(State or other jurisdiction of

incorporation or organization)

Eden Prairie, MN 55347

(Address of principal executive officers, including zip code)

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	CHRW	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging ~~Growth Company~~growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~April 27, ~~2021,~~2022, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was ~~129,987,462.~~127,266,157.

C.H. ROBINSON WORLDWIDE, INC.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(unaudited, in thousands except per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Revenues:	Revenues:									Revenues:
Transportation	Transportation	$	5,999,901	$	3,944,981	$	15,800,576	$	10,835,710	Transportation		$	6,528,351	$	4,560,227
Sourcing	Sourcing	263,794		279,819		799,714		821,944		Sourcing		287,602		243,642
Total revenues	Total revenues	6,263,695		4,224,800		16,600,290		11,657,654		Total revenues		6,815,953		4,803,869
Costs and expenses:	Costs and expenses:									Costs and expenses:
Purchased transportation and related services	Purchased transportation and related services	5,180,390		3,378,651		13,580,980		9,141,354		Purchased transportation and related services		5,650,224		3,881,285
Purchased products sourced for resale	Purchased products sourced for resale	239,113		256,876		723,562		744,621		Purchased products sourced for resale		259,533		220,204
Personnel expenses	Personnel expenses	399,880		302,904		1,123,616		933,607		Personnel expenses		413,361		360,835
Other selling, general, and administrative expenses	Other selling, general, and administrative expenses	133,543		118,130		377,430		371,606		Other selling, general, and administrative expenses		147,361		118,216
Total costs and expenses	Total costs and expenses	5,952,926		4,056,561		15,805,588		11,191,188		Total costs and expenses		6,470,479		4,580,540
Income from operations	Income from operations	310,769		168,239		794,702		466,466		Income from operations		345,474		223,329
Interest and other expense		(16,662)		(7,465)		(41,419)		(32,904)
Interest and other income/expense, net										Interest and other income/expense, net		(14,174)		(11,260)
Income before provision for income taxes	Income before provision for income taxes	294,107		160,774		753,283		433,562		Income before provision for income taxes		331,300		212,069
Provision for income taxes	Provision for income taxes	47,054		24,245		139,136		74,948		Provision for income taxes		60,952		38,764
Net income	Net income	247,053		136,529		614,147		358,614		Net income		270,348		173,305
Other comprehensive (loss) income, net of tax		(12,034)		13,236		(19,482)		5,294
Other comprehensive income (loss), net of tax										Other comprehensive income (loss), net of tax		6,870		(7,286)
Comprehensive income	Comprehensive income	$	235,019	$	149,765	$	594,665	$	363,908	Comprehensive income		$	277,218	$	166,019

Basic net income per share	Basic net income per share	$	1.87	$	1.01	$	4.61	$	2.65	Basic net income per share		$	2.07	$	1.29
Diluted net income per share	Diluted net income per share	$	1.85	$	1.00	$	4.56	$	2.63	Diluted net income per share		$	2.05	$	1.28

Basic weighted average shares outstanding	Basic weighted average shares outstanding	131,845		135,671		133,201		135,385		Basic weighted average shares outstanding		130,499		134,508
Dilutive effect of outstanding stock awards	Dilutive effect of outstanding stock awards	1,591		1,457		1,460		752		Dilutive effect of outstanding stock awards		1,656		1,237
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	133,436		137,128		134,661		136,137		Diluted weighted average shares outstanding		132,155		135,745

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Stockholders’ Investment

(unaudited, in thousands, except per share data)

~~C.H. ROBINSON WORLDWIDE, INC.~~

~~(unaudited, in thousands, except per share data)~~

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.

The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

RECENTLY ISSUED ACCOUNTING STANDARDS

InFor the three months ended March ~~2020, the Financial Accounting Standards Board~~31, 2022, there were no recently issued ~~Accounting Standards Update ("ASU") 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,~~ ~~which provides optional practical expedients~~or newly adopted accounting pronouncements that had, or are expected to ~~simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due~~have, a material impact to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. As of September 30, 2021, we have not utilized any of the expedients discussed within this ASU. We will continue to assess our ~~agreements to determine if LIBOR is included and if the expedients will be utilized during the allowed period through December 31, 2022.~~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, ~~2020,~~2021, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.

NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS

The change in carrying amount of goodwill is as follows (in thousands):
NAST Global Forwarding All Other and Corporate Total
Balance, December 31, 2020 $ 1,203,972 $ 213,982 $ 69,233 $ 1,487,187
Acquisitions 243 — 10,754 10,997
Foreign currency translation (7,894) (2,668) (1,423) (11,985)
Balance September 30, 2021 $ 1,196,321 $ 211,314 $ 78,564 $ 1,486,199


	NAST		Global Forwarding		All Other and Corporate		Total
Balance, December 31, 2021	$	1,196,333	$	210,391	$	78,030	$	1,484,754

Foreign currency translation	3,323		634		(95)		3,862
Balance March 31, 2022	$	1,199,656	$	211,025	$	77,935	$	1,488,616

Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). ~~We considered whether there were any changes in circumstances indicating~~As part of our Step Zero Analysis, we determined that ~~our goodwill might be impaired, including consideration of the ongoing impacts of the COVID-19~~

~~pandemic 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 ~~September 30, 2021.~~March 31, 2022.

Identifiable intangible assets consisted of the following (in thousands):


		September 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Finite-lived intangibles	Finite-lived intangibles													Finite-lived intangibles
Customer relationships	Customer relationships	$	169,540	$	(82,115)	$	87,425	$	171,684	$	(67,312)	$	104,372	Customer relationships	$	171,902	$	(96,491)	$	75,411	$	169,308	$	(88,302)	$	81,006
Trademarks		—		—		—		1,875		(937)		938
Total finite-lived intangibles		169,540		(82,115)		87,425		173,559		(68,249)		105,310

Indefinite-lived intangibles	Indefinite-lived intangibles													Indefinite-lived intangibles
Trademarks	Trademarks	8,600		—		8,600		8,600		—		8,600		Trademarks	8,600		—		8,600		8,600		—		8,600
Total intangibles	Total intangibles	$	178,140	$	(82,115)	$	96,025	$	182,159	$	(68,249)	$	113,910	Total intangibles	$	180,502	$	(96,491)	$	84,011	$	177,908	$	(88,302)	$	89,606

Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Amortization expense $ 6,130 $ 9,937 $ 19,416 $ 27,968


	Three Months Ended March 31,
		2022		2021
Amortization expense		$	6,034	$	7,086

Finite-lived intangible assets, by reportable segment, as of ~~September 30, 2021,~~March 31, 2022, will be amortized over their remaining lives as follows (in thousands):


		NAST		Global Forwarding		All Other and Corporate		Total			NAST		Global Forwarding		All Other and Corporate		Total
Remaining 2021		$	2,024	$	3,738	$	293	$	6,055
2022		8,096		14,953		1,171		24,220
Remaining 2022										Remaining 2022	$	6,073	$	11,614	$	836	$	18,523
2023	2023	8,096		12,304		1,171		21,571		2023	8,096		12,477		1,118		21,691
2024	2024	7,991		3,778		1,171		12,940		2024	7,986		3,693		1,118		12,797
2025	2025	7,857		2,479		1,171		11,507		2025	7,857		2,372		1,118		11,347
2026										2026	7,857		391		766		9,014
Thereafter	Thereafter	9,168		403		1,561		11,132		Thereafter	1,310		—		729		2,039
Total	Total							$	87,425	Total							$	75,411

NOTE 3. 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. There were no transfers between levels during the period.

NOTE 4. 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 of					Carrying value as of					Average interest rate as of					Carrying value as of
		September 30, 2021		December 31, 2020		Maturity	September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021		Maturity	March 31, 2022		December 31, 2021
Revolving credit facility	Revolving credit facility	1.20	%	—	%	October 2023	$	632,000	$	—	Revolving credit facility	1.34	%	1.23	%	October 2023	$	572,000	$	525,000
Senior Notes, Series A	Senior Notes, Series A	3.97	%	3.97	%	August 2023	175,000		175,000		Senior Notes, Series A	3.97	%	3.97	%	August 2023	175,000		175,000
Senior Notes, Series B	Senior Notes, Series B	4.26	%	4.26	%	August 2028	150,000		150,000		Senior Notes, Series B	4.26	%	4.26	%	August 2028	150,000		150,000
Senior Notes, Series C	Senior Notes, Series C	4.60	%	4.60	%	August 2033	175,000		175,000		Senior Notes, Series C	4.60	%	4.60	%	August 2033	175,000		175,000

Receivables securitization facility (1)											Receivables securitization facility (1)	0.82	%	0.73	%	November 2023	499,369		299,481
Senior Notes (1)	Senior Notes (1)	4.20	%	4.20	%	April 2028	593,950		593,301		Senior Notes (1)	4.20	%	4.20	%	April 2028	594,387		594,168
Total debt	Total debt						1,725,950		1,093,301		Total debt						2,165,756		1,918,649
Less: Current maturities and short-term borrowing	Less: Current maturities and short-term borrowing						(632,000)		—		Less: Current maturities and short-term borrowing						(572,000)		(525,000)
Long-term debt	Long-term debt						$	1,093,950	$	1,093,301	Long-term debt						$	1,593,756	$	1,393,649

(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY

We have a senior unsecured revolving credit facility (the "Credit Agreement") with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of applicable LIBOR plus 1.13 percent). In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.

The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.

NOTE PURCHASE AGREEMENT

On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated ~~$546.0~~$503.5 million on March 31, 2022. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at ~~September 30, 2021.~~fair value, they would be classified as Level 2.

The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.

The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson

Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.

~~COMBINEX CREDIT FACILITY~~

On ~~June 3,~~November 19, 2021, we ~~assumed~~amended the Note Purchase Agreement to among other things, facilitate the terms of the Receivables Securitization Facility.

U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION

On November 19, 2021, we entered into a ~~credit~~receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility ~~as part~~(the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our ~~acquisition of Combinex Holding B.V. (“Combinex”)~~U.S. trade accounts receivable with a total availability of ~~approximately $3.6~~$500 million as of March 31, 2022. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties and is recorded as a ~~maturity date~~noncurrent liability as of ~~January 18, 2027.~~March 31, 2022. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We ~~paid off~~consider these borrowings to be a Level 2 financial liability. Borrowings on the ~~$2.2~~Receivables Securitization Facility are included within proceeds on long-term borrowings on the consolidated statement of cash flows.

The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.

On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million ~~balance~~to $500 million pursuant to the provisions of ~~this facility in September 2021. For more information regarding~~ the ~~Combinex acquisition, refer to Note 8,~~ existing agreement.

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 ~~$680.2~~$618.8 million as of ~~September 30, 2021,~~March 31, 2022, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was ~~$594.0~~$594.4 million as of ~~September 30, 2021.~~March 31, 2022.

We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.

The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

In addition to the above financing agreements, we have a $15 million discretionary line of credit with US Bank of which $8$7.9 million is currently utilized for standby letters of credit related to insurance collateral as of ~~September 30, 2021.~~March 31, 2022. These standby letters of credit are renewed annually and were undrawn as of ~~September 30, 2021.~~

We estimate the fair value of our financing arrangements primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our risk. These are considered Level 2 financial liabilities.

~~U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION~~

We had a receivables securitization facility (the “Receivables Securitization Facility”) that expired on December 17, 2020 and was not renewed. The Receivables Securitization Facility was based on the securitization of certain of our U.S. trade accounts receivable and provided funding of up to $250 million. The trade accounts receivable under the facility were owned by C.H. Robinson Receivables LLC and were not available to the creditors of C.H. Robinson Worldwide, Inc., and our subsidiaries. The interest rate on borrowings under the Receivables Securitization Facility was based on one-month LIBOR plus 0.65 percent. There was also a commitment fee we were required to pay on any unused portion of the facility.March 31, 2022.

NOTE 5. INCOME TAXES

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three ~~and nine~~ months ended ~~September 30, 2021and 2020,~~March 31, 2022 and 2021, is as follows:

We have asserted that the unremitted earnings of a limited number of our foreign subsidiaries are permanently reinvested to support expansion of our international business. If we repatriated all foreign earnings that are considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of ~~September 30, 2021.~~March 31, 2022.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allowed for a deferral of the employer share of federal payroll taxes 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 allowed us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provided for a tax credit related to wages and health benefits provided to an employee whose work from March 17, 2020 through June 30, 2021 was impacted by COVID-19. The Consolidated Appropriations Act signed into law on December 27, 2020, extended the tax credit through June 30, 2021, and increased the maximum credit per employee from $5,000 per year in 2020 to $7,000 per quarter in 2021. Through September 30, 2021, wetaxes. We have recognized a payroll deferral ~~and tax credit~~ of ~~$28.5~~$14.7 million ~~and $0.7 million, respectively,~~ under the CARES Act ~~and The Consolidated Appropriations Act. We will continue evaluating the impact of both acts over the remainder of 2021.~~due on December 31, 2022.

As of ~~September 30, 2021,~~March 31, 2022, we have ~~$40.0~~$43.3 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately ~~$5.6~~$6.1 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before ~~2014.~~2015. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.

NOTE 6. 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Stock options	Stock options	$	4,070	$	5,081	$	12,064	$	15,119	Stock options	$	3,219	$	3,967
Stock awards	Stock awards	36,012		5,042		79,361		15,736		Stock awards	20,063		18,948
Company expense on ESPP discount	Company expense on ESPP discount	730		653		2,537		2,272		Company expense on ESPP discount	1,324		1,074
Total stock-based compensation expense	Total stock-based compensation expense	$	40,812	$	10,776	$	93,962	$	33,127	Total stock-based compensation expense	$	24,606	$	23,989

On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 17,041,803 shares can be granted under this plan following the amendment and restatement. Approximately ~~1,765,322~~415,630 shares were available for stock awards under the plan as of ~~September 30, 2021.~~March 31, 2022. Shares subject to

awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.

Stock Options - We have awarded stock options to certain key employees through 2020. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of ~~September 30, 2021,~~March 31, 2022, unrecognized compensation expense related to stock options was ~~$30.6~~$23.3 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.

Stock Awards - We have awarded performance-based restricted shares, ~~through 2020. We have also awarded~~ performance-based restricted stock units (“PSUs”), and time-based restricted stock ~~units to certain key employees and non-employee directors. Performance-based~~units. Nearly all of our awards ~~are subject to certain vesting requirements based on our earnings and adjusted gross profit growth. Time-based awards vest primarily based on the employee's continued employment. The awards also~~ contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants ~~vary~~with post-vesting holding restrictions varies from 12 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. ~~Differences~~The duration of the restriction period to sell or transfer vested awards, changes in ~~post-holding restrictions,~~the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

Performance-based Awards

We ~~granted 280,255~~have awarded performance-based restricted shares through 2020 to certain key employees and non-employee directors. These awards vest over a five-year period based on the company’s earnings growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These PSUs contain an upside opportunity of 200 percent contingent upon obtaining certain earnings per share and adjusted gross profit targets.

We award time-based restricted stock units to certain key employees and ~~619,689~~non-employee directors. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment. These grants are being expensed based on the terms of the awards.

We granted 330,072 PSUs and 634,118 time-based restricted stock units on February ~~3, 2021.~~9, 2022. The performance-based and time-based awards had a weighted average grant date fair value of ~~$74.76~~$76.74 and ~~$71.28, respectively, and~~$74.67, respectively. Time-based awards are eligible to vest over a three-year period with a first vesting date of December 31, 2021. The performance-based awards vest based on our earnings and adjusted gross profit growth and include an upside opportunity of 200 percent upon attaining established earnings and adjusted gross profit growth targets.2022.

We have also issued restricted stock units to certain key employees and non-employee directors, which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.

As of ~~September 30, 2021,~~March 31, 2022, there was unrecognized compensation expense of ~~$99.9~~$168.0 million related to previously granted ~~full value~~stock awards assuming maximum achievement is obtained on our performance-based awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings and adjusted gross profit growth, and certain other conditions.

Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan ("ESPP") allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands):

Three Months Ended September 30, 2021
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
55,904 $ 4,134 $ 730


Three Months Ended March 31, 2022
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
81,951	$	7,503	$	1,324

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible 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.

NOTE 8. ACQUISITIONS

Combinex Holding B.V.

On June 3, 2021, we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash.

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):


	Estimated Life (years)
Customer relationships	7	$	3,942

There was $10.8 million of goodwill recorded related to the acquisition of Combinex. The Combinex goodwill is a result of acquiring and retaining the Combinex workforce and expected synergies from integrating its business into ours. Purchase accounting is considered ~~preliminary.~~complete. The goodwill will not be deductible for tax purposes. The results of operations of Combinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since June 3, 2021.

~~Prime Distribution Services~~

On March 2, 2020, we acquired all of the outstanding shares of Prime Distribution Services (“Prime Distribution”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. This acquisition adds scale and value-added warehouse capabilities to our retail consolidation platform, adding to our global suite of services.

~~The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.~~


~~Current assets~~	$	~~8,879~~
~~Property and equipment~~	~~7,356~~
~~Right-of-use lease assets~~	~~35,017~~
~~Other intangible assets~~	~~55,000~~
~~Goodwill~~	~~176,727~~
~~Total assets~~	~~282,979~~

~~Current liabilities~~	~~12,243~~
~~Lease liabilities~~	~~35,017~~
~~Deferred tax liabilities~~	~~13,001~~
~~Net assets acquired~~	$	~~222,718~~

~~Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):~~
Estimated Life (years)
Customer relationships 7 $ 55,000

There was $176.7 million of goodwill recorded related to the acquisition of Prime Distribution. The Prime Distribution goodwill is a result of acquiring and retaining the Prime Distribution workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the North American Surface Transportation segment in our consolidated financial statements since March 1, 2020.

NOTE 9. 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 2 reportable segments in addition to All Other and Corporate as summarized below:

•North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.

•Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.

•All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.

The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.

Reportable segment information as of, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ is as follows (dollars in thousands):

NAST Global Forwarding All Other and Corporate Consolidated
Three Months Ended September 30, 2021
Total revenues $ 3,814,988 $ 1,978,901 $ 469,806 $ 6,263,695
Income (loss) from operations 149,035 165,155 (3,421) 310,769
Depreciation and amortization 6,620 5,427 10,359 22,406
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606
Average headcount 6,764 5,167 4,037 15,968
NAST Global Forwarding All Other and Corporate Consolidated
Three Months Ended September 30, 2020
Total revenues $ 2,923,842 $ 831,957 $ 469,001 $ 4,224,800
Income (loss) from operations 122,526 46,299 (586) 168,239
Depreciation and amortization 7,095 9,385 10,436 26,916
Total assets(1)
3,041,974 1,148,118 884,746 5,074,838
Average headcount 6,702 4,607 3,595 14,904
NAST Global Forwarding All Other and Corporate Consolidated
Nine Months Ended September 30, 2021
Total revenues $ 10,611,892 $ 4,585,734 $ 1,402,664 $ 16,600,290
Income (loss) from operations 436,911 363,956 (6,165) 794,702
Depreciation and amortization 19,779 17,352 31,490 68,621
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606
Average headcount 6,650 4,951 3,881 15,482
NAST Global Forwarding All Other and Corporate Consolidated
Nine Months Ended September 30, 2020
Total revenues $ 8,222,879 $ 2,070,161 $ 1,364,614 $ 11,657,654
Income (loss) from operations 357,898 117,033 (8,465) 466,466
Depreciation and amortization 19,550 27,740 29,777 77,067
Total assets(1)
3,041,974 1,148,118 884,746 5,074,838
Average headcount 6,870 4,716 3,591 15,177


	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended March 31, 2022
Total revenues	$	4,114,889	$	2,194,397	$	506,667	$	6,815,953
Income (loss) from operations	182,354		167,638		(4,518)		345,474
Depreciation and amortization	6,239		5,555		10,692		22,486
Total assets(1)	3,701,164		2,940,486		879,688		7,521,338
Average headcount	7,348		5,610		4,300		17,258

	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended March 31, 2021
Total revenues	$	3,211,423	$	1,156,039	$	436,407	$	4,803,869
Income (loss) from operations	136,784		90,589		(4,044)		223,329
Depreciation and amortization	6,625		5,649		11,004		23,278
Total assets(1)	3,218,084		1,582,967		795,572		5,596,623
Average headcount	6,537		4,735		3,725		14,997

(1) All cash and cash equivalents are included in All Other and Corporate.

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 nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):

Three Months Ended September 30, 2021
NAST Global Forwarding All Other and Corporate Total
Major Service Lines
Transportation and logistics services(1)
$ 3,814,988 $ 1,978,901 $ 206,012 $ 5,999,901
Sourcing(2)
— — 263,794 263,794
Total $ 3,814,988 $ 1,978,901 $ 469,806 $ 6,263,695
Three Months Ended September 30, 2020
NAST Global Forwarding All Other and Corporate Total
Major Service Lines
Transportation and logistics services(1)
$ 2,923,842 $ 831,957 $ 189,182 $ 3,944,981
Sourcing(2)
— — 279,819 279,819
Total $ 2,923,842 $ 831,957 $ 469,001 $ 4,224,800

Transportation and logistics services(1)

(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 ~~September 30, 2021,~~March 31, 2022, and revenue recognized in the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.

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,~~ ~~Leases, 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 aton commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized aton the commencement date as the total lease liability plus prepaid ~~rents and less any deferred rent liability that existed under ASC 840,~~ ~~Leases,~~ ~~upon transition.~~rents. As ~~most of~~ our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.

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

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of ~~September 30, 2021.~~March 31, 2022.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of ~~September 30, 2021,~~March 31, 2022, and for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 (dollars in thousands):

Weighted average remaining lease term (in years)(1)

(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.4 years.

The maturities of lease liabilities as of ~~September 30, 2021,~~March 31, 2022, were as follows (in thousands):
Maturity of Lease Liabilities Operating Leases
Remaining 2021 $ 14,165
2022 79,177
2023 65,008
2024 44,974
2025 33,834
Thereafter 112,063
Total lease payments 349,221
Less: Interest (36,849)
Present value of lease liabilities $ 312,372


Maturity of Lease Liabilities	Operating Leases
Remaining 2022	$	56,877
2023	76,550
2024	55,069
2025	39,236
2026	29,482
Thereafter	89,438
Total lease payments	346,652
Less: Interest	(33,843)
Present value of lease liabilities	$	312,809

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.

NOTE 12. ALLOWANCE FOR CREDIT LOSSES

Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, ~~and~~ our customers' credit ratings, in addition to other customer specific factors. We have also ~~assessed~~considered recent trends and developments related to the current macroeconomic environment ~~including the impact of the COVID-19 pandemic, to determine~~in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.

A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:


Balance, December 31, ~~2020~~2021	$	~~38,113~~41,542
Provision	~~2,885~~1,177
Write-offs	~~(3,884)~~(254)
Balance, ~~September 30, 2021~~March 31, 2022	$	~~37,114~~42,465

Recoveries of amounts previously written off were not significant for the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022.

NOTE 13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance ~~at September 30, 2021~~on March 31, 2022 and December 31, ~~2020,~~2021, was ~~$65.5~~$54.3 million and ~~$46.0~~$61.1 million, respectively. ~~Accumulated other comprehensive loss~~The recorded balance on March 31, 2022 and December 31, 2021 is comprised solely of foreign currency adjustments, ~~at September 30, 2021 and December 31, 2020.~~including foreign currency translation.

Other comprehensive ~~loss~~income was ~~$12.0~~$6.9 million compared to other comprehensive ~~income~~loss of ~~$13.2~~$7.3 million for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Other comprehensive ~~loss was $19.5 million compared to other comprehensive~~ income ~~of $5.3 million for the nine months ended September 30, 2021~~ and ~~2020, respectively. Other comprehensive~~ loss ~~and income~~ consisted of foreign currency adjustments, including foreign currency translation, for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. Both periods were driven primarily by fluctuations in the Australian Dollar and the Singapore Dollar.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes.

FORWARD-LOOKING INFORMATION

Our quarterly report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events that, by their nature, involve risks and uncertainties. Forward-looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions or dispositions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include, but are not limited to, changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to identify or complete suitable acquisitions;our ability to successfully integrate the operations of acquired companies with our historic operations; risks associated with litigation, including contingent auto liability and insurance coverage; risks ~~related to the elimination of LIBOR; risks~~ associated with the potential impact of changes in government regulations; our ability to hire and retain a sufficient number of qualified personnel;risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19, and other risks and uncertainties, detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on February ~~19, 2021~~23, 2022 as well as the updates to these risk factors included in Part II—“Item 1A, Risk Factors,” herein.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. Our mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers. We provide freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries. We operate through a network of offices in North America, Europe, Asia, Oceania, and South America. We offer a global suite of services using tailored, market-leading solutions built by and for supply chain experts. Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, digital solutions, and scale.

Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit and adjusted gross profit margin. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2021				2020				2021				2020						2022			2021
Revenues:	Revenues:																	Revenues:
Transportation	Transportation	$	5,999,901			$	3,944,981			$	15,800,576			$	10,835,710			Transportation			$	6,528,351			$	4,560,227
Sourcing	Sourcing	263,794				279,819				799,714				821,944				Sourcing			287,602				243,642
Total revenues	Total revenues	6,263,695				4,224,800				16,600,290				11,657,654				Total revenues			6,815,953				4,803,869
Costs and expenses:	Costs and expenses:																	Costs and expenses:
Purchased transportation and related services	Purchased transportation and related services	5,180,390				3,378,651				13,580,980				9,141,354				Purchased transportation and related services			5,650,224				3,881,285
Purchased products sourced for resale	Purchased products sourced for resale	239,113				256,876				723,562				744,621				Purchased products sourced for resale			259,533				220,204
Direct internally developed software amortization	Direct internally developed software amortization	5,152				4,388				14,601				12,124				Direct internally developed software amortization			5,734				4,647
Total direct costs	Total direct costs	5,424,655				3,639,915				14,319,143				9,898,099				Total direct costs			5,915,491				4,106,136
Gross profit / Gross profit margin	Gross profit / Gross profit margin	839,040		13.4	%	584,885		13.8	%	2,281,147		13.7	%	1,759,555		15.1	%	Gross profit / Gross profit margin			900,462		13.2	%	697,733		14.5	%
Plus: Direct internally developed software amortization	Plus: Direct internally developed software amortization	5,152				4,388				14,601				12,124				Plus: Direct internally developed software amortization			5,734				4,647
Adjusted gross profit / Adjusted gross profit margin	Adjusted gross profit / Adjusted gross profit margin	$	844,192	13.5	%	$	589,273	13.9	%	$	2,295,748	13.8	%	$	1,771,679	15.2	%	Adjusted gross profit / Adjusted gross profit margin			$	906,196	13.3	%	$	702,380	14.6	%

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2021			2020			2021			2020					2022			2021

Total revenues	Total revenues	$	6,263,695		$	4,224,800		$	16,600,290		$	11,657,654		Total revenues		$	6,815,953		$	4,803,869
Operating income	Operating income	310,769			168,239			794,702			466,466			Operating income		345,474			223,329
Operating margin	Operating margin	5.0		%	4.0		%	4.8		%	4.0		%	Operating margin		5.1		%	4.6		%

Adjusted gross profit	Adjusted gross profit	$	844,192		$	589,273		$	2,295,748		$	1,771,679		Adjusted gross profit		$	906,196		$	702,380
Operating income	Operating income	310,769			168,239			794,702			466,466			Operating income		345,474			223,329
Adjusted operating margin	Adjusted operating margin	36.8		%	28.6		%	34.6		%	26.3		%	Adjusted operating margin		38.1		%	31.8		%

The North American surface transportation market continues to be impacted by tight carrier capacity ~~as strong demand combined with ongoing~~although the market did start to soften within the first quarter of 2022. While driver availability challenges and supply chain disruptions caused by port congestion ~~and weather events continue~~have continued, the market has started to ~~drive~~show signs of improvement. Moderating demand combined with capacity entering the market has resulted in purchased transportation costs declining near the end of the first quarter of 2022. Despite these declines, purchased transportation costs continue to ~~new~~be well above historic ~~levels.~~levels and above those in the first quarter of 2021. Industry freight volumes, as measured by the Cass Freight Index, ~~increased approximately 9 percent~~were flat during the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020.~~2021. This compares to ~~an 8~~a 7.5 percent ~~decline~~increase for the same index during the ~~third~~first quarter of ~~2020.~~2021. One of the metrics we use to measure market conditions is the truckload routing guide depth from our Managed Services business. Routing guide depth represents the number of carriers contacted prior to acceptance when procuring a transportation provider. The average routing guide depth of tender in the ~~third~~first quarter of ~~2021~~ 2022 was 1.7, representing that on average, the first or second carrier in a shipper's routing guide was executing the shipment in most cases. ThisThis average routing guide penetration ~~compares to 1.6 in~~was consistent with all of 2021. Within the ~~third~~first quarter of ~~2020~~2022, this metric declined and ~~is reflective~~reached 1.5 by the end of the ~~tight carrier~~quarter as more capacity entered the market and demand began to soften resulting in ~~both~~first tender rates climbing across the ~~third quarter of 2021 and 2020.~~industry.

The global forwarding market continues to be significantly impacted by supply chain disruptions caused by ongoing port congestion along with transportation equipment shortages. While port congestion remains challenging in the western United States, conditions showed signs of improvement in the first quarter of 2022, as more freight continues to be diverted to the southern and ~~labor shortages. These disruptions combined with strong~~eastern United States. In addition, continued pandemic related shutdowns and the regional relocation of manufacturing in Asia have also resulted in shifts in the global supply chain and an easing of demand ~~have continued to drive purchased transportation costs~~ for ~~both~~ ocean ~~and~~freight out of China. Demand in the air freight tomarket showed signs of slowing in the first quarter of 2022 but remain above historic levels. ~~Due~~Air freight conversions back to ~~the unprecedented challenges in the~~ ocean freight ~~market, conversions to air~~have increased with more shippers seeking lower supply chain costs by tolerating the longer duration of ocean freight ~~have become increasingly common. This has resulted in a continued increase in charter flights and larger than normal shipment sizes as traditional air~~transit. Air freight capacity remains strained by a reduction of commercial flights since the beginning of the COVID-19 ~~pandemic.~~pandemic, although the softening of demand has resulted in a decreased frequency of charter flights.

Our ~~third~~first quarter of ~~2021~~2022 surface transportation results ~~continue~~benefited from the softening market conditions, as periods where the cost of purchased transportation begins to ~~be impacted by the rising cost and price environment summarized~~decline often result in ~~the market trends section. We have not, however, experienced the significant year over year volume volatility seen~~improved adjusted gross profits per transaction in ~~the industry~~our portfolio. Industry freight volumes as measured by the Cass Freight ~~Index.~~Index were flat in the first quarter of 2022 compared to the first quarter of 2021. Industry freight volumes increased approximately 97.5 percent during the ~~third~~first quarter of ~~2021 compared to an 8 percent decline during the third quarter of 2020.~~2021. Our combined NAST truckload and less than truckload ("LTL") volume increased ~~2.5~~1.0 percent during the ~~third~~first quarter of ~~2021~~2022 compared to ~~an 8.0~~a 5.5 percent increase during the ~~third~~first quarter of ~~2020.~~2021. We have continued to ~~work with our customers to meet~~reprice our contractual ~~commitments since~~truckload business to reflect the ~~beginning~~elevated cost environment and participate to a greater extent in the spot market. As a result of our repricing efforts and the impact of the ~~COVID-19 pandemic which has resulted in a higher than normal~~softening market conditions, our adjusted gross profit per shipment increased and the percentage of shipments with negative adjusted gross profit margins and less volatility in our combined NAST truckload and LTL volumes as compared to the Cass Freight Index. We continue to reshape our portfolio by adapting our pricing to reflect the rising cost environment and participating to a greater extentimproved significantly in the ~~spot market. The strong demand and tight carrier capacity conditions resulted in our~~first quarter of 2022. Our average truckload linehaul cost per mile, excluding fuel costs, ~~increasing 26.0~~increased 21.0 percent during the ~~third~~first quarter of ~~2021.~~2022. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately ~~27.0~~20.5 percent during the ~~third~~first quarter of ~~2021.~~2022.

In our global forwarding business, we continued to experience significant increases in purchased transportation costs for both ocean and air freight due to port congestion in addition to the equipment and labor shortages impacting the global forwarding market. This along with increased volumes has resulted in strong growth in both total revenue and cost of transportation for our ocean and air freight services. Ocean volumes increased ~~12.0~~7.0 percent with strong growth in ~~nearly~~North America and Europe more than offsetting a modest decline in Asia resulting from pandemic-related shutdowns in China. Air freight tonnage increased 10.0 percent with strong growth in all regions we serve driven by higher award sizes from existing customers and new customer growth. In addition, we experienced strong growth in our air freight services driven by ocean freight conversions resulting from the significant disruptions experienced in the industry.serve.

On June 3, 2021, we acquired Combinex Holding B.V. (“Combinex”) to further expand our European road transportation presence. Our consolidated results include the results of Combinex as of June 3, 2021. 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 acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the NAST segment in our consolidated financial statements since March 1, 2020.

~~SIGNIFICANT DEVELOPMENTS~~

During the three months ended September 30, 2021, our financial results and operations were impacted by the COVID-19 pandemic and supply chain disruptions impacting the global forwarding and surface transportation markets as described above and discussed throughout Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” The extent to which the COVID-19 pandemic and supply chain disruptions impact our financial results and operations for the remainder of 2021 and going forward will depend on future developments which are highly uncertain and cannot be predicted, including fluctuations in the severity of the COVID-19 outbreak and the actions being taken to contain and treat it in addition to actions being taken to resolve issues facing supply chains around the globe.

We have taken a variety of measures to ensure the availability, continuity, and security of our critical infrastructure, ensure the health and safety of our employees around the globe, and provide service and supply chain continuity to our customers and contracted carriers in order to deliver critical and essential goods and services. We have also adopted work-from-home arrangements, and as of September 30, 2021, approximately 80 percent of our employees were working remotely executing their duties and responsibilities. We do not believe these policies and initiatives will adversely impact our operations.

Due to the ongoing uncertainty around the severity and duration of the outbreak, including the emergence of COVID-19 variants, we are not able at this time to estimate the impact COVID-19 may have on our financial results and operations for the remainder of 2021 and going forward. However, the impact could be material in all business segments and could be material during any future period affected either directly or indirectly by this pandemic. Many businesses have experienced, and may continue to experience, reduced production and output which has resulted, and could continue to result, in a decrease in freight volumes across a number of industries, reducing our contractual and spot-market opportunities. In addition, a significant number of our contracted carriers have reduced, and may continue to reduce, their capacity or charge higher prices in light of the volatile market conditions which has reduced and may continue to reduce our adjusted gross profit margins as we honor our contractual freight rates.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select ~~third~~first quarter ~~2021~~2022 year-over-year operating comparisons to the ~~third~~first quarter ~~2020:~~2021:

•Total revenues increased ~~48.3~~41.9 percent to ~~$6.3~~$6.8 billion, driven primarily by higher pricing and higher volume across most of our services.

•Gross profits increased ~~43.5~~29.1 percent to ~~$839.0~~$900.5 million. Adjusted gross profits increased ~~43.3~~29.0 percent to ~~$844.2~~$906.2 million, primarily ~~driven by~~due to higher adjusted gross profit per transaction and higher volume across most of our services.

•Personnel expenses increased ~~32.0~~14.6 percent to ~~$399.9~~$413.4 million, primarily due to higher ~~incentive compensation costs and also due to the benefit realized in the third quarter of 2020 from our short-term, pandemic-related cost reductions.~~headcount. Average headcount increased ~~7.1~~15.1 percent.

•Other selling, general, and administrative (“SG&A”) expenses increased ~~13.0~~24.7 percent to ~~$133.5~~$147.4 million, primarily due to ~~the benefit realized in the third quarter of 2020 from our short-term, pandemic-related cost reductions.~~higher purchased and contracted services, a non-recurring legal expense, and increased travel expenses.

•Income from operations totaled ~~$310.8~~$345.5 million, up ~~84.7~~54.7 percent due to the increase in adjusted gross ~~profits.~~profits, partially offset by the increase in operating expenses.

•Adjusted operating margin of ~~36.8~~38.1 percent increased ~~820~~630 basis points.

•Interest and other income/expenses totaled ~~$16.7~~$14.2 million, consisting primarily of ~~$13.1~~$14.5 million of interest expense, which increased ~~$1.2~~$2.3 million versus last year due to a higher average debt balance. ~~The third quarter also included a $3.8 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.~~

•The effective tax rate in the quarter was ~~16.0~~18.4 percent compared to ~~15.1~~18.3 percent in the ~~third~~first quarter last year. ~~The rate increase was due primarily to a lower tax benefit related to stock-based compensation.~~

•Diluted earnings per share (EPS) increased ~~85.0~~60.2 percent to ~~$1.85.~~$2.05.

•Cash flow from operations ~~decreased $317.9 million driven by a large increase in working capital as of September 30, 2021.~~improved $42.8 million.

CONSOLIDATED RESULTS OF OPERATIONS

The following table summarizes our results of operations (dollars in thousands, except per share data):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2021			2020			% change		2021			2020			% change				2022			2021			% change
Revenues:	Revenues:																	Revenues:
Transportation	Transportation	$	5,999,901		$	3,944,981		52.1	%	$	15,800,576		$	10,835,710		45.8	%	Transportation		$	6,528,351		$	4,560,227		43.2	%
Sourcing	Sourcing	263,794			279,819			(5.7)	%	799,714			821,944			(2.7)	%	Sourcing		287,602			243,642			18.0	%
Total revenues	Total revenues	6,263,695			4,224,800			48.3	%	16,600,290			11,657,654			42.4	%	Total revenues		6,815,953			4,803,869			41.9	%
Costs and expenses:	Costs and expenses:																	Costs and expenses:
Purchased transportation and related services	Purchased transportation and related services	5,180,390			3,378,651			53.3	%	13,580,980			9,141,354			48.6	%	Purchased transportation and related services		5,650,224			3,881,285			45.6	%
Purchased products sourced for resale	Purchased products sourced for resale	239,113			256,876			(6.9)	%	723,562			744,621			(2.8)	%	Purchased products sourced for resale		259,533			220,204			17.9	%
Personnel expenses	Personnel expenses	399,880			302,904			32.0	%	1,123,616			933,607			20.4	%	Personnel expenses		413,361			360,835			14.6	%
Other selling, general, and administrative expenses	Other selling, general, and administrative expenses	133,543			118,130			13.0	%	377,430			371,606			1.6	%	Other selling, general, and administrative expenses		147,361			118,216			24.7	%
Total costs and expenses	Total costs and expenses	5,952,926			4,056,561			46.7	%	15,805,588			11,191,188			41.2	%	Total costs and expenses		6,470,479			4,580,540			41.3	%
Income from operations	Income from operations	310,769			168,239			84.7	%	794,702			466,466			70.4	%	Income from operations		345,474			223,329			54.7	%
Interest and other expense		(16,662)			(7,465)			123.2	%	(41,419)			(32,904)			25.9	%
Interest and other income/expense, net																		Interest and other income/expense, net		(14,174)			(11,260)			25.9	%
Income before provision for income taxes	Income before provision for income taxes	294,107			160,774			82.9	%	753,283			433,562			73.7	%	Income before provision for income taxes		331,300			212,069			56.2	%
Provision for income taxes	Provision for income taxes	47,054			24,245			94.1	%	139,136			74,948			85.6	%	Provision for income taxes		60,952			38,764			57.2	%
Net income	Net income	$	247,053		$	136,529		81.0	%	$	614,147		$	358,614		71.3	%	Net income		$	270,348		$	173,305		56.0	%

Diluted net income per share	Diluted net income per share	$	1.85		$	1.00		85.0	%	$	4.56		$	2.63		73.4	%	Diluted net income per share		$	2.05		$	1.28		60.2	%

Average headcount	Average headcount	15,968			14,904			7.1	%	15,482			15,177			2.0	%	Average headcount		17,258			14,997			15.1	%

Adjusted gross profit margin percentage(1)	Adjusted gross profit margin percentage(1)																	Adjusted gross profit margin percentage(1)
Transportation	Transportation	13.7		%	14.4		%	(70 bps)		14.0		%	15.6		%	(160 bps)		Transportation		13.5		%	14.9		%	(140 bps)
Sourcing	Sourcing	9.4		%	8.2		%	120 bps		9.5		%	9.4		%	10 bps		Sourcing		9.8		%	9.6		%	20 bps
Total adjusted gross profit margin	Total adjusted gross profit margin	13.5		%	13.9		%	(40 bps)		13.8		%	15.2		%	(140 bps)		Total adjusted gross profit margin		13.3		%	14.6		%	(130 bps)

________________________________

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.

A reconciliation of our reportable segments to our consolidated results can be found in Note 9, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.

Total revenues and direct costs. Total transportation revenues and purchased transportation and related services increased significantly, primarily ~~driven by~~due to higher pricing in ocean and truckload, in addition to increased volumes most notably in ~~nearly all~~truckload and ocean services. The higher pricing was driven by the continued supply chain disruptions impacting both ~~the~~ global forwarding and surface transportation ~~market~~markets discussed above in the market and business trends sections. Our sourcing total revenue and purchased products sourced for resale ~~decreased~~increased as a result of ~~a decrease in~~higher cost and pricing per case and increased case volume ~~with retail customers.~~across all customer verticals.

Gross profits and adjusted gross profits. Our transportation adjusted gross ~~profit~~profits increased due to increased pricing in ocean, truckload and ~~truckload~~LTL services resulting in higher adjusted gross profits per transaction in addition to volume increases in ~~nearly all~~truckload and ocean services. Our transportation adjusted gross profit margin decreased driven by the increased cost of purchased transportation in all of our service lines. Sourcing adjusted gross profits increased driven by an increase in case volume from sourcing managed procurement customers in the food service industry as the prior year period experienced a significant decrease in demand resulting from the COVID-19 pandemic. This increase was partially offset by a decrease in case volume with retail customers.across all customer verticals.

Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation ~~increases reflecting the strong results in the current period,~~driven by an increase in average headcount, and the impact of steps taken to reduce costs in response to the COVID-19 pandemic in the prior period, including furloughs, reduced work hours, and the temporary suspension of the company match to retirement plans for U.S. and Canadian employees. Stock-based compensation expense recognized on performance-based equity awards granted prior to 2021 totaled $22.7 million in the current period compared to none in the prior period.headcount. SG&A expenses increased due to increased purchased services ~~primarily due~~including temporary labor in addition to ~~the impact of short-term pandemic-related cost reductions in the prior year period.~~higher claims and credit losses, warehouse and travel expense.

Interest and other income/expense. Interest and other income/expense primarily consisted of interest expense of ~~$13.1~~$14.5 million in the ~~third~~first quarter of ~~2021~~2022 and a ~~$3.8~~$1.5 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses. Interest expense increased driven by a higher average debt balance in the ~~third~~first quarter of 2022 compared to the first quarter of 2021. The first quarter of 2021 ~~compared to the third quarter of 2020. The third quarter of 2020~~ included a ~~$3.3~~$2.9 million ~~favorable~~unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes. Our effective income tax rate was ~~16.0~~18.4 percent for the ~~third~~first quarter of ~~2021~~2022 compared to ~~15.1~~18.3 percent for the ~~third~~first quarter of ~~2020.~~2021. The effective income tax rate for the ~~third~~first quarter of ~~2021~~2022 was lower than the statutory federal income tax rate primarily due to ~~a lower~~the tax ~~rate on foreign earnings~~impact of U.S. tax credits and incentives, which ~~decreased our~~reduced the effective tax rate by ~~4.2~~1.9 percentage points, ~~in the third quarter of 2021. The effective income tax rate for the third quarter of 2020 was lower than the statutory federal income tax rate primarily due to foreign tax credits~~ and the tax impact of share-based payment awards, which reduced the effective tax rate by ~~5.2~~1.3 percentage ~~points and 3.8 percentage points, respectively.~~



	PART I. Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of ~~September~~ ~~30, 2021,~~ March 31, 2022, and December 31, ~~2020~~2021	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three ~~and~~ ~~Nine~~ Months Ended S e ~~ptember~~ ~~30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Condensed Consolidated Statements of Stockholders' Investment for the Three Ended March 31, 2022 and ~~Nine~~ ~~Months Ended~~ ~~September~~ ~~30,~~ 2021 ~~and 2020~~	5
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Thre e Months Ended S ~~eptember~~ ~~30,~~March 31, 2022 and 2021 ~~and~~ 20 20	76
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2017
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3126
Item 4.	Controls and Procedures	3226

	PART II. Other Information

Item 1.	Legal Proceedings	3327
Item 1A.	Risk Factors	3327
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3327
Item 3.	Defaults Up on Senior Securities	3327
Item 4.	Mine Safety Disclosures	3327
Item 5.	Other Information	3327
Item 6.	Exhibits	3428
	Signatures	3529


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	202,649	$	243,796	Cash and cash equivalents	$	242,809	$	257,413
Receivables, net of allowance for credit loss of $37,114 and $38,113		3,721,571		2,449,577
Receivables, net of allowance for credit loss of $42,465 and $41,542						Receivables, net of allowance for credit loss of $42,465 and $41,542	4,391,512		3,963,487
Contract assets, net of allowance for credit loss	Contract assets, net of allowance for credit loss	416,971		197,176		Contract assets, net of allowance for credit loss	504,604		453,660
Prepaid expenses and other	Prepaid expenses and other	89,472		51,152		Prepaid expenses and other	140,306		129,593

Total current assets	Total current assets	4,430,663		2,941,701		Total current assets	5,279,231		4,804,153
Property and equipment, net of accumulated depreciation and amortization	Property and equipment, net of accumulated depreciation and amortization	177,418		178,949		Property and equipment, net of accumulated depreciation and amortization	139,926		139,831
Goodwill	Goodwill	1,486,199		1,487,187		Goodwill	1,488,616		1,484,754
Other intangible assets, net of accumulated amortization	Other intangible assets, net of accumulated amortization	96,025		113,910		Other intangible assets, net of accumulated amortization	84,011		89,606
Right-of-use lease assets	Right-of-use lease assets	297,249		319,785		Right-of-use lease assets	297,425		292,559
Deferred tax assets	Deferred tax assets	26,244		18,640		Deferred tax assets	129,232		124,900
Other assets	Other assets	88,808		84,086		Other assets	102,897		92,309
Total assets	Total assets	$	6,602,606	$	5,144,258	Total assets	$	7,521,338	$	7,028,112

LIABILITIES AND STOCKHOLDERS’ INVESTMENT	LIABILITIES AND STOCKHOLDERS’ INVESTMENT					LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,797,441	$	1,195,099	Accounts payable	$	2,001,180	$	1,813,473
Outstanding checks	Outstanding checks	66,748		88,265		Outstanding checks	65,735		105,828
Accrued expenses:	Accrued expenses:					Accrued expenses:
Compensation	Compensation	173,353		138,460		Compensation	121,768		201,421
Transportation expense	Transportation expense	319,154		153,574		Transportation expense	385,603		342,778
Income taxes	Income taxes	39,276		43,700		Income taxes	143,656		100,265
Other accrued liabilities	Other accrued liabilities	157,251		154,460		Other accrued liabilities	182,754		171,266
Current lease liabilities	Current lease liabilities	66,470		66,174		Current lease liabilities	68,507		66,311
Current portion of debt	Current portion of debt	632,000		—		Current portion of debt	572,000		525,000
Total current liabilities	Total current liabilities	3,251,693		1,839,732		Total current liabilities	3,541,203		3,326,342

Long-term debt	Long-term debt	1,093,950		1,093,301		Long-term debt	1,593,756		1,393,649
Noncurrent lease liabilities	Noncurrent lease liabilities	245,902		268,572		Noncurrent lease liabilities	244,302		241,369
Noncurrent income taxes payable	Noncurrent income taxes payable	25,449		26,015		Noncurrent income taxes payable	28,617		28,390
Deferred tax liabilities	Deferred tax liabilities	20,259		22,182		Deferred tax liabilities	17,244		16,113
Other long-term liabilities	Other long-term liabilities	14,553		14,523		Other long-term liabilities	714		315
Total liabilities	Total liabilities	4,651,806		3,264,325		Total liabilities	5,425,836		5,006,178
Stockholders’ investment:	Stockholders’ investment:					Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding	Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding	—		—		Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.10 par value, 480,000 shares authorized; 179,206 and 179,232 shares issued, 130,376 and 134,298 outstanding		13,038		13,430
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,206 shares issued, 128,011 and 129,186 outstanding						Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,206 shares issued, 128,011 and 129,186 outstanding	12,801		12,919
Additional paid-in capital	Additional paid-in capital	637,182		566,022		Additional paid-in capital	680,857		673,628
Retained earnings	Retained earnings	4,779,964		4,372,833		Retained earnings	5,134,667		4,936,861
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(65,480)		(45,998)		Accumulated other comprehensive loss	(54,264)		(61,134)
Treasury stock at cost (48,830 and 44,934 shares)		(3,413,904)		(3,026,354)
Treasury stock at cost (51,193 and 50,020 shares)						Treasury stock at cost (51,193 and 50,020 shares)	(3,678,559)		(3,540,340)
Total stockholders’ investment	Total stockholders’ investment	1,950,800		1,879,933		Total stockholders’ investment	2,095,502		2,021,934
Total liabilities and stockholders’ investment	Total liabilities and stockholders’ investment	$	6,602,606	$	5,144,258	Total liabilities and stockholders’ investment	$	7,521,338	$	7,028,112


		Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment			Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2020		134,298	$	13,430	$	566,022	$	4,372,833	$	(45,998)	$	(3,026,354)	$	1,879,933
Balance December 31, 2021															Balance December 31, 2021	129,186	$	12,919	$	673,628	$	4,936,861	$	(61,134)	$	(3,540,340)	$	2,021,934
Net income	Net income						173,305						173,305		Net income						270,348						270,348
Foreign currency adjustments	Foreign currency adjustments								(7,286)				(7,286)		Foreign currency adjustments								6,870				6,870
Dividends declared, $0.51 per share							(69,606)						(69,606)
Stock issued for employee benefit plans		357	36		(21,805)						18,766		(3,003)
Issuance of restricted stock, net of forfeitures		(26)	(3)		3								—
Stock-based compensation expense		—	—		23,989						—		23,989
Repurchase of common stock		(1,386)	(139)								(129,006)		(129,145)
Balance March 31, 2021		133,243	13,324		568,209		4,476,532		(53,284)		(3,136,594)		1,868,187
Net income							193,789						193,789
Foreign currency adjustments									(162)				(162)
Dividends declared, $0.51 per share							(69,094)						(69,094)
Stock issued for employee benefit plans		250	25		418						16,151		16,594

Stock-based compensation expense		—	—		29,161						—		29,161
Repurchase of common stock		(1,358)	(136)								(132,169)		(132,305)
Balance June 30, 2021		132,135	$	13,213	$	597,788	$	4,601,227	$	(53,446)	$	(3,252,612)	$	1,906,170
Net income							247,053						247,053
Foreign currency adjustments									(12,034)				(12,034)
Dividends declared, $0.51 per share							(68,316)						(68,316)
Dividends declared, $0.55 per share															Dividends declared, $0.55 per share						(72,542)						(72,542)
Stock issued for employee benefit plans	Stock issued for employee benefit plans	91	9		(1,418)						5,755		4,346		Stock issued for employee benefit plans	418	42		(17,377)						26,239		8,904
Stock-based compensation expense	Stock-based compensation expense	—	—		40,812						—		40,812		Stock-based compensation expense	—	—		24,606						—		24,606
Repurchase of common stock	Repurchase of common stock	(1,850)	(184)								(167,047)		(167,231)		Repurchase of common stock	(1,593)	(160)								(164,458)		(164,618)
Balance September 30, 2021		130,376	$	13,038	$	637,182	$	4,779,964	$	(65,480)	$	(3,413,904)	$	1,950,800
Balance March 31, 2022															Balance March 31, 2022	128,011	$	12,801	$	680,857	$	5,134,667	$	(54,264)	$	(3,678,559)	$	2,095,502


		Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Investment			Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2019		134,895	$	13,490	$	546,646	$	4,144,834	$	(76,149)	$	(2,958,091)	$	1,670,730
Balance December 31, 2020															Balance December 31, 2020	134,298	$	13,430	$	566,022	$	4,372,833	$	(45,998)	$	(3,026,354)	$	1,879,933
Net income	Net income						78,146						78,146		Net income						173,305						173,305
Foreign currency adjustments	Foreign currency adjustments								(32,195)				(32,195)		Foreign currency adjustments								(7,286)				(7,286)
Dividends declared, $0.51 per share	Dividends declared, $0.51 per share						(69,871)						(69,871)		Dividends declared, $0.51 per share						(69,606)						(69,606)
Stock issued for employee benefit plans	Stock issued for employee benefit plans	343	34		(24,192)						21,632		(2,526)		Stock issued for employee benefit plans	357	36		(21,805)						18,766		(3,003)
Issuance of restricted stock, net of forfeitures	Issuance of restricted stock, net of forfeitures	321	32		(32)								—		Issuance of restricted stock, net of forfeitures	(26)	(3)		3								—
Stock-based compensation expense	Stock-based compensation expense	—	—		11,397						—		11,397		Stock-based compensation expense	—	—		23,989						—		23,989
Repurchase of common stock	Repurchase of common stock	(973)	(97)								(68,466)		(68,563)		Repurchase of common stock	(1,386)	(139)								(129,006)		(129,145)
Balance March 31, 2020		134,586	13,459		533,819		4,153,109		(108,344)		(3,004,925)		1,587,118
Net income							143,939						143,939
Foreign currency adjustments									24,253				24,253
Dividends declared, $0.51 per share							(69,791)						(69,791)
Stock issued for employee benefit plans		138	13		(1,165)						9,007		7,855
Stock-based compensation expense		—	—		10,954						—		10,954
Balance June 30, 2020		134,724	$	13,472	$	543,608	$	4,227,257	$	(84,091)	$	(2,995,918)	$	1,704,328
Net income							136,529						136,529
Foreign currency adjustments									13,236				13,236
Dividends declared, $0.51 per share							(70,188)						(70,188)
Stock issued for employee benefit plans		1,176	118		1,032						77,528		78,678

Stock-based compensation expense		—	—		10,776						—		10,776

Balance September 30, 2020		135,900	$	13,590	$	555,416	$	4,293,598	$	(70,855)	$	(2,918,390)	$	1,873,359
Balance March 31, 2021															Balance March 31, 2021	133,243	$	13,324	$	568,209	$	4,476,532	$	(53,284)	$	(3,136,594)	$	1,868,187


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	614,147	$	358,614	Net income	$	270,348	$	173,305
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Adjustments to reconcile net income to net cash used for operating activities:						Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization	Depreciation and amortization	68,621		77,067		Depreciation and amortization	22,486		23,278
Provision for credit losses	Provision for credit losses	3,979		12,701		Provision for credit losses	1,672		(1,250)
Stock-based compensation	Stock-based compensation	93,962		33,127		Stock-based compensation	24,606		23,989
Deferred income taxes	Deferred income taxes	(11,683)		(9,468)		Deferred income taxes	(2,916)		3,869
Excess tax benefit on stock-based compensation	Excess tax benefit on stock-based compensation	(10,830)		(17,127)		Excess tax benefit on stock-based compensation	(4,965)		(7,853)
Other operating activities	Other operating activities	1,384		13,104		Other operating activities	42		488
Changes in operating elements, net of acquisitions:	Changes in operating elements, net of acquisitions:					Changes in operating elements, net of acquisitions:
Receivables	Receivables	(1,290,485)		(367,538)		Receivables	(424,025)		(437,862)
Contract assets	Contract assets	(220,889)		(56,131)		Contract assets	(51,439)		(43,495)
Prepaid expenses and other	Prepaid expenses and other	(38,525)		12,331		Prepaid expenses and other	(11,924)		(26,692)
Accounts payable and outstanding checks	Accounts payable and outstanding checks	595,036		186,755		Accounts payable and outstanding checks	143,980		206,237
Accrued compensation	Accrued compensation	35,413		16,458		Accrued compensation	(79,885)		(27,977)
Accrued transportation expense	Accrued transportation expense	165,580		46,396		Accrued transportation expense	42,825		24,044
Accrued income taxes	Accrued income taxes	6,400		17,125		Accrued income taxes	48,502		34,087
Other accrued liabilities	Other accrued liabilities	4,947		8,907		Other accrued liabilities	8,099		(1,959)
Other assets and liabilities	Other assets and liabilities	2,043		4,728		Other assets and liabilities	(1,334)		1,099
Net cash provided by operating activities		19,100		337,049
Net cash used for operating activities						Net cash used for operating activities	(13,928)		(56,692)

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Purchases of property and equipment	Purchases of property and equipment	(26,503)		(17,446)		Purchases of property and equipment	(10,046)		(5,435)
Purchases and development of software	Purchases and development of software	(26,062)		(22,815)		Purchases and development of software	(16,183)		(8,071)
Acquisitions, net of cash acquired		(14,749)		(223,230)

Other investing activities	Other investing activities	—		5,525		Other investing activities	2,250		—
Net cash used for investing activities	Net cash used for investing activities	(67,314)		(257,966)		Net cash used for investing activities	(23,979)		(13,506)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	Proceeds from stock issued for employee benefit plans	43,183		100,542		Proceeds from stock issued for employee benefit plans	25,366		17,709
Stock tendered for payment of withholding taxes	Stock tendered for payment of withholding taxes	(25,246)		(16,535)		Stock tendered for payment of withholding taxes	(16,462)		(20,712)
Repurchase of common stock	Repurchase of common stock	(428,801)		(68,563)		Repurchase of common stock	(161,279)		(130,204)
Cash dividends	Cash dividends	(208,926)		(207,428)		Cash dividends	(72,855)		(70,030)
Proceeds from long-term borrowings						Proceeds from long-term borrowings	200,000		—

Payments on long-term borrowings		(2,048)		—
Proceeds from short-term borrowings	Proceeds from short-term borrowings	2,768,000		1,043,600		Proceeds from short-term borrowings	1,062,000		816,000
Payments on short-term borrowings	Payments on short-term borrowings	(2,136,251)		(1,126,600)		Payments on short-term borrowings	(1,015,000)		(566,000)

Net cash provided by (used for) financing activities		9,911		(274,984)
Net cash provided by financing activities						Net cash provided by financing activities	21,770		46,763

Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	(2,844)		612		Effect of exchange rates on cash and cash equivalents	1,533		(2,750)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(41,147)		(195,289)		Net change in cash and cash equivalents	(14,604)		(26,185)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	243,796		447,858		Cash and cash equivalents, beginning of period	257,413		243,796
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	202,649	$	252,569	Cash and cash equivalents, end of period	$	242,809	$	217,611


Three Months Ended September 30, 2021
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
55,904	$	4,134	$	730


		Nine Months Ended September 30, 2021									Three Months Ended March 31, 2022
		NAST		Global Forwarding		All Other and Corporate		Total			NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines	Major Service Lines									Major Service Lines
Transportation and logistics services(1)	Transportation and logistics services(1)	$	10,611,892	$	4,585,734	$	602,950	$	15,800,576	Transportation and logistics services(1)	$	4,114,889	$	2,194,397	$	219,065	$	6,528,351
Sourcing(2)	Sourcing(2)	—		—		799,714		799,714		Sourcing(2)	—		—		287,602		287,602
Total	Total	$	10,611,892	$	4,585,734	$	1,402,664	$	16,600,290	Total	$	4,114,889	$	2,194,397	$	506,667	$	6,815,953

		Nine Months Ended September 30, 2020									Three Months Ended March 31, 2021
		NAST		Global Forwarding		All Other and Corporate		Total			NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines	Major Service Lines									Major Service Lines
Transportation and logistics services(1)	Transportation and logistics services(1)	$	8,222,879	$	2,070,161	$	542,670	$	10,835,710	Transportation and logistics services(1)	$	3,211,423	$	1,156,039	$	192,765	$	4,560,227
Sourcing(2)	Sourcing(2)	—		—		821,944		821,944		Sourcing(2)	—		—		243,642		243,642
Total	Total	$	8,222,879	$	2,070,161	$	1,364,614	$	11,657,654	Total	$	3,211,423	$	1,156,039	$	436,407	$	4,803,869


		Nine Months Ended September 30,					Three Months Ended March 31,
Other Lease Information	Other Lease Information	2021		2020		Other Lease Information	2022		2021
Operating cash flows from operating leases	Operating cash flows from operating leases	$	70,997	$	60,569	Operating cash flows from operating leases	$	21,381	$	21,114
Right-of-use lease assets obtained in exchange for new lease liabilities	Right-of-use lease assets obtained in exchange for new lease liabilities	38,028		88,857		Right-of-use lease assets obtained in exchange for new lease liabilities	23,646		15,253


Lease Term and Discount Rate	As of ~~September 30, 2021~~March 31, 2022
Weighted average remaining lease term (in years)(1)	~~6.5~~6.2
Weighted average discount rate	~~3.0~~2.9	%


Description	Description	Carrying Value as of September 30, 2021		Borrowing Capacity		Maturity	Description	Carrying Value as of March 31, 2022		Borrowing Capacity		Maturity
Revolving credit facility	Revolving credit facility	$	632,000	$	1,000,000	October 2023	Revolving credit facility	$	572,000	$	1,000,000	October 2023
Senior Notes, Series A	Senior Notes, Series A	175,000		175,000		August 2023	Senior Notes, Series A	175,000		175,000		August 2023
Senior Notes, Series B	Senior Notes, Series B	150,000		150,000		August 2028	Senior Notes, Series B	150,000		150,000		August 2028
Senior Notes, Series C	Senior Notes, Series C	175,000		175,000		August 2033	Senior Notes, Series C	175,000		175,000		August 2033

Receivables securitization facility (1)							Receivables securitization facility (1)	499,369		500,000		November 2023
Senior Notes (1)	Senior Notes (1)	593,950		600,000		April 2028	Senior Notes (1)	594,387		600,000		April 2028
Total debt	Total debt	$	1,725,950	$	2,100,000		Total debt	$	2,165,756	$	2,600,000


	Total Number of Shares (or Units) Purchased (1)	Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs (2)
July 2021	555,897	$	92.39	541,223	4,503,932
August 2021	664,807	90.34		662,908	3,841,024
September 2021	654,293	88.93		645,519	3,195,505
Third Quarter 2021	1,874,997	$	90.45	1,849,650	3,195,505


10.1			First Amendment to the Receivables Purchase Agreement, dated February 1, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on February 23, 2022).

10.2+			Cooperation Agreement, dated February 28, 2022, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific Point Wealth Management LLC and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 28, 2022).

31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended ~~September 30, 2021~~March 31, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)

104			The cover page from the Quarterly Report on Form 10-Q of the company for the period ended ~~September 30, 2021~~March 31, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)


C.H. ROBINSON WORLDWIDE, INC.

By:						/s/ Robert C. Biesterfeld, Jr.
						Robert C. Biesterfeld, Jr.
						Chief Executive Officer


By:						/s/ Michael P. Zechmeister
						Michael P. Zechmeister
						Chief Financial Officer