C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 4/29/2022
Quarterly Report
v3.22.1
Cover - shares
 3 Months Ended
Mar. 31, 2022
Apr. 27, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2022  
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 2022  
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, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   127,266,157
v3.22.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 242,809 $ 257,413
Receivables, net of allowance for credit loss of $42,465 and $41,542 4,391,512 3,963,487
Contract assets, net of allowance for credit loss 504,604 453,660
Prepaid expenses and other 140,306 129,593
Total current assets 5,279,231 4,804,153
Property and equipment, net of accumulated depreciation and amortization 139,926 139,831
Goodwill 1,488,616 1,484,754
Other intangible assets, net of accumulated amortization 84,011 89,606
Right-of-use lease assets 297,425 292,559
Deferred tax assets 129,232 124,900
Other assets 102,897 92,309
Total assets 7,521,338 7,028,112
Current liabilities:    
Accounts payable 2,001,180 1,813,473
Outstanding checks 65,735 105,828
Accrued expenses:    
Compensation 121,768 201,421
Transportation expense 385,603 342,778
Income taxes 143,656 100,265
Other accrued liabilities 182,754 171,266
Current lease liabilities 68,507 66,311
Current portion of debt 572,000 525,000
Total current liabilities 3,541,203 3,326,342
Long-term debt 1,593,756 1,393,649
Noncurrent lease liabilities 244,302 241,369
Noncurrent income taxes payable 28,617 28,390
Deferred tax liabilities 17,244 16,113
Other long-term liabilities 714 315
Total liabilities 5,425,836 5,006,178
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 179,206 shares issued, 128,011 and 129,186 outstanding 12,801 12,919
Additional paid-in capital 680,857 673,628
Retained earnings 5,134,667 4,936,861
Accumulated other comprehensive loss (54,264) (61,134)
Treasury stock at cost (51,193 and 50,020 shares) (3,678,559) (3,540,340)
Total stockholders’ investment 2,095,502 2,021,934
Total liabilities and stockholders’ investment $ 7,521,338 $ 7,028,112
v3.22.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 42,465 $ 41,542
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) 179,204,000 179,206,000
Common stock, outstanding (shares) 128,011,000 129,186,000
Treasury stock (shares) 51,193,000 50,020,000
v3.22.1
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Revenues:    
Total revenues $ 6,815,953 $ 4,803,869
Costs and expenses:    
Personnel expenses 413,361 360,835
Other selling, general, and administrative expenses 147,361 118,216
Total costs and expenses 6,470,479 4,580,540
Income from operations 345,474 223,329
Interest and other income/expense, net (14,174) (11,260)
Income before provision for income taxes 331,300 212,069
Provision for income taxes 60,952 38,764
Net income 270,348 173,305
Other comprehensive income (loss), net of tax 6,870 (7,286)
Comprehensive income $ 277,218 $ 166,019
Basic net income per share (in dollars per share) $ 2.07 $ 1.29
Diluted net income per share (in dollars per share) $ 2.05 $ 1.28
Basic weighted average shares outstanding (shares) 130,499 134,508
Dilutive effect of outstanding stock awards (shares) 1,656 1,237
Diluted weighted average shares outstanding (shares) 132,155 135,745
Transportation    
Revenues:    
Total revenues $ 6,528,351 $ 4,560,227
Costs and expenses:    
Purchased products and services 5,650,224 3,881,285
Sourcing    
Revenues:    
Total revenues 287,602 243,642
Costs and expenses:    
Purchased products and services $ 259,533 $ 220,204
v3.22.1
Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ 2,021,934 $ 1,879,933
Net income 270,348 173,305
Foreign currency adjustments 6,870 (7,286)
Dividends declared (72,542) (69,606)
Stock issued for employee benefit plans 8,904 (3,003)
Issuance of restricted stock, net of forfeitures   0
Stock-based compensation expense 24,606 23,989
Repurchase of common stock (164,618) (129,145)
Ending balance $ 2,095,502 $ 1,868,187
Dividends declared, per share (in dollars per share) $ 0.55 $ 0.51
Common Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (in shares) 129,186 134,298
Beginning balance $ 12,919 $ 13,430
Stock issued for employee benefit plans (in shares) 418 357
Stock issued for employee benefit plans $ 42 $ 36
Issuance of restricted stock, net of forfeitures (in shares)   (26)
Issuance of restricted stock, net of forfeitures   $ (3)
Stock-based compensation expense (in shares) 0 0
Stock-based compensation expense $ 0 $ 0
Repurchase of common stock (in shares) (1,593) (1,386)
Repurchase of common stock $ (160) $ (139)
Ending balance (in shares) 128,011 133,243
Ending balance $ 12,801 $ 13,324
Additional Paid-in Capital    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 673,628 566,022
Stock issued for employee benefit plans (17,377) (21,805)
Issuance of restricted stock, net of forfeitures   3
Stock-based compensation expense 24,606 23,989
Ending balance 680,857 568,209
Retained Earnings    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 4,936,861 4,372,833
Net income 270,348 173,305
Dividends declared (72,542) (69,606)
Ending balance 5,134,667 4,476,532
Accumulated Other Comprehensive Loss    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (61,134) (45,998)
Foreign currency adjustments 6,870 (7,286)
Ending balance (54,264) (53,284)
Treasury Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (3,540,340) (3,026,354)
Stock issued for employee benefit plans 26,239 18,766
Stock-based compensation expense 0 0
Repurchase of common stock (164,458) (129,006)
Ending balance $ (3,678,559) $ (3,136,594)
v3.22.1
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]    
Dividends declared, per share (in dollars per share) $ 0.55 $ 0.51
v3.22.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
OPERATING ACTIVITIES    
Net income $ 270,348 $ 173,305
Adjustments to reconcile net income to net cash used for operating activities:    
Depreciation and amortization 22,486 23,278
Provision for credit losses 1,672 (1,250)
Stock-based compensation 24,606 23,989
Deferred income taxes (2,916) 3,869
Excess tax benefit on stock-based compensation (4,965) (7,853)
Other operating activities 42 488
Changes in operating elements, net of acquisitions:    
Receivables (424,025) (437,862)
Contract assets (51,439) (43,495)
Prepaid expenses and other (11,924) (26,692)
Accounts payable and outstanding checks 143,980 206,237
Accrued compensation (79,885) (27,977)
Accrued transportation expense 42,825 24,044
Accrued income taxes 48,502 34,087
Other accrued liabilities 8,099 (1,959)
Other assets and liabilities (1,334) 1,099
Net cash used for operating activities (13,928) (56,692)
INVESTING ACTIVITIES    
Purchases of property and equipment (10,046) (5,435)
Purchases and development of software (16,183) (8,071)
Other investing activities 2,250 0
Net cash used for investing activities (23,979) (13,506)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 25,366 17,709
Stock tendered for payment of withholding taxes (16,462) (20,712)
Repurchase of common stock (161,279) (130,204)
Cash dividends (72,855) (70,030)
Proceeds from long-term borrowings 200,000 0
Proceeds from short-term borrowings 1,062,000 816,000
Payments on short-term borrowings (1,015,000) (566,000)
Net cash provided by financing activities 21,770 46,763
Effect of exchange rates on cash and cash equivalents 1,533 (2,750)
Net change in cash and cash equivalents (14,604) (26,185)
Cash and cash equivalents, beginning of period 257,413 243,796
Cash and cash equivalents, end of period $ 242,809 $ 217,611
v3.22.1
BASIS OF PRESENTATION
 3 Months Ended
Mar. 31, 2022
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, 2021.
RECENTLY ISSUED ACCOUNTING STANDARDS
For the three months ended March 31, 2022, 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, 2021, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS
 3 Months Ended
Mar. 31, 2022
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, 2021$1,196,333 $210,391 $78,030 $1,484,754 
Foreign currency translation3,323 634 (95)3,862 
Balance March 31, 2022$1,199,656 $211,025 $77,935 $1,488,616 

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 March 31, 2022.
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2022December 31, 2021
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$171,902 $(96,491)$75,411 $169,308 $(88,302)$81,006 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$180,502 $(96,491)$84,011 $177,908 $(88,302)$89,606 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20222021
Amortization expense$6,034 $7,086 
Finite-lived intangible assets, by reportable segment, as of March 31, 2022, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2022$6,073 $11,614 $836 $18,523 
20238,096 12,477 1,118 21,691 
20247,986 3,693 1,118 12,797 
20257,857 2,372 1,118 11,347 
20267,857 391 766 9,014 
Thereafter1,310 — 729 2,039 
Total$75,411 
v3.22.1
FAIR VALUE MEASUREMENT
 3 Months Ended
Mar. 31, 2022
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, 2022 and December 31, 2021. There were no transfers between levels during the period.
v3.22.1
FINANCING ARRANGEMENTS
 3 Months Ended
Mar. 31, 2022
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, 2022December 31, 2021MaturityMarch 31, 2022December 31, 2021
Revolving credit facility1.34 %1.23 %October 2023$572,000 $525,000 
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)
0.82 %0.73 %November 2023499,369 299,481 
Senior Notes (1)
4.20 %4.20 %April 2028594,387 594,168 
Total debt2,165,756 1,918,649 
Less: Current maturities and short-term borrowing(572,000)(525,000)
Long-term debt$1,593,756 $1,393,649 
____________________________________________
(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. On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.
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 $503.5 million on March 31, 2022. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson
Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 19, 2021, we amended the Note Purchase Agreement to among other things, facilitate the terms of the Receivables Securitization Facility.
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 March 31, 2022. 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 and is recorded as a noncurrent liability as of March 31, 2022. 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 long-term 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.

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 $618.8 million as of March 31, 2022, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.4 million as of March 31, 2022.
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 $7.9 million is currently utilized for standby letters of credit related to insurance collateral as of March 31, 2022. These standby letters of credit are renewed annually and were undrawn as of March 31, 2022.
v3.22.1
INCOME TAXES
 3 Months Ended
Mar. 31, 2022
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 for the three months ended March 31, 2022 and 2021, is as follows:
Three Months Ended March 31,
20222021
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit1.2 2.2 
Share based payment awards(1.3)(3.2)
Other U.S. tax credits and incentives(1.9)(1.1)
Foreign tax credits(0.8)0.4 
Foreign(0.6)(1.7)
Other0.8 0.7 
Effective income tax rate18.4 %18.3 %

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, 2022.

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 allowed for a deferral of the employer share of federal payroll taxes. We have recognized a payroll deferral of $14.7 million under the CARES Act due on December 31, 2022.
As of March 31, 2022, 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 and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $6.1 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 an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
v3.22.1
STOCK AWARD PLANS
 3 Months Ended
Mar. 31, 2022
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,
20222021
Stock options$3,219 $3,967 
Stock awards20,063 18,948 
Company expense on ESPP discount1,324 1,074 
Total stock-based compensation expense$24,606 $23,989 

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 415,630 shares were available for stock awards under the plan as of March 31, 2022. 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, 2022, unrecognized compensation expense related to stock options was $23.3 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, 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 varies from 12 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 and non-employee directors. These awards vest over a five-year period based on the company’s earnings growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These PSUs contain an upside opportunity of 200 percent contingent upon obtaining certain earnings per share and adjusted gross profit targets.
Time-based Awards
We award time-based restricted stock units to certain key employees and non-employee directors. 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. These grants are being expensed based on the terms of the awards.
We granted 330,072 PSUs and 634,118 time-based restricted stock units on February 9, 2022. The performance-based and time-based awards had a weighted average grant date fair value of $76.74 and $74.67, respectively. Time-based awards are eligible to vest over a three-year period with a first vesting date of December 31, 2022.
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, 2022, there was unrecognized compensation expense of $168.0 million related to previously granted stock awards assuming maximum achievement is obtained on our performance-based 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, 2022
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
81,951 $7,503 $1,324 
v3.22.1
LITIGATION
 3 Months Ended
Mar. 31, 2022
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.
v3.22.1
ACQUISITIONS
 3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Combinex Holding B.V.
On June 3, 2021, we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$3,942 
There was $10.8 million of goodwill recorded related to the acquisition of Combinex. The Combinex goodwill is a result of acquiring and retaining the Combinex 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 results of operations of Combinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since June 3, 2021.
v3.22.1
SEGMENT REPORTING
 3 Months Ended
Mar. 31, 2022
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, 2022 and 2021, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2022
Total revenues$4,114,889 $2,194,397 $506,667 $6,815,953 
Income (loss) from operations182,354 167,638 (4,518)345,474 
Depreciation and amortization6,239 5,555 10,692 22,486 
Total assets(1)
3,701,164 2,940,486 879,688 7,521,338 
Average headcount7,348 5,610 4,300 17,258 
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 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.22.1
REVENUE FROM CONTRACTS WITH CUSTOMERS
 3 Months Ended
Mar. 31, 2022
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, 2022 and 2021 (in thousands):
Three Months Ended March 31, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,114,889 $2,194,397 $219,065 $6,528,351 
Sourcing(2)
— — 287,602 287,602 
Total$4,114,889 $2,194,397 $506,667 $6,815,953 
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 
____________________________________________
(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, 2022, and revenue recognized in the three months ended March 31, 2022 and 2021 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.
v3.22.1
LEASES
 3 Months Ended
Mar. 31, 2022
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.
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 March 31, 2022.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of March 31, 2022, and for the three months ended March 31, 2022 (dollars in thousands):

Three Months Ended March 31,
Lease Costs20222021
Operating lease expense$21,645 $21,562 
Short-term lease expense2,460 1,601 
Total lease expense$24,105 $23,163 
Three Months Ended March 31,
Other Lease Information20222021
Operating cash flows from operating leases$21,381 $21,114 
Right-of-use lease assets obtained in exchange for new lease liabilities23,646 15,253 
Lease Term and Discount RateAs of March 31, 2022
Weighted average remaining lease term (in years)(1)
6.2
Weighted average discount rate2.9 %
____________________________________________
(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 4.4 years.
The maturities of lease liabilities as of March 31, 2022, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2022$56,877 
202376,550 
202455,069 
202539,236 
202629,482 
Thereafter89,438 
Total lease payments346,652 
Less: Interest(33,843)
Present value of lease liabilities$312,809 
v3.22.1
ALLOWANCE FOR CREDIT LOSSES
 3 Months Ended
Mar. 31, 2022
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, 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.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the three months ended March 31, 2022:
Balance, December 31, 2021$41,542 
Provision1,177 
Write-offs(254)
Balance, March 31, 2022$42,465 
Recoveries of amounts previously written off were not significant for the three months ended March 31, 2022.
v3.22.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
 3 Months Ended
Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, was $54.3 million and $61.1 million, respectively. The recorded balance on March 31, 2022 and December 31, 2021 is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive income was $6.9 million compared to other comprehensive loss of $7.3 million for the three months ended March 31, 2022 and 2021, respectively. Other comprehensive income and loss consisted of foreign currency adjustments, including foreign currency translation, for the three months ended March 31, 2022 and 2021. Both periods were driven primarily by fluctuations in the Australian Dollar and the Singapore Dollar.
v3.22.1
BASIS OF PRESENTATION (Policies)
 3 Months Ended
Mar. 31, 2022
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, 2021.
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS For the three months ended March 31, 2022, 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 March 31, 2022.
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.
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
 3 Months Ended
Mar. 31, 2022
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, 2021$1,196,333 $210,391 $78,030 $1,484,754 
Foreign currency translation3,323 634 (95)3,862 
Balance March 31, 2022$1,199,656 $211,025 $77,935 $1,488,616 
Schedule of Intangible Assets Identifiable intangible assets consisted of the following (in thousands):
March 31, 2022December 31, 2021
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$171,902 $(96,491)$75,411 $169,308 $(88,302)$81,006 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$180,502 $(96,491)$84,011 $177,908 $(88,302)$89,606 
Schedule of Amortization Expense Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20222021
Amortization expense$6,034 $7,086 
Schedule of Future Amortization of Finite-Lived Intangible Assets Finite-lived intangible assets, by reportable segment, as of March 31, 2022, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2022$6,073 $11,614 $836 $18,523 
20238,096 12,477 1,118 21,691 
20247,986 3,693 1,118 12,797 
20257,857 2,372 1,118 11,347 
20267,857 391 766 9,014 
Thereafter1,310 — 729 2,039 
Total$75,411 
v3.22.1
FINANCING ARRANGEMENTS (Tables)
 3 Months Ended
Mar. 31, 2022
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, 2022December 31, 2021MaturityMarch 31, 2022December 31, 2021
Revolving credit facility1.34 %1.23 %October 2023$572,000 $525,000 
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)
0.82 %0.73 %November 2023499,369 299,481 
Senior Notes (1)
4.20 %4.20 %April 2028594,387 594,168 
Total debt2,165,756 1,918,649 
Less: Current maturities and short-term borrowing(572,000)(525,000)
Long-term debt$1,593,756 $1,393,649 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.22.1
INCOME TAXES (Tables)
 3 Months Ended
Mar. 31, 2022
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 for the three months ended March 31, 2022 and 2021, is as follows:
Three Months Ended March 31,
20222021
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit1.2 2.2 
Share based payment awards(1.3)(3.2)
Other U.S. tax credits and incentives(1.9)(1.1)
Foreign tax credits(0.8)0.4 
Foreign(0.6)(1.7)
Other0.8 0.7 
Effective income tax rate18.4 %18.3 %
v3.22.1
STOCK AWARD PLANS (Tables)
 3 Months Ended
Mar. 31, 2022
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,
20222021
Stock options$3,219 $3,967 
Stock awards20,063 18,948 
Company expense on ESPP discount1,324 1,074 
Total stock-based compensation expense$24,606 $23,989 
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, 2022
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
81,951 $7,503 $1,324 
v3.22.1
ACQUISITIONS (Tables)
 3 Months Ended
Mar. 31, 2022
Combinex Holding B.V.  
Business Acquisition [Line Items]  
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$3,942 
v3.22.1
SEGMENT REPORTING (Tables)
 3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information as of, and for the three months ended March 31, 2022 and 2021, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2022
Total revenues$4,114,889 $2,194,397 $506,667 $6,815,953 
Income (loss) from operations182,354 167,638 (4,518)345,474 
Depreciation and amortization6,239 5,555 10,692 22,486 
Total assets(1)
3,701,164 2,940,486 879,688 7,521,338 
Average headcount7,348 5,610 4,300 17,258 
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 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.22.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
 3 Months Ended
Mar. 31, 2022
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, 2022 and 2021 (in thousands):
Three Months Ended March 31, 2022
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$4,114,889 $2,194,397 $219,065 $6,528,351 
Sourcing(2)
— — 287,602 287,602 
Total$4,114,889 $2,194,397 $506,667 $6,815,953 
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 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.22.1
LEASES (Tables)
 3 Months Ended
Mar. 31, 2022
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, 2022, and for the three months ended March 31, 2022 (dollars in thousands):

Three Months Ended March 31,
Lease Costs20222021
Operating lease expense$21,645 $21,562 
Short-term lease expense2,460 1,601 
Total lease expense$24,105 $23,163 
Three Months Ended March 31,
Other Lease Information20222021
Operating cash flows from operating leases$21,381 $21,114 
Right-of-use lease assets obtained in exchange for new lease liabilities23,646 15,253 
Lease Term and Discount RateAs of March 31, 2022
Weighted average remaining lease term (in years)(1)
6.2
Weighted average discount rate2.9 %
____________________________________________
(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 4.4 years.
Schedule of Maturity of Lease Liabilities The maturities of lease liabilities as of March 31, 2022, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2022$56,877 
202376,550 
202455,069 
202539,236 
202629,482 
Thereafter89,438 
Total lease payments346,652 
Less: Interest(33,843)
Present value of lease liabilities$312,809 
v3.22.1
ALLOWANCE FOR CREDIT LOSSES (Tables)
 3 Months Ended
Mar. 31, 2022
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, 2022:
Balance, December 31, 2021$41,542 
Provision1,177 
Write-offs(254)
Balance, March 31, 2022$42,465 
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,484,754
Foreign currency translation 3,862
Balance, end of period 1,488,616
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,196,333
Foreign currency translation 3,323
Balance, end of period 1,199,656
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 210,391
Foreign currency translation 634
Balance, end of period 211,025
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 78,030
Foreign currency translation (95)
Balance, end of period $ 77,935
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Finite-lived intangibles    
Accumulated Amortization $ (96,491) $ (88,302)
Finite-lived intangible assets, net 75,411  
Indefinite-lived intangibles    
Total intangibles, Cost 180,502 177,908
Total intangibles, Net 84,011 89,606
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 171,902 169,308
Accumulated Amortization (96,491) (88,302)
Finite-lived intangible assets, net $ 75,411 $ 81,006
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 6,034 $ 7,086
v3.22.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Mar. 31, 2022
USD ($)
Estimated amortization expense  
Remaining 2022 $ 18,523
2023 21,691
2024 12,797
2025 11,347
2026 9,014
Thereafter 2,039
Finite-lived intangible assets, net 75,411
NAST  
Estimated amortization expense  
Remaining 2022 6,073
2023 8,096
2024 7,986
2025 7,857
2026 7,857
Thereafter 1,310
Global Forwarding  
Estimated amortization expense  
Remaining 2022 11,614
2023 12,477
2024 3,693
2025 2,372
2026 391
Thereafter 0
All Other and Corporate  
Estimated amortization expense  
Remaining 2022 836
2023 1,118
2024 1,118
2025 1,118
2026 766
Thereafter $ 729
v3.22.1
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Mar. 31, 2022
Dec. 31, 2021
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.22.1
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Total debt $ 2,165,756 $ 1,918,649
Less: Current maturities and short-term borrowing (572,000) (525,000)
Long-term debt $ 1,593,756 $ 1,393,649
Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 1.34% 1.23%
Total debt $ 572,000 $ 525,000
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) 0.82% 0.73%
Total debt $ 499,369 $ 299,481
Senior Notes | Unsecured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 594,387 $ 594,168
v3.22.1
FINANCING ARRANGEMENTS - Narrative (Details)
 3 Months Ended
Mar. 31, 2022
USD ($)
Feb. 01, 2022
USD ($)
Dec. 31, 2021
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]        
Long-term debt $ 2,165,756,000   $ 1,918,649,000  
Revolving credit facility | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 1,000,000,000      
Maximum leverage ratio 3.50      
Long-term debt $ 572,000,000   525,000,000  
Revolving credit facility | Line of credit | Federal Funds Rate        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 0.50%      
Revolving credit facility | Line of credit | LIBOR        
Debt Instrument [Line Items]        
Basis spread on variable rate (percent) 1.13%      
Revolving credit facility | Line of credit | Minimum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.075%      
Revolving credit facility | Line of credit | Maximum        
Debt Instrument [Line Items]        
Commitment fee (percent) 0.20%      
US Bank | Line of credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 15,000,000      
US Bank | Standby letters of credit        
Debt Instrument [Line Items]        
Current funding $ 7,900,000      
Note Purchase Agreement | Senior notes        
Debt Instrument [Line Items]        
Maximum leverage ratio 3.00      
Minimum interest coverage ratio 2.00      
Debt instrument principal amount       $ 500,000,000
Long-term debt, fair value $ 503,500,000      
Maximum priority debt to total assets ratio (percent) 15.00%      
Debt instrument, redemption price (percent) 100.00%      
Senior Notes Due 2028 | Unsecured debt        
Debt Instrument [Line Items]        
Long-term debt, fair value $ 618,800,000      
Debt instrument, redemption price (percent) 101.00%      
Debt instrument, annual interest rate (percent) 4.20%      
Long-term debt $ 594,387,000   594,168,000  
Debt instrument, effective yield (percent) 4.39%      
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) 25.00%      
Receivables securitization facility | Secured debt        
Debt Instrument [Line Items]        
Long-term debt $ 499,369,000   299,481,000  
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    
v3.22.1
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Effective Income Tax Rate Reconciliation    
Federal statutory rate 21.00% 21.00%
State income taxes, net of federal benefit 1.20% 2.20%
Share based payment awards (1.30%) (3.20%)
Other U.S. tax credits and incentives (1.90%) (1.10%)
Foreign tax credits (0.80%) 0.40%
Foreign (0.60%) (1.70%)
Other 0.80% 0.70%
Effective income tax rate 18.40% 18.30%
v3.22.1
INCOME TAXES - Narrative (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2022
USD ($)
Mar. 31, 2022
USD ($)
Income Tax Disclosure [Abstract]    
Estimated increase in income taxes payable if all foreign earnings were repatriated $ 2.0  
Payroll tax deferral, CARES Act   $ 14.7
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized 43.3 43.3
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 6.1 $ 6.1
v3.22.1
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 24,606 $ 23,989
Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 3,219 3,967
Stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 20,063 18,948
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 1,324 $ 1,074
v3.22.1
STOCK AWARD PLANS - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Feb. 09, 2022
May 09, 2019
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
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)     415,630      
Stock-based compensation expense     $ 24,606,000 $ 23,989,000    
Stock options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense     23,300,000      
Stock-based compensation expense     3,219,000 $ 3,967,000    
Stock awards            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense     $ 168,000,000      
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)     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) 330,072          
Weighted average grant date fair value (in dollars per share) $ 76.74          
Award vesting period 3 years       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) 634,118          
Weighted average grant date fair value (in dollars per share) $ 74.67          
Award vesting period 3 years       3 years 5 years
1997 Employee Stock Purchase Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Maximum employee contribution to purchase company stock     $ 10,000      
Discount rate used to determine the purchase price     15.00%      
v3.22.1
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares purchased by employees (shares) 81,951  
Aggregate cost to employees $ 7,503  
Expense recognized by the company 24,606 $ 23,989
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expense recognized by the company $ 1,324 $ 1,074
v3.22.1
ACQUISITIONS - Narrative (Details) - Combinex Holding B.V.
$ in Millions
Jun. 03, 2021
USD ($)
Business Acquisition [Line Items]  
Cash consideration for acquisition $ 14.7
Goodwill recorded in acquisition $ 10.8
v3.22.1
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - Customer relationships - Combinex Holding B.V.
$ in Thousands
Jun. 03, 2021
USD ($)
Business Acquisition [Line Items]  
Estimated life (years) 7 years
Identifiable intangible assets $ 3,942
v3.22.1
SEGMENT REPORTING - Narrative (Details)
 3 Months Ended
Mar. 31, 2022
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.22.1
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
USD ($)
employee
Mar. 31, 2021
USD ($)
employee
Dec. 31, 2021
USD ($)
Segment Reporting Information [Line Items]      
Total revenues $ 6,815,953 $ 4,803,869  
Income (loss) from operations 345,474 223,329  
Depreciation and amortization 22,486 23,278  
Total assets $ 7,521,338 $ 5,596,623 $ 7,028,112
Average headcount (employee) | employee 17,258 14,997  
NAST      
Segment Reporting Information [Line Items]      
Total revenues $ 4,114,889 $ 3,211,423  
Income (loss) from operations 182,354 136,784  
Depreciation and amortization 6,239 6,625  
Total assets $ 3,701,164 $ 3,218,084  
Average headcount (employee) | employee 7,348 6,537  
Global Forwarding      
Segment Reporting Information [Line Items]      
Total revenues $ 2,194,397 $ 1,156,039  
Income (loss) from operations 167,638 90,589  
Depreciation and amortization 5,555 5,649  
Total assets $ 2,940,486 $ 1,582,967  
Average headcount (employee) | employee 5,610 4,735  
All Other and Corporate      
Segment Reporting Information [Line Items]      
Total revenues $ 506,667 $ 436,407  
Income (loss) from operations (4,518) (4,044)  
Depreciation and amortization 10,692 11,004  
Total assets $ 879,688 $ 795,572  
Average headcount (employee) | employee 4,300 3,725  
v3.22.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Disaggregation of Revenue [Line Items]    
Total revenues $ 6,815,953 $ 4,803,869
NAST    
Disaggregation of Revenue [Line Items]    
Total revenues 4,114,889 3,211,423
Global Forwarding    
Disaggregation of Revenue [Line Items]    
Total revenues 2,194,397 1,156,039
All Other and Corporate    
Disaggregation of Revenue [Line Items]    
Total revenues 506,667 436,407
Transportation and logistics services    
Disaggregation of Revenue [Line Items]    
Total revenues 6,528,351 4,560,227
Transportation and logistics services | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 6,528,351 4,560,227
Transportation and logistics services | NAST | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 4,114,889 3,211,423
Transportation and logistics services | Global Forwarding | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 2,194,397 1,156,039
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 219,065 192,765
Sourcing    
Disaggregation of Revenue [Line Items]    
Total revenues 287,602 243,642
Sourcing | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues 287,602 243,642
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 $ 287,602 $ 243,642
v3.22.1
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2018
Lease Costs      
Operating lease expense $ 21,645 $ 21,562  
Short-term lease expense 2,460 1,601  
Total lease expense 24,105 23,163  
Other Lease Information      
Operating cash flows from operating leases 21,381 21,114  
Right-of-use lease assets obtained in exchange for new lease liabilities $ 23,646 $ 15,253  
Lease Term and Discount Rate      
Weighted average remaining lease term (in years) 6 years 2 months 12 days    
Weighted average discount rate (percent) 2.90%    
Lessee, Lease, Description [Line Items]      
Weighted average remaining lease term, excluding Chicago office space (in years) 4 years 4 months 24 days    
Chicago Office Space      
Lessee, Lease, Description [Line Items]      
Lease term (in years)     15 years
v3.22.1
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Mar. 31, 2022
USD ($)
Maturities of lease liabilities  
Remaining 2022 $ 56,877
2023 76,550
2024 55,069
2025 39,236
2026 29,482
Thereafter 89,438
Total lease payments 346,652
Less: Interest (33,843)
Present value of lease liabilities $ 312,809
v3.22.1
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 41,542
Provision 1,177
Write-offs (254)
Allowance for credit loss, ending balance $ 42,465
v3.22.1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Stockholders' Equity Note [Abstract]      
Accumulated other comprehensive loss $ 54,264   $ 61,134
Other comprehensive income (loss) $ 6,870 $ (7,286)