $28.5 million and $0.7 million, respectively, under the CARES Act and The Consolidated Appropriations Act. We will continue evaluating the impact of both acts over the remainder of 2021.As of March 31, 2021, we have $41.8 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 $2.6 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 2014. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
v3.21.1
STOCK AWARD PLANS
3 Months Ended
Mar. 31, 2021
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 March 31,
20212020
Stock options$3,967 $5,013 
Stock awards18,948 5,403 
Company expense on ESPP discount1,074 981 
Total stock-based compensation expense$23,989 $11,397 

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 1,782,168 shares were available for stock awards under the plan as of March 31, 2021. 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 stock options to certain key employees through 2020. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of March 31, 2021, unrecognized compensation expense related to stock options was $38.8 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
Stock Awards - We have awarded performance-based restricted shares through 2020. We have also awarded performance-based 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 based on our earnings and adjusted gross profit 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 12 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. Differences in post-holding restrictions, 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 granted 280,255 performance-based restricted stock units and 619,689 time-based restricted stock units on February 3, 2021. The performance-based and time-based awards had a weighted average grant date fair value of $74.76 and $71.28, respectively, and are eligible to vest over a three-year period with a first vesting date of December 31, 2021. The performance-based awards vest based on our earnings and adjusted gross profit growth and include an upside opportunity of 200% upon attaining established earnings and adjusted gross profit growth targets.
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 March 31, 2021, there was unrecognized compensation expense of $157.0 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 and adjusted gross profit growth, and certain other conditions.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan ("ESPP") allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. 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 March 31, 2021
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
75,029 $6,086 $1,074 
v3.21.1
LITIGATION
3 Months Ended
Mar. 31, 2021
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 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.
v3.21.1
ACQUISITIONS
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Prime Distribution Services
On March 2, 2020, we acquired all of the outstanding shares of Prime Distribution Services (“Prime Distribution”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. This acquisition adds scale and value-added warehouse capabilities to our retail consolidation platform, adding to our global suite of services.
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
Current assets$8,879 
Property and equipment7,356 
Right-of-use lease assets35,017 
Other intangible assets55,000 
Goodwill176,727 
Total assets282,979 
Current liabilities12,243 
Lease liabilities35,017 
Deferred tax liabilities13,001 
Net assets acquired$222,718 

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000 
There was $176.7 million of goodwill recorded related to the acquisition of Prime Distribution. The Prime Distribution goodwill is a result of acquiring and retaining the Prime Distribution workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the North American Surface Transportation segment in our consolidated financial statements since March 1, 2020.
v3.21.1
SEGMENT REPORTING
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. 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 months ended March 31, 2021 and 2020, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2021
Total revenues$3,211,423 $1,156,039 $436,407 $4,803,869 
Income (loss) from operations136,784 90,589 (4,044)223,329 
Depreciation and amortization6,625 5,649 11,004 23,278 
Total assets(1)
3,218,084 1,582,967 795,572 5,596,623 
Average headcount6,537 4,735 3,725 14,997 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2020
Total revenues$2,823,745 $530,384 $450,879 $3,805,008 
Income (loss) from operations98,526 11,959 (1,045)109,440 
Depreciation and amortization5,254 9,149 9,990 24,393 
Total assets(1)
2,942,719 934,625 970,976 4,848,320 
Average headcount7,038 4,824 3,588 15,450 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.21.1
REVENUE FROM CONTRACTS WITH CUSTOMERS
3 Months Ended
Mar. 31, 2021
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 months ended March 31, 2021 and 2020 (in thousands):
Three Months Ended March 31, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,211,423 $1,156,039 $192,765 $4,560,227 
Sourcing(2)
— — 243,642 243,642 
Total$3,211,423 $1,156,039 $436,407 $4,803,869 
Three Months Ended March 31, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,823,745 $530,384 $187,989 $3,542,118 
Sourcing(2)
— — 262,890 262,890 
Total$2,823,745 $530,384 $450,879 $3,805,008 
____________________________________________
(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 March 31, 2021, and revenue recognized in the three months ended March 31, 2021 and 2020 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.
v3.21.1
LEASES
3 Months Ended
Mar. 31, 2021
Leases [Abstract]  
LEASES LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and 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. 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.

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 March 31, 2021.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of March 31, 2021, and for the three months ended March 31, 2021 (dollars in thousands):

Three Months Ended March 31,
Lease Costs20212020
Operating lease expense$21,562 $19,974 
Short-term lease expense1,601 2,572 
Total lease expense$23,163 $22,546 

Three Months Ended March 31,
Other Lease Information20212020
Operating cash flows from operating leases$21,114 $19,112 
Right-of-use lease assets obtained in exchange for new lease liabilities15,253 60,281 

Lease Term and Discount RateAs of March 31, 2021
Weighted average remaining lease term (in years)(1)
6.7
Weighted average discount rate3.1 %
____________________________________________
(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 4.6 years.
The maturities of lease liabilities as of March 31, 2021, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2021$55,864 
202273,152 
202360,689 
202441,169 
202531,071 
Thereafter107,345 
Total lease payments369,290 
Less: Interest(40,543)
Present value of lease liabilities$328,747 
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.
v3.21.1
ALLOWANCE FOR CREDIT LOSSES
3 Months Ended
Mar. 31, 2021
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, and our customers' credit ratings, in addition to other customer specific factors. We have also assessed the current macroeconomic environment, including the impact of COVID-19, to determine our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the three months ended March 31, 2021:
Balance, December 31, 2020$38,113 
Provision(1,434)
Write-offs(1,576)
Balance, March 31, 2021$35,103 
Recoveries of amounts previously written off were not significant for the three months ended March 31, 2021.
v3.21.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSSAccumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance at March 31, 2021 and December 31, 2020, was $53.3 million and $46.0 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency adjustments, net of related income tax effects at March 31, 2021 and December 31, 2020. Other comprehensive loss was $7.3 million and $32.2 million for the three months ended March 31, 2021 and 2020, respectively. Other comprehensive loss consisted of foreign currency adjustments, including foreign currency translation, net of related income tax effects of $1.0 million and $1.5 million for the three months ended March 31, 2021 and 2020, respectively.
v3.21.1
BASIS OF PRESENTATION (Policies)
3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2020.
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. As of March 31, 2021 the Company has not utilized any of the expedients discussed within this ASU. We will continue to assess our agreements to determine if LIBOR is included and if the expedients will be utilized during the allowed period through December 31, 2022.
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”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the impacts of the novel coronavirus (“COVID-19”) on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of March 31, 2021.
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.
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
3 Months Ended
Mar. 31, 2021
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, 2020$1,203,972 $213,982 $69,233 $1,487,187 
Acquisitions243 — — 243 
Translation(1,974)(1,386)(510)(3,870)
Balance March 31, 2021$1,202,241 $212,596 $68,723 $1,483,560 
Schedule of Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2021December 31, 2020
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$170,223 $(72,854)$97,369 $171,684 $(67,312)$104,372 
Trademarks— — — 1,875 (937)938 
Total finite-lived intangibles170,223 (72,854)97,369 173,559 (68,249)105,310 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$178,823 $(72,854)$105,969 $182,159 $(68,249)$113,910 
Schedule of Amortization Expense
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20212020
Amortization expense$7,086 $8,376 
Schedule of Future Amortization of Finite-Lived Intangible Assets
Finite-lived intangible assets, by reportable segment, as of March 31, 2021, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2021$6,132 $11,687 $479 $18,298 
20228,096 15,582 639 24,317 
20238,096 12,787 639 21,522 
20247,944 3,815 639 12,398 
20257,857 2,500 639 10,996 
Thereafter9,167 406 265 9,838 
Total$97,369 
v3.21.1
FINANCING ARRANGEMENTS (Tables)
3 Months Ended
Mar. 31, 2021
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
March 31, 2021December 31, 2020MaturityMarch 31, 2021December 31, 2020
Revolving credit facility1.21 %— %October 2023$250,000 $— 
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 
Senior Notes (1)
4.20 %4.20 %April 2028593,517 593,301 
Total debt1,343,517 1,093,301 
Less: Current maturities and short-term borrowing(250,000)— 
Long-term debt$1,093,517 $1,093,301 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.21.1
STOCK AWARD PLANS (Tables)
3 Months Ended
Mar. 31, 2021
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 March 31,
20212020
Stock options$3,967 $5,013 
Stock awards18,948 5,403 
Company expense on ESPP discount1,074 981 
Total stock-based compensation expense$23,989 $11,397 
Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended March 31, 2021
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
75,029 $6,086 $1,074 
v3.21.1
ACQUISITIONS (Tables) - Prime Distribution
3 Months Ended
Mar. 31, 2021
Business Acquisition [Line Items]  
Schedule of Allocation of Purchase Consideration to Estimated Fair Value of Net Assets
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
Current assets$8,879 
Property and equipment7,356 
Right-of-use lease assets35,017 
Other intangible assets55,000 
Goodwill176,727 
Total assets282,979 
Current liabilities12,243 
Lease liabilities35,017 
Deferred tax liabilities13,001 
Net assets acquired$222,718 
Schedule of Identifiable Intangible Assets and Estimated Useful Lives
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000 
v3.21.1
SEGMENT REPORTING (Tables)
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information as of, and for the three months ended March 31, 2021 and 2020, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2021
Total revenues$3,211,423 $1,156,039 $436,407 $4,803,869 
Income (loss) from operations136,784 90,589 (4,044)223,329 
Depreciation and amortization6,625 5,649 11,004 23,278 
Total assets(1)
3,218,084 1,582,967 795,572 5,596,623 
Average headcount6,537 4,735 3,725 14,997 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2020
Total revenues$2,823,745 $530,384 $450,879 $3,805,008 
Income (loss) from operations98,526 11,959 (1,045)109,440 
Depreciation and amortization5,254 9,149 9,990 24,393 
Total assets(1)
2,942,719 934,625 970,976 4,848,320 
Average headcount7,038 4,824 3,588 15,450 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.21.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
3 Months Ended
Mar. 31, 2021
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 months ended March 31, 2021 and 2020 (in thousands):
Three Months Ended March 31, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,211,423 $1,156,039 $192,765 $4,560,227 
Sourcing(2)
— — 243,642 243,642 
Total$3,211,423 $1,156,039 $436,407 $4,803,869 
Three Months Ended March 31, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,823,745 $530,384 $187,989 $3,542,118 
Sourcing(2)
— — 262,890 262,890 
Total$2,823,745 $530,384 $450,879 $3,805,008 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.21.1
LEASES (Tables)
3 Months Ended
Mar. 31, 2021
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 March 31, 2021, and for the three months ended March 31, 2021 (dollars in thousands):

Three Months Ended March 31,
Lease Costs20212020
Operating lease expense$21,562 $19,974 
Short-term lease expense1,601 2,572 
Total lease expense$23,163 $22,546 

Three Months Ended March 31,
Other Lease Information20212020
Operating cash flows from operating leases$21,114 $19,112 
Right-of-use lease assets obtained in exchange for new lease liabilities15,253 60,281 

Lease Term and Discount RateAs of March 31, 2021
Weighted average remaining lease term (in years)(1)
6.7
Weighted average discount rate3.1 %
____________________________________________
(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 4.6 years.
Schedule of Maturity of Lease Liabilities
The maturities of lease liabilities as of March 31, 2021, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2021$55,864 
202273,152 
202360,689 
202441,169 
202531,071 
Thereafter107,345 
Total lease payments369,290 
Less: Interest(40,543)
Present value of lease liabilities$328,747 
v3.21.1
ALLOWANCE FOR CREDIT LOSSES (Tables)
3 Months Ended
Mar. 31, 2021
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the three months ended March 31, 2021:
Balance, December 31, 2020$38,113 
Provision(1,434)
Write-offs(1,576)
Balance, March 31, 2021$35,103 
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2021
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,487,187
Acquisitions 243
Translation (3,870)
Balance, end of period 1,483,560
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,203,972
Acquisitions 243
Translation (1,974)
Balance, end of period 1,202,241
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 213,982
Acquisitions 0
Translation (1,386)
Balance, end of period 212,596
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 69,233
Acquisitions 0
Translation (510)
Balance, end of period $ 68,723
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Finite-lived intangibles    
Finite-lived intangibles, Cost $ 170,223 $ 173,559
Accumulated Amortization (72,854) (68,249)
Finite-lived intangible assets, net 97,369 105,310
Indefinite-lived intangibles    
Total intangibles, Cost 178,823 182,159
Total intangibles, Net 105,969 113,910
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 170,223 171,684
Accumulated Amortization (72,854) (67,312)
Finite-lived intangible assets, net 97,369 104,372
Trademarks    
Finite-lived intangibles    
Finite-lived intangibles, Cost 0 1,875
Accumulated Amortization 0 (937)
Finite-lived intangible assets, net $ 0 $ 938
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 7,086 $ 8,376
v3.21.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Estimated amortization expense    
Remaining 2021 $ 18,298  
2022 24,317  
2023 21,522  
2024 12,398  
2025 10,996  
Thereafter 9,838  
Finite-lived intangible assets, net 97,369 $ 105,310
NAST    
Estimated amortization expense    
Remaining 2021 6,132  
2022 8,096  
2023 8,096  
2024 7,944  
2025 7,857  
Thereafter 9,167  
Global Forwarding    
Estimated amortization expense    
Remaining 2021 11,687  
2022 15,582  
2023 12,787  
2024 3,815  
2025 2,500  
Thereafter 406  
All Other and Corporate    
Estimated amortization expense    
Remaining 2021 479  
2022 639  
2023 639  
2024 639  
2025 639  
Thereafter $ 265  
v3.21.1
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Mar. 31, 2021
Dec. 31, 2020
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.21.1
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Total debt $ 1,343,517 $ 1,093,301
Less: Current maturities and short-term borrowing (250,000) 0
Long-term debt $ 1,093,517 $ 1,093,301
Line of Credit | Revolving credit facility    
Debt Instrument [Line Items]    
Average interest rate (percent) 1.21% 0.00%
Total debt $ 250,000 $ 0
Senior Notes | Senior Notes, Series A    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.97% 3.97%
Total debt $ 175,000 $ 175,000
Senior Notes | Senior Notes, Series B    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes | Senior Notes, Series C    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Unsecured Debt | Senior Notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 593,517 $ 593,301
v3.21.1
FINANCING ARRANGEMENTS - Narrative (Details)
3 Months Ended
Dec. 17, 2020
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]        
Long-term debt, fair value   $ 544,600,000    
Long-term debt   1,343,517,000 $ 1,093,301,000  
Line of Credit | US Bank        
Debt Instrument [Line Items]        
Maximum borrowing capacity   15,000,000    
Standby Letters of Credit | US Bank        
Debt Instrument [Line Items]        
Line of Credit Facility, Current Borrowing Capacity   8,000,000    
Line of Credit | Revolving credit facility        
Debt Instrument [Line Items]        
Maximum borrowing capacity   $ 1,000,000,000    
Maximum leverage ratio   3.50    
Long-term debt   $ 250,000,000 0  
Line of Credit | Revolving credit facility | Federal Funds Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent)   0.50%    
Line of Credit | Revolving credit facility | LIBOR        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent)   1.13%    
Line of Credit | Revolving credit facility | Minimum        
Debt Instrument [Line Items]        
Commitment fee (percent)   0.075%    
Line of Credit | Revolving credit facility | 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   $ 677,300,000    
Debt instrument, redemption price (percent)   101.00%    
Debt instrument, annual interest rate (percent)   4.20%    
Long-term debt   $ 593,517,000 $ 593,301,000  
Debt instrument, effective yield (percent)   4.39%    
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]        
Maximum borrowing capacity $ 250,000,000      
Secured Debt | Receivables securitization facility | LIBOR        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.65%      
v3.21.1
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2021
Mar. 31, 2020
Income Tax Disclosure [Abstract]      
Effective income tax (percent)   18.30% 17.10%
Effective tax reduction due to tax impact of share-based awards (percent)   3.20%  
Effective tax rate reduction related to foreign tax impacts (percent)   1.70% 3.60%
Estimated increase in income taxes payable if all foreign earnings were repatriated $ 2.0    
Payroll tax deferral, CARES Act   $ 28.5  
Payroll tax credit, CARES Act   0.7  
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized 41.8 41.8  
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 2.6 $ 2.6  
v3.21.1
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 23,989 $ 11,397
Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 3,967 5,013
Stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 18,948 5,403
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 1,074 $ 981
v3.21.1
STOCK AWARD PLANS - Narrative (Details) - USD ($)
3 Months Ended
Feb. 03, 2021
May 09, 2019
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [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)     1,782,168
Stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense     $ 38,800,000
Stock awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense     $ 157,000,000.0
Stock awards | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Discount on outstanding grants (percent)     12.00%
Stock awards | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Discount on outstanding grants (percent)     23.00%
Performance-based restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock awards granted (shares) 280,255    
Weighted average grant date fair value (in dollars per share) $ 74.76    
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) 619,689    
Weighted average grant date fair value (in dollars per share) $ 71.28    
Award vesting period 3 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
Discount rate used to determine the purchase price     15.00%
v3.21.1
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares purchased by employees (shares) 75,029  
Aggregate cost to employees $ 6,086  
Expense recognized by the company 23,989 $ 11,397
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expense recognized by the company $ 1,074 $ 981
v3.21.1
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 02, 2020
Mar. 31, 2021
Business Acquisition [Line Items]    
Goodwill recorded in acquisition   $ 243
Prime Distribution    
Business Acquisition [Line Items]    
Cash consideration for acquisition $ 222,700  
Goodwill recorded in acquisition $ 176,700  
v3.21.1
ACQUISITIONS - Allocation of Purchase Consideration (Details) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Mar. 02, 2020
Allocation of Purchase Consideration      
Goodwill $ 1,483,560 $ 1,487,187  
Prime Distribution      
Allocation of Purchase Consideration      
Current assets     $ 8,879
Property and equipment     7,356
Right-of-use lease assets     35,017
Other intangible assets     55,000
Goodwill     176,727
Total assets     282,979
Current liabilities     12,243
Lease liabilities     35,017
Deferred tax liabilities     13,001
Net assets acquired     $ 222,718
v3.21.1
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - Prime Distribution
$ in Thousands
Mar. 02, 2020
USD ($)
Business Acquisition [Line Items]  
Identifiable intangible assets $ 55,000
Customer relationships  
Business Acquisition [Line Items]  
Estimated life (years) 7 years
Identifiable intangible assets $ 55,000
v3.21.1
SEGMENT REPORTING - Narrative (Details)
3 Months Ended
Mar. 31, 2021
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.21.1
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2021
USD ($)
employee
Mar. 31, 2020
USD ($)
employee
Dec. 31, 2020
USD ($)
Segment Reporting Information [Line Items]      
Total revenues $ 4,803,869 $ 3,805,008  
Income (loss) from operations 223,329 109,440  
Depreciation and amortization 23,278 24,393  
Total assets $ 5,596,623 $ 4,848,320 $ 5,144,258
Average headcount (employee) | employee 14,997 15,450  
NAST      
Segment Reporting Information [Line Items]      
Total revenues $ 3,211,423 $ 2,823,745  
Income (loss) from operations 136,784 98,526  
Depreciation and amortization 6,625 5,254  
Total assets $ 3,218,084 $ 2,942,719  
Average headcount (employee) | employee 6,537 7,038  
Global Forwarding      
Segment Reporting Information [Line Items]      
Total revenues $ 1,156,039 $ 530,384  
Income (loss) from operations 90,589 11,959  
Depreciation and amortization 5,649 9,149  
Total assets $ 1,582,967 $ 934,625  
Average headcount (employee) | employee 4,735 4,824  
All Other and Corporate      
Segment Reporting Information [Line Items]      
Total revenues $ 436,407 $ 450,879  
Income (loss) from operations (4,044) (1,045)  
Depreciation and amortization 11,004 9,990  
Total assets $ 795,572 $ 970,976  
Average headcount (employee) | employee 3,725 3,588  
v3.21.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Disaggregation of Revenue [Line Items]    
Total revenues $ 4,803,869 $ 3,805,008
NAST    
Disaggregation of Revenue [Line Items]    
Total revenues 3,211,423 2,823,745
Global Forwarding    
Disaggregation of Revenue [Line Items]    
Total revenues 1,156,039 530,384
All Other and Corporate    
Disaggregation of Revenue [Line Items]    
Total revenues 436,407 450,879
Transportation and logistics services    
Disaggregation of Revenue [Line Items]    
Total revenues 4,560,227 3,542,118
Transportation and logistics services | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 4,560,227 3,542,118
Transportation and logistics services | NAST | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 3,211,423 2,823,745
Transportation and logistics services | Global Forwarding | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 1,156,039 530,384
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 192,765 187,989
Sourcing    
Disaggregation of Revenue [Line Items]    
Total revenues 243,642 262,890
Sourcing | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues 243,642 262,890
Sourcing | NAST | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues 0 0
Sourcing | Global Forwarding | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues 0 0
Sourcing | All Other and Corporate | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues $ 243,642 $ 262,890
v3.21.1
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Lease Costs    
Operating lease expense $ 21,562 $ 19,974
Short-term lease expense 1,601 2,572
Total lease expense 23,163 22,546
Other Lease Information    
Operating cash flows from operating leases 21,114 19,112
Right-of-use lease assets obtained in exchange for new lease liabilities $ 15,253 $ 60,281
Lease Term and Discount Rate    
Weighted average remaining lease term (in years) 6 years 8 months 12 days  
Weighted average discount rate (percent) 3.10%  
Lessee, Lease, Description [Line Items]    
Weighted average remaining lease term, excluding Chicago office space (in years) 4 years 7 months 6 days  
Chicago Office Space    
Lessee, Lease, Description [Line Items]    
Lease term (in years) 15 years  
v3.21.1
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Mar. 31, 2021
USD ($)
Maturities of lease liabilities  
Remaining 2021 $ 55,864
2022 73,152
2023 60,689
2024 41,169
2025 31,071
Thereafter 107,345
Total lease payments 369,290
Less: Interest (40,543)
Present value of lease liabilities $ 328,747
v3.21.1
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2021
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 38,113
Provision (1,434)
Write-offs (1,576)
Allowance for credit loss, ending balance $ 35,103
v3.21.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Stockholders' Equity Note [Abstract]      
Accumulated other comprehensive loss $ 53,284   $ 45,998
Other comprehensive loss 7,286 $ 32,195  
Other comprehensive loss, related income tax effects $ 1,000 $ 1,500