Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-23189 | |
Entity Registrant Name | C.H. ROBINSON WORLDWIDE, INC. | |
Entity Central Index Key | 0001043277 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 41-1883630 | |
Entity Address, Address Line One | 14701 Charlson Road | |
Entity Address, City or Town | Eden Prairie | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55347 | |
City Area Code | 952 | |
Local Phone Number | 937-8500 | |
Title of 12(b) Security | Common Stock, $0.10 par value | |
Trading Symbol | CHRW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,883,299 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 238,925 | $ 257,413 |
Receivables, net of allowance for credit loss of $37,518 and $41,542 | 4,302,321 | 3,963,487 |
Contract assets, net of allowance for credit loss | 518,752 | 453,660 |
Prepaid expenses and other | 108,258 | 129,593 |
Total current assets | 5,168,256 | 4,804,153 |
Property and equipment, net of accumulated depreciation and amortization | 155,829 | 139,831 |
Goodwill | 1,472,855 | 1,484,754 |
Other intangible assets, net of accumulated amortization | 75,789 | 89,606 |
Right-of-use lease assets | 338,223 | 292,559 |
Deferred tax assets | 134,404 | 124,900 |
Other assets | 112,083 | 92,309 |
Total assets | 7,457,439 | 7,028,112 |
Current liabilities: | ||
Accounts payable | 1,872,497 | 1,813,473 |
Outstanding checks | 54,360 | 105,828 |
Accrued expenses: | ||
Compensation | 190,428 | 201,421 |
Transportation expense | 405,284 | 342,778 |
Income taxes | 38,850 | 100,265 |
Other accrued liabilities | 177,645 | 171,266 |
Current lease liabilities | 72,686 | 66,311 |
Current portion of debt | 674,000 | 525,000 |
Total current liabilities | 3,485,750 | 3,326,342 |
Long-term debt | 1,594,055 | 1,393,649 |
Noncurrent lease liabilities | 281,319 | 241,369 |
Noncurrent income taxes payable | 26,291 | 28,390 |
Deferred tax liabilities | 16,521 | 16,113 |
Other long-term liabilities | 1,088 | 315 |
Total liabilities | 5,405,024 | 5,006,178 |
Stockholders’ investment: | ||
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,206 shares issued, 125,116 and 129,186 outstanding | 12,512 | 12,919 |
Additional paid-in capital | 709,163 | 673,628 |
Retained earnings | 5,411,346 | 4,936,861 |
Accumulated other comprehensive loss | (87,860) | (61,134) |
Treasury stock at cost (54,088 and 50,020 shares) | (3,992,746) | (3,540,340) |
Total stockholders’ investment | 2,052,415 | 2,021,934 |
Total liabilities and stockholders’ investment | $ 7,457,439 | $ 7,028,112 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Receivable, allowance for credit loss | $ 37,518 | $ 41,542 |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, authorized (shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, authorized (shares) | 480,000,000 | 480,000,000 |
Common stock, issued (shares) | 179,204,000 | 179,206,000 |
Common stock, outstanding (shares) | 125,116,000 | 129,186,000 |
Treasury stock (shares) | 54,088,000 | 50,020,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 6,798,475 | $ 5,532,726 | $ 13,614,428 | $ 10,336,595 |
Costs and expenses: | ||||
Personnel expenses | 444,764 | 362,901 | 858,125 | 723,736 |
Other selling, general, and administrative expenses | 117,184 | 125,671 | 264,545 | 243,887 |
Total costs and expenses | 6,328,810 | 5,272,122 | 12,799,289 | 9,852,662 |
Income from operations | 469,665 | 260,604 | 815,139 | 483,933 |
Interest and other income/expense, net | (27,395) | (13,497) | (41,569) | (24,757) |
Income before provision for income taxes | 442,270 | 247,107 | 773,570 | 459,176 |
Provision for income taxes | 94,085 | 53,318 | 155,037 | 92,082 |
Net income | 348,185 | 193,789 | 618,533 | 367,094 |
Other comprehensive loss, net of tax | (33,596) | (162) | (26,726) | (7,448) |
Comprehensive income | $ 314,589 | $ 193,627 | $ 591,807 | $ 359,646 |
Basic net income per share (in dollars per share) | $ 2.71 | $ 1.45 | $ 4.78 | $ 2.74 |
Diluted net income per share (in dollars per share) | $ 2.67 | $ 1.44 | $ 4.71 | $ 2.71 |
Basic weighted average shares outstanding (shares) | 128,405 | 133,275 | 129,447 | 133,888 |
Dilutive effect of outstanding stock awards (shares) | 1,933 | 1,581 | 1,771 | 1,388 |
Diluted weighted average shares outstanding (shares) | 130,338 | 134,856 | 131,218 | 135,276 |
Transportation | ||||
Revenues: | ||||
Total revenues | $ 6,465,642 | $ 5,240,448 | $ 12,993,993 | $ 9,800,675 |
Costs and expenses: | ||||
Purchased products and services | 5,466,874 | 4,519,305 | 11,117,098 | 8,400,590 |
Sourcing | ||||
Revenues: | ||||
Total revenues | 332,833 | 292,278 | 620,435 | 535,920 |
Costs and expenses: | ||||
Purchased products and services | $ 299,988 | $ 264,245 | $ 559,521 | $ 484,449 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Investment - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 129,186 | 129,186 | ||||
Beginning balance | $ 2,095,502 | $ 2,021,934 | $ 1,868,187 | $ 1,879,933 | $ 2,021,934 | $ 1,879,933 |
Net income | 348,185 | 270,348 | 193,789 | 173,305 | $ 618,533 | 367,094 |
Foreign currency adjustments | (33,596) | 6,870 | (162) | (7,286) | ||
Dividends declared | (71,506) | (72,542) | (69,094) | (69,606) | ||
Stock issued for employee benefit plans | 20,886 | 8,904 | 16,594 | (3,003) | ||
Issuance of restricted stock, net of forfeitures | 0 | |||||
Stock-based compensation expense | 27,929 | 24,606 | 29,161 | 23,989 | ||
Repurchase of common stock | $ (334,985) | (164,618) | (132,305) | (129,145) | ||
Ending balance (in shares) | 125,116 | 125,116 | ||||
Ending balance | $ 2,052,415 | $ 2,095,502 | $ 1,906,170 | $ 1,868,187 | $ 2,052,415 | $ 1,906,170 |
Dividends declared, per share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.51 | $ 0.51 | ||
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 128,011 | 129,186 | 133,243 | 134,298 | 129,186 | 134,298 |
Beginning balance | $ 12,801 | $ 12,919 | $ 13,324 | $ 13,430 | $ 12,919 | $ 13,430 |
Stock issued for employee benefit plans (in shares) | 316 | 418 | 250 | 357 | ||
Stock issued for employee benefit plans | $ 31 | $ 42 | $ 25 | $ 36 | ||
Issuance of restricted stock, net of forfeitures (in shares) | (26) | |||||
Issuance of restricted stock, net of forfeitures | $ (3) | |||||
Stock-based compensation expense (in shares) | 0 | 0 | 0 | 0 | ||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
Repurchase of common stock (in shares) | (3,211) | (1,593) | (1,358) | (1,386) | ||
Repurchase of common stock | $ (320) | $ (160) | $ (136) | $ (139) | ||
Ending balance (in shares) | 125,116 | 128,011 | 132,135 | 133,243 | 125,116 | 132,135 |
Ending balance | $ 12,512 | $ 12,801 | $ 13,213 | $ 13,324 | $ 12,512 | $ 13,213 |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 680,857 | 673,628 | 568,209 | 566,022 | 673,628 | 566,022 |
Stock issued for employee benefit plans | 377 | (17,377) | 418 | (21,805) | ||
Issuance of restricted stock, net of forfeitures | 3 | |||||
Stock-based compensation expense | 27,929 | 24,606 | 29,161 | 23,989 | ||
Ending balance | 709,163 | 680,857 | 597,788 | 568,209 | 709,163 | 597,788 |
Retained Earnings | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 5,134,667 | 4,936,861 | 4,476,532 | 4,372,833 | 4,936,861 | 4,372,833 |
Net income | 348,185 | 270,348 | 193,789 | 173,305 | ||
Dividends declared | (71,506) | (72,542) | (69,094) | (69,606) | ||
Ending balance | 5,411,346 | 5,134,667 | 4,601,227 | 4,476,532 | 5,411,346 | 4,601,227 |
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (54,264) | (61,134) | (53,284) | (45,998) | (61,134) | (45,998) |
Foreign currency adjustments | (33,596) | 6,870 | (162) | (7,286) | ||
Ending balance | (87,860) | (54,264) | (53,446) | (53,284) | (87,860) | (53,446) |
Treasury Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (3,678,559) | (3,540,340) | (3,136,594) | (3,026,354) | (3,540,340) | (3,026,354) |
Stock issued for employee benefit plans | 20,478 | 26,239 | 16,151 | 18,766 | ||
Stock-based compensation expense | 0 | 0 | 0 | 0 | ||
Repurchase of common stock | (334,665) | (164,458) | (132,169) | (129,006) | ||
Ending balance | $ (3,992,746) | $ (3,678,559) | $ (3,252,612) | $ (3,136,594) | $ (3,992,746) | $ (3,252,612) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Investment (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared, per share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.51 | $ 0.51 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net income | $ 618,533 | $ 367,094 |
Adjustments to reconcile net income to net cash used for operating activities: | ||
Depreciation and amortization | 45,748 | 46,215 |
Provision for credit losses | (2,142) | (36) |
Stock-based compensation | 52,535 | 53,150 |
Deferred income taxes | (5,844) | (2,474) |
Excess tax benefit on stock-based compensation | (7,553) | (9,367) |
Other operating activities | (26,356) | 933 |
Changes in operating elements, net of acquisitions: | ||
Receivables | (378,641) | (717,340) |
Contract assets | (65,362) | (96,154) |
Prepaid expenses and other | (14,170) | (38,971) |
Accounts payable and outstanding checks | 37,207 | 406,875 |
Accrued compensation | (9,673) | 12,115 |
Accrued transportation expense | 62,506 | 73,167 |
Accrued income taxes | (54,964) | (4,431) |
Other accrued liabilities | 1,391 | 210 |
Other assets and liabilities | (1,886) | 1,612 |
Net cash provided by operating activities | 251,329 | 92,598 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (36,781) | (12,856) |
Purchases and development of software | (32,622) | (16,981) |
Acquisitions, net of cash acquired | 0 | 14,749 |
Other investing activities | 63,208 | 0 |
Net cash used for investing activities | (6,195) | (44,586) |
FINANCING ACTIVITIES | ||
Proceeds from stock issued for employee benefit plans | 53,574 | 36,674 |
Stock tendered for payment of withholding taxes | (23,784) | (23,083) |
Repurchase of common stock | (490,699) | (262,904) |
Cash dividends | (145,268) | (139,756) |
Proceeds from long-term borrowings | 200,000 | 0 |
Proceeds from short-term borrowings | 2,735,000 | 1,661,000 |
Payments on short-term borrowings | (2,586,000) | (1,390,038) |
Net cash used for financing activities | (257,177) | (118,107) |
Effect of exchange rates on cash and cash equivalents | (6,445) | (898) |
Net change in cash and cash equivalents | (18,488) | (70,993) |
Cash and cash equivalents, beginning of period | 257,413 | 243,796 |
Cash and cash equivalents, end of period | $ 238,925 | $ 172,803 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting . The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2021. PROPERTY AND EQUIPMENT During the second quarter, we sold an office building in Kansas City, Missouri, that had been previously classified as held-for-sale assets, for a sales price of $55 million and recognized a gain of $23.5 million on the sale of the building in the three months ended June 30, 2022. We simultaneously entered into an agreement to lease the office building for 10 years. RECENTLY ISSUED ACCOUNTING STANDARDS For the three months ended June 30, 2022, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The change in carrying amount of goodwill is as follows (in thousands): 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 (7,319) (2,907) (1,673) (11,899) Balance, June 30, 2022 $ 1,189,014 $ 207,484 $ 76,357 $ 1,472,855 Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2022. Identifiable intangible assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 163,580 $ (96,391) $ 67,189 $ 169,308 $ (88,302) $ 81,006 Indefinite-lived intangibles Trademarks 8,600 — 8,600 8,600 — 8,600 Total intangibles $ 172,180 $ (96,391) $ 75,789 $ 177,908 $ (88,302) $ 89,606 Amortization expense for other intangible assets is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Amortization expense $ 5,957 $ 6,200 $ 11,991 $ 13,286 Finite-lived intangible assets, by reportable segment, as of June 30, 2022, will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding All Other and Corporate Total Remaining 2022 $ 4,048 $ 7,107 $ 529 $ 11,684 2023 8,096 11,685 1,058 20,839 2024 7,990 3,521 1,058 12,569 2025 7,857 2,606 1,058 11,521 2026 7,857 — 723 8,580 Thereafter 1,310 — 686 1,996 Total $ 67,189 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1 — Quoted market prices in active markets for identical assets or liabilities. • Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of June 30, 2022 December 31, 2021 Maturity June 30, 2022 December 31, 2021 Revolving credit facility 2.82 % 1.23 % October 2023 $ 174,000 $ 525,000 364-day revolving credit facility 2.03 % — May 2023 500,000 — Senior Notes, Series A 3.97 % 3.97 % August 2023 175,000 175,000 Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables securitization facility (1) 2.26 % 0.73 % November 2023 499,448 299,481 Senior Notes (1) 4.20 % 4.20 % April 2028 594,607 594,168 Total debt 2,268,055 1,918,649 Less: Current maturities and short-term borrowing (674,000) (525,000) Long-term debt $ 1,594,055 $ 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. 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. 364-DAY UNSECURED REVOLVING CREDIT FACILITY On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. Borrowings under the 364-day Credit Agreement generally bear interest at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent. The alternate base rate is determined by a pricing schedule (which is the highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent). In addition, there is a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to 0.175 percent per annum. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt. The 364-day Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00. The 364-day Credit Agreement also contains customary events of default. 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 $477.9 million on June 30, 2022. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2. The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent. The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 19, 2021, we amended the Note Purchase Agreement to among other things, facilitate the terms of the Receivables Securitization Facility. U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable with a total availability of $500 million as of June 30, 2022. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties and is recorded as a noncurrent liability as of June 30, 2022. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on long-term borrowings on the consolidated statement of cash flows. The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events. On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility. SENIOR NOTES On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $577.0 million as of June 30, 2022, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.6 million as of June 30, 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. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and six months ended June 30, 2022 and 2021, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.0 2.0 1.7 2.1 Share based payment awards (0.6) (0.1) (0.9) (1.5) Foreign tax credits (1.4) (1.2) (1.1) (0.5) Other U.S. tax credits and incentives (0.3) (0.8) (1.0) (0.9) Foreign (0.5) 2.0 (0.5) 0.2 Other 1.1 (1.3) 0.8 (0.3) Effective income tax rate 21.3 % 21.6 % 20.0 % 20.1 % 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 June 30, 2022. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allowed for a deferral of the employer share of federal payroll taxes. We have recognized a payroll deferral of $14.7 million under the CARES Act due on December 31, 2022. |
STOCK AWARD PLANS
STOCK AWARD PLANS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK AWARD PLANS | STOCK AWARD PLANS Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options $ 3,263 $ 4,027 $ 6,482 $ 7,994 Stock awards 23,887 24,401 43,950 43,349 Company expense on ESPP discount 779 733 2,103 1,807 Total stock-based compensation expense $ 27,929 $ 29,161 $ 52,535 $ 53,150 On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Approximately 4,424,631 shares were available for stock awards under the Plan as of June 30, 2022. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan. 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 June 30, 2022, unrecognized compensation expense related to stock options was $20.0 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment. Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 12 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discounts. These grants are being expensed based on the terms of the awards. Performance-based Awards We have awarded performance-based restricted shares through 2020 to certain key employees and non-employee directors. These awards vest over a five-year period based on the company’s earnings growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain earnings per share and adjusted gross profit growth targets. Time-based Awards We award time-based restricted stock units to certain key employees and non-employee directors. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment. These grants are being expensed based on the terms of the awards. We granted 330,072 PSUs and 634,118 time-based restricted stock units on February 9, 2022. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $76.74 and $74.67, respectively. Time-based awards are eligible to vest over a three-year period with a first vesting date of December 31, 2022. We have also issued restricted stock units to certain key employees and non-employee directors, which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned. As of June 30, 2022, there was unrecognized compensation expense of $144.3 million related to previously granted stock awards assuming maximum achievement is obtained on our performance-based awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings and adjusted gross profit growth, and certain other conditions. Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands): Three Months Ended June 30, 2022 Shares purchased by employees Aggregate cost to employees Expense recognized by the company 51,276 $ 4,419 $ 779 |
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | LITIGATIONWe are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Combinex Holding B.V. On June 3, 2021, we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 3,942 |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below: • North American Surface Transportation— NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services. • Global Forwarding— Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. • All Other and Corporate— All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS ® . Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe. The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Reportable segment information as of, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands): NAST Global Forwarding All Other and Corporate Consolidated Three Months Ended June 30, 2022 Total revenues $ 4,147,046 $ 2,093,190 $ 558,239 $ 6,798,475 Income from operations 276,499 167,557 25,609 469,665 Depreciation and amortization 6,123 5,471 11,668 23,262 Total assets (1) 3,688,215 2,851,114 918,110 7,457,439 Average headcount 7,552 5,759 4,582 17,893 NAST Global Forwarding All Other and Corporate Consolidated Three Months Ended June 30, 2021 Total revenues $ 3,585,481 $ 1,450,794 $ 496,451 $ 5,532,726 Income from operations 151,092 108,212 1,300 260,604 Depreciation and amortization 6,534 6,276 10,127 22,937 Total assets (1) 3,278,540 1,852,473 775,551 5,906,564 Average headcount 6,580 4,909 3,916 15,405 NAST Global Forwarding All Other and Corporate Consolidated Six Months Ended June 30, 2022 Total revenues $ 8,261,935 $ 4,287,587 $ 1,064,906 $ 13,614,428 Income from operations 458,853 335,195 21,091 815,139 Depreciation and amortization 12,362 11,026 22,360 45,748 Total assets (1) 3,688,215 2,851,114 918,110 7,457,439 Average headcount 7,442 5,690 4,422 17,554 NAST Global Forwarding All Other and Corporate Consolidated Six Months Ended June 30, 2021 Total revenues $ 6,796,904 $ 2,606,833 $ 932,858 $ 10,336,595 Income (loss) from operations 287,876 198,801 (2,744) 483,933 Depreciation and amortization 13,159 11,925 21,131 46,215 Total assets (1) 3,278,540 1,852,473 775,551 5,906,564 Average headcount 6,578 4,832 3,823 15,233 _________________________________________ (1) All cash and cash equivalents are included in All Other and Corporate. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended June 30, 2022 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 4,147,046 $ 2,093,190 $ 225,406 $ 6,465,642 Sourcing (2) — — 332,833 332,833 Total $ 4,147,046 $ 2,093,190 $ 558,239 $ 6,798,475 Three Months Ended June 30, 2021 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 3,585,481 $ 1,450,794 $ 204,173 $ 5,240,448 Sourcing (2) — — 292,278 292,278 Total $ 3,585,481 $ 1,450,794 $ 496,451 $ 5,532,726 Six Months Ended June 30, 2022 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 8,261,935 $ 4,287,587 $ 444,471 $ 12,993,993 Sourcing (2) — — 620,435 620,435 Total $ 8,261,935 $ 4,287,587 $ 1,064,906 $ 13,614,428 Six Months Ended June 30, 2021 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 6,796,904 $ 2,606,833 $ 396,938 $ 9,800,675 Sourcing (2) — — 535,920 535,920 Total $ 6,796,904 $ 2,606,833 $ 932,858 $ 10,336,595 ____________________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2022, and revenue recognized in the three and six months ended June 30, 2022 and 2021 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end and the timing of customer invoicing. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASESWe 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, trailers, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases. Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases. Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component. We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2022. Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease Costs 2022 2021 2022 2021 Operating lease expense $ 23,082 $ 21,459 $ 44,727 $ 43,021 Short-term lease expense 1,137 1,462 3,597 3,063 Total lease expense $ 24,219 $ 22,921 $ 48,324 $ 46,084 Six Months Ended June 30, Other Lease Information 2022 2021 Operating cash flows from operating leases $ 43,937 $ 42,495 Right-of-use lease assets obtained in exchange for new lease liabilities 87,554 18,299 Lease Term and Discount Rate As of June 30, 2022 Weighted average remaining lease term (in years) (1) 6.5 Weighted average discount rate 3.0 % ____________________________________________ (1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, which commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 5.1 years. The maturities of lease liabilities as of June 30, 2022, were as follows (in thousands): Maturity of Lease Liabilities Operating Leases Remaining 2022 $ 38,669 2023 84,653 2024 63,944 2025 47,866 2026 38,314 Thereafter 121,832 Total lease payments 395,278 Less: Interest (41,273) Present value of lease liabilities $ 354,005 |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSES Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant. A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the six months ended June 30, 2022 (in thousands): Balance, December 31, 2021 $ 41,542 Provision (2,411) Write-offs (1,613) Balance, June 30, 2022 $ 37,518 |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance on June 30, 2022 and December 31, 2021, was $87.9 million and $61.1 million, respectively. The recorded balance on June 30, 2022 and December 31, 2021 is comprised solely of foreign currency adjustments, including foreign currency translation. Other comprehensive loss was $33.6 million compared to other comprehensive loss of $0.2 million for the three months ended June 30, 2022 and 2021, respectively. Both periods were driven primarily by fluctuations in the Singapore Dollar, the Australian Dollar, and the Yuan. Other comprehensive loss was $26.7 million compared to other comprehensive loss of $7.4 million for the six months ended June 30, 2022 and 2021, respectively. Other comprehensive income and loss consisted of foreign currency adjustments, including foreign currency translation, for the three and six months ended June 30, 2022 and 2021. Both periods were driven primarily by fluctuations in the Singapore Dollar, Yuan, and the Australian Dollar. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting . The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS For the three months ended June 30, 2022, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements. |
GOODWILL | Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2022. |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1 — Quoted market prices in active markets for identical assets or liabilities. • Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in carrying amount of goodwill is as follows (in thousands): 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 (7,319) (2,907) (1,673) (11,899) Balance, June 30, 2022 $ 1,189,014 $ 207,484 $ 76,357 $ 1,472,855 |
Schedule of Intangible Assets | Identifiable intangible assets consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 163,580 $ (96,391) $ 67,189 $ 169,308 $ (88,302) $ 81,006 Indefinite-lived intangibles Trademarks 8,600 — 8,600 8,600 — 8,600 Total intangibles $ 172,180 $ (96,391) $ 75,789 $ 177,908 $ (88,302) $ 89,606 |
Schedule of Amortization Expense | Amortization expense for other intangible assets is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Amortization expense $ 5,957 $ 6,200 $ 11,991 $ 13,286 |
Schedule of Future Amortization of Finite-Lived Intangible Assets | Finite-lived intangible assets, by reportable segment, as of June 30, 2022, will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding All Other and Corporate Total Remaining 2022 $ 4,048 $ 7,107 $ 529 $ 11,684 2023 8,096 11,685 1,058 20,839 2024 7,990 3,521 1,058 12,569 2025 7,857 2,606 1,058 11,521 2026 7,857 — 723 8,580 Thereafter 1,310 — 686 1,996 Total $ 67,189 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Short-term and Long-term Debt | The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of June 30, 2022 December 31, 2021 Maturity June 30, 2022 December 31, 2021 Revolving credit facility 2.82 % 1.23 % October 2023 $ 174,000 $ 525,000 364-day revolving credit facility 2.03 % — May 2023 500,000 — Senior Notes, Series A 3.97 % 3.97 % August 2023 175,000 175,000 Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables securitization facility (1) 2.26 % 0.73 % November 2023 499,448 299,481 Senior Notes (1) 4.20 % 4.20 % April 2028 594,607 594,168 Total debt 2,268,055 1,918,649 Less: Current maturities and short-term borrowing (674,000) (525,000) Long-term debt $ 1,594,055 $ 1,393,649 ____________________________________________ (1) Net of unamortized discounts and issuance costs. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and six months ended June 30, 2022 and 2021, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.0 2.0 1.7 2.1 Share based payment awards (0.6) (0.1) (0.9) (1.5) Foreign tax credits (1.4) (1.2) (1.1) (0.5) Other U.S. tax credits and incentives (0.3) (0.8) (1.0) (0.9) Foreign (0.5) 2.0 (0.5) 0.2 Other 1.1 (1.3) 0.8 (0.3) Effective income tax rate 21.3 % 21.6 % 20.0 % 20.1 % |
STOCK AWARD PLANS (Tables)
STOCK AWARD PLANS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options $ 3,263 $ 4,027 $ 6,482 $ 7,994 Stock awards 23,887 24,401 43,950 43,349 Company expense on ESPP discount 779 733 2,103 1,807 Total stock-based compensation expense $ 27,929 $ 29,161 $ 52,535 $ 53,150 |
Schedule Employee Stock Purchase Plan Activity | The following is a summary of the employee stock purchase plan activity (dollars in thousands): Three Months Ended June 30, 2022 Shares purchased by employees Aggregate cost to employees Expense recognized by the company 51,276 $ 4,419 $ 779 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Combinex Holding B.V. | |
Business Acquisition [Line Items] | |
Schedule of Identifiable Intangible Assets and Estimated Useful Lives | Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 3,942 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Reportable segment information as of, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands): NAST Global Forwarding All Other and Corporate Consolidated Three Months Ended June 30, 2022 Total revenues $ 4,147,046 $ 2,093,190 $ 558,239 $ 6,798,475 Income from operations 276,499 167,557 25,609 469,665 Depreciation and amortization 6,123 5,471 11,668 23,262 Total assets (1) 3,688,215 2,851,114 918,110 7,457,439 Average headcount 7,552 5,759 4,582 17,893 NAST Global Forwarding All Other and Corporate Consolidated Three Months Ended June 30, 2021 Total revenues $ 3,585,481 $ 1,450,794 $ 496,451 $ 5,532,726 Income from operations 151,092 108,212 1,300 260,604 Depreciation and amortization 6,534 6,276 10,127 22,937 Total assets (1) 3,278,540 1,852,473 775,551 5,906,564 Average headcount 6,580 4,909 3,916 15,405 NAST Global Forwarding All Other and Corporate Consolidated Six Months Ended June 30, 2022 Total revenues $ 8,261,935 $ 4,287,587 $ 1,064,906 $ 13,614,428 Income from operations 458,853 335,195 21,091 815,139 Depreciation and amortization 12,362 11,026 22,360 45,748 Total assets (1) 3,688,215 2,851,114 918,110 7,457,439 Average headcount 7,442 5,690 4,422 17,554 NAST Global Forwarding All Other and Corporate Consolidated Six Months Ended June 30, 2021 Total revenues $ 6,796,904 $ 2,606,833 $ 932,858 $ 10,336,595 Income (loss) from operations 287,876 198,801 (2,744) 483,933 Depreciation and amortization 13,159 11,925 21,131 46,215 Total assets (1) 3,278,540 1,852,473 775,551 5,906,564 Average headcount 6,578 4,832 3,823 15,233 _________________________________________ (1) All cash and cash equivalents are included in All Other and Corporate. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition | A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended June 30, 2022 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 4,147,046 $ 2,093,190 $ 225,406 $ 6,465,642 Sourcing (2) — — 332,833 332,833 Total $ 4,147,046 $ 2,093,190 $ 558,239 $ 6,798,475 Three Months Ended June 30, 2021 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 3,585,481 $ 1,450,794 $ 204,173 $ 5,240,448 Sourcing (2) — — 292,278 292,278 Total $ 3,585,481 $ 1,450,794 $ 496,451 $ 5,532,726 Six Months Ended June 30, 2022 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 8,261,935 $ 4,287,587 $ 444,471 $ 12,993,993 Sourcing (2) — — 620,435 620,435 Total $ 8,261,935 $ 4,287,587 $ 1,064,906 $ 13,614,428 Six Months Ended June 30, 2021 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 6,796,904 $ 2,606,833 $ 396,938 $ 9,800,675 Sourcing (2) — — 535,920 535,920 Total $ 6,796,904 $ 2,606,833 $ 932,858 $ 10,336,595 ____________________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information | Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease Costs 2022 2021 2022 2021 Operating lease expense $ 23,082 $ 21,459 $ 44,727 $ 43,021 Short-term lease expense 1,137 1,462 3,597 3,063 Total lease expense $ 24,219 $ 22,921 $ 48,324 $ 46,084 Six Months Ended June 30, Other Lease Information 2022 2021 Operating cash flows from operating leases $ 43,937 $ 42,495 Right-of-use lease assets obtained in exchange for new lease liabilities 87,554 18,299 Lease Term and Discount Rate As of June 30, 2022 Weighted average remaining lease term (in years) (1) 6.5 Weighted average discount rate 3.0 % ____________________________________________ |
Schedule of Maturity of Lease Liabilities | The maturities of lease liabilities as of June 30, 2022, were as follows (in thousands): Maturity of Lease Liabilities Operating Leases Remaining 2022 $ 38,669 2023 84,653 2024 63,944 2025 47,866 2026 38,314 Thereafter 121,832 Total lease payments 395,278 Less: Interest (41,273) Present value of lease liabilities $ 354,005 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Schedule of Allowance for Credit Loss on Accounts Receivable | A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the six months ended June 30, 2022 (in thousands): Balance, December 31, 2021 $ 41,542 Provision (2,411) Write-offs (1,613) Balance, June 30, 2022 $ 37,518 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Kansas City Office Building | |
Property, Plant and Equipment [Line Items] | |
Sale Leaseback Transaction, Term | 10 years |
Office Space, Kansas City, Missouri | Discontinued Operations, Held-for-sale or Disposed of by Sale | |
Property, Plant and Equipment [Line Items] | |
Proceeds from Sale of Property, Plant, and Equipment | $ 55 |
Gain (Loss) on Sale of Properties | $ 23.5 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning of period | $ 1,484,754 |
Foreign currency translation | (11,899) |
Balance, end of period | 1,472,855 |
NAST | |
Goodwill [Roll Forward] | |
Balance, beginning of period | 1,196,333 |
Foreign currency translation | (7,319) |
Balance, end of period | 1,189,014 |
Global Forwarding | |
Goodwill [Roll Forward] | |
Balance, beginning of period | 210,391 |
Foreign currency translation | (2,907) |
Balance, end of period | 207,484 |
All Other and Corporate | |
Goodwill [Roll Forward] | |
Balance, beginning of period | 78,030 |
Foreign currency translation | (1,673) |
Balance, end of period | $ 76,357 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-lived intangibles | ||
Accumulated Amortization | $ (96,391) | $ (88,302) |
Finite-lived intangible assets, net | 67,189 | |
Indefinite-lived intangibles | ||
Total intangibles, Cost | 172,180 | 177,908 |
Total intangibles, Net | 75,789 | 89,606 |
Trademarks | ||
Indefinite-lived intangibles | ||
Indefinite-lived intangibles | 8,600 | 8,600 |
Customer relationships | ||
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | 163,580 | 169,308 |
Accumulated Amortization | (96,391) | (88,302) |
Finite-lived intangible assets, net | $ 67,189 | $ 81,006 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 5,957 | $ 6,200 | $ 11,991 | $ 13,286 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Over Remaining Life (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Estimated amortization expense | |
Remaining 2022 | $ 11,684 |
2023 | 20,839 |
2024 | 12,569 |
2025 | 11,521 |
2026 | 8,580 |
Thereafter | 1,996 |
Finite-lived intangible assets, net | 67,189 |
NAST | |
Estimated amortization expense | |
Remaining 2022 | 4,048 |
2023 | 8,096 |
2024 | 7,990 |
2025 | 7,857 |
2026 | 7,857 |
Thereafter | 1,310 |
Global Forwarding | |
Estimated amortization expense | |
Remaining 2022 | 7,107 |
2023 | 11,685 |
2024 | 3,521 |
2025 | 2,606 |
2026 | 0 |
Thereafter | 0 |
All Other and Corporate | |
Estimated amortization expense | |
Remaining 2022 | 529 |
2023 | 1,058 |
2024 | 1,058 |
2025 | 1,058 |
2026 | 723 |
Thereafter | $ 686 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Level 3 - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 3 Fair Value | ||
Assets at fair value | $ 0 | $ 0 |
Liabilities at fair value | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Compon
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,268,055 | $ 1,918,649 |
Less: Current maturities and short-term borrowing | (674,000) | (525,000) |
Long-term debt | $ 1,594,055 | $ 1,393,649 |
Revolving credit facility | Line of credit | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 2.82% | 1.23% |
Total debt | $ 174,000 | $ 525,000 |
364 Credit Agreement | Revolving credit facility | Line of credit | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 2.03% | 0% |
Total debt | $ 500,000 | $ 0 |
Senior Notes, Series A | Senior notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 3.97% | 3.97% |
Total debt | $ 175,000 | $ 175,000 |
Senior Notes, Series B | Senior notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.26% | 4.26% |
Total debt | $ 150,000 | $ 150,000 |
Senior Notes, Series C | Senior notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.60% | 4.60% |
Total debt | $ 175,000 | $ 175,000 |
Receivables securitization facility | Secured debt | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 2.26% | 0.73% |
Total debt | $ 499,448 | $ 299,481 |
Senior Notes | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.20% | 4.20% |
Total debt | $ 594,607 | $ 594,168 |
FINANCING ARRANGEMENTS - Narrat
FINANCING ARRANGEMENTS - Narrative (Details) | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Feb. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 27, 2013 USD ($) | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 2,268,055,000 | $ 1,918,649,000 | ||
Revolving credit facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,000,000,000 | |||
Maximum leverage ratio | 3.50 | |||
Long-term debt | $ 174,000,000 | 525,000,000 | ||
Revolving credit facility | Line of credit | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0.50% | |||
Revolving credit facility | Line of credit | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 1.13% | |||
Revolving credit facility | Line of credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee (percent) | 0.075% | |||
Revolving credit facility | Line of credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee (percent) | 0.20% | |||
US Bank | Standby letters of credit | ||||
Debt Instrument [Line Items] | ||||
Current funding | $ 7,900,000 | |||
US Bank | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 15,000,000 | |||
364 Credit Agreement | Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 500,000,000 | |||
Maximum leverage ratio | 3 | |||
364 Credit Agreement | Revolving credit facility | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0.50% | |||
364 Credit Agreement | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 1% | |||
364 Credit Agreement | Revolving credit facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0% | |||
364 Credit Agreement | Revolving credit facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee (percent) | 0.05% | |||
364 Credit Agreement | Revolving credit facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0.625% | |||
364 Credit Agreement | Revolving credit facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee (percent) | 0.175% | |||
364 Credit Agreement | Revolving credit facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 1.25% | |||
Note Purchase Agreement | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Maximum leverage ratio | 3 | |||
Minimum interest coverage ratio | 2 | |||
Debt instrument principal amount | $ 500,000,000 | |||
Long-term debt, fair value | $ 477,900,000 | |||
Maximum priority debt to total assets ratio (percent) | 15% | |||
Debt instrument, redemption price (percent) | 100% | |||
Senior Notes Due 2028 | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, fair value | $ 577,000,000 | |||
Debt instrument, redemption price (percent) | 101% | |||
Debt instrument, annual interest rate (percent) | 4.20% | |||
Long-term debt | $ 594,607,000 | 594,168,000 | ||
Debt instrument, effective yield (percent) | 4.39% | |||
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) | 25% | |||
Receivables securitization facility | Secured debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 499,448,000 | 299,481,000 | ||
Receivables securitization facility | Secured debt | Wells Fargo Bank N.A. and Bank of America N.A. | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 500,000,000 | $ 300,000,000 | ||
Current funding | $ 500,000,000 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Effective Income Tax Rate Reconciliation | ||||
Federal statutory rate | 21% | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2% | 2% | 1.70% | 2.10% |
Share based payment awards | (0.60%) | (0.10%) | (0.90%) | (1.50%) |
Foreign tax credits | (1.40%) | (1.20%) | (1.10%) | (0.50%) |
Other U.S. tax credits and incentives | (0.30%) | (0.80%) | (1.00%) | (0.90%) |
Foreign | (0.50%) | 2% | (0.50%) | 0.20% |
Other | 1.10% | (1.30%) | 0.80% | (0.30%) |
Effective income tax rate | 21.30% | 21.60% | 20% | 20.10% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | ||
Estimated increase in income taxes payable if all foreign earnings were repatriated | $ 2 | |
Payroll tax deferral, CARES Act | $ 14.7 | |
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized | 41 | 41 |
Decrease in unrecognized tax benefits due to lapse of statute of limitations | $ 2.4 | $ 2.4 |
STOCK AWARD PLANS - Total Compe
STOCK AWARD PLANS - Total Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 27,929 | $ 29,161 | $ 52,535 | $ 53,150 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,263 | 4,027 | 6,482 | 7,994 |
Stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 23,887 | 24,401 | 43,950 | 43,349 |
Company expense on ESPP discount | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 779 | $ 733 | $ 2,103 | $ 1,807 |
STOCK AWARD PLANS - Narrative (
STOCK AWARD PLANS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Feb. 09, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 05, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum shares that can be granted under stock plan (shares) | 4,261,884 | |||||||
Shares available for stock awards (shares) | 4,424,631 | 4,424,631 | ||||||
Stock-based compensation expense | $ 27,929,000 | $ 29,161,000 | $ 52,535,000 | $ 53,150,000 | ||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | 20,000,000 | 20,000,000 | ||||||
Stock-based compensation expense | 3,263,000 | $ 4,027,000 | 6,482,000 | $ 7,994,000 | ||||
Stock awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | 144,300,000 | $ 144,300,000 | ||||||
Stock awards | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount on outstanding grants (percent) | 12% | |||||||
Stock awards | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount on outstanding grants (percent) | 24% | |||||||
Performance-based restricted shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 5 years | |||||||
Performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards granted (shares) | 330,072 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 76.74 | |||||||
Award vesting period | 3 years | 3 years | ||||||
Upside opportunity upon achievement of targets (percent) | 200% | |||||||
Time-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards granted (shares) | 634,118 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 74.67 | |||||||
Award vesting period | 3 years | 3 years | 5 years | |||||
1997 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum employee contribution to purchase company stock | $ 10,000 | $ 10,000 | ||||||
Discount rate used to determine the purchase price | 15% |
STOCK AWARD PLANS - Employee St
STOCK AWARD PLANS - Employee Stock Purchase Plan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased by employees (shares) | 51,276 | |||
Aggregate cost to employees | $ 4,419 | |||
Expense recognized by the company | 27,929 | $ 29,161 | $ 52,535 | $ 53,150 |
Company expense on ESPP discount | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expense recognized by the company | $ 779 | $ 733 | $ 2,103 | $ 1,807 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - Combinex Holding B.V. $ in Millions | Jun. 03, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration for acquisition | $ 14.7 |
Goodwill recorded in acquisition | $ 10.8 |
ACQUISITIONS - Identifiable Int
ACQUISITIONS - Identifiable Intangible Assets and Estimated Useful Lives (Details) - Customer relationships - Combinex Holding B.V. $ in Thousands | Jun. 03, 2021 USD ($) |
Business Acquisition [Line Items] | |
Estimated life (years) | 7 years |
Identifiable intangible assets | $ 3,942 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) employee | Jun. 30, 2021 USD ($) employee | Jun. 30, 2022 USD ($) employee | Jun. 30, 2021 USD ($) employee | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 6,798,475 | $ 5,532,726 | $ 13,614,428 | $ 10,336,595 | |
Income (loss) from operations | 469,665 | 260,604 | 815,139 | 483,933 | |
Depreciation and amortization | 23,262 | 22,937 | 45,748 | 46,215 | |
Total assets | $ 7,457,439 | $ 5,906,564 | $ 7,457,439 | $ 5,906,564 | $ 7,028,112 |
Average headcount (employee) | employee | 17,893 | 15,405 | 17,554 | 15,233 | |
NAST | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 4,147,046 | $ 3,585,481 | $ 8,261,935 | $ 6,796,904 | |
Income (loss) from operations | 276,499 | 151,092 | 458,853 | 287,876 | |
Depreciation and amortization | 6,123 | 6,534 | 12,362 | 13,159 | |
Total assets | $ 3,688,215 | $ 3,278,540 | $ 3,688,215 | $ 3,278,540 | |
Average headcount (employee) | employee | 7,552 | 6,580 | 7,442 | 6,578 | |
Global Forwarding | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 2,093,190 | $ 1,450,794 | $ 4,287,587 | $ 2,606,833 | |
Income (loss) from operations | 167,557 | 108,212 | 335,195 | 198,801 | |
Depreciation and amortization | 5,471 | 6,276 | 11,026 | 11,925 | |
Total assets | $ 2,851,114 | $ 1,852,473 | $ 2,851,114 | $ 1,852,473 | |
Average headcount (employee) | employee | 5,759 | 4,909 | 5,690 | 4,832 | |
All Other and Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 558,239 | $ 496,451 | $ 1,064,906 | $ 932,858 | |
Income (loss) from operations | 25,609 | 1,300 | 21,091 | (2,744) | |
Depreciation and amortization | 11,668 | 10,127 | 22,360 | 21,131 | |
Total assets | $ 918,110 | $ 775,551 | $ 918,110 | $ 775,551 | |
Average headcount (employee) | employee | 4,582 | 3,916 | 4,422 | 3,823 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 6,798,475 | $ 5,532,726 | $ 13,614,428 | $ 10,336,595 |
NAST | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,147,046 | 3,585,481 | 8,261,935 | 6,796,904 |
Global Forwarding | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,093,190 | 1,450,794 | 4,287,587 | 2,606,833 |
All Other and Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 558,239 | 496,451 | 1,064,906 | 932,858 |
Transportation and logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,465,642 | 5,240,448 | 12,993,993 | 9,800,675 |
Transportation and logistics services | Performance obligations completed over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,465,642 | 5,240,448 | 12,993,993 | 9,800,675 |
Transportation and logistics services | NAST | Performance obligations completed over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,147,046 | 3,585,481 | 8,261,935 | 6,796,904 |
Transportation and logistics services | Global Forwarding | Performance obligations completed over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,093,190 | 1,450,794 | 4,287,587 | 2,606,833 |
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 225,406 | 204,173 | 444,471 | 396,938 |
Sourcing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 332,833 | 292,278 | 620,435 | 535,920 |
Sourcing | Performance obligations completed at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 332,833 | 292,278 | 620,435 | 535,920 |
Sourcing | NAST | Performance obligations completed at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sourcing | Global Forwarding | Performance obligations completed at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Sourcing | All Other and Corporate | Performance obligations completed at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 332,833 | $ 292,278 | $ 620,435 | $ 535,920 |
LEASES - Lease Data (Details)
LEASES - Lease Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2018 | |
Lease Costs | |||||
Operating lease expense | $ 23,082 | $ 21,459 | $ 44,727 | $ 43,021 | |
Short-term lease expense | 1,137 | 1,462 | 3,597 | 3,063 | |
Total lease expense | $ 24,219 | $ 22,921 | 48,324 | 46,084 | |
Other Lease Information | |||||
Operating cash flows from operating leases | 43,937 | 42,495 | |||
Right-of-use lease assets obtained in exchange for new lease liabilities | $ 87,554 | $ 18,299 | |||
Lease Term and Discount Rate | |||||
Weighted average remaining lease term (in years) | 6 years 6 months | 6 years 6 months | |||
Weighted average discount rate (percent) | 3% | 3% | |||
Lessee, Lease, Description [Line Items] | |||||
Weighted average remaining lease term, excluding Chicago office space (in years) | 5 years 1 month 6 days | ||||
Chicago Office Space | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term (in years) | 15 years |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Maturities of lease liabilities | |
Remaining 2022 | $ 38,669 |
2023 | 84,653 |
2024 | 63,944 |
2025 | 47,866 |
2026 | 38,314 |
Thereafter | 121,832 |
Total lease payments | 395,278 |
Less: Interest | (41,273) |
Present value of lease liabilities | $ 354,005 |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Rollforward of Allowance for Credit Loss | |
Allowance for credit loss, beginning balance | $ 41,542 |
Provision | (2,411) |
Write-offs | (1,613) |
Allowance for credit loss, ending balance | $ 37,518 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |||||
Accumulated other comprehensive loss | $ 87,860 | $ 87,860 | $ 61,134 | ||
Other comprehensive income (loss) | $ (33,596) | $ (162) | $ (26,726) | $ (7,448) |