C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 5/3/2024
Quarterly Report
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Cover - shares
 3 Months Ended
Mar. 31, 2024
May 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 000-23189  
Entity Registrant Name C.H. ROBINSON WORLDWIDE, INC.  
Entity Central Index Key 0001043277  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus 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, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   117,094,728
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Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 121,838 $ 145,524
Receivables, net of allowance for credit loss of $16,351 and $14,229 2,592,576 2,381,963
Contract assets, net of allowance for credit loss 235,326 189,900
Prepaid expenses and other 174,441 163,307
Total current assets 3,124,181 2,880,694
Property and equipment, net of accumulated depreciation and amortization 143,497 144,718
Goodwill 1,467,018 1,473,600
Other intangible assets, net of accumulated amortization 40,127 43,662
Right-of-use lease assets 366,604 353,890
Deferred tax assets 219,443 214,619
Other assets 111,218 114,097
Total assets 5,472,088 5,225,280
Current liabilities:    
Accounts payable 1,390,019 1,303,951
Outstanding checks 63,650 66,383
Accrued expenses:    
Compensation 110,899 135,104
Transportation expense 186,027 147,921
Income taxes 6,246 4,748
Other accrued liabilities 162,627 159,435
Current lease liabilities 74,818 74,451
Current portion of debt 280,000 160,000
Total current liabilities 2,274,286 2,051,993
Long-term debt 1,420,776 1,420,487
Noncurrent lease liabilities 310,285 297,563
Noncurrent income taxes payable 21,798 21,289
Deferred tax liabilities 12,090 13,177
Other long-term liabilities 2,859 2,074
Total liabilities 4,042,094 3,806,583
Stockholders’ investment:    
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding 0 0
Common stock, $0.10 par value, 480,000 shares authorized; 179,199 and 179,204 shares issued, 117,000 and 116,768 outstanding 11,700 11,677
Additional paid-in capital 746,998 754,093
Retained earnings 5,639,629 5,620,790
Accumulated other comprehensive loss (100,436) (80,946)
Treasury stock at cost (62,199 and 62,436 shares) (4,867,897) (4,886,917)
Total stockholders’ investment 1,429,994 1,418,697
Total liabilities and stockholders’ investment $ 5,472,088 $ 5,225,280
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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 16,351 $ 14,229
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, authorized (shares) 20,000,000 20,000,000
Preferred stock, issued (shares) 0 0
Preferred stock, outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, authorized (shares) 480,000,000 480,000,000
Common stock, issued (shares) 179,199,000 179,204,000
Common stock, outstanding (shares) 117,000,000 116,768,000
Treasury stock (shares) 62,199,000 62,436,000
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Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues:    
Total revenues $ 4,412,311 $ 4,611,670
Costs and expenses:    
Personnel expenses 379,087 383,106
Other selling, general, and administrative expenses 151,509 141,501
Total costs and expenses 4,285,178 4,450,637
Income from operations 127,133 161,033
Interest and other income/expense, net (16,780) (28,265)
Income before provision for income taxes 110,353 132,768
Provision for income taxes 17,449 17,877
Net income 92,904 114,891
Other comprehensive (loss) income (19,490) 2,477
Comprehensive income $ 73,414 $ 117,368
Basic net income per share (in dollars per share) $ 0.78 $ 0.97
Diluted net income per share (in dollars per share) $ 0.78 $ 0.96
Basic weighted average shares outstanding (shares) 119,344 118,636
Dilutive effect of outstanding stock awards (shares) 260 1,273
Diluted weighted average shares outstanding (shares) 119,604 119,909
Transportation    
Revenues:    
Total revenues $ 4,082,588 $ 4,327,965
Costs and expenses:    
Purchased products and services 3,454,996 3,671,031
Sourcing    
Revenues:    
Total revenues 329,723 283,705
Costs and expenses:    
Purchased products and services $ 299,586 $ 254,999
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Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (in shares) 116,768  
Beginning balance $ 1,418,697 $ 1,353,422
Net income 92,904 114,891
Foreign currency adjustments (19,490) 2,477
Dividends declared (74,065) (73,581)
Stock issued for employee benefit plans (10,725) (375)
Stock-based compensation expense $ 22,673 15,607
Repurchase of common stock   (31,053)
Ending balance (in shares) 117,000  
Ending balance $ 1,429,994 $ 1,381,388
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61
Common Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (in shares) 116,768 116,323
Beginning balance $ 11,677 $ 11,632
Stock issued for employee benefit plans (in shares) 232 430
Stock issued for employee benefit plans $ 23 $ 44
Stock-based compensation expense (in shares) 0 0
Stock-based compensation expense $ 0 $ 0
Repurchase of common stock (in shares)   (316)
Repurchase of common stock   $ (32)
Ending balance (in shares) 117,000 116,437
Ending balance $ 11,700 $ 11,644
Additional Paid-in Capital    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 754,093 743,288
Stock issued for employee benefit plans (29,768) (28,532)
Stock-based compensation expense 22,673 15,607
Ending balance 746,998 730,363
Retained Earnings    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 5,620,790 5,590,440
Net income 92,904 114,891
Dividends declared (74,065) (73,581)
Ending balance 5,639,629 5,631,750
Accumulated Other Comprehensive Loss    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (80,946) (88,860)
Foreign currency adjustments (19,490) 2,477
Ending balance (100,436) (86,383)
Treasury Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance (4,886,917) (4,903,078)
Stock issued for employee benefit plans 19,020 28,113
Stock-based compensation expense 0 0
Repurchase of common stock   (31,021)
Ending balance $ (4,867,897) $ (4,905,986)
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Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]    
Dividends declared, per share (in dollars per share) $ 0.61 $ 0.61
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Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING ACTIVITIES    
Net income $ 92,904 $ 114,891
Adjustments to reconcile net income to net cash (used for) provided by operating activities:    
Depreciation and amortization 23,878 24,380
Provision for credit losses 2,813 (6,637)
Stock-based compensation 22,673 15,607
Deferred income taxes (6,805) (10,272)
Excess tax benefit on stock-based compensation (1,570) (7,011)
Other operating activities 5,596 942
Changes in operating elements:    
Receivables (225,402) 326,244
Contract assets (45,574) 66,124
Prepaid expenses and other (11,409) 433
Increase (Decrease) in Right of Use Asset (13,933) 13,841
Accounts payable and outstanding checks 84,966 (90,724)
Accrued compensation (23,407) (134,795)
Accrued transportation expense 38,106 (53,882)
Accrued income taxes 3,619 (40)
Other accrued liabilities 5,446 8,169
Increase (Decrease) in Operating Lease Liability 14,347 (14,003)
Other assets and liabilities 429 1,277
Net cash (used for) provided by operating activities (33,323) 254,544
INVESTING ACTIVITIES    
Purchases of property and equipment (8,620) (11,371)
Purchases and development of software (13,854) (15,579)
Net cash used for investing activities (22,474) (26,950)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 5,405 19,673
Stock tendered for payment of withholding taxes (16,130) (20,048)
Repurchase of common stock 0 (31,182)
Cash dividends (74,580) (73,435)
Proceeds from short-term borrowings 912,000 739,000
Payments on short-term borrowings (792,000) (840,000)
Net cash provided by (used for) financing activities 34,695 (205,992)
Effect of exchange rates on cash and cash equivalents (2,584) 76
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Disposal Group, Including Discontinued Operations (23,686) 21,678
Cash and cash equivalents, beginning of period 145,524 217,482
Cash and cash equivalents, end of period $ 121,838 $ 239,160
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BASIS OF PRESENTATION
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
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GOODWILL AND OTHER INTANGIBLE ASSETS
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(4,261)(1,681)(640)(6,582)
Balance, March 31, 2024$1,184,552 $205,918 $76,548 $1,467,018 
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 annual impairment test, we
determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired. No changes in circumstances or events in the first quarter of 2024 indicated that an interim impairment test was required as of March 31, 2024.
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,663 $(61,136)$31,527 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$101,263 $(61,136)$40,127 $102,099 $(58,437)$43,662 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20242023
Amortization expense$3,313 $5,815 
Finite-lived intangible assets, by reportable segment, as of March 31, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$5,987 $2,498 $814 $9,299 
20257,857 2,297 1,086 11,240 
20267,857 374 743 8,974 
20271,310 — 497 1,807 
2028— — 207 207 
Total$31,527 
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FAIR VALUE MEASUREMENT
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
•Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended March 31, 2024, and December 31, 2023. There were no transfers between levels during the period.
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FINANCING ARRANGEMENTS
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
March 31, 2024December 31, 2023MaturityMarch 31, 2024December 31, 2023
Revolving credit facility6.43 %6.45 %November 2027$280,000 $160,000 
364-day revolving credit facility— %— %May 2023— — 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.23 %6.25 %November 2025499,604 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,172 595,945 
Total debt1,700,776 1,580,487 
Less: Current maturities and short-term borrowing(280,000)(160,000)
Long-term debt$1,420,776 $1,420,487 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of March 31, 2024, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.0 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00. The Credit Agreement also contains customary events of default.
364-DAY UNSECURED REVOLVING CREDIT FACILITY
On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. The interest rate on borrowings under the 364-day Credit Agreement was based on an alternate base rate plus a margin or a term SOFR-based rate plus a margin. There was also a commitment fee on the aggregate unused commitments under the facility. The facility expired on May 5, 2023, and it was not renewed.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $300.2 million on March 31, 2024. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as a Level 2 financial liability. Senior Notes Series A matured in August 2023.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note
Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed a third amendment to the Note Purchase Agreement to, among other things, facilitate the terms of the Credit Agreement.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $500 million as of March 31, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.
The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility, if any, are included within proceeds on current borrowings on the consolidated statement of cash flows.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility. On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $583.2 million as of March 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.2 million as of March 31, 2024.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $15.0 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2024. These standby letters of credit are renewed annually and were undrawn as of March 31, 2024.
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INCOME TAXES
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. The three months ended March 31, 2023 have been adjusted to conform to the current year presentation.
Three Months Ended March 31,
20242023
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit2.8 2.3 
Share based payment awards(1.1)(5.6)
Foreign tax credits(1.7)(0.7)
Other U.S. tax credits and incentives(7.8)(3.8)
Foreign0.5 (1.0)
Section 162(m) limitation on compensation1.2 1.1 
Other0.9 0.2 
Effective income tax rate15.8 %13.5 %
In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We are continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.
As of March 31, 2024, we have $20.6 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.3 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2019.
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STOCK AWARD PLANS
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK AWARD PLANS STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended March 31,
20242023
Stock options$1,082 $2,218 
Stock awards20,519 12,012 
Company expense on ESPP discount1,072 1,377 
Total stock-based compensation expense$22,673 $15,607 
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan. There were 2,686,067 shares available for stock awards under the Plan as of March 31, 2024.
Stock Options - We have awarded stock options to certain key employees that vest primarily based on their continued employment. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of March 31, 2024, unrecognized compensation expense related to stock options was $3.3 million.
Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 23 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
Performance-based Awards
Beginning in 2021, we have awarded PSUs on an annual basis to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
Time-based Awards
We award time-based restricted stock units to certain key employees. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted time-based awards on an annual basis which vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 318,801 PSUs at target and 604,468 time-based restricted stock units in February 2024 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $73.66 and provide for two-years of post-termination vesting upon a qualified retirement.
We have also awarded restricted stock units to certain key employees and non-employee directors which are fully vested upon date of grant. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These awards have been expensed on the date of grant.
As of March 31, 2024, there was unrecognized compensation expense of $233.8 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): 
Three Months Ended March 31, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
93,835 $6,072 $1,072 
v3.24.1.u1
LITIGATION
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION LITIGATION
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
v3.24.1.u1
SEGMENT REPORTING
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
•North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
•Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
•All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and LTL services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2024
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Income (loss) from operations108,895 31,552 (13,314)127,133 
Depreciation and amortization5,350 2,844 15,684 23,878 
Total assets(1)
3,065,996 1,257,675 1,148,417 5,472,088 
Average employee headcount6,004 4,876 4,110 14,990 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2023
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
Income (loss) from operations134,022 30,116 (3,105)161,033 
Depreciation and amortization5,651 5,480 13,249 24,380 
Total assets(1)
3,240,898 1,194,575 1,160,111 5,595,584 
Average employee headcount6,870 5,471 4,561 16,902 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.24.1.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended March 31, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,000,313 $858,637 $223,638 $4,082,588 
Sourcing(2)
— — 329,723 329,723 
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,304,187 $789,978 $233,800 $4,327,965 
Sourcing(2)
— — 283,705 283,705 
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customers prior to the completion of our performance obligation and as such contract liabilities, as of March 31, 2024, and revenue recognized in the three months ended March 31, 2024, and 2023 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.
v3.24.1.u1
LEASES
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
LEASES LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of March 31, 2024.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended March 31,
Lease Costs20242023
Operating lease expense$25,637 $24,653 
Short-term lease expense1,162 1,414 
Total lease expense$26,799 $26,067 
Three Months Ended March 31,
Other Lease Information20242023
Operating cash flows from operating leases$25,223 $24,815 
Right-of-use lease assets obtained in exchange for new lease liabilities36,810 6,739 
Lease Term and Discount RateAs of March 31, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.0 %3.9 %
The maturities of lease liabilities as of March 31, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$66,869 
202587,850 
202674,356 
202758,237 
202843,249 
Thereafter102,221 
Total lease payments432,782 
Less: Interest(47,679)
Present value of lease liabilities$385,103 
v3.24.1.u1
ALLOWANCE FOR CREDIT LOSSES
 3 Months Ended
Mar. 31, 2024
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant as of March 31, 2024.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision2,664 
Write-offs(542)
Balance, March 31, 2024$16,351 
Recoveries of amounts previously written off were not significant for the three months ended March 31, 2024.
v3.24.1.u1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
 3 Months Ended
Mar. 31, 2024
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets. The recorded balance on March 31, 2024 and December 31, 2023 was $100.4 million and $80.9 million, respectively. The recorded balance on March 31, 2024 and December 31, 2023 is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $19.5 million for the three months ended March 31, 2024, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar. Other comprehensive income was $2.5 million for the three months ended March 31, 2023, primarily driven by fluctuations in the Euro.
v3.24.1.u1
Restructuring and Related Activities
 3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING RESTRUCTURING
2024 Restructuring Program: The Company began a restructuring program (the “2024 Restructuring Program”) during the three months ended March 31, 2024 to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program will be executed in phases, focusing on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.
The major initiatives of the first phase, which commenced in the three months ended March 31, 2024, include: 1) optimizing our management hierarchy, which includes a reduction in workforce; and 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects. We have realigned our product and technology teams on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.
The primary initiatives of the second phase will commence in the second quarter of 2024. These initiatives include the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. The second phase may also include other initiatives yet to be identified that will drive our enterprise
strategy and improve our cost structure. We expect all activities under the 2024 Restructuring program to be completed by the end of 2024.
We recognized restructuring charges of $12.9 million in the first quarter of 2024 primarily related to workforce reductions and the impairment of certain capitalized internally developed software projects. Based upon the initiatives identified to date, we anticipate recognizing a total of approximately $25 million of restructuring charges related to the 2024 Restructuring Program in 2024. The amount of restructuring charges we recognize, and the timing of recognition, will depend upon the nature and scope of initiatives we identify and our ability to enact changes to our real estate footprint under existing operating leases.
A summary of charges related to our 2024 Restructuring Program recognized in the three months ended March 31, 2024 are presented below (in thousands):
Three Months Ended March 31,
2024
Severance(1)
$7,414 
Other personnel expenses(1)
528 
Other selling, general, and administrative expenses(2)
4,969 
Total $12,911 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$3,027 $3,191 $1,724 $7,942 
Other selling, general, and administrative expenses1,877 232 2,860 4,969 
The following table summarizes activity related to our 2024 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges7,942 4,969 12,911 
  Cash payments(2,446)(46)(2,492)
  Settled non-cash— (4,923)(4,923)
Balance, March 31, 2024$5,496 $— $5,496 

2022 Restructuring Program: In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. The initiatives under our 2022 Restructuring Program were completed in 2023. We had $3.8 million of accrued severance and other personnel expenses remaining as of as December 31, 2023. We paid $2.3 million of cash in the first quarter of 2024. There is no further activity expected related to the 2022 Restructuring Program other than settling the remaining $1.3 million of accrued severance and other personnel expenses as of March 31, 2024.
A summary of the restructuring charges recognized is presented below (in thousands):
Three Months Ended March 31,
2023
Severance(1)
$3,138 
Other personnel expenses(1)
460 
Other selling, general, and administrative expenses(2)
124 
Total $3,722 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$829 $1,538 $1,231 $3,598 
Other selling, general, and administrative expenses— 124 — 124 
The following table summarizes activity related to our 2022 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges— 
  Cash payments(2,323)
  Accrual adjustments(1)
(111)
Balance, March 31, 2024$1,349 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net income $ 92,904 $ 114,891
v3.24.1.u1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.u1
BASIS OF PRESENTATION (Policies)
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are North American Surface Transportation (“NAST”) and Global Forwarding, with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 8, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENTLY ISSUED ACCOUNTING STANDARDS
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
GOODWILL
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our 2023 annual impairment test, we
determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired. No changes in circumstances or events in the first quarter of 2024 indicated that an interim impairment test was required as of March 31, 2024.
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
•Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
v3.24.1.u1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(4,261)(1,681)(640)(6,582)
Balance, March 31, 2024$1,184,552 $205,918 $76,548 $1,467,018 
Schedule of Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
March 31, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,663 $(61,136)$31,527 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$101,263 $(61,136)$40,127 $102,099 $(58,437)$43,662 
Schedule of Amortization Expense
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended March 31,
20242023
Amortization expense$3,313 $5,815 
Schedule of Future Amortization of Finite-Lived Intangible Assets
Finite-lived intangible assets, by reportable segment, as of March 31, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$5,987 $2,498 $814 $9,299 
20257,857 2,297 1,086 11,240 
20267,857 374 743 8,974 
20271,310 — 497 1,807 
2028— — 207 207 
Total$31,527 
v3.24.1.u1
FINANCING ARRANGEMENTS (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
March 31, 2024December 31, 2023MaturityMarch 31, 2024December 31, 2023
Revolving credit facility6.43 %6.45 %November 2027$280,000 $160,000 
364-day revolving credit facility— %— %May 2023— — 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.23 %6.25 %November 2025499,604 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,172 595,945 
Total debt1,700,776 1,580,487 
Less: Current maturities and short-term borrowing(280,000)(160,000)
Long-term debt$1,420,776 $1,420,487 
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.24.1.u1
INCOME TAXES (Tables)
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. The three months ended March 31, 2023 have been adjusted to conform to the current year presentation.
Three Months Ended March 31,
20242023
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit2.8 2.3 
Share based payment awards(1.1)(5.6)
Foreign tax credits(1.7)(0.7)
Other U.S. tax credits and incentives(7.8)(3.8)
Foreign0.5 (1.0)
Section 162(m) limitation on compensation1.2 1.1 
Other0.9 0.2 
Effective income tax rate15.8 %13.5 %
v3.24.1.u1
STOCK AWARD PLANS (Tables)
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended March 31,
20242023
Stock options$1,082 $2,218 
Stock awards20,519 12,012 
Company expense on ESPP discount1,072 1,377 
Total stock-based compensation expense$22,673 $15,607 
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, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
93,835 $6,072 $1,072 
v3.24.1.u1
SEGMENT REPORTING (Tables)
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2024
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Income (loss) from operations108,895 31,552 (13,314)127,133 
Depreciation and amortization5,350 2,844 15,684 23,878 
Total assets(1)
3,065,996 1,257,675 1,148,417 5,472,088 
Average employee headcount6,004 4,876 4,110 14,990 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2023
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
Income (loss) from operations134,022 30,116 (3,105)161,033 
Depreciation and amortization5,651 5,480 13,249 24,380 
Total assets(1)
3,240,898 1,194,575 1,160,111 5,595,584 
Average employee headcount6,870 5,471 4,561 16,902 
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.24.1.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):
Three Months Ended March 31, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,000,313 $858,637 $223,638 $4,082,588 
Sourcing(2)
— — 329,723 329,723 
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,304,187 $789,978 $233,800 $4,327,965 
Sourcing(2)
— — 283,705 283,705 
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.24.1.u1
LEASES (Tables)
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended March 31,
Lease Costs20242023
Operating lease expense$25,637 $24,653 
Short-term lease expense1,162 1,414 
Total lease expense$26,799 $26,067 
Three Months Ended March 31,
Other Lease Information20242023
Operating cash flows from operating leases$25,223 $24,815 
Right-of-use lease assets obtained in exchange for new lease liabilities36,810 6,739 
Lease Term and Discount RateAs of March 31, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.0 %3.9 %
Schedule of Maturity of Lease Liabilities The maturities of lease liabilities as of March 31, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$66,869 
202587,850 
202674,356 
202758,237 
202843,249 
Thereafter102,221 
Total lease payments432,782 
Less: Interest(47,679)
Present value of lease liabilities$385,103 
v3.24.1.u1
ALLOWANCE FOR CREDIT LOSSES (Tables)
 3 Months Ended
Mar. 31, 2024
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision2,664 
Write-offs(542)
Balance, March 31, 2024$16,351 
v3.24.1.u1
Restructuring and Related Activities (Tables)
 3 Months Ended
Mar. 31, 2024
2024 Restructuring Program  
Restructuring Cost and Reserve [Line Items]  
Restructuring and Related Costs
A summary of charges related to our 2024 Restructuring Program recognized in the three months ended March 31, 2024 are presented below (in thousands):
Three Months Ended March 31,
2024
Severance(1)
$7,414 
Other personnel expenses(1)
528 
Other selling, general, and administrative expenses(2)
4,969 
Total $12,911 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2024
NASTGlobal Forwarding All Other and CorporateConsolidated
Personnel expenses$3,027 $3,191 $1,724 $7,942 
Other selling, general, and administrative expenses1,877 232 2,860 4,969 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes activity related to our 2024 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges7,942 4,969 12,911 
  Cash payments(2,446)(46)(2,492)
  Settled non-cash— (4,923)(4,923)
Balance, March 31, 2024$5,496 $— $5,496 
2022 Restructuring Program  
Restructuring Cost and Reserve [Line Items]  
Restructuring and Related Costs
A summary of the restructuring charges recognized is presented below (in thousands):
Three Months Ended March 31,
2023
Severance(1)
$3,138 
Other personnel expenses(1)
460 
Other selling, general, and administrative expenses(2)
124 
Total $3,722 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$829 $1,538 $1,231 $3,598 
Other selling, general, and administrative expenses— 124 — 124 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes activity related to our 2022 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges— 
  Cash payments(2,323)
  Accrual adjustments(1)
(111)
Balance, March 31, 2024$1,349 
________________________________ 
(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
v3.24.1.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,473,600
Foreign currency translation (6,582)
Balance, end of period 1,467,018
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,188,813
Foreign currency translation (4,261)
Balance, end of period 1,184,552
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 207,599
Foreign currency translation (1,681)
Balance, end of period 205,918
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 77,188
Foreign currency translation (640)
Balance, end of period $ 76,548
v3.24.1.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Finite-lived intangibles    
Accumulated Amortization $ (61,136) $ (58,437)
Finite-lived intangible assets, net 31,527  
Intangible Assets, Net (Excluding Goodwill) [Abstract]    
Total intangibles, Cost 101,263 102,099
Total intangibles, Net 40,127 43,662
Trademarks    
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangibles 8,600 8,600
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 92,663 93,499
Accumulated Amortization (61,136) (58,437)
Finite-lived intangible assets, net $ 31,527 $ 35,062
v3.24.1.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 3,313 $ 5,815
v3.24.1.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Estimated amortization expense  
Remainder of 2024 $ 9,299
2025 11,240
2026 8,974
2027 1,807
2028 207
Finite-lived intangible assets, net 31,527
NAST  
Estimated amortization expense  
Remainder of 2024 5,987
2025 7,857
2026 7,857
2027 1,310
2028 0
Global Forwarding  
Estimated amortization expense  
Remainder of 2024 2,498
2025 2,297
2026 374
2027 0
2028 0
All Other and Corporate  
Estimated amortization expense  
Remainder of 2024 814
2025 1,086
2026 743
2027 497
2028 $ 207
v3.24.1.u1
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.24.1.u1
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total debt $ 1,700,776 $ 1,580,487
Less: Current maturities and short-term borrowing (280,000) (160,000)
Long-term debt $ 1,420,776 $ 1,420,487
Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Average interest rate (percent) 6.43% 6.45%
Total debt $ 280,000 $ 160,000
364 Credit Agreement | Revolving credit facility | Line of credit    
Debt Instrument [Line Items]    
Total debt $ 0 $ 0
Senior Notes, Series B | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes, Series C | Senior notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Receivables securitization facility | Secured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 6.23% 6.25%
Total debt $ 499,604 $ 499,542
Senior Notes | Unsecured debt    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 596,172 $ 595,945
v3.24.1.u1
FINANCING ARRANGEMENTS - Narrative (Details)
 1 Months Ended 3 Months Ended
Dec. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
Nov. 07, 2023
USD ($)
Feb. 01, 2022
USD ($)
Dec. 31, 2021
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]            
Long-term debt $ 1,580,487,000 $ 1,700,776,000        
Revolving credit facility | Line of credit            
Debt Instrument [Line Items]            
Maximum leverage ratio   3.75        
Long-term debt $ 160,000,000 $ 280,000,000        
US Bank | Standby letters of credit            
Debt Instrument [Line Items]            
Current funding   15,000,000        
US Bank | Line of credit            
Debt Instrument [Line Items]            
Maximum borrowing capacity   $ 15,000,000        
Credit Agreement | Revolving credit facility | Minimum | SOFR            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent)   0.10%        
Credit Agreement | Revolving credit facility | Minimum | Credit Spread Adjustment            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent)   1.00%        
Credit Agreement | Revolving credit facility | Line of credit            
Debt Instrument [Line Items]            
Maximum borrowing capacity   $ 1,000,000,000        
Credit Agreement | Revolving credit facility | Line of credit | Federal Funds Rate            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent)   0.50%        
Credit Agreement | Revolving credit facility | Line of credit | Minimum            
Debt Instrument [Line Items]            
Commitment fee (percent)   0.07%        
Credit Agreement | Revolving credit facility | Line of credit | Maximum            
Debt Instrument [Line Items]            
Commitment fee (percent)   0.15%        
364 Credit Agreement | Revolving credit facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity   $ 500,000,000        
Note Purchase Agreement | Senior notes            
Debt Instrument [Line Items]            
Maximum leverage ratio   3.50        
Minimum interest coverage ratio   2.00        
Debt instrument principal amount           $ 500,000,000
Long-term debt, fair value   $ 300,200,000        
Maximum priority debt to total assets ratio (percent)   10.00%        
Debt instrument, redemption price (percent)   100.00%        
Receivables securitization facility | Wells Fargo Bank N.A. and Bank of America N.A.            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent) 80.00%          
Line of Credit Facility, Commitment Fee Percentage 20.00%          
Receivables securitization facility | SOFR | Wells Fargo Bank N.A. and Bank of America N.A.            
Debt Instrument [Line Items]            
Basis spread on variable rate (percent) 10.00%          
Receivables securitization facility | Secured debt            
Debt Instrument [Line Items]            
Long-term debt $ 499,542,000 $ 499,604,000        
Receivables securitization facility | Secured debt | Wells Fargo Bank N.A. and Bank of America N.A.            
Debt Instrument [Line Items]            
Maximum borrowing capacity   500,000,000 $ 250,000,000   $ 300,000,000  
Current funding     $ 500,000,000 $ 500,000,000    
Senior Notes Due 2028 | Unsecured debt            
Debt Instrument [Line Items]            
Long-term debt, fair value   $ 583,200,000        
Debt instrument, redemption price (percent)   101.00%        
Debt instrument, annual interest rate (percent)   4.20%        
Debt instrument, effective yield (percent)   4.39%        
Long-term debt $ 595,945,000 $ 596,172,000        
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent)   25.00%        
v3.24.1.u1
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Effective Income Tax Rate Reconciliation    
Federal statutory rate 21.00% 21.00%
State income taxes, net of federal benefit 2.80% 2.30%
Share based payment awards (1.10%) (5.60%)
Foreign tax credits (1.70%) (0.70%)
Other U.S. tax credits and incentives (7.80%) (3.80%)
Foreign 0.50% (1.00%)
Section 162(m) limitation on compensation 1.20% 1.10%
Other 0.90% 0.20%
Effective income tax rate 15.80% 13.50%
v3.24.1.u1
INCOME TAXES - Narrative (Details)
$ in Millions
Mar. 31, 2024
USD ($)
Income Tax Disclosure [Abstract]  
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized $ 20.6
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 1.3
v3.24.1.u1
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 22,673 $ 15,607
Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 1,082 2,218
Stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense 20,519 12,012
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 1,072 $ 1,377
v3.24.1.u1
STOCK AWARD PLANS - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Feb. 29, 2024
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2020
May 05, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Maximum shares that can be granted under stock plan (shares)         4,261,884
Shares available for stock awards (shares)   2,686,067      
Stock-based compensation expense   $ 22,673,000 $ 15,607,000    
Stock options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation expense   3,300,000      
Stock-based compensation expense   1,082,000 $ 2,218,000    
Stock awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation expense   $ 233,800,000      
Stock awards | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Discount on outstanding grants (percent)   11.00%      
Stock awards | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Discount on outstanding grants (percent)   23.00%      
Performance-based restricted stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock awards granted (shares) 318,801        
Weighted average grant date fair value (in dollars per share) $ 73.66        
Award vesting period 3 years 3 years      
Upside opportunity upon achievement of targets (percent) 200.00% 200.00%      
Time-based restricted stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock awards granted (shares) 604,468        
Weighted average grant date fair value (in dollars per share) $ 73.66        
Award vesting period 3 years 3 years   5 years  
1997 Employee Stock Purchase Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Maximum employee contribution to purchase company stock   $ 10,000      
Discount rate used to determine the purchase price   15.00%      
v3.24.1.u1
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares purchased by employees (shares) 93,835  
Aggregate cost to employees $ 6,072  
Expense recognized by the company 22,673 $ 15,607
Company expense on ESPP discount    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expense recognized by the company $ 1,072 $ 1,377
v3.24.1.u1
SEGMENT REPORTING - Narrative (Details)
 3 Months Ended
Mar. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.1.u1
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
employee
Mar. 31, 2023
USD ($)
employee
Dec. 31, 2023
USD ($)
Segment Reporting Information [Line Items]      
Total revenues $ 4,412,311 $ 4,611,670  
Income (loss) from operations 127,133 161,033  
Depreciation and amortization 23,878 24,380  
Total assets $ 5,472,088 $ 5,595,584 $ 5,225,280
Average headcount (employee) | employee 14,990 16,902  
NAST      
Segment Reporting Information [Line Items]      
Total revenues $ 3,000,313 $ 3,304,187  
Income (loss) from operations 108,895 134,022  
Depreciation and amortization 5,350 5,651  
Total assets $ 3,065,996 $ 3,240,898  
Average headcount (employee) | employee 6,004 6,870  
Global Forwarding      
Segment Reporting Information [Line Items]      
Total revenues $ 858,637 $ 789,978  
Income (loss) from operations 31,552 30,116  
Depreciation and amortization 2,844 5,480  
Total assets $ 1,257,675 $ 1,194,575  
Average headcount (employee) | employee 4,876 5,471  
All Other and Corporate      
Segment Reporting Information [Line Items]      
Total revenues $ 553,361 $ 517,505  
Income (loss) from operations (13,314) (3,105)  
Depreciation and amortization 15,684 13,249  
Total assets $ 1,148,417 $ 1,160,111  
Average headcount (employee) | employee 4,110 4,561  
v3.24.1.u1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Total revenues $ 4,412,311 $ 4,611,670
NAST    
Disaggregation of Revenue [Line Items]    
Total revenues 3,000,313 3,304,187
Global Forwarding    
Disaggregation of Revenue [Line Items]    
Total revenues 858,637 789,978
All Other and Corporate    
Disaggregation of Revenue [Line Items]    
Total revenues 553,361 517,505
Transportation and logistics services    
Disaggregation of Revenue [Line Items]    
Total revenues 4,082,588 4,327,965
Transportation and logistics services | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 4,082,588 4,327,965
Transportation and logistics services | NAST | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 3,000,313 3,304,187
Transportation and logistics services | Global Forwarding | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 858,637 789,978
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time    
Disaggregation of Revenue [Line Items]    
Total revenues 223,638 233,800
Sourcing    
Disaggregation of Revenue [Line Items]    
Total revenues 329,723 283,705
Sourcing | Performance obligations completed at a point in time    
Disaggregation of Revenue [Line Items]    
Total revenues 329,723 283,705
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 $ 329,723 $ 283,705
v3.24.1.u1
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Lease Costs      
Operating lease expense $ 25,637 $ 24,653  
Short-term lease expense 1,162 1,414  
Total lease expense 26,799 26,067  
Other Lease Information      
Operating cash flows from operating leases 25,223 24,815  
Right-of-use lease assets obtained in exchange for new lease liabilities $ 36,810 $ 6,739  
Lease Term and Discount Rate      
Weighted average remaining lease term (in years) 5 years 9 months 18 days   5 years 10 months 24 days
Weighted average discount rate (percent) 4.00%   3.90%
v3.24.1.u1
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Maturities of lease liabilities  
Remaining 2024 $ 66,869
2025 87,850
2026 74,356
2027 58,237
2028 43,249
Thereafter 102,221
Total lease payments 432,782
Less: Interest (47,679)
Present value of lease liabilities $ 385,103
v3.24.1.u1
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 14,229
Provision 2,664
Write-offs (542)
Allowance for credit loss, ending balance $ 16,351
v3.24.1.u1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Stockholders' Equity Note [Abstract]      
Accumulated other comprehensive loss $ 100,436   $ 80,946
Other comprehensive income (loss) $ (19,490) $ 2,477  
v3.24.1.u1
RESTRUCTURING - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
2024 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges $ 12,911        
Payments for restructuring 2,492        
Restructuring Reserve 5,496       $ 0
2024 Restructuring Program | Accrued Severance and Other Personnel Expenses          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges 7,942        
Payments for restructuring 2,446        
Restructuring Reserve 5,496       0
2022 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges   $ 3,722      
2022 Restructuring Program | Accrued Severance and Other Personnel Expenses          
Restructuring Cost and Reserve [Line Items]          
Restructuring charges 0        
Payments for restructuring 2,323        
Restructuring Reserve $ 1,349       $ 3,783
Forecast | 2024 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Payments for restructuring       $ 25,000  
Forecast | 2022 Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Payments for restructuring     $ 1,300    
v3.24.1.u1
RESTRUCTURING - Restructuring Charges (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 12,911  
2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 3,722
Personnel expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 528  
Personnel expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   460
Other selling, general, and administrative expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 4,969  
Other selling, general, and administrative expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   124
Employee Severance | Personnel expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 7,414  
Employee Severance | Personnel expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 3,138
v3.24.1.u1
RESTRUCTURING - By Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 12,911  
2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 3,722
Personnel expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 528  
Personnel expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   460
Other selling, general, and administrative expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 4,969  
Other selling, general, and administrative expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   124
Other selling, general, and administrative expenses | NAST | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 1,877  
Other selling, general, and administrative expenses | NAST | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   0
Other selling, general, and administrative expenses | Global Forwarding | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 232  
Other selling, general, and administrative expenses | Global Forwarding | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   124
Other selling, general, and administrative expenses | All Other and Corporate | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 2,860  
Other selling, general, and administrative expenses | All Other and Corporate | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   0
Severance and Other Personnel Expenses | Personnel expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 7,942  
Severance and Other Personnel Expenses | Personnel expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   3,598
Severance and Other Personnel Expenses | Personnel expenses | NAST | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 3,027  
Severance and Other Personnel Expenses | Personnel expenses | NAST | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   829
Severance and Other Personnel Expenses | Personnel expenses | Global Forwarding | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 3,191  
Severance and Other Personnel Expenses | Personnel expenses | Global Forwarding | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   1,538
Severance and Other Personnel Expenses | Personnel expenses | All Other and Corporate | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 1,724  
Severance and Other Personnel Expenses | Personnel expenses | All Other and Corporate | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 1,231
v3.24.1.u1
RESTRUCTURING - Reserve (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring Reserve, Beginning Balance $ 0  
Restructuring charges 12,911  
Cash payments (2,492)  
Settled non-cash (4,923)  
Restructuring Reserve, Ending Balance 5,496  
2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 3,722
Accrued Severance and Other Personnel Expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring Reserve, Beginning Balance 0  
Restructuring charges 7,942  
Cash payments (2,446)  
Settled non-cash 0  
Restructuring Reserve, Ending Balance 5,496  
Accrued Severance and Other Personnel Expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring Reserve, Beginning Balance 3,783  
Restructuring charges 0  
Cash payments (2,323)  
Accrual adjustments (111)  
Restructuring Reserve, Ending Balance 1,349  
Other selling, general, and administrative expenses | 2024 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring Reserve, Beginning Balance 0  
Restructuring charges 4,969  
Cash payments (46)  
Settled non-cash (4,923)  
Restructuring Reserve, Ending Balance $ 0  
Other selling, general, and administrative expenses | 2022 Restructuring Program    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 124