C. H. ROBINSON WORLDWIDE, INC., 10-Q filed on 7/31/2020
Quarterly Report
v3.20.2
Cover Page - shares
6 Months Ended
Jun. 30, 2020
Jul. 28, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2020  
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 2020  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 41-1883630  
Entity Address, Address Line One 14701 Charlson Road  
Entity Address, City or Town Eden Prairie  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55347  
City Area Code 952  
Local Phone Number 937-8500  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol CHRW  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   134,823,403
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 362,236 $ 447,858
Receivables, net of allowance for credit loss of $34,183 and $32,838 2,018,190 1,974,381
Contract assets, net of allowance for credit loss 154,416 132,874
Prepaid expenses and other 69,084 85,005
Total current assets 2,603,926 2,640,118
Property and equipment, net 188,252 208,423
Goodwill 1,465,755 1,291,760
Other intangible assets, net 126,589 90,931
Right-of-use lease assets 339,495 310,860
Deferred tax assets 14,492 13,485
Other assets 87,180 85,483
Total assets 4,825,689 4,641,060
Current liabilities:    
Accounts payable 1,246,675 984,604
Outstanding checks 41,461 78,231
Accrued expenses:    
Compensation 125,381 112,784
Transportation expense 121,478 101,194
Income taxes 14,825 12,354
Other accrued liabilities 58,965 62,706
Current lease liabilities 64,595 61,280
Current portion of debt 0 142,885
Total current liabilities 1,673,380 1,556,038
Long-term debt 1,092,873 1,092,448
Noncurrent lease liabilities 280,448 259,444
Noncurrent income taxes payable 22,481 22,354
Deferred tax liabilities 51,921 39,776
Other long-term liabilities 258 270
Total liabilities 3,121,361 2,970,330
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; 179,700 and 179,380 shares issued, 134,724 and 134,895 outstanding 13,472 13,490
Additional paid-in capital 543,608 546,646
Retained earnings 4,227,257 4,144,834
Accumulated other comprehensive loss (84,091) (76,149)
Treasury stock at cost (44,976 and 44,485 shares) (2,995,918) (2,958,091)
Total stockholders’ investment 1,704,328 1,670,730
Total liabilities and stockholders’ investment $ 4,825,689 $ 4,641,060
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Receivable, allowance for credit loss $ 34,183 $ 32,838
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) 179,700,000 179,380,000
Common stock, outstanding (shares) 134,724,000 134,895,000
Treasury stock (shares) 44,976,000 44,485,000
v3.20.2
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues:        
Total revenues $ 3,627,846 $ 3,908,840 $ 7,432,854 $ 7,660,050
Costs and expenses:        
Personnel expenses 300,483 338,886 630,703 678,984
Other selling, general, and administrative expenses 125,183 128,795 253,476 242,947
Total costs and expenses 3,439,059 3,681,305 7,134,627 7,207,965
Income from operations 188,787 227,535 298,227 452,085
Interest and other expense (10,211) (6,615) (25,439) (23,755)
Income before provision for income taxes 178,576 220,920 272,788 428,330
Provision for income taxes 34,637 51,740 50,703 97,362
Net income 143,939 169,180 222,085 330,968
Other comprehensive income (loss), net of tax 24,253 (5,688) (7,942) (391)
Comprehensive income $ 168,192 $ 163,492 $ 214,143 $ 330,577
Basic net income per share (in dollars per share) $ 1.07 $ 1.23 $ 1.64 $ 2.41
Diluted net income per share (in dollars per share) $ 1.06 $ 1.22 $ 1.64 $ 2.39
Basic weighted average shares outstanding (shares) 135,010 137,185 135,241 137,518
Dilutive effect of outstanding stock awards (shares) 600 1,071 535 1,149
Diluted weighted average shares outstanding (shares) 135,610 138,256 135,776 138,667
Transportation        
Revenues:        
Total revenues $ 3,348,611 $ 3,638,612 $ 6,890,729 $ 7,143,544
Costs and expenses:        
Purchased products and services 2,762,590 2,972,998 5,762,703 5,826,254
Sourcing        
Revenues:        
Total revenues 279,235 270,228 542,125 516,506
Costs and expenses:        
Purchased products and services $ 250,803 $ 240,626 $ 487,745 $ 459,780
v3.20.2
Condensed Consolidated Statements of Stockholders' Investment - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance $ 1,587,118 $ 1,670,730 $ 1,652,561 $ 1,595,087 $ 1,670,730 $ 1,595,087
Net income 143,939 78,146 169,180 161,788 222,085 330,968
Foreign currency adjustments, net of tax 24,253 (32,195) (5,688) 5,297    
Dividends declared (69,791) (69,871) (69,268) (69,683)    
Stock issued for employee benefit plans 7,855 (2,526) 7,699 7,573    
Issuance of restricted stock, net of forfeitures   0 0 0    
Stock-based compensation expense 10,954 11,397 14,684 17,123    
Repurchase of common stock   (68,563) (109,857) (64,624)    
Ending balance $ 1,704,328 $ 1,587,118 $ 1,659,311 $ 1,652,561 $ 1,704,328 $ 1,659,311
Dividends declared, per share (in dollars per share) $ 0.51 $ 0.51 $ 0.50 $ 0.50    
Common Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (in shares) 134,586 134,895 136,889 137,284 134,895 137,284
Beginning balance $ 13,459 $ 13,490 $ 13,689 $ 13,728 $ 13,490 $ 13,728
Stock issued for employee benefit plans (in shares) 138 343 129 342    
Stock issued for employee benefit plans $ 13 $ 34 $ 13 $ 34    
Issuance of restricted stock, net of forfeitures (in shares)   321 23      
Issuance of restricted stock, net of forfeitures (in shares)       (3)    
Issuance of restricted stock, net of forfeitures   $ 32 $ 2 $ 0    
Stock-based compensation expense (in shares) 0 0 0 0    
Stock-based compensation expense $ 0 $ 0 $ 0 $ 0    
Repurchase of common stock (in shares)   (973) (1,310) (734)    
Repurchase of common stock   $ (97) $ (131) $ (73)    
Ending balance (in shares) 134,724 134,586 135,731 136,889 134,724 135,731
Ending balance $ 13,472 $ 13,459 $ 13,573 $ 13,689 $ 13,472 $ 13,573
Additional Paid-in Capital            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 533,819 546,646 527,089 521,486 546,646 521,486
Stock issued for employee benefit plans (1,165) (24,192) (681) (11,520)    
Issuance of restricted stock, net of forfeitures   (32) (2) 0    
Stock-based compensation expense 10,954 11,397 14,684 17,123    
Ending balance 543,608 533,819 541,090 527,089 543,608 541,090
Retained Earnings            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance 4,153,109 4,144,834 3,937,698 3,845,593 4,144,834 3,845,593
Net income 143,939 78,146 169,180 161,788    
Dividends declared (69,791) (69,871) (69,268) (69,683)    
Ending balance 4,227,257 4,153,109 4,037,610 3,937,698 4,227,257 4,037,610
Accumulated Other Comprehensive Income (Loss)            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (108,344) (76,149) (66,638) (71,935) (76,149) (71,935)
Foreign currency adjustments, net of tax 24,253 (32,195) (5,688) 5,297    
Ending balance (84,091) (108,344) (72,326) (66,638) (84,091) (72,326)
Treasury Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning balance (3,004,925) (2,958,091) (2,759,277) (2,713,785) (2,958,091) (2,713,785)
Stock issued for employee benefit plans 9,007 21,632 8,367 19,059    
Stock-based compensation expense 0 0 0 0    
Repurchase of common stock   (68,466) (109,726) (64,551)    
Ending balance $ (2,995,918) $ (3,004,925) $ (2,860,636) $ (2,759,277) $ (2,995,918) $ (2,860,636)
v3.20.2
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares
3 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]        
Dividends declared, per share (in dollars per share) $ 0.51 $ 0.51 $ 0.50 $ 0.50
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
OPERATING ACTIVITIES    
Net income $ 222,085 $ 330,968
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 50,151 49,642
Provision for credit losses 9,374 3,224
Stock-based compensation 22,351 31,807
Deferred income taxes (729) (5,322)
Excess tax benefit on stock-based compensation (11,999) (5,353)
Other operating activities 12,341 961
Changes in operating elements, net of acquisitions:    
Receivables (48,937) 89,175
Contract assets (22,451) (19,380)
Prepaid expenses and other 8,744 (16,404)
Accounts payable and outstanding checks 220,276 37,378
Accrued compensation 12,312 (60,976)
Accrued transportation expense 20,284 19,149
Accrued income taxes 14,423 (3,051)
Other accrued liabilities (6,345) 4,166
Other assets and liabilities 3,763 542
Net cash provided by operating activities 505,643 456,526
INVESTING ACTIVITIES    
Purchases of property and equipment (11,621) (16,774)
Purchases and development of software (13,418) (14,790)
Acquisitions, net of cash acquired (223,230) (58,379)
Other investing activities 5,525 8
Net cash used for investing activities (242,744) (89,935)
FINANCING ACTIVITIES    
Proceeds from stock issued for employee benefit plans 20,295 27,952
Stock tendered for payment of withholding taxes (14,966) (12,680)
Repurchase of common stock (68,563) (173,622)
Cash dividends (137,104) (139,010)
Proceeds from long-term borrowings 0 473,000
Payments on long-term borrowings 0 (561,000)
Proceeds from short-term borrowings 979,600 14,000
Payments on short-term borrowings (1,122,600) (19,000)
Net cash used for financing activities (343,338) (390,360)
Effect of exchange rates on cash (5,183) 461
Net change in cash and cash equivalents (85,622) (23,308)
Cash and cash equivalents, beginning of period 447,858 378,615
Cash and cash equivalents, end of period $ 362,236 $ 355,307
v3.20.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2019.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update replaces the historical “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update affects loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. We adopted this standard on January 1, 2020. We have updated our allowance for credit losses, formerly described as our allowance for doubtful accounts, significant accounting policy below as a result of adopting the new standard. The impact of adoption was not material to our consolidated financial position, results of operations, or cash flows.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the effects that adoption of this guidance will have on the 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, 2019, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have updated these policies below to give effect to the adoption of Accounting Standards Codification (“ASC”) 326 in the first quarter of 2020.
ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses. We determine our allowance for expected credit losses by evaluating two approaches that consider our past credit loss experience, our customers' credit ratings, and other customer-specific and macroeconomic factors. The first approach is pooling our customers by credit rating and applying an expected loss ratio based upon credit rating and number of days the receivable has been outstanding, (i.e. aging approach). The second approach is to compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable, (i.e. loss ratio approach). These two approaches are evaluated in consideration of other known information and customer specific and macroeconomic factors, including the price of diesel fuel, for purposes of determining the expected credit loss allowance.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2020
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, 2019$1,015,570  $208,420  $67,770  $1,291,760  
Acquisitions176,673  507  —  177,180  
Translation(1,977) (1,156) (52) (3,185) 
Balance June 30, 2020$1,190,266  $207,771  $67,718  $1,465,755  

Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the impacts of the novel coronavirus (“COVID-19”) on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2020.
Identifiable intangible assets consisted of the following (in thousands):
June 30, 2020December 31, 2019
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$290,409  $(174,295) $116,114  $237,335  $(156,879) $80,456  
Indefinite-lived intangibles
Trademarks10,475  —  10,475  10,475  —  10,475  
Total intangibles$300,884  $(174,295) $126,589  $247,810  $(156,879) $90,931  
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Amortization expense$9,655  $9,675  $18,031  $18,968  
Finite-lived intangible assets, by reportable segment, as of June 30, 2020, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2020$4,043  $12,291  $301  $16,635  
20218,105  14,121  614  22,840  
20228,105  14,121  614  22,840  
20238,105  11,809  614  20,528  
20248,093  3,850  614  12,557  
Thereafter17,024  2,816  874  20,714  
Total$116,114  
v3.20.2
FAIR VALUE MEASUREMENT
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended June 30, 2020 and December 31, 2019. There were no transfers between levels during the period.
v3.20.2
FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2020December 31, 2019MaturityJune 30, 2020December 31, 2019
Revolving credit facility— %— %October 2023$—  $—  
Senior Notes, Series A3.97 %3.97 %August 2023175,000  175,000  
Senior Notes, Series B4.26 %4.26 %August 2028150,000  150,000  
Senior Notes, Series C4.60 %4.60 %August 2033175,000  175,000  
Receivables securitization facility (1)
— %2.41 %December 2020—  142,885  
Senior Notes (1)
4.20 %4.20 %April 2028592,873  592,448  
Total debt1,092,873  1,235,333  
Less: Current maturities and short-term borrowing—  (142,885) 
Long-term debt$1,092,873  $1,092,448  
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the "Credit Agreement") with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of applicable LIBOR plus 1.125 percent). In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $546.8 million at June 30, 2020. 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.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
We have a receivables securitization facility (the “Receivables Securitization Facility”) that currently expires on December 17, 2020, unless extended by the parties. The Receivables Securitization Facility is based on the securitization of certain of our U.S. trade accounts receivable and provides funding of up to $250 million. The trade accounts receivable under the facility are owned by C.H. Robinson Receivables LLC and are not available to the creditors of C.H. Robinson Worldwide, Inc., and our subsidiaries. The interest rate on borrowings under the Receivables Securitization Facility is based on one-month LIBOR plus 0.65 percent. There is also a commitment fee we are required to pay on any unused portion of the facility. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes ("Senior Notes") through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. 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 $694.1 million as of June 30, 2020, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $592.9 million as of June 30, 2020. If the Senior Notes were measured at fair value in the financial statements, they would be classified as a Level 2 financial liability in the fair value hierarchy.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sales 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.
As of June 30, 2020, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, Receivables Securitization Facility, and Senior Notes.
v3.20.2
INCOME TAXES
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Our effective tax rate for the three months ended June 30, 2020 and 2019 was 19.4 percent and 23.4 percent, respectively, and our effective tax rate for the six months ended June 30, 2020 and 2019 was 18.6 percent and 22.7 percent, respectively. The effective income tax rate for the three and six months ended June 30, 2020, was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, including the tax benefit from the delivery of a one-time deferred stock award that was granted to the company's prior Chief Executive Officer in 2000, which reduced the effective tax rate by 4.5 percentage points and 4.2 percentage points, respectively, and foreign tax impacts recorded in the three and six months ended June 30, 2020.

In 2019, we removed our assertion that the unremitted earnings of foreign subsidiaries were permanently reinvested with limited exceptions. If we repatriated all foreign earnings that are still considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $3.9 million as of June 30, 2020.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allows for a deferral of the employer share of federal payroll taxes otherwise due through December 31, 2020. 50 percent of the deferred amount is due December 31, 2021 and the remaining 50 percent is due December 31, 2022. This provision allows us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provides for a tax credit of up to $5,000 related to wages and health benefits provided to an employee whose work from March 17, 2020 through December 31, 2020 was impacted by COVID-19. Through June 30, 2020, we have recognized a payroll deferral and tax credit of $8.3 million and $0.5 million, respectively, under the CARES Act. We will continue evaluating the impact of the CARES Act over the remainder of 2020.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent and adding new rules for Global Intangible Low-tax Income ("GILTI") and Foreign Derived Intangible Income (“FDII”). Although enacted more than two years ago, regulatory guidance on the application of FDII was not finalized until shortly after the second quarter of 2020. We have included the tax impact of both GILTI and FDII in our income tax expense for the three and six months ended June 30, 2020, and 2019, based on our understanding of the rules available at the time of filing. The Treasury Department issued final regulatory guidance related to both GILTI and FDII on July 15, 2020, subsequent to the quarter ended June 30, 2020. The effective date of these regulations is January 1, 2021, absent an election to apply these rules retroactively to 2018. We are reviewing these regulations and the potential to elect a 2018 effective date. The impact of this new guidance is not expected to have a material impact on full-year 2020 results.
As of June 30, 2020, we have $38.9 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $2.4 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 2013. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
v3.20.2
STOCK AWARD PLANS
6 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
STOCK AWARD PLANS STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Stock options$5,025  $4,461  $10,038  $8,710  
Stock awards5,291  9,584  10,694  21,328  
Company expense on ESPP discount638  639  1,619  1,769  
Total stock-based compensation expense$10,954  $14,684  $22,351  $31,807  

On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 17,041,803 shares can be granted under this plan following the amendment and restatement. Approximately 2,946,808 shares were available for stock awards under the plan as of June 30, 2020. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.
Stock Options - We have awarded stock options to certain key employees. The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of June 30, 2020, unrecognized compensation expense related to stock options was $53.2 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
We granted 1,660,548 stock options on February 5, 2020. These awards had a weighted average exercise price of $72.74 and a weighted average grant date fair value of $13.88. These awards will vest over a five-year period with a first vesting date of December 31, 2020.
Stock Awards - We have awarded performance-based restricted shares and restricted stock units and time-based restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements over a five-year period, based on our earnings growth. Time-based awards vest primarily based on the employee's continued employment. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 12 percent to 22 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We granted 405,776 performance-based restricted shares and restricted stock units and 329,586 time-based restricted shares and restricted stock units on February 5, 2020. These awards had a weighted average grant date fair value of $59.34 and will vest over a five-year period with a first vesting date of December 31, 2020.
We have also issued restricted stock units to certain key employees and non-employee directors, which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.
As of June 30, 2020, there was unrecognized compensation expense of $131.5 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan ("ESPP") allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity: 
Three Months Ended June 30, 2020
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
53,836  $3,617,779  $638,432  
v3.20.2
LITIGATION
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION LITIGATIONWe are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
v3.20.2
ACQUISITIONS
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Prime Distribution Services
On March 2, 2020, we acquired all of the outstanding shares of Prime Distribution Services (“Prime Distribution”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. This acquisition adds scale and value-added warehouse capabilities to our retail consolidation platform, adding to our global suite of services.
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
Current assets$8,197  
Property and equipment7,356  
Right-of-use lease assets35,017  
Other intangible assets55,000  
Goodwill176,673  
Total assets282,243  
Current liabilities11,394  
Lease liabilities35,017  
Deferred tax liabilities13,114  
Net assets acquired$222,718  

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000  
There was $176.7 million of goodwill recorded related to the acquisition of Prime Distribution. The Prime Distribution goodwill is a result of acquiring and retaining the Prime Distribution workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the North American Surface Transportation segment in our consolidated financial statements since March 1, 2020.
Dema Service S.p.A
On May 22, 2019, we acquired all of the outstanding shares of Dema Service S.p.A. (“Dema Service”) to strengthen our existing footprint in Italy. Total purchase consideration, net of cash acquired was $14.2 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$4,252  
There was $7.8 million of goodwill recorded related to the acquisition of Dema Service. The Dema Service goodwill is a result of acquiring and retaining the Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. No goodwill was recognized for Italian tax purposes from the acquisition. The results of operations of Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since May 23, 2019.
The Space Cargo Group
On February 28, 2019, we acquired all of the outstanding shares of The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was $45.5 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$16,439  
There was $26.4 million of goodwill recorded related to the acquisition of Space Cargo. The Space Cargo goodwill is a result of acquiring and retaining the Space Cargo workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. No goodwill was recognized for Spanish tax purposes from the acquisition. The results of operations of Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since March 1, 2019.
v3.20.2
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2020
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, less than truckload (“LTL”), and intermodal.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, airfreight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Reportable segment information as of, and for the three and six months ended June 30, 2020 and 2019, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2020
Total revenues$2,475,292  $707,820  $444,734  $3,627,846  
Net revenues379,556  162,960  71,937  614,453  
Income (loss) from operations136,846  58,775  (6,834) 188,787  
Depreciation and amortization7,201  9,206  9,351  25,758  
Total assets(1)
2,793,290  1,029,203  1,003,196  4,825,689  
Average headcount6,960  4,726  3,608  15,294  
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2019
Total revenues$2,872,053  $592,483  $444,304  $3,908,840  
Net revenues486,418  141,936  66,862  695,216  
Income (loss) from operations204,732  26,618  (3,815) 227,535  
Depreciation and amortization6,131  9,315  9,636  25,082  
Total assets(1)
2,685,477  1,014,235  984,397  4,684,109  
Average headcount7,533  4,770  3,409  15,712  

NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2020
Total Revenues$5,299,037  $1,238,204  $895,613  $7,432,854  
Net Revenues752,334  291,274  138,798  1,182,406  
Income (loss) from operations235,372  70,734  (7,879) 298,227  
Depreciation and amortization12,455  18,355  19,341  50,151  
Total assets(1)
2,793,290  1,029,203  1,003,196  4,825,689  
Average headcount6,981  4,763  3,594  15,338  
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2019
Total Revenues$5,668,837  $1,130,050  $861,163  $7,660,050  
Net Revenues972,968  269,172  131,876  1,374,016  
Income (loss) from operations416,015  40,821  (4,751) 452,085  
Depreciation and amortization12,390  18,241  19,011  49,642  
Total assets(1)
2,685,477  1,014,235  984,397  4,684,109  
Average headcount7,486  4,728  3,343  15,557  
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.20.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands):
Three Months Ended June 30, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,475,292  $707,820  $165,499  $3,348,611  
Sourcing(2)
—  —  279,235  279,235  
Total$2,475,292  $707,820  $444,734  $3,627,846  
Three Months Ended June 30, 2019
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,872,053  $592,483  $174,076  $3,638,612  
Sourcing(2)
—  —  270,228  270,228  
Total$2,872,053  $592,483  $444,304  $3,908,840  

Six Months Ended June 30, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,299,037  $1,238,204  $353,488  $6,890,729  
Sourcing(2)
—  —  542,125  542,125  
Total$5,299,037  $1,238,204  $895,613  $7,432,854  
Six Months Ended June 30, 2019
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,668,837  $1,130,050  $344,657  $7,143,544  
Sourcing(2)
—  —  516,506  516,506  
Total$5,668,837  $1,130,050  $861,163  $7,660,050  
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2020, and revenue recognized in the three and six months ended June 30, 2020 and 2019 resulting from contract liabilities was not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.
v3.20.2
LEASES
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
LEASES LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity, and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases. In addition, we have made a policy election to not apply the guidance of ASC 842 to leases with a term of 12 months or less as allowed by the standard. These leases are recognized as expense on a straight-line basis over the lease term.

Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized at commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance charges. Right-of-use lease assets are also recognized at commencement date as the total lease liability plus prepaid rents and less any deferred rent liability that existed under ASC 840, Leases, upon transition. As most of our leases do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by our credit rating and lease term and as such may differ for individual leases.

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

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2020.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2020, and for the three and six months ended June 30, 2020 (dollars in thousands):

Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2020201920202019
Operating lease expense$21,508  $16,957  $41,482  $33,779  
Short-term lease expense4,027  3,076  6,599  5,417  
Total lease expense$25,535  $20,033  $48,081  $39,196  

Six Months Ended June 30,
Other Lease Information20202019
Operating cash flows from operating leases$38,655  $33,376  
Right-of-use lease assets obtained in exchange for new lease liabilities70,993  26,198  

Lease Term and Discount RateAs of June 30, 2020
Weighted average remaining lease term (in years)(1)
7.1
Weighted average discount rate3.3 %
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.8 years.
The maturities of lease liabilities as of June 30, 2020, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2020$35,421  
202176,814  
202265,473  
202352,317  
202434,555  
Thereafter126,947  
Total lease payments391,527  
Less: Interest(46,484) 
Present value of lease liabilities$345,043  
In addition to minimum lease payments, we are typically responsible under our lease agreements to pay our pro rata share of maintenance expenses, common charges, and real estate taxes of the buildings in which we lease space. Under ASC 842, we have elected to account for non-lease components such as common area maintenance and parking as a single lease component.
v3.20.2
ALLOWANCE FOR CREDIT LOSSES
6 Months Ended
Jun. 30, 2020
Credit Loss [Abstract]  
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES
We adopted ASU 2016-13, Financial Instruments (Topic 326), as of January 1, 2020. Prior period information was not restated and continues to be presented under guidance effective for those periods. This ASU changes how entities measure credit losses for certain financial assets including accounts receivable by replacing the historical “incurred loss” approach with an “expected loss” model. We have updated our significant accounting policy for allowance for credit losses as discussed in Note 1, Basis of Presentation.
Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, and our customers' credit ratings, in addition to other customer specific factors. We have also assessed the current macroeconomic environment, including the impact of COVID-19, to determine our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the six months ended June 30, 2020:
Balance, December 31, 2019$32,838  
Provision8,465  
Write-offs(7,120) 
Balance, June 30, 2020$34,183  
Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 2020.
v3.20.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
3 Months Ended
Jun. 30, 2020
Stockholders' Equity Note [Abstract]  
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSSAccumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance at June 30, 2020 and December 31, 2019, was $84.1 million and $76.1 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency adjustments, net of related income tax effects at June 30, 2020 and December 31, 2019. Other comprehensive income was $24.3 million for the three months ended June 30, 2020. Other comprehensive loss was $7.9 million for the six months ended June 30, 2020. Other comprehensive income and loss consisted of foreign currency adjustments, including foreign currency translation, net of related income tax effects of $0.7 million and $0.8 million for the three and six months ended June 30, 2020, respectively.
v3.20.2
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2019.
RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS
RECENTLY ADOPTED ACCOUNTING STANDARDS
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update replaces the historical “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update affects loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. We adopted this standard on January 1, 2020. We have updated our allowance for credit losses, formerly described as our allowance for doubtful accounts, significant accounting policy below as a result of adopting the new standard. The impact of adoption was not material to our consolidated financial position, results of operations, or cash flows.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the effects that adoption of this guidance will have on the consolidated financial statements.
ALLOWANCE FOR CREDIT LOSSES ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses. We determine our allowance for expected credit losses by evaluating two approaches that consider our past credit loss experience, our customers' credit ratings, and other customer-specific and macroeconomic factors. The first approach is pooling our customers by credit rating and applying an expected loss ratio based upon credit rating and number of days the receivable has been outstanding, (i.e. aging approach). The second approach is to compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable, (i.e. loss ratio approach). These two approaches are evaluated in consideration of other known information and customer specific and macroeconomic factors, including the price of diesel fuel, for purposes of determining the expected credit loss allowance.
GOODWILL Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the impacts of the novel coronavirus (“COVID-19”) on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2020.
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.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2020
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, 2019$1,015,570  $208,420  $67,770  $1,291,760  
Acquisitions176,673  507  —  177,180  
Translation(1,977) (1,156) (52) (3,185) 
Balance June 30, 2020$1,190,266  $207,771  $67,718  $1,465,755  
Schedule of Intangible Assets
Identifiable intangible assets consisted of the following (in thousands):
June 30, 2020December 31, 2019
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$290,409  $(174,295) $116,114  $237,335  $(156,879) $80,456  
Indefinite-lived intangibles
Trademarks10,475  —  10,475  10,475  —  10,475  
Total intangibles$300,884  $(174,295) $126,589  $247,810  $(156,879) $90,931  
Schedule of Amortization Expense
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Amortization expense$9,655  $9,675  $18,031  $18,968  
Schedule of Future Amortization of Finite-Lived Intangible Assets
Finite-lived intangible assets, by reportable segment, as of June 30, 2020, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2020$4,043  $12,291  $301  $16,635  
20218,105  14,121  614  22,840  
20228,105  14,121  614  22,840  
20238,105  11,809  614  20,528  
20248,093  3,850  614  12,557  
Thereafter17,024  2,816  874  20,714  
Total$116,114  
v3.20.2
FINANCING ARRANGEMENTS (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Components of Short-term and Long-term Debt
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
June 30, 2020December 31, 2019MaturityJune 30, 2020December 31, 2019
Revolving credit facility— %— %October 2023$—  $—  
Senior Notes, Series A3.97 %3.97 %August 2023175,000  175,000  
Senior Notes, Series B4.26 %4.26 %August 2028150,000  150,000  
Senior Notes, Series C4.60 %4.60 %August 2033175,000  175,000  
Receivables securitization facility (1)
— %2.41 %December 2020—  142,885  
Senior Notes (1)
4.20 %4.20 %April 2028592,873  592,448  
Total debt1,092,873  1,235,333  
Less: Current maturities and short-term borrowing—  (142,885) 
Long-term debt$1,092,873  $1,092,448  
____________________________________________
(1) Net of unamortized discounts and issuance costs.
v3.20.2
STOCK AWARD PLANS (Tables)
6 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Stock options$5,025  $4,461  $10,038  $8,710  
Stock awards5,291  9,584  10,694  21,328  
Company expense on ESPP discount638  639  1,619  1,769  
Total stock-based compensation expense$10,954  $14,684  $22,351  $31,807  
Schedule Employee Stock Purchase Plan Activity The following is a summary of the employee stock purchase plan activity: 
Three Months Ended June 30, 2020
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
53,836  $3,617,779  $638,432  
v3.20.2
ACQUISITIONS (Tables)
6 Months Ended
Jun. 30, 2020
Prime Distribution  
Business Acquisition [Line Items]  
Schedule of Allocation of Purchase Consideration to Estimated Fair Value of Net Assets
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
Current assets$8,197  
Property and equipment7,356  
Right-of-use lease assets35,017  
Other intangible assets55,000  
Goodwill176,673  
Total assets282,243  
Current liabilities11,394  
Lease liabilities35,017  
Deferred tax liabilities13,114  
Net assets acquired$222,718  
Schedule of Identifiable Intangible Assets and Estimated Useful Lives
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000  
Dema Service  
Business Acquisition [Line Items]  
Schedule of Identifiable Intangible Assets and Estimated Useful Lives
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$4,252  
Space Cargo  
Business Acquisition [Line Items]  
Schedule of Identifiable Intangible Assets and Estimated Useful Lives
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$16,439  
v3.20.2
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Summary of Segment Information
Reportable segment information as of, and for the three and six months ended June 30, 2020 and 2019, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2020
Total revenues$2,475,292  $707,820  $444,734  $3,627,846  
Net revenues379,556  162,960  71,937  614,453  
Income (loss) from operations136,846  58,775  (6,834) 188,787  
Depreciation and amortization7,201  9,206  9,351  25,758  
Total assets(1)
2,793,290  1,029,203  1,003,196  4,825,689  
Average headcount6,960  4,726  3,608  15,294  
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended June 30, 2019
Total revenues$2,872,053  $592,483  $444,304  $3,908,840  
Net revenues486,418  141,936  66,862  695,216  
Income (loss) from operations204,732  26,618  (3,815) 227,535  
Depreciation and amortization6,131  9,315  9,636  25,082  
Total assets(1)
2,685,477  1,014,235  984,397  4,684,109  
Average headcount7,533  4,770  3,409  15,712  

NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2020
Total Revenues$5,299,037  $1,238,204  $895,613  $7,432,854  
Net Revenues752,334  291,274  138,798  1,182,406  
Income (loss) from operations235,372  70,734  (7,879) 298,227  
Depreciation and amortization12,455  18,355  19,341  50,151  
Total assets(1)
2,793,290  1,029,203  1,003,196  4,825,689  
Average headcount6,981  4,763  3,594  15,338  
NASTGlobal ForwardingAll Other and CorporateConsolidated
Six Months Ended June 30, 2019
Total Revenues$5,668,837  $1,130,050  $861,163  $7,660,050  
Net Revenues972,968  269,172  131,876  1,374,016  
Income (loss) from operations416,015  40,821  (4,751) 452,085  
Depreciation and amortization12,390  18,241  19,011  49,642  
Total assets(1)
2,685,477  1,014,235  984,397  4,684,109  
Average headcount7,486  4,728  3,343  15,557  
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
v3.20.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands):
Three Months Ended June 30, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,475,292  $707,820  $165,499  $3,348,611  
Sourcing(2)
—  —  279,235  279,235  
Total$2,475,292  $707,820  $444,734  $3,627,846  
Three Months Ended June 30, 2019
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$2,872,053  $592,483  $174,076  $3,638,612  
Sourcing(2)
—  —  270,228  270,228  
Total$2,872,053  $592,483  $444,304  $3,908,840  

Six Months Ended June 30, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,299,037  $1,238,204  $353,488  $6,890,729  
Sourcing(2)
—  —  542,125  542,125  
Total$5,299,037  $1,238,204  $895,613  $7,432,854  
Six Months Ended June 30, 2019
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$5,668,837  $1,130,050  $344,657  $7,143,544  
Sourcing(2)
—  —  516,506  516,506  
Total$5,668,837  $1,130,050  $861,163  $7,660,050  
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
v3.20.2
LEASES (Tables)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2020, and for the three and six months ended June 30, 2020 (dollars in thousands):

Three Months Ended June 30,Six Months Ended June 30,
Lease Costs2020201920202019
Operating lease expense$21,508  $16,957  $41,482  $33,779  
Short-term lease expense4,027  3,076  6,599  5,417  
Total lease expense$25,535  $20,033  $48,081  $39,196  

Six Months Ended June 30,
Other Lease Information20202019
Operating cash flows from operating leases$38,655  $33,376  
Right-of-use lease assets obtained in exchange for new lease liabilities70,993  26,198  

Lease Term and Discount RateAs of June 30, 2020
Weighted average remaining lease term (in years)(1)
7.1
Weighted average discount rate3.3 %
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.8 years.
Schedule of Maturity of Lease Liabilities
The maturities of lease liabilities as of June 30, 2020, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2020$35,421  
202176,814  
202265,473  
202352,317  
202434,555  
Thereafter126,947  
Total lease payments391,527  
Less: Interest(46,484) 
Present value of lease liabilities$345,043  
v3.20.2
ALLOWANCE FOR CREDIT LOSSES (Tables)
6 Months Ended
Jun. 30, 2020
Credit Loss [Abstract]  
Schedule of Allowance for Credit Loss on Accounts Receivable
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the six months ended June 30, 2020:
Balance, December 31, 2019$32,838  
Provision8,465  
Write-offs(7,120) 
Balance, June 30, 2020$34,183  
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Goodwill [Roll Forward]  
Balance, beginning of period $ 1,291,760
Acquisitions 177,180
Translation (3,185)
Balance, end of period 1,465,755
NAST  
Goodwill [Roll Forward]  
Balance, beginning of period 1,015,570
Acquisitions 176,673
Translation (1,977)
Balance, end of period 1,190,266
Global Forwarding  
Goodwill [Roll Forward]  
Balance, beginning of period 208,420
Acquisitions 507
Translation (1,156)
Balance, end of period 207,771
All Other and Corporate  
Goodwill [Roll Forward]  
Balance, beginning of period 67,770
Acquisitions 0
Translation (52)
Balance, end of period $ 67,718
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Finite-lived intangibles    
Accumulated Amortization $ (174,295) $ (156,879)
Finite-lived intangible assets, net 116,114  
Indefinite-lived intangibles    
Total intangibles, Cost 300,884 247,810
Total intangibles, Net 126,589 90,931
Trademarks    
Indefinite-lived intangibles    
Indefinite-lived intangibles 10,475 10,475
Customer relationships    
Finite-lived intangibles    
Finite-lived intangibles, Cost 290,409 237,335
Accumulated Amortization (174,295) (156,879)
Finite-lived intangible assets, net $ 116,114 $ 80,456
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 9,655 $ 9,675 $ 18,031 $ 18,968
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Estimated amortization expense  
Remaining 2020 $ 16,635
2021 22,840
2022 22,840
2023 20,528
2024 12,557
Thereafter 20,714
Finite-lived intangible assets, net 116,114
NAST  
Estimated amortization expense  
Remaining 2020 4,043
2021 8,105
2022 8,105
2023 8,105
2024 8,093
Thereafter 17,024
Global Forwarding  
Estimated amortization expense  
Remaining 2020 12,291
2021 14,121
2022 14,121
2023 11,809
2024 3,850
Thereafter 2,816
All Other and Corporate  
Estimated amortization expense  
Remaining 2020 301
2021 614
2022 614
2023 614
2024 614
Thereafter $ 874
v3.20.2
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Level 3 Fair Value    
Assets at fair value $ 0 $ 0
Liabilities at fair value $ 0 $ 0
v3.20.2
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Total debt $ 1,092,873 $ 1,235,333
Less: Current maturities and short-term borrowing 0 (142,885)
Long-term debt $ 1,092,873 $ 1,092,448
Line of Credit | Revolving credit facility    
Debt Instrument [Line Items]    
Average interest rate (percent) 0.00% 0.00%
Total debt $ 0 $ 0
Senior Notes | Senior Notes, Series A    
Debt Instrument [Line Items]    
Average interest rate (percent) 3.97% 3.97%
Total debt $ 175,000 $ 175,000
Senior Notes | Senior Notes, Series B    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.26% 4.26%
Total debt $ 150,000 $ 150,000
Senior Notes | Senior Notes, Series C    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.60% 4.60%
Total debt $ 175,000 $ 175,000
Secured Debt | Receivables securitization facility    
Debt Instrument [Line Items]    
Average interest rate (percent) 0.00% 2.41%
Total debt $ 0 $ 142,885
Unsecured Debt | Senior Notes    
Debt Instrument [Line Items]    
Average interest rate (percent) 4.20% 4.20%
Total debt $ 592,873 $ 592,448
v3.20.2
FINANCING ARRANGEMENTS - Narrative (Details)
6 Months Ended
Jun. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Aug. 27, 2013
USD ($)
Debt Instrument [Line Items]      
Long-term debt, fair value $ 546,800,000    
Long-term debt 1,092,873,000 $ 1,235,333,000  
Line of Credit | Revolving credit facility      
Debt Instrument [Line Items]      
Maximum borrowing capacity $ 1,000,000,000    
Maximum leverage ratio 3.50    
Long-term debt $ 0 0  
Line of Credit | Revolving credit facility | Federal Funds Rate      
Debt Instrument [Line Items]      
Basis spread on variable rate (percent) 0.50%    
Line of Credit | Revolving credit facility | LIBOR      
Debt Instrument [Line Items]      
Basis spread on variable rate (percent) 1.125%    
Line of Credit | Revolving credit facility | Minimum      
Debt Instrument [Line Items]      
Commitment fee (percent) 0.075%    
Line of Credit | Revolving credit facility | Maximum      
Debt Instrument [Line Items]      
Commitment fee (percent) 0.20%    
Unsecured Debt | Senior Notes Due 2028      
Debt Instrument [Line Items]      
Long-term debt, fair value $ 694,100,000    
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 $ 592,873,000 592,448,000  
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) 25.00%    
Senior Notes | Note Purchase Agreement      
Debt Instrument [Line Items]      
Maximum leverage ratio 3.00    
Minimum interest coverage ratio 2.00    
Debt instrument principal amount     $ 500,000,000
Maximum priority debt to total assets ratio (percent) 15.00%    
Debt instrument, redemption price (percent) 100.00%    
Secured Debt | Receivables Securitization Facility      
Debt Instrument [Line Items]      
Maximum borrowing capacity $ 250,000,000    
Long-term debt $ 0 $ 142,885,000  
Secured Debt | Receivables Securitization Facility | LIBOR      
Debt Instrument [Line Items]      
Basis spread on variable rate (percent) 0.65%    
v3.20.2
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Tax Disclosure [Abstract]        
Effective income tax (percent) 19.40% 23.40% 18.60% 22.70%
Effective income tax reduction due to tax impact of share-based awards (percent) 4.50%   4.20%  
Estimated increase in income taxes payable if all foreign earnings were repatriated     $ 3.9  
Payroll tax deferral, CARES Act     8.3  
Payroll tax credit, CARES Act     0.5  
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized $ 38.9   38.9  
Decrease in unrecognized tax benefits due to lapse of statute of limitations $ 2.4   $ 2.4  
v3.20.2
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 10,954,000 $ 14,684,000 $ 22,351,000 $ 31,807,000
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 5,025,000 4,461,000 10,038,000 8,710,000
Stock awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 5,291,000 9,584,000 10,694,000 21,328,000
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 638,432 $ 639,000 $ 1,619,000 $ 1,769,000
v3.20.2
STOCK AWARD PLANS - Narrative (Details) - USD ($)
6 Months Ended
Feb. 05, 2020
May 09, 2019
Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of additional shares authorized (shares)   4,000,000  
Maximum shares that can be granted under stock plan (shares)     17,041,803
Shares available for stock awards (shares)     2,946,808
Stock options granted (shares) 1,660,548    
Weighted average exercise price (in dollars per share) $ 72.74    
Weighted average grant date fair value (in dollars per share) $ 13.88    
Stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense     $ 53,200,000
Award vesting period 5 years    
Stock awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense     $ 131,500,000
Weighted average grant date fair value (in dollars per share) $ 59.34    
Stock awards | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Discount on outstanding grants (percent)     12.00%
Stock awards | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Discount on outstanding grants (percent)     22.00%
Performance-based restricted stock and restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period 5 years   5 years
Stock awards granted (shares) 405,776    
Time-based restricted stock and restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock awards granted (shares) 329,586    
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%
v3.20.2
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares purchased by employees (shares) 53,836      
Aggregate cost to employees $ 3,617,779      
Expense recognized by the company 10,954,000 $ 14,684,000 $ 22,351,000 $ 31,807,000
Company expense on ESPP discount        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expense recognized by the company $ 638,432 $ 639,000 $ 1,619,000 $ 1,769,000
v3.20.2
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
6 Months Ended
Mar. 02, 2020
May 22, 2019
Feb. 28, 2019
Jun. 30, 2020
Jun. 30, 2019
Business Acquisition [Line Items]          
Total purchase consideration net of cash acquired       $ 223,230 $ 58,379
Goodwill recorded in acquisition       $ 177,180  
Prime Distribution          
Business Acquisition [Line Items]          
Cash consideration for acquisition $ 222,700        
Goodwill recorded in acquisition $ 176,700        
Dema Service          
Business Acquisition [Line Items]          
Total purchase consideration net of cash acquired   $ 14,200      
Goodwill recorded in acquisition   $ 7,800      
Space Cargo          
Business Acquisition [Line Items]          
Total purchase consideration net of cash acquired     $ 45,500    
Goodwill recorded in acquisition     $ 26,400    
v3.20.2
ACQUISITIONS - Allocation of Purchase Consideration (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Mar. 02, 2020
Dec. 31, 2019
Allocation of Purchase Consideration      
Goodwill $ 1,465,755   $ 1,291,760
Prime Distribution      
Allocation of Purchase Consideration      
Current assets   $ 8,197  
Property and equipment   7,356  
Right-of-use lease assets   35,017  
Other intangible assets   55,000  
Goodwill   176,673  
Total assets   282,243  
Current liabilities   11,394  
Lease liabilities   35,017  
Deferred tax liabilities   13,114  
Net assets acquired   $ 222,718  
v3.20.2
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($)
$ in Thousands
Mar. 02, 2020
May 22, 2019
Feb. 28, 2019
Prime Distribution      
Business Acquisition [Line Items]      
Identifiable intangible assets $ 55,000    
Customer relationships | Prime Distribution      
Business Acquisition [Line Items]      
Estimated life (years) 7 years    
Identifiable intangible assets $ 55,000    
Customer relationships | Dema Service      
Business Acquisition [Line Items]      
Estimated life (years)   7 years  
Identifiable intangible assets   $ 4,252  
Customer relationships | Space Cargo      
Business Acquisition [Line Items]      
Estimated life (years)     7 years
Identifiable intangible assets     $ 16,439
v3.20.2
SEGMENT REPORTING - Narrative (Details)
6 Months Ended
Jun. 30, 2020
segment
Segment Reporting [Abstract]  
Number of reportable segments (segment) 2
v3.20.2
SEGMENT REPORTING - Reportable Segment Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
employee
Jun. 30, 2019
USD ($)
employee
Jun. 30, 2020
USD ($)
employee
Jun. 30, 2019
USD ($)
employee
Dec. 31, 2019
USD ($)
Segment Reporting Information [Line Items]          
Total revenues $ 3,627,846 $ 3,908,840 $ 7,432,854 $ 7,660,050  
Net revenues 614,453 695,216 1,182,406 1,374,016  
Income (loss) from operations 188,787 227,535 298,227 452,085  
Depreciation and amortization 25,758 25,082 50,151 49,642  
Total assets $ 4,825,689 $ 4,684,109 $ 4,825,689 $ 4,684,109 $ 4,641,060
Average headcount (employee) | employee 15,294 15,712 15,338 15,557  
Operating Segments | NAST          
Segment Reporting Information [Line Items]          
Total revenues $ 2,475,292 $ 2,872,053 $ 5,299,037 $ 5,668,837  
Net revenues 379,556 486,418 752,334 972,968  
Income (loss) from operations 136,846 204,732 235,372 416,015  
Depreciation and amortization 7,201 6,131 12,455 12,390  
Total assets $ 2,793,290 $ 2,685,477 $ 2,793,290 $ 2,685,477  
Average headcount (employee) | employee 6,960 7,533 6,981 7,486  
Operating Segments | Global Forwarding          
Segment Reporting Information [Line Items]          
Total revenues $ 707,820 $ 592,483 $ 1,238,204 $ 1,130,050  
Net revenues 162,960 141,936 291,274 269,172  
Income (loss) from operations 58,775 26,618 70,734 40,821  
Depreciation and amortization 9,206 9,315 18,355 18,241  
Total assets $ 1,029,203 $ 1,014,235 $ 1,029,203 $ 1,014,235  
Average headcount (employee) | employee 4,726 4,770 4,763 4,728  
Operating Segments | All Other and Corporate          
Segment Reporting Information [Line Items]          
Total revenues $ 444,734 $ 444,304 $ 895,613 $ 861,163  
Net revenues 71,937 66,862 138,798 131,876  
Income (loss) from operations (6,834) (3,815) (7,879) (4,751)  
Depreciation and amortization 9,351 9,636 19,341 19,011  
Total assets $ 1,003,196 $ 984,397 $ 1,003,196 $ 984,397  
Average headcount (employee) | employee 3,608 3,409 3,594 3,343  
v3.20.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Disaggregation of Revenue [Line Items]        
Total revenues $ 3,627,846 $ 3,908,840 $ 7,432,854 $ 7,660,050
Operating Segments | NAST        
Disaggregation of Revenue [Line Items]        
Total revenues 2,475,292 2,872,053 5,299,037 5,668,837
Operating Segments | Global Forwarding        
Disaggregation of Revenue [Line Items]        
Total revenues 707,820 592,483 1,238,204 1,130,050
Operating Segments | All Other and Corporate        
Disaggregation of Revenue [Line Items]        
Total revenues 444,734 444,304 895,613 861,163
Transportation and logistics services        
Disaggregation of Revenue [Line Items]        
Total revenues 3,348,611 3,638,612 6,890,729 7,143,544
Transportation and logistics services | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 3,348,611 3,638,612 6,890,729 7,143,544
Transportation and logistics services | Operating Segments | NAST | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 2,475,292 2,872,053 5,299,037 5,668,837
Transportation and logistics services | Operating Segments | Global Forwarding | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 707,820 592,483 1,238,204 1,130,050
Transportation and logistics services | Operating Segments | All Other and Corporate | Performance obligations completed over time        
Disaggregation of Revenue [Line Items]        
Total revenues 165,499 174,076 353,488 344,657
Sourcing        
Disaggregation of Revenue [Line Items]        
Total revenues 279,235 270,228 542,125 516,506
Sourcing | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 279,235 270,228 542,125 516,506
Sourcing | Operating Segments | NAST | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | Operating Segments | Global Forwarding | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Sourcing | Operating Segments | All Other and Corporate | Performance obligations completed at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues $ 279,235 $ 270,228 $ 542,125 $ 516,506
v3.20.2
LEASES - Lease Data (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2018
Lease Costs          
Operating lease expense $ 21,508 $ 16,957 $ 41,482 $ 33,779  
Short-term lease expense 4,027 3,076 6,599 5,417  
Total lease expense $ 25,535 $ 20,033 48,081 39,196  
Other Lease Information          
Operating cash flows from operating leases     38,655 33,376  
Right-of-use lease assets obtained in exchange for new lease liabilities     $ 70,993 $ 26,198  
Lease Term and Discount Rate          
Weighted average remaining lease term (in years) 7 years 1 month 6 days   7 years 1 month 6 days    
Weighted average discount rate (percent) 3.30%   3.30%    
Lessee, Lease, Description [Line Items]          
Weighted average remaining lease term, excluding Chicago office space (in years)     4 years 9 months 18 days    
Chicago Office Space          
Lessee, Lease, Description [Line Items]          
Lease term (in years)         15 years
v3.20.2
LEASES - Maturities of Lease Liabilities (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Maturities of lease liabilities  
Remaining 2020 $ 35,421
2021 76,814
2022 65,473
2023 52,317
2024 34,555
Thereafter 126,947
Total lease payments 391,527
Less: Interest (46,484)
Present value of lease liabilities $ 345,043
v3.20.2
ALLOWANCE FOR CREDIT LOSSES (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Rollforward of Allowance for Credit Loss  
Allowance for credit loss, beginning balance $ 32,838
Provision 8,465
Write-offs (7,120)
Allowance for credit loss, ending balance $ 34,183
v3.20.2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Stockholders' Equity Note [Abstract]          
Accumulated other comprehensive loss $ 84,091   $ 84,091   $ 76,149
Other comprehensive income (loss), net of tax 24,253 $ (5,688) (7,942) $ (391)  
Other comprehensive loss, related income tax effects $ 700   $ 800