UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~June 30, ~~2017~~2019

¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number: 000-23189

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)



	Delaware		41-1883630
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~14701 Charlson Road, Eden Prairie, Minnesota~~		~~55347-5088~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~

~~952-937-8500~~14701 Charlson Road

Eden Prairie, MN55347

(Address of principal executive officers, including zip code)

952-937-8500

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. Yesý☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Date File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yesý☒ No ¨☐

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



Large accelerated filer	ý☒	Accelerated filer	¨☐	Emerging 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 ý☒

As of ~~November~~August 6, ~~2017,~~2019, the number of shares outstanding of the registrant’s Common Stock, par value ~~$.10~~$0.10 per share, was ~~139,405,298.~~135,377,884.

~~Table of Contents~~

C.H. ROBINSON WORLDWIDE, INC.

TABLE OF CONTENTS




	PART I. Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2019, and December 31, ~~2016~~2018	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	4
	~~Condensed~~ Consolidated Statements of ~~Cash Flows~~Stockholders' Investment for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	5
	~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1719
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

	PART II. Other Information

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults on Senior Securities	30
Item 4.	Mine Safety Disclosures	3130
Item 5.	Other Information	31
Item 6.	Exhibits	31

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


(In thousands, except per share data)	September 30, 2017			December 31, 2016
							June 30, 2019			December 31, 2018
ASSETS	(unaudited)						(unaudited)
Current assets:
Cash and cash equivalents	$	297,307		$	247,666		$	355,307		$	378,615
Receivables, net of allowance for doubtful accounts of $44,364 and $39,543	2,104,314			1,711,191
Receivables, net of allowance for doubtful accounts of $39,175 and $41,131							2,100,246			2,162,438
Contract assets							179,015			159,635
Prepaid expenses and other	53,225			49,245			72,005			52,386
Total current assets	2,454,846			2,008,102			2,706,573			2,753,074

Property and equipment, net	232,905			232,953			222,390			228,301
Goodwill	1,275,550			1,232,796			1,291,715			1,258,922
Other intangible assets, net	160,595			167,525			110,869			108,822
Deferred tax asset	5,917			2,250
Right-of-use lease assets							262,355			—
Deferred tax assets							12,957			9,993
Other assets	45,775			44,132			77,250			68,300
Total assets	$	4,175,588		$	3,687,758		$	4,684,109		$	4,427,412

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,033,726		$	839,736		$	1,064,432		$	971,023
Outstanding checks	70,334			82,052			58,213			92,084
Accrued expenses:
Compensation	92,005			98,107			92,676			153,626
Transportation expense							138,970			119,820
Income taxes	11,477			15,472			25,309			28,360
Other accrued liabilities	59,760			70,351			61,948			63,410
Current lease liabilities							54,792			—
Current portion of debt	719,000			740,000			—			5,000
Total current liabilities	1,986,302			1,845,718			1,496,340			1,433,323

Long-term debt	750,000			500,000			1,253,849			1,341,352
Noncurrent lease liabilities							215,830			—
Noncurrent income taxes payable	17,774			18,849			22,063			21,463
Deferred tax liabilities	66,396			65,122			36,344			35,757
Other long-term liabilities	241			222			372			430
Total liabilities	2,820,713			2,429,911			3,024,798			2,832,325
Stockholders’ investment:
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $ .10 par value, 480,000 shares authorized; 179,003 and 179,006 shares issued, 139,871 and 141,258 outstanding	13,987			14,126
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; 179,423 and 179,400 shares issued, 135,731 and 137,284 outstanding							13,573			13,728
Additional paid-in capital	427,032			419,280			541,090			521,486
Retained earnings	3,349,994			3,190,578			4,037,610			3,845,593
Accumulated other comprehensive loss	(22,880		)	(61,442		)	(72,326		)	(71,935		)
Treasury stock at cost (39,132 and 37,748 shares)	(2,413,258		)	(2,304,695		)
Treasury stock at cost (43,692 and 42,116 shares)							(2,860,636		)	(2,713,785		)
Total stockholders’ investment	1,354,875			1,257,847			1,659,311			1,595,087
Total liabilities and stockholders’ investment	$	4,175,588		$	3,687,758		$	4,684,109		$	4,427,412

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data)	2017			2016			2017			2016
													2019			2018			2019			2018
Revenues:
Transportation	$	3,433,701		$	2,998,583		$	9,855,739		$	8,593,767		$	3,638,612		$	3,953,139		$	7,143,544		$	7,590,779
Sourcing	350,750			357,171			1,053,855			1,135,671			270,228			322,898			516,506			610,585
Total revenues	3,784,451			3,355,754			10,909,594			9,729,438			3,908,840			4,276,037			7,660,050			8,201,364
Costs and expenses:
Purchased transportation and related services	2,869,616			2,469,939			8,214,856			6,974,556			2,972,998			3,313,196			5,826,254			6,354,798
Purchased products sourced for resale	320,989			327,353			958,537			1,038,870			240,626			291,358			459,780			549,158
Personnel expenses	293,204			256,883			867,928			804,631			338,886			340,630			678,984			668,927
Other selling, general, and administrative expenses	106,177			90,312			304,030			267,415			128,795			111,845			242,947			217,888
Total costs and expenses	3,589,986			3,144,487			10,345,351			9,085,472			3,681,305			4,057,029			7,207,965			7,790,771
Income from operations	194,465			211,267			564,243			643,966			227,535			219,008			452,085			410,593
Interest and other expense	(10,484		)	(7,426		)	(29,154		)	(22,463		)	(6,615		)	(5,128		)	(23,755		)	(15,828		)
Income before provision for income taxes	183,981			203,841			535,089			621,503			220,920			213,880			428,330			394,765
Provision for income taxes	64,795			74,813			182,752			230,422			51,740			54,717			97,362			93,305
Net income	119,186			129,028			352,337			391,081			169,180			159,163			330,968			301,460

Other comprehensive gain	14,426			518			38,562			491
Other comprehensive loss													(5,688		)	(27,512		)	(391		)	(28,077		)
Comprehensive income	$	133,612		$	129,546		$	390,899		$	391,572		$	163,492		$	131,651		$	330,577		$	273,383

Basic net income per share	$	0.85		$	0.90		$	2.50		$	2.73		$	1.23		$	1.14		$	2.41		$	2.16
Diluted net income per share	$	0.85		$	0.90		$	2.49		$	2.73		$	1.22		$	1.13		$	2.39		$	2.14

Basic weighted average shares outstanding	140,422			142,611			140,962			143,040			137,185			139,464			137,518			139,745
Dilutive effect of outstanding stock awards	600			272			441			205			1,071			1,147			1,149			1,215
Diluted weighted average shares outstanding	141,022			142,883			141,403			143,245			138,256			140,611			138,667			140,960

Cash dividends declared per share	$	0.45		$	0.43		$	1.35		$	1.29

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Consolidated Statements of Stockholders’ Investment

(unaudited, in thousands, except per share data)



	Common Shares Outstanding		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Investment
Balance December 31, 2018	137,284		$	13,728		$	521,486		$	3,845,593		$	(71,935	)	$	(2,713,785	)	$	1,595,087
Net income									161,788									161,788
Foreign currency translation												5,297						5,297
Dividends declared, $0.50 per share									(69,683		)							(69,683		)
Stock issued for employee benefit plans	342		34			(11,520		)							19,059			7,573
Issuance of restricted stock, net of forfeitures	(3	)	—			—												—
Stock-based compensation expense	—		—			17,123									—			17,123
Repurchase of common stock	(734	)	(73		)										(64,551		)	(64,624		)
Balance March 31, 2019	136,889		13,689			527,089			3,937,698			(66,638		)	(2,759,277		)	1,652,561
Net income									169,180									169,180
Foreign currency translation												(5,688		)				(5,688		)
Dividends declared, $0.50 per share									(69,268		)							(69,268		)
Stock issued for employee benefit plans	129		13			(681		)							8,367			7,699
Issuance of restricted stock, net of forfeitures	23		2			(2		)										—
Stock-based compensation expense	—		—			14,684									—			14,684
Repurchase of common stock	(1,310	)	(131		)										(109,726		)	(109,857		)
Balance June 30, 2019	135,731		$	13,573		$	541,090		$	4,037,610		$	(72,326	)	$	(2,860,636	)	$	1,659,311



	Common Shares Outstanding		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Stockholders’ Investment
Balance December 31, 2017	139,542		$	13,954		$	444,280		$	3,437,093		$	(18,460	)	$	(2,451,122	)	$	1,425,745
Net income									142,297									142,297
Cumulative effect change - revenue recognition									9,239									9,239
Foreign currency translation												(565		)				(565		)
Dividends declared, $0.46 per share									(65,384		)							(65,384		)
Stock issued for employee benefit plans	370		37			(10,441		)							16,810			6,406
Issuance of restricted stock, net of forfeitures	(2	)	—			—												—
Stock-based compensation expense	—		—			18,127									7			18,134
Repurchase of common stock	(557	)	(56		)										(51,144		)	(51,200		)
Balance March 31, 2018	139,353		13,935			451,966			3,523,245			(19,025		)	(2,485,449		)	1,484,672
Net income									159,163									159,163
Foreign currency translation												(27,512		)				(27,512		)
Dividends declared, $0.46 per share									(65,084		)							(65,084		)
Stock issued for employee benefit plans	174		17			(85		)							10,615			10,547
Issuance of restricted stock, net of forfeitures	1		—			—												—
Stock-based compensation expense	—		—			26,570									—			26,570
Repurchase of common stock	(784	)	(78		)										(70,119		)	(70,197		)
Balance June 30, 2018	138,744		$	13,874		$	478,451		$	3,617,324		$	(46,537	)	$	(2,544,953	)	$	1,518,159

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

~~(unaudited)~~(in thousands, unaudited)

Nine Months Ended September 30,
(In thousands) 2017 2016
OPERATING ACTIVITIES
Net income $ 352,337
$ 391,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 69,340
52,716
Provision for doubtful accounts 11,176
2,738
Stock-based compensation 24,509
30,626
Deferred income taxes (6,779 ) 21,832
Excess tax benefit on stock-based compensation (11,908 ) (17,207 )
Loss on sale/disposal of assets 1,352
566
Changes in operating elements (net of acquisitions):
Receivables (377,280 ) (137,813 )
Prepaid expenses and other 677
(12,148 )
Other non-current assets (2,220 ) (2,793 )
Accounts payable and outstanding checks 166,152
93,510
Accrued compensation (6,102 ) (50,105 )
Accrued income taxes 7,873
14,048
Other accrued liabilities (10,778 ) (10,223 )
Net cash provided by operating activities 218,349
376,828

INVESTING ACTIVITIES
Purchases of property and equipment (32,132 ) (56,125 )
Purchases and development of software (14,286 ) (14,986 )
Acquisitions, net of cash acquired (48,446 ) (220,203 )
Other 204
(735 )
Net cash used for investing activities (94,660 ) (292,049 )

FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans 23,270
16,003
Stock tendered for payment of withholding taxes (20,746 ) (36,220 )
Repurchase of common stock (129,991 ) (109,085 )
Cash dividends (192,765 ) (191,129 )
Excess tax benefit on stock-based compensation —
17,207
Proceeds from long-term borrowings 250,000
—
Proceeds from short-term borrowings 6,448,000
4,415,000
Payments on short-term borrowings (6,469,000 ) (4,140,000 )
Net cash used for financing activities (91,232 ) (28,224 )

Effect of exchange rates on cash 17,184
(335 )
Net increase in cash and cash equivalents 49,641
56,220
Cash and cash equivalents, beginning of period 247,666
168,229
Cash and cash equivalents, end of period $ 297,307
$ 224,449

Noncash transactions from investing and financing activities:
Accrued share repurchases held in other accrued liabilities $ 4,000
$ 2,985
Accrued purchases of property and equipment 800
4,332



	Six Months Ended June 30,
	2019			2018
OPERATING ACTIVITIES
Net income	$	330,968		$	301,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,642			48,479
Provision for doubtful accounts	3,224			9,055
Stock-based compensation	31,807			44,704
Deferred income taxes	(5,322		)	(9,014		)
Excess tax benefit on stock-based compensation	(5,353		)	(7,502		)
Other operating activities	961			668
Changes in operating elements (net of acquisitions):
Receivables	89,175			(214,620		)
Contract assets	(19,380		)	(34,483		)
Prepaid expenses and other	(16,404		)	5,326
Accounts payable and outstanding checks	37,378			101,770
Accrued compensation	(60,976		)	(7,381		)
Accrued transportation expense	19,149			45,420
Accrued income taxes	(3,051		)	12,068
Other accrued liabilities	4,166			9,277
Other assets and liabilities	542			3,243
Net cash provided by operating activities	456,526			308,470

INVESTING ACTIVITIES
Purchases of property and equipment	(16,774		)	(20,569		)
Purchases and development of software	(14,790		)	(9,514		)
Acquisitions, net of cash acquired	(58,379		)	(1,315		)
Other investing activities	8			(1,546		)
Net cash used for investing activities	(89,935		)	(32,944		)

FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	27,952			35,846
Stock tendered for payment of withholding taxes	(12,680		)	(18,893		)
Repurchase of common stock	(173,622		)	(119,497		)
Cash dividends	(139,010		)	(130,559		)
Proceeds from long-term borrowings	473,000			591,012
Payments on long-term borrowings	(561,000		)	—
Proceeds from short-term borrowings	14,000			2,418,000
Payments on short-term borrowings	(19,000		)	(3,067,000		)
Net cash used for financing activities	(390,360		)	(291,091		)

Effect of exchange rates on cash	461			(7,750		)
Net change in cash and cash equivalents	(23,308		)	(23,315		)
Cash and cash equivalents, beginning of period	378,615			333,890
Cash and cash equivalents, end of period	$	355,307		$	310,575

Noncash transactions from financing activities:
Accrued share repurchases held in other accrued liabilities	$	3,860		$	2,400

See accompanying notes to the condensed consolidated financial statements.

C.H. ROBINSON WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ~~GENERAL~~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, ~~Australia, New Zealand,~~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~~On January 1, 2019, we reorganized our enterprise transportation services structure to combine our North American Surface Transportation (“NAST”), and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. Our reportable segments are NAST and Global Forwarding ~~Robinson Fresh, and~~with all other segments included in All Other and Corporate. ~~The~~We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment. Robinson Fresh will be included in the All Other and Corporate reportable segment ~~includes~~with Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. ~~We group offices primarily by services they provide.~~Prior period information has been reclassified to conform with this presentation. For financial information concerning our reportable segments, refer to Note 9.9, 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, ~~2016.~~2018.

~~Recently Issued Accounting Standards -~~ RECENTLY ADOPTED ACCOUNTING STANDARDS

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“ASU”) 2014-09,~~ ~~Revenue from Contracts with Customers,~~ and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We plan to adopt this new standard on January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods.

We anticipate the adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. We are in the final stages of implementing the necessary system, process, and internal control changes that will allow us to quantify the impact. The new standard will expand our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that will change from a principal to an agent relationship under the new standard. This will cause the revenue associated with these contracts to be recognized at the net amount we charge our customers.

~~In February 2016, the FASB issued~~ ASU 2016-02, Leases ~~(Topic~~(Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use lease asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides another transition method no longer requiring application to previously reported periods. Therefore, prior period balances will not be restated. We adopted Topic 842 during the first quarter of 2019 by recognizing right-of-use lease assets and lease liabilities of approximately $265.4 million and $273.3 million, respectively, on January 1, 2019. The adoption of this standard did not have a significant impact on our consolidated results of operations or consolidated statements of cash flows. Refer to Note 11, Leases, for further information.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (“AOCI”) to retained earnings. This amendment became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. ASU 2018-19 will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. This update is effective for ~~annual~~fiscal years and interim periods beginning after December 15, 2019, and is effective for our fiscal year beginning January 1, 2020. We are evaluating the impact of the new standard on our consolidated financial position, results of operations, and cash flows.

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, 2018, ~~which will require us~~includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have expanded these policies below to ~~adopt these provisions~~effect the adoption of Accounting Standards Codification (“ASC”) 842 in the first quarter of ~~2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan~~2019.

RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to ~~adopt early. We have obligations under~~use an underlying asset for the lease ~~agreements for facilities and equipment, which~~term.

LEASE LIABILITIES. Lease liabilities are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases.

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation - Stock Compensation~~ (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, ~~Compensation - Stock Compensation~~ (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grantrecognized at commencement date and represent our obligation to make the ~~exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. Prior periods have not been restated. This adoption resulted in~~lease payments arising from a ~~decrease in our provision for income taxes for the three and nine months ended September 30, 2017 of $1.3 million and $11.9 million, respectively.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Instead, if the carrying amount of~~lease, measured on a reporting unit exceeds its fair value, any impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We have not yet selected a transition date, although we do not expect the adoption of this guidance to have any impact on our consolidated financial statements as the fair value of our reporting units is substantially in excess of their respective carrying values.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation - Stock Compensation~~ ~~(Topic 718):~~ ~~Scope of Modification Accounting~~. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. The ASU is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update will be applied prospectively to awards modified on or after the adoption date. The future impact of ASU 2017-09 will be dependent on the nature of future stock award modifications.discounted basis.

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, 2018⁽¹⁾	$	1,016,784		$	182,029	$	60,109	$	1,258,922
Acquisitions	—			24,636		7,771		32,407
Translation	(685		)	962		109		386
Balance June 30, 2019	$	1,016,099		$	207,627	$	67,989	$	1,291,715

⁽¹⁾ Amounts have been reclassified related to the reorganization of the NAST and Robinson Fresh transportation networks discussed in Note 9, Segment Reporting.

NAST Global Forwarding Robinson Fresh All Other and Corporate Total
December 31, 2016 balance $ 907,230
$ 159,050
$ 139,558
$ 26,958
$ 1,232,796
Acquisitions 3,673
24,902
—
—
28,575
Translation 10,320
1,970
1,583
306
14,179
September 30, 2017 $ 921,223
$ 185,922
$ 141,141
$ 27,264
$ 1,275,550

~~We evaluate our reporting units on a continual basis and, if necessary, reassign goodwill using a relative fair value allocation approach.~~ Goodwill is tested at least annually for impairment aton November 30, or more frequently if events or changes in circumstances indicate that the ~~reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would~~asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not ~~reduce~~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 a result of the segment reorganization discussed in Note 9, Segment Reporting, we determined the fair value of each of our reporting ~~unit below its carrying value. These events or circumstances could include~~units to further support our qualitative assessment and determined the more likely than not criteria had not been met, and therefore a ~~significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition~~Step One Analysis was not required as of ~~a significant portion of a reporting unit.~~June 30, 2019.

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



	June 30, 2019							December 31, 2018
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Finite-lived intangibles
Customer relationships	$	275,243	$	(174,879	)	$	100,364	$	254,293	$	(156,006	)	$	98,287
Non-competition agreements	300		(270		)	30		300		(240		)	60
Total finite-lived intangibles	275,543		(175,149		)	100,394		254,593		(156,246		)	98,347
Indefinite-lived intangibles
Trademarks	10,475		—			10,475		10,475		—			10,475
Total intangibles	$	286,018	$	(175,149	)	$	110,869	$	265,068	$	(156,246	)	$	108,822

September 30, 2017 December 31, 2016
Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Finite-lived intangibles
Customer relationships $ 262,534
$ (112,552 ) $ 149,982
$ 244,036
$ (87,199 ) $ 156,837
Non-competition agreements 500
(362 ) 138
500
(287 ) 213
Total finite-lived intangibles 263,034
(112,914 ) 150,120
244,536
(87,486 ) 157,050

Indefinite-lived intangibles
Trademarks 10,475
—
10,475
10,475
—
10,475
Total intangibles $ 273,509
$ (112,914 ) $ 160,595
$ 255,011
$ (87,486 ) $ 167,525

Amortization expense for other intangible assets is as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Amortization expense	$	9,675	$	9,196	$	18,968	$	18,595

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Amortization expense $ 9,157
$ 6,094
$ 26,875
$ 18,282

Definite-lived intangible assets, by reportable segment, as of ~~September~~June 30, ~~2017,~~2019, will be amortized over their remaining lives as follows (in thousands):



	NAST		Global Forwarding		All Other and Corporate		Total
Remainder of 2019	$	3,907	$	15,040	$	310	$	19,257
2020	250		28,071		620		28,941
2021	250		14,551		620		15,421
2022	250		14,551		620		15,421
2023	250		11,938		620		12,808
Thereafter	164		6,884		1,498		8,546
Total							$	100,394

NAST Global Forwarding Robinson Fresh All Other and Corporate Total
Remainder of 2017 $ 1,955
$ 7,267
$ —
$ 168
$ 9,390
2018 7,820
29,217
—
—
37,037
2019 7,820
29,217
—
—
37,037
2020 260
26,513
—
—
26,773
2021 260
12,992
—
—
13,252
Thereafter 706
25,925
—
—
26,631
Total

$ 150,120

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~~June 30, ~~2017,~~2019, and December 31, ~~2016.~~2018. There were no transfers between levels during the period.

NOTE 4. FINANCING ARRANGEMENTS

~~Senior Unsecured Revolving Credit Facility~~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, 2019		December 31, 2018		Maturity	June 30, 2019		December 31, 2018
Revolving credit facility	—	%	3.64	%	October 2023	$	—	$	5,000
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⁾	3.05	%	3.15	%	December 2020	161,823		249,744
Senior Notes ⁽¹⁾	4.20	%	4.20	%	April 2028	592,026		591,608
Total debt						1,253,849		1,346,352
Less: Current maturities and short-term borrowing						—		(5,000		)
Long-term debt						$	1,253,849	$	1,341,352

⁽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 total availability of $900 million which expires in December 2019. As of September 30, 2017, and December 31, 2016, we had $719 million and $740 million, respectively, in borrowings outstanding under. On October 24, 2018, the Credit Agreement ~~which is classified as a current liability on~~was amended to increase the ~~condensed consolidated balance sheets. As of September 30, 2017, we had remaining borrowing~~total availability ~~of $181 million. The recorded amount of borrowings outstanding approximates fair value because of~~from $900 million to $1 billion and extend the ~~short~~ maturity ~~period of the debt; therefore, we consider these borrowings~~date from December 31, 2019, to ~~be a Level 2 financial liability.~~

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 one-month LIBOR plus a specified margin). As of ~~September~~June 30, ~~2017,~~2019, the variable rate equaled 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. The weighted average interest rate incurred on borrowings during the three and nine months ended September 30, 2017, was approximately 2.4~~facility ranging from 0.075 percent ~~and 2.2 percent, respectively. At September 30, 2017, the interest rate incurred on borrowings was approximately 2.4~~to 0.200 percent. The ~~weighted average interest rate incurred on~~recorded amount of borrowings ~~during each~~outstanding approximates fair value because of the ~~three and nine months ended September 30, 2016, was approximately 1.4 percent and 1.5 percent, respectively. At September 30, 2016,~~short maturity period of the ~~interest rate incurred on borrowing was approximately 1.5 percent.~~debt; therefore, we consider these borrowings to be a Level 2 financial liability.

The Credit Agreement contains various restrictions and ~~covenants. Among other requirements, we may not permit our~~covenants that require us to maintain certain financial ratios, including a maximum leverage ratio ~~determined as~~ of ~~the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00~~3.50 to 1.00.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.

~~Note Purchase Agreement~~NOTE PURCHASE AGREEMENT

On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”) ~~named therein (the “Note Purchase Agreement”)~~. ~~Pursuant to the Note Purchase Agreement,~~On August 27, 2013, the Purchasers purchased ~~on August 27, 2013, (i) $175,000,000~~an aggregate principal amount of ~~the company’s 3.97 percent~~$500 million of our Senior Notes, Series A, ~~due August 27, 2023 (the “Series A Notes”), (ii) $150,000,000 aggregate principal amount of the company’s 4.26 percent~~ Senior Notes Series B, ~~due August 27, 2028 (the “Series B Notes”),~~ and ~~(iii) $175,000,000 aggregate principal amount of the company’s 4.60 percent~~ Senior Notes Series C, ~~due August 27, 2033~~collectively (the ~~“Series C Notes” and, together with the Series A Notes and the Series B Notes, the~~ “Notes”). Interest on the Notes is payable semi-annually in arrears. ~~We applied the proceeds of the sale~~The fair value of the Notes approximated $527.7 million at June 30, 2019. 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 ~~share repurchases.~~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 ~~customary provisions for transactions of this type, including representations~~various restrictions and ~~warranties regarding the company and its subsidiaries and various covenants, including~~ covenants that require us to maintain ~~specified~~certain financial ~~ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit our~~ratios, including a maximum leverage ratio ~~determined as~~ of ~~the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed~~ 3.00 to ~~1.00; we will not permit the~~1.00, a minimum interest coverage ratio as of ~~the end of each of our fiscal quarters and for the twelve-month period then ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than~~ 2.00 to ~~1.00;~~1.00, and ~~we will not permit, as~~a maximum consolidated priority debt to consolidated total asset ratio of ~~the end of each of our fiscal quarters, Consolidated Priority Debt to exceed~~ 15 ~~percent of Consolidated Total Assets.~~percent.

The Note Purchase Agreement provides for customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the Notes, covenant defaults, cross-defaults to other agreements evidencing indebtedness of the company or its subsidiaries, certain judgments against the company or its subsidiaries, and events of bankruptcy involving the company or its material subsidiaries.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.

The Notes were issued by the company to the initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The fair value of long-term debt under the Notes Purchase Agreement approximated $537.4 million at September 30, 2017. We estimate the fair value of our long-term debt 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 our long-term debt was recorded at fair value, it would be classified as Level 2.

U.S. ~~Trade Accounts Receivable Securitization~~TRADE ACCOUNTS RECEIVABLE SECURITIZATION

On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, ~~National Association~~N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). On December 17, 2018, we entered into an amended Receivables Securitization Facility with Wells Fargo Bank, N.A. and Bank of America, N.A. to extend the maturity date from April 26, 2019, to December 17, 2020. The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The borrowings outstanding under the Receivables Securitization Facility were $250 million as of September 30, 2017 and are classified as long-term debt on the condensed consolidated balance sheets. The borrowings under the Receivables Securitization Facility were used to pay down amounts previously outstanding on the Credit Agreement. The interest rate on borrowings under the Receivables Securitization Facility is based on ~~the asset-backed commercial paper rate plus a margin or 30 day~~30-day LIBOR plus a margin for a combined rate of 2.0 percent for the three months ended September 30, 2017 and 1.9 percent for the nine months ended September 30, 2017. The Receivables Securitization Facility expires on April 26, 2019 unless extended by the parties.margin. There is also a commitment fee we are required to pay on any unused portion of the facility.

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~~expires on December 17, 2020, unless extended by the Receivables Securitization Facility upon the occurrence of certain specified events including, but not limited to, the failure to pay yield, fees, and other amounts due, defaults on certain other indebtedness, failure to discharge certain judgments, insolvency events, change in control, and exceeding certain financial ratios designed to capture events negatively affecting the overall credit quality of the receivables.

~~As of September 30, 2017, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility.~~

parties. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.

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

SENIOR NOTES

On April 9, 2018, we issued senior unsecured notes ("Senior Notes") through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. The proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement. 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 $640.9 million as of June 30, 2019, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $592.0 million as of June 30, 2019. If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy.

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

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

As of June 30, 2019, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, Receivables Securitization Facility, and Senior Notes.

NOTE 5. INCOME TAXES

C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal return. We file unitary or separate state returns based on state filing requirements. 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 ~~2010. During~~2012. We are currently under an Internal Revenue Service audit for the ~~first quarter of 2017, we adopted ASU 2016-09,~~ ~~Compensation - Stock Compensation~~ ~~(Topic 718). This adoption resulted in a decrease in~~2015 tax year.

Our effective tax rate for the three months ended June 30, 2019, and 2018 was 23.4 percent and 25.6 percent, respectively, and our ~~provision~~effective tax rate for the six months ended June 30, 2019, and 2018 was 22.7 percent and 23.6 percent, respectively. The effective income ~~taxes~~tax rate for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, was higher than the statutory federal income tax rate due to state income taxes, net of ~~$1.3~~federal benefit, and foreign income taxes, but was partially offset by the tax impact of share-based payment awards. Additionally, the six months ended June 30, 2018, included net income tax expense of $1.0 million ~~and $11.9 million, respectively.~~related to adjustments to the one-time transition tax required as part of the Tax Act. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately ~~$29.0~~$16.5 million as of ~~September~~June 30, ~~2017.~~2019.

~~Our effective~~

Global Intangible Low-tax Income (“GILTI”) and Foreign Derived Intangible Income (“FDII”) were enacted as part of the Tax Act on December 22, 2017. Although enacted more than a year ago, regulatory guidance on the application of FDII has not been finalized. We have included the tax ~~rate~~impact of both GILTI and FDII in our income tax expense for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2019, based on our understanding of the rules available at the time of this filing. However, our calculations could be impacted by future regulations as guidance is finalized. We will continue to monitor any new guidance related to FDII and ~~2016 was 35.2 percent~~determine any impact it may have on our calculations.

As of June 30, 2019, we have $39.6 million of unrecognized tax benefits and ~~36.7 percent, respectively,~~related interest and ~~our effective~~penalties. It is possible the amount of unrecognized tax ~~rate~~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 $3.0 million in the ~~nine~~next 12 months ended September 30, 2017 and 2016 was 34.2 percent and 37.1 percent, respectively. The effective income tax rate for the three months ended September 30, 2017 was higher than the statutory federal income tax rate due to ~~state income taxes, net~~lapsing of ~~federal benefit. The effective income tax rate for the nine months ended September 30, 2017 was lower than the statutory federal income tax rate due to the adoption of ASU 2016-09.~~statutes.

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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Stock options	$	4,461	$	7,263	$	8,710	$	12,265
Stock awards	9,584		18,692		21,328		30,904
Company expense on ESPP discount	639		615		1,769		1,535
Total stock-based compensation expense	$	14,684	$	26,570	$	31,807	$	44,704

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Stock options $ 1,715
$ 603
$ 5,341
$ 5,818
Stock awards 5,427
3,747
17,149
22,768
Company expense on ESPP discount 525
491
2,019
2,040
Total stock-based compensation expense $ 7,667
$ 4,841
$ 24,509
$ 30,626

On May ~~12, 2016,~~9, 2019, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan ~~which~~to increase the number of shares authorized for award by 4,000,000 shares. The 2013 Equity Incentive 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 ~~13,041,803~~17,041,803 shares can be granted under this ~~plan.~~plan following the amendment and restatement. Approximately ~~4,928,988~~5,207,623 shares were available for stock awards under the plan as of ~~September~~June 30, ~~2017.~~2019. 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 time-based and performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period based on the company’s earnings ~~growth.~~growth or on the employees continued employment. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.

The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of ~~September~~June 30, ~~2017,~~2019, unrecognized compensation expense related to stock options was ~~$51.0~~$48.4 million. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

Full Value Awards - We have awarded ~~performance~~performance-based shares and restricted stock units to certain key employees and non-employee directors. These awards are subject to certain vesting requirements over a five-year period, based on ~~the company’s~~our earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 2221 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

We have also awarded time-based restricted shares and restricted stock units to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant, discounted for post-vesting holding restrictions, and is being expensed over the vesting period of the award.

We have also issued restricted stock units to certain key employees and non-employee directors, ~~restricted stock units~~ 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~~June 30, ~~2017,~~2019, there was unrecognized compensation expense of ~~$119.3~~$100.2 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

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



Three Months Ended June 30, 2019
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
53,503	$	3,621,065	$	639,011

Three Months Ended September 30, 2017
Shares purchased
by employees

Aggregate cost
to employees

Expense recognized
by the company
45,986
$ 2,975
$ 525

NOTE 7. LITIGATION

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including 17certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

NOTE 8. ACQUISITIONS

On ~~August 31, 2017,~~May 22, 2019, we acquired all of the outstanding shares of ~~Milgram & Company Ltd. ("Milgram"~~Dema Service S.p.A. (“Dema Service”) ~~for the purpose of expanding~~to strengthen our ~~global presence and bringing additional capabilities and expertise to our portfolio.~~existing footprint in Italy. Total purchase consideration, net of cash acquired was ~~$46.7~~$14.2 million, which was paid in cash. ~~We used advances under the Credit Agreement to fund part of the cash consideration.~~

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



	Estimated Life (years)
Customer relationships	7	$	4,252

Estimated Life (years)
Customer relationships 7 $ 14,004

There was $7.8 million of goodwill recorded related to the acquisition of Dema Service. The ~~Milgram~~Dema Service goodwill is a result of acquiring and retaining the ~~Milgram existing~~Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered ~~preliminary, subject to revision primarily related to certain potential post-closing and working capital adjustments, as final information~~preliminary. No goodwill was ~~not available as of September 30, 2017. The goodwill is not deductible~~recognized for Italian tax ~~purposes. The~~purposes from the acquisition. The results of operations of ~~Milgram~~Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since ~~September 1, 2017.~~May 23, 2019.

On ~~September 30, 2016,~~February 28, 2019, we acquired all of the outstanding ~~stock~~shares of ~~APC Logistics ("APC"~~The Space Cargo Group (“Space Cargo”). for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was ~~$229.4~~$44.1 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration. The following is a summary of the allocation of purchase price consideration to the estimated fair value of net assets for the acquisition of APC (in thousands):

Cash $ 10,181
Receivables 37,190
Inventory and other current assets 2,609
Property and equipment 1,696
Identifiable intangible assets 78,842
Goodwill 132,797
Other noncurrent assets 70
Long term deferred tax asset 814
Total assets 264,199

Accounts payable (22,147 )
Accrued expenses (12,700 )
Estimated net assets acquired $ 229,352

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

Estimated Life (years)
Customer relationships 7 $ 78,842



	Estimated Life (years)
Customer relationships	7	$	16,439

There was $24.6 million of goodwill recorded related to the acquisition of Space Cargo. The ~~APC~~Space Cargo goodwill is a result of acquiring and retaining the ~~APC existing~~Space Cargo workforce and expected synergies from integrating ~~their~~its business into ours. ~~The~~Purchase accounting is considered preliminary. No goodwill ~~is not deductible~~was recognized for Spanish tax ~~purposes.~~purposes from the acquisition. The results of operations of ~~APC~~Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since ~~October~~March 1, 2016. Pro forma financial information for prior periods is not presented because we believe the acquisition to be not material to our consolidated results. During the first quarter of 2017, we paid $1.8 million resulting from a working capital adjustment due to the sellers per the terms of the agreement.2019.

NOTE 9. SEGMENT REPORTING

On January 1, 2019, we reorganized our enterprise transportation services structure to combine our NAST and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment and will be included in the All Other and Corporate reportable segment. Prior period information has been reclassified to conform with this presentation. 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. ~~Beginning with the fourth quarter of 2016, based on certain internal reporting changes, we identified three~~We identify two reportable segments as follows:

~~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, LTL, and intermodal.

~~Global Forwarding~~-Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Australia, New Zealand, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, airfreight services, and customs brokerage.

~~Robinson Fresh~~-Robinson Fresh provides sourcing services under the trade name of Robinson Fresh. Our sourcing services primarily include the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the world and has a physical presence in North America, Europe, Asia, and South America. This segment often provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation services for its customers.


•	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, temperature-controlled transportation, LTL, and intermodal.


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

•

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

The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our ~~reporting~~reportable segments are the same as those described in the summary of significant accounting ~~policies in~~policies. We do not report our ~~Annual Report on Form 10-K~~intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the ~~year ended December 31, 2016. Segment information for prior years has been retroactively recast to align with current year presentation. Segment~~performance of our reportable segments.

Reportable segment information as of, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~2016,~~2018, is as follows (dollars in thousands):



	NAST		Global Forwarding		All Other and Corporate			Consolidated
Three Months Ended June 30, 2019
Total revenues	$	2,872,053	$	592,483	$	444,304		$	3,908,840
Net revenues	486,418		141,936		66,862			695,216
Income (loss) from operations	204,732		26,618		(3,815		)	227,535
Depreciation and amortization	6,131		9,315		9,636			25,082
Total assets⁽¹⁾	2,685,477		1,014,235		984,397			4,684,109
Average headcount	7,533		4,770		3,409			15,712

	NAST		Global Forwarding		All Other and Corporate			Consolidated
Three Months Ended June 30, 2018⁽²⁾
Total revenues	$	3,163,185	$	617,597	$	495,255		$	4,276,037
Net revenues	459,706		144,031		67,746			671,483
Income from operations	188,244		29,788		976			219,008
Depreciation and amortization	6,288		8,753		9,197			24,238
Total assets⁽¹⁾	2,692,908		861,080		899,296			4,453,284
Average headcount	7,401		4,736		3,092			15,229

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Three Months Ended September 30, 2017
Revenues $ 2,469,420
$ 552,134
$ 613,646
$ 149,251
$ —
$ 3,784,451
Intersegment revenues⁽¹⁾
115,796
7,873
43,272
3,228
(170,169 ) —
Total Revenues $ 2,585,216
$ 560,007
$ 656,918
$ 152,479
$ (170,169 ) $ 3,784,451
Net Revenues $ 377,403
$ 129,842
$ 54,253
$ 32,348
$ —
$ 593,846
Income from Operations 151,392
31,125
11,586
362
—
194,465
Depreciation and amortization 5,808
8,455
1,190
8,510
—
23,963
Total assets⁽²⁾
2,297,980
840,762
413,520
623,326
—
4,175,588
Average headcount 6,998
4,301
970
2,634
—
14,903

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Three Months Ended September 30, 2016
Revenues $ 2,252,187
$ 390,830
$ 590,385
$ 122,352
$ —
$ 3,355,754
Intersegment revenues⁽¹⁾
79,728
8,742
32,255
100
(120,825 ) —
Total Revenues $ 2,331,915
$ 399,572
$ 622,640
$ 122,452
$ (120,825 ) $ 3,355,754
Net Revenues $ 378,073
$ 93,368
$ 57,036
$ 29,985
$ —
$ 558,462
Income from Operations 171,733
17,047
17,733
4,754
—
211,267
Depreciation and amortization 5,547
5,073
983
6,054
—
17,657
Total assets⁽²⁾
2,115,467
625,267
405,832
517,496
—
3,664,062
Average headcount ⁽³⁾
6,869
3,559
956
2,322
—
13,706



	NAST		Global Forwarding		All Other and Corporate			Consolidated
Six Months Ended June 30, 2019
Total revenues	$	5,668,837	$	1,130,050	$	861,163		$	7,660,050
Net revenues	972,968		269,172		131,876			1,374,016
Income (loss) from operations	416,015		40,821		(4,751		)	452,085
Depreciation and amortization	12,390		18,241		19,011			49,642
Total assets⁽¹⁾	2,685,477		1,014,235		984,397			4,684,109
Average headcount	7,486		4,728		3,343			15,557

	NAST		Global Forwarding		All Other and Corporate			Consolidated
Six Months Ended June 30, 2018⁽²⁾
Total revenues	$	6,071,604	$	1,171,351	$	958,409		$	8,201,364
Net revenues	898,108		267,068		132,232			1,297,408
Income from operations	367,881		38,009		4,703			410,593
Depreciation and amortization	12,619		17,662		18,198			48,479
Total assets⁽¹⁾	2,692,908		861,080		899,296			4,453,284
Average headcount	7,368		4,743		3,066			15,177

^{(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.}

~~(2)~~ All cash and cash equivalents are included in All Other and Corporate.

~~(3) Average headcount does not include employees from APC added on September 30, 2016.~~⁽²⁾Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.

NOTE 10: 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, 2019, and 2018 (in thousands):



	Three Months Ended June 30, 2019
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	2,872,053	$	592,483	$	174,076	$	3,638,612
Sourcing	—		—		270,228		270,228
Total	$	2,872,053	$	592,483	$	444,304	$	3,908,840

Timing of Revenue Recognition
Performance obligations completed over time	$	2,872,053	$	592,483	$	174,076	$	3,638,612
Performance obligations completed at a point in time	—		—		270,228		270,228
Total	$	2,872,053	$	592,483	$	444,304	$	3,908,840

	Three Months Ended June 30, 2018
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	3,163,185	$	617,597	$	172,357	$	3,953,139
Sourcing	—		—		322,898		322,898
Total	$	3,163,185	$	617,597	$	495,255	$	4,276,037

Timing of Revenue Recognition
Performance obligations completed over time	$	3,163,185	$	617,597	$	172,357	$	3,953,139
Performance obligations completed at a point in time	—		—		322,898		322,898
Total	$	3,163,185	$	617,597	$	495,255	$	4,276,037



	Six Months Ended June 30, 2019
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	5,668,837	$	1,130,050	$	344,657	$	7,143,544
Sourcing	—		—		516,506		516,506
Total	$	5,668,837	$	1,130,050	$	861,163	$	7,660,050

Timing of Revenue Recognition
Performance obligations completed over time	$	5,668,837	$	1,130,050	$	344,657	$	7,143,544
Performance obligations completed at a point in time	—		—		516,506		516,506
Total	$	5,668,837	$	1,130,050	$	861,163	$	7,660,050

	Six Months Ended June 30, 2018
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	6,071,604	$	1,171,351	$	347,824	$	7,590,779
Sourcing	—		—		610,585		610,585
Total	$	6,071,604	$	1,171,351	$	958,409	$	8,201,364

Timing of Revenue Recognition
Performance obligations completed over time	$	6,071,604	$	1,171,351	$	347,824	$	7,590,779
Performance obligations completed at a point in time	—		—		610,585		610,585
Total	$	6,071,604	$	1,171,351	$	958,409	$	8,201,364

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Nine Months Ended September 30, 2017
Revenues $ 7,110,223
$ 1,549,742
$ 1,821,094
$ 428,535
$ —
$ 10,909,594
Intersegment revenues⁽¹⁾
329,193
23,456
116,281
13,776
(482,706 ) —
Total Revenues $ 7,439,416
$ 1,573,198
$ 1,937,375
$ 442,311
$ (482,706 ) $ 10,909,594
Net Revenues $ 1,109,749
$ 357,411
$ 171,936
$ 97,105
$ —
$ 1,736,201
Income from Operations 447,553
75,006
40,487
1,197
—
564,243
Depreciation and amortization 17,104
24,574
3,534
24,128
—
69,340
Total assets⁽²⁾
2,297,980
840,762
413,520
623,326
—
4,175,588
Average headcount 6,921
4,113
966
2,590
—
14,590

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Nine Months Ended September 30, 2016
Revenues $ 6,456,281
$ 1,098,715
$ 1,814,682
$ 359,760
$ —
$ 9,729,438
Intersegment revenues⁽¹⁾
211,540
23,585
83,200
642
(318,967 ) —
Total Revenues $ 6,667,821
$ 1,122,300
$ 1,897,882
$ 360,402
$ (318,967 ) $ 9,729,438
Net Revenues $ 1,161,074
$ 283,458
$ 183,041
$ 88,439
$ —
$ 1,716,012
Income from Operations 516,805
56,300
62,777
8,084
—
643,966
Depreciation and amortization 16,551
15,231
2,590
18,344
—
52,716
Total assets⁽²⁾
2,115,467
625,267
405,832
517,496
—
3,664,062
Average headcount ⁽³⁾
6,767
3,523
939
2,249
—
13,478

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, 2019, and revenue recognized in the three and six months ended June 30, 2019 and 2018 resulting from contract liabilities was not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.

~~(1) Intersegment revenues represent~~

NOTE 11. LEASES

We adopted ASU 2016-02, Leases (Topic 842), as of January 1, 2019. Prior period information was not restated and continues to be presented under ASC 840, Leases. We elected the ~~sales between our segments~~package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to not reassess existing contracts to determine if they contain a lease and to carry forward their historical lease classification upon transition. In addition, we have made a policy election to not apply the guidance of ASC 842 to leases with a term of 12 months or less as allowed by the standard. These leases are ~~eliminated to reconcile to~~recognized as expense on a straight-line basis over the lease term.

Adoption of the new standard resulted in the recording of right-of-use lease assets and lease liabilities of $265.4 million and $273.3 million, respectively, as of January 1, 2019. The adoption of this standard did not materially impact our consolidated ~~results.~~statement of operations or consolidated statements of cash flows.

~~(2) All cash~~

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 ~~cash equivalents~~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 at

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

~~(3) Average headcount does~~

Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include ~~employees from APC added on September~~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, ~~2016.~~2019.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2019, and for the three and six months ended June 30, 2019 (dollars in thousands):



Lease Costs	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease expense	$	16,957	$	33,779
Short-term lease expense	3,076		5,417
Total lease expense	$	20,033	$	39,196



Other Lease Information	Six Months Ended June 30, 2019
Operating cash flows from operating leases	$	33,376
Right-of-use lease assets obtained in exchange for new lease liabilities	26,198



Lease Term and Discount Rate	As of June 30, 2019
Weighted average remaining lease term (in years)⁽¹⁾	7.8
Weighted average discount rate	3.6	%

⁽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 4.3 years.

The maturity of lease liabilities as of June 30, 2019, were as follows (in thousands):



Maturity of Lease Liabilities	Operating Leases
Remaining 2019	$	32,490
2020	61,449
2021	49,061
2022	35,940
2023	25,550
Thereafter	109,909
Total lease payments	314,399
Less: Interest	(43,777		)
Present value of lease liabilities	$	270,622

Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2018, are as follows (in thousands):



2019	$	53,675
2020	47,680
2021	36,832
2022	27,644
2023	19,406
Thereafter	81,465
Total lease payments	$	266,702

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 ~~10.~~12. 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~~June 30, ~~2017,~~2019, and December 31, ~~2016,~~2018, was ~~$22.9~~$72.3 million and ~~$61.4~~$71.9 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency ~~translation~~ adjustments at ~~September~~June 30, ~~2017~~2019, and December 31, ~~2016.~~2018.

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

You should read the following discussion of our financial condition and results of operations 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;~~conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; competition and growth rates within the third party logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our ~~customers, or for other reasons;~~customers; 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 associated with operations outside of the ~~U.S.;~~United States; risks associated with the potential ~~impacts~~impact of changes in government regulations; risks associated with the produce industry, including food safety and contamination issues; fuel price increases or decreases, or fuel shortages; cyber-security related risks; the impact of war on the economy; changes to our capital structure; ~~risk~~risks related to the elimination of ~~unanticipated events or opportunities that might require additional capital expenditures or alter the timing of such expenditures;~~LIBOR; 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, ~~2016,~~2018, filed with the Securities and Exchange Commission on ~~March 1, 2017.~~February 25, 2019.

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.

OVERVIEW

Three Months Ended June 30, 2019, Compared to Three Months Ended June 30, 2018

Our ~~company.~~ Weconsolidated total revenues decreased 8.6 percent to $3.9 billion in the second quarter of 2019 from $4.3 billion in the second quarter of 2018 due to a decrease in transportation revenues driven by decreased pricing and volumes in truckload and to a lesser extent decreased volumes in intermodal services. The decrease in truckload pricing and volumes reflects the current state of the North America truckload market which is experiencing weakening demand and excess capacity. Sourcing revenues decreased 16.3 percent to $270.2 million in the second quarter of 2019 from $322.9 million in the second quarter of 2018 which was due to lower pricing per case and lower case volume. Net revenues increased 3.5 percent to $695.2 million in the second quarter of 2019 from $671.5 million in the second quarter of 2018 driven by margin improvement in truckload. Net revenues is a Non-GAAP financial measure defined below. Income from operations increased 3.9 percent to $227.5 million in the second quarter of 2019 from $219.0 million in the second quarter of 2018 driven by the increase in net revenues and was slightly offset by an increase in other selling, general, and administrative expenses. Diluted net income per share increased 8.0 percent to $1.22 in the second quarter of 2019 from $1.13 in the second quarter of 2018.

Six Months Ended June 30, 2019, Compared to Six Months Ended June 30, 2018

Our consolidated total revenues decreased 6.6 percent to $7.7 billion in the six months ended June 30, 2019, from $8.2 billion in the six months ended June 30, 2018, primarily due to a decrease in truckload pricing and to a lesser extent intermodal volumes and decreased pricing and volumes in air transportation services. Sourcing revenues also decreased 15.4 percent to $516.5 million in the six months ended June 30, 2019, from $610.6 million in the six months ended June 30, 2018, which was due to lower pricing per case and lower case volume. Net revenues increased 5.9 percent to $1.4 billion in the six months ended June 30, 2019, from $1.3 billion in the six months ended June 30, 2018, driven by margin improvement in truckload. Income from operations increased 10.1 percent to $452.1 million in the six months ended June 30, 2019, from $410.6 million in the six months ended June 30, 2018, driven by the increase in net revenues and was slightly offset by an increase in other selling, general, and administrative expenses and, to a lesser extent, personnel expenses. Our cash flow from operations increased 48.0 percent to $456.5 million in the six months ended June 30, 2019, from $308.5 million in the six months ended June 30, 2018, driven primarily by improved working capital performance and the impact of decreasing total transportation revenues and purchased transportation on our accounts receivable and accounts payable balances in addition to growth in income from operations. Diluted net income per share increased 11.7 percent to $2.39 in the six months ended June 30, 2019, from $2.14 in the six months ended June 30, 2018.

On February 28, 2019, we acquired The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Our consolidated results include the results of Space Cargo as of March 1, 2019. On May 22, 2019, we acquired Dema Service S.p.A (“Dema Service”) to strengthen our existing footprint in Italy. Our consolidated results include the results of Dema Service as of May 23, 2019.

Net revenues are a global provider of transportation services and logistics solutions, operating through a network of offices in North America, Europe, Asia, Australia, New Zealand, and South America. As a third party logistics provider, we enter into contractual relationships with a wide variety of transportation companies, and utilize those relationships to efficiently and cost effectively transport our customers’ freight. We have contractual relationships with approximately 107,000 transportation companies, including motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. Depending on the needs of our customer and their supply chain requirements, we select and hire the appropriate transportation for each shipment. Our model enables us to be flexible, provide solutions that optimize service for our customers, and minimize our asset utilization risk.

In addition to transportation and logistics services, we also provide sourcing services. Our sourcing business consists of buying, selling, and marketing fresh produce. We purchase fresh produce through our network of produce suppliers and sell it to grocery retailers, restaurants, foodservice distributors, and produce wholesalers. In some cases, we also arrange the transportation of the produce we sell through our relationships with specialized transportation companies. Transportation revenues generated by Robinson Fresh are included in our transportation service line, but are included in Robinson Fresh.

Our reportable segments are North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh, and All Other and Corporate. The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. We group offices primarily by services they provide. Fornon-GAAP financial ~~information concerning our reportable segments and geographic regions, refer to Note 9 of our consolidated financial statements.~~

On August 31, 2017, we acquired Milgram & Company Ltd. ("Milgram"), a provider of freight forwarding, customs brokerage, and surface transportation primarily in Canada. The acquisition strengthens our global forwarding and customs brokerage offerings in Canada.

~~Our business model.~~ ~~We are primarily a service company. We add value and expertise in the procurement and execution of transportation and logistics, including sourcing of produce products for our customers. Our~~measure calculated as total revenues ~~represent~~less the ~~total dollar value~~cost of ~~services and goods we sell to our customers. Our net revenues are our total revenues less~~ purchased transportation and related services ~~including contracted motor carrier, rail, ocean, air, and other costs,~~ and the ~~purchase price and services related to the~~cost of purchased products ~~we source. Our~~sourced for resale. We believe net revenues are ~~the primary indicator~~a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider ~~them~~net revenues to be our primary performance measurement. Accordingly, the discussion of our results of operations ~~below~~often focuses on the changes in our net revenues.

We keep our business model as variable as possible to allow us to be flexible and adapt to changing economic and industry conditions. We sell transportation services and produce to our customers with varied pricing arrangements. Some prices are committed to for a period The reconciliation of time, subject to certain terms and conditions, and some prices are set on a spot market basis. We buy most of our truckload transportation capacity and produce on a spot market basis. Consequently, our net revenue per transaction tends to increase in times when there is excess supply and decrease in times when demand is strong relative to supply.

We design our personnel and other operating expenses to be variable. Compensation is tied to productivity and performance. Each office is responsible for its hiring and headcount decisions, based on the needs of their office and to balance personnel resources with business requirements.

~~Our office network.~~ Our office network is a competitive advantage. Building local customer and contract carrier relationships has been an important part of our success, and our worldwide network of offices supports our core strategy of serving customers locally, nationally, and globally. Our network offices help us penetrate local markets, provide face-to-face service when needed, and recruit contract carriers. Our network also gives us knowledge of local market conditions, which is important in the transportation industry because it is market driven and very dynamic.

~~Our people.~~ Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people, and to properly align our headcount and personnel expense with our business. Our headcount increased by 191 employees during the third quarter of 2017, primarily related to the acquisition of Milgram. Most network management compensation is dependent on the profitability of their particular office. We believe this makes our employees more service-oriented and focused on driving growth and maximizing office productivity. All of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders.

~~Our customers.~~ In 2016, we worked with more than 113,000 active customers. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse and unconcentrated. In 2016, our top 100 customers represented approximately 30 percent of our total revenues ~~and approximately 26 percent of our~~to net ~~revenues. Our largest customer was approximately two percent of our total revenues.~~revenues is presented below (in thousands):

~~Our contracted carriers.~~ Our contracted carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2016, we worked with approximately 71,000 transportation providers worldwide, up from approximately 68,000 in 2015. Motor carriers that had fewer than 100 tractors transported approximately 81 percent of our truckload shipments in 2016. In our transportation business, no single contracted carrier represents more than approximately 1.6 percent of our contracted carrier capacity.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues:
Transportation	$	3,638,612	$	3,953,139	$	7,143,544	$	7,590,779
Sourcing	270,228		322,898		516,506		610,585
Total revenues	3,908,840		4,276,037		7,660,050		8,201,364
Costs and expenses:
Purchased transportation and related services	2,972,998		3,313,196		5,826,254		6,354,798
Purchased products sourced for resale	240,626		291,358		459,780		549,158
Total costs and expenses	3,213,624		3,604,554		6,286,034		6,903,956
Net revenues	$	695,216	$	671,483	$	1,374,016	$	1,297,408

RESULTS OF OPERATIONS

The following table summarizes our total revenues ~~by services and products (in~~(dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017		2016		% change		2017		2016		% change		2019		2018		% change		2019		2018		% change
Transportation	$	3,433,701	$	2,998,583	14.5	%	$	9,855,739	$	8,593,767	14.7	%	$	3,638,612	$	3,953,139	(8.0	)%	$	7,143,544	$	7,590,779	(5.9	)%
Sourcing	350,750		357,171		-1.8	%	1,053,855		1,135,671		-7.2	%	270,228		322,898		(16.3	)%	516,506		610,585		(15.4	)%
Total	$	3,784,451	$	3,355,754	12.8	%	$	10,909,594	$	9,729,438	12.1	%	$	3,908,840	$	4,276,037	(8.6	)%	$	7,660,050	$	8,201,364	(6.6	)%

The following table illustrates our net revenue margins ~~by services~~for our transportation and ~~products:~~sourcing services:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
Transportation	16.4	%	17.6	%	16.6	%	18.8	%	18.3	%	16.2	%	18.4	%	16.3	%
Sourcing	8.5	%	8.3	%	9.0	%	8.5	%	11.0	%	9.8	%	11.0	%	10.1	%
Total	15.7	%	16.6	%	15.9	%	17.6	%	17.8	%	15.7	%	17.9	%	15.8	%

The following table summarizes our net revenues by service line. The service line net revenues in the table differ from the segment service line revenues discussed below as our segments have revenues from multiple service lines (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017		2016		% change		2017		2016		% change		2019		2018		% change		2019		2018		% change
Transportation
Truckload	$	301,025	$	309,027	-2.6	%	$	887,865	$	960,451	-7.6	%	$	371,351	$	341,442	8.8	%	$	749,344	$	671,733	11.6	%
LTL⁽¹⁾	101,870		96,447		5.6	%	301,706		287,518		4.9	%	122,991		119,189		3.2	%	239,220		231,333		3.4	%
Intermodal	7,478		7,676		-2.6	%	23,278		25,961		-10.3	%	6,298		9,181		(31.4	)%	12,374		15,513		(20.2	)%
Ocean	81,182		56,506		43.7	%	217,495		175,243		24.1	%	85,472		87,035		(1.8	)%	157,005		155,879		0.7	%
Air	25,529		19,897		28.3	%	73,166		58,424		25.2	%	26,134		30,905		(15.4	)%	53,716		59,788		(10.2	)%
Customs	17,421		12,320		41.4	%	49,810		34,649		43.8	%	23,306		20,794		12.1	%	45,184		41,449		9.0	%
Other Logistics Services	29,580		26,771		10.5	%	87,563		76,965		13.8	%	30,062		31,397		(4.3	)%	60,447		60,286		0.3	%
Total Transportation	564,085		528,644		6.7	%	1,640,883		1,619,211		1.3	%	665,614		639,943		4.0	%	1,317,290		1,235,981		6.6	%
Sourcing	29,761		29,818		-0.2	%	95,318		96,801		-1.5	%	29,602		31,540		(6.1	)%	56,726		61,427		(7.7	)%
Total	$	593,846	$	558,462	6.3	%	$	1,736,201	$	1,716,012	1.2	%	$	695,216	$	671,483	3.5	%	$	1,374,016	$	1,297,408	5.9	%

⁽¹⁾Less than truckload ("LTL").

The following table represents certain statements of operations data, shown as percentages of our net revenues:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Operating expenses:
Personnel expenses	49.4	%	46.0	%	50.0	%	46.9	%	48.7	%	50.7	%	49.4	%	51.6	%
Other selling, general, and administrative expenses	17.9	%	16.2	%	17.5	%	15.6	%	18.5	%	16.7	%	17.7	%	16.8	%
Total operating expenses	67.3	%	62.2	%	67.5	%	62.5	%	67.3	%	67.4	%	67.1	%	68.4	%
Income from operations	32.7	%	37.8	%	32.5	%	37.5	%	32.7	%	32.6	%	32.9	%	31.6	%
Interest and other expense	(1.8	)%	(1.3	)%	(1.7	)%	(1.3	)%	(1.0	)%	(0.8	)%	(1.7	)%	(1.2	)%
Income before provision for income taxes	31.0	%	36.5	%	30.8	%	36.2	%	31.8	%	31.9	%	31.2	%	30.4	%
Provision for income taxes	10.9	%	13.4	%	10.5	%	13.4	%	7.4	%	8.1	%	7.1	%	7.2	%
Net income	20.1	%	23.1	%	20.3	%	22.8	%	24.3	%	23.7	%	24.1	%	23.2	%

The following table summarizes our results by reportable segment (dollars in thousands):

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Three Months Ended September 30, 2017
Revenues $ 2,469,420
$ 552,134
$ 613,646
$ 149,251
$ —
$ 3,784,451
Intersegment revenues 115,796
7,873
43,272
3,228
(170,169 ) —
Total Revenues $ 2,585,216
$ 560,007
$ 656,918
$ 152,479
$ (170,169 ) $ 3,784,451
Net Revenues $ 377,403
$ 129,842
$ 54,253
$ 32,348
$ —
$ 593,846
Income from Operations 151,392
31,125
11,586
362
—
194,465

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Three Months Ended September 30, 2016
Revenues $ 2,252,187
$ 390,830
$ 590,385
$ 122,352
$ —
$ 3,355,754
Intersegment revenues 79,728
8,742
32,255
100
(120,825 ) —
Total Revenues $ 2,331,915
$ 399,572
$ 622,640
$ 122,452
$ (120,825 ) $ 3,355,754
Net Revenues $ 378,073
$ 93,368
$ 57,036
$ 29,985
$ —
$ 558,462
Income from Operations 171,733
17,047
17,733
4,754
—
211,267



	NAST		Global Forwarding		All Other and Corporate			Consolidated
Three Months Ended June 30, 2019
Total revenues	$	2,872,053	$	592,483	$	444,304		$	3,908,840
Net revenues	486,418		141,936		66,862			695,216
Income from operations	204,732		26,618		(3,815		)	227,535

	NAST		Global Forwarding		All Other and Corporate			Consolidated
Three Months Ended June 30, 2018 ⁽¹⁾
Total revenues	$	3,163,185	$	617,597	$	495,255		$	4,276,037
Net revenues	459,706		144,031		67,746			671,483
Income from operations	188,244		29,788		976			219,008

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Nine Months Ended September 30, 2017
Revenues $ 7,110,223
$ 1,549,742
$ 1,821,094
$ 428,535
$ —
$ 10,909,594
Intersegment revenues 329,193
23,456
116,281
13,776
(482,706 ) —
Total Revenues $ 7,439,416
$ 1,573,198
$ 1,937,375
$ 442,311
$ (482,706 ) $ 10,909,594
Net Revenues $ 1,109,749
$ 357,411
$ 171,936
$ 97,105
$ —
$ 1,736,201
Income from Operations 447,553
75,006
40,487
1,197
—
564,243

NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Nine Months Ended September 30, 2016
Revenues $ 6,456,281
$ 1,098,715
$ 1,814,682
$ 359,760
$ —
$ 9,729,438
Intersegment revenues 211,540
23,585
83,200
642
(318,967 ) —
Total Revenues $ 6,667,821
$ 1,122,300
$ 1,897,882
$ 360,402
$ (318,967 ) $ 9,729,438
Net Revenues $ 1,161,074
$ 283,458
$ 183,041
$ 88,439
$ —
$ 1,716,012
Income from Operations 516,805
56,300
62,777
8,084
—
643,966



	NAST		Global Forwarding		All Other and Corporate			Consolidated
Six Months Ended June 30, 2019
Total revenues	$	5,668,837	$	1,130,050	$	861,163		$	7,660,050
Net revenues	972,968		269,172		131,876			1,374,016
Income from operations	416,015		40,821		(4,751		)	452,085

	NAST		Global Forwarding		All Other and Corporate			Consolidated
Six Months Ended June 30, 2018 ⁽¹⁾
Total revenues	$	6,071,604	$	1,171,351	$	958,409		$	8,201,364
Net revenues	898,108		267,068		132,232			1,297,408
Income from operations	367,881		38,009		4,703			410,593

⁽¹⁾Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.

Consolidated Results of Operations—Three Months Ended ~~September~~June 30, ~~2017~~2019 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2018

Total revenues and direct costs. Our consolidated total revenues ~~increased 12.8~~decreased 8.6 percent to $3.9 billion in the ~~third~~second quarter of ~~2017~~2019 compared to $4.3 billion in the ~~third~~second quarter of ~~2016.~~2018. Total transportation revenues ~~increased 14.5~~decreased 8.0 percent to $3.6 billion in the ~~third~~second quarter of ~~2017~~2019 compared to $4.0 billion in the ~~third~~second quarter of ~~2016.~~2018. The ~~increase~~decrease was driven by ~~increased~~lower pricing and ~~volume growth~~volumes in ~~nearly all of our transportation services.~~truckload and, to a lesser extent, decreased intermodal volumes. Total purchased transportation and related services ~~increased 16.2~~decreased 10.3 percent to $3.0 billion in the ~~third~~second quarter of ~~2017~~2019 compared to $3.3 billion in the ~~third~~second quarter of ~~2016.~~2018. The ~~increase~~decrease was due to ~~increased~~decreased cost of transportation ~~including fuel, and volume growth~~ in ~~nearly all~~most of our transportation ~~services.~~services resulting from softening market demand. Our sourcing total revenue decreased ~~1.8~~16.3 percent to ~~$350.8~~$270.2 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$357.2~~$322.9 million in the ~~third~~second quarter of ~~2016.~~2018 due to lower pricing per case and lower case volume. Purchased products sourced for resale decreased ~~1.9~~17.4 percent in the ~~third~~second quarter of ~~2017~~2019 to ~~$321.0~~$240.6 million from ~~$327.4~~$291.4 million in the ~~third~~second quarter of 2016. These decreases were due to decreased case volumes and lower pricing resulting from lower commodity costs. The hurricanes that impacted the southern United States had an impact on volumes and pricing during the third quarter of 2017. We estimate the impact on volumes was positive on our NAST division and negative on Robinson Fresh. The storms also impacted pricing in the North American truckload market due to the storm disruption.2018.

Net revenues. Total transportation net revenues increased ~~6.7~~4.0 percent to ~~$564.1~~$665.6 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$528.6~~$639.9 million in the ~~third~~second quarter of ~~2016.~~2018. Our transportation net revenue margin ~~decreased~~increased to ~~16.4~~18.3 percent in the ~~third~~second quarter of ~~2017~~2019 from ~~17.6~~16.2 percent in the ~~third~~second quarter of ~~2016 primarily due~~2018 driven by margin expansion in truckload services as we benefited from a shift to ~~the~~contractual volume in a falling cost ~~of transportation increasing more than customer pricing, including fuel, in nearly all transportation services.~~market. Sourcing net revenues ~~were flat at $29.8~~decreased 6.1 percent to $29.6 million in the ~~third~~second quarter of ~~2017 compared to~~2019 from $31.5 million in the ~~third~~second quarter of ~~2016.~~2018. Our sourcing net revenue margin ~~was 8.5~~increased to 11.0 percent in the ~~third~~second quarter of ~~2017 and 8.3~~2019 from 9.8 percent in the ~~third~~second quarter of ~~2016.~~2018 driven by the strategic decision to exit unprofitable business.

Operating expenses. Operating expenses increased ~~15.0~~3.4 percent to ~~$399.4~~$467.7 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$347.2~~$452.5 million in the ~~third~~second quarter of ~~2016.~~2018 driven by selling, general, and administrative expenses as discussed below. Operating expenses as a percentage of net revenues ~~increased~~decreased to 67.3 percent in the ~~third~~second quarter of ~~2017~~2019 from ~~62.2~~67.4 percent in the ~~third~~second quarter of ~~2016.~~2018.

For the ~~third~~second quarter, personnel expenses ~~increased 14.1~~decreased 0.5 percent to ~~$293.2~~$338.9 million in ~~2017~~2019 from ~~$256.9~~$340.6 million in ~~2016.~~2018. The ~~increase~~decrease in personnel expense was primarily due to declines in performance-based compensation, partially offset by an increase of ~~8.7~~3.2 percent in average headcount ~~and an increase in variable compensation~~ in the ~~third~~second quarter of ~~2017~~2019 compared to the ~~third~~second quarter of ~~2016.~~2018.

For the ~~third~~second quarter of ~~2017,~~2019, other selling, general, and administrative expenses increased ~~17.6~~15.2 percent to ~~$106.2~~$128.8 million in ~~2017~~2019 from ~~$90.3~~$111.8 million in the ~~third~~second quarter of ~~2016.~~2018, driven primarily by increases in purchased services and occupancy costs.

Income from operations. Income from operations increased 3.9 percent to $227.5 million in the second quarter of 2019 from $219.0 million in the second quarter of 2018. This increase was driven ~~by costs related to the addition of the APC and Milgram businesses, and increases in the provision for bad debt, claims expenses, and warehouse costs.~~

~~Income from operations.~~ Income from operations decreased 8.0 percent to $194.5 million in the third quarter of 2017 from $211.3 million in the third quarter of 2016. This decrease was primarily driven by declines in income from operations in NAST and Robinson Fresh, partially offset by an increase in income from operations in NAST, partially offset by declines in Global ~~Forwarding.~~Forwarding and All Other and Corporate. Income from operations as a percentage of net revenues ~~decreased~~increased to 32.7 percent in the ~~third~~second quarter of ~~2017~~2019 from ~~37.8~~32.6 percent in the ~~third~~second quarter of ~~2016.~~2018.

Interest and other expense. Interest and other expense was ~~$10.5~~$6.6 million in the ~~third~~second quarter of ~~2017~~2019 compared to ~~$7.4~~$5.1 million in the ~~third~~second quarter of ~~2016.~~2018. The increase ~~was due primarily~~included a $2.8 million favorable impact of foreign currency revaluation and realized foreign currency gains and losses in the second quarter of 2019 compared to an $8.0 million favorable impact in the second quarter of 2018. Interest expense decreased modestly driven by a ~~higher~~lower average debt balance ~~and higher interest rates during~~in the second quarter ~~ended September 30, 2017,~~of 2019 compared to the ~~same period ended September 30, 2016. Increased borrowings were related to the acquisition~~second quarter of ~~Milgram and increased working capital needs.~~2018.

Provision for income taxes. Our effective income tax rate was ~~35.2~~23.4 percent for the ~~third~~second quarter of ~~2017~~2019 and ~~36.7~~25.6 percent for the ~~third~~second quarter of ~~2016. During~~2018. The effective income tax rate for the ~~third quarter of 2017,~~three months ended June 30, 2019, was higher than the ~~provision for~~statutory federal income tax rate due to state income taxes, ~~decreased by $2.7 million due to tax credits associated with~~net of federal benefit, and foreign ~~earnings deemed to be subject to U.S. taxation. During the first quarter of 2017, we adopted ASU 2016-09,~~ ~~Compensation - Stock Compensation~~ ~~(Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of~~ income taxes, ~~related to~~but was partially offset by the tax impact of share-based payment awards, ~~in our consolidated financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flow. This adoption~~which resulted in a decrease in our provision for income taxes for the three months ended June 30, 2019, and 2018 of $0.9 million and $1.3 million, ~~the third quarter of 2017.~~respectively.

Net income. Net income ~~decreased 7.6~~increased 6.3 percent to ~~$119.2~~$169.2 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$129.0~~$159.2 million in the ~~third~~second quarter of ~~2016.~~2018. Basic ~~and diluted~~ net income per share ~~decreased 5.6~~increased 7.9 percent to ~~$0.85~~$1.23 from ~~$0.90~~$1.14 in the ~~third~~second quarter of ~~2017~~2019 compared to the ~~third~~second quarter of ~~2016.~~2018. Diluted net income per share increased 8.0 percent to $1.22 from $1.13 in the second quarter of 2019 compared to the second quarter of 2018.

~~SEGMENT RESULTS OF OPERATIONS~~

Segment Results of Operations—Three Months Ended ~~September~~June 30, ~~2017,~~2019, Compared to Three Months Ended ~~September~~June 30, ~~2016~~2018

North American Surface Transportation. NAST ~~total~~ revenues ~~including intersegment revenues, increased 10.9~~decreased 9.2 percent to ~~$2.6~~$2.9 billion in the ~~third~~second quarter of ~~2017~~2019 from ~~$2.3~~$3.2 billion in the ~~third~~second quarter of ~~2016.~~2018. This ~~increase~~decrease was primarily driven by lower pricing and ~~volume increases~~volumes in ~~most services.~~truckload and, to a lesser extent, decreased intermodal volume. These decreases were partially offset by increased LTL volumes. NAST cost of transportation and related services ~~increased 13.0~~decreased 11.8 percent to ~~$2.2~~$2.4 billion in the ~~third~~second quarter of ~~2017~~2019 from ~~$2.0~~$2.7 billion in the ~~third~~second quarter of ~~2016.~~2018, driven by lower cost per mile in truckload services. NAST net revenues increased 5.8 percent to $486.4 million in the second quarter of 2019 from $459.7 million in the second quarter of 2018. This ~~increase~~ was primarily driven by an increase in costs of transportation and a volume increase in most services. NAST net revenues decreased 0.2 percent to $377.4 million in the third quarter of 2017 from $378.1 million in the third quarter of 2016. This decrease was driven by a decline in truckload net revenues as discussed below.

NAST truckload net revenues ~~decreased 2.1~~increased 8.6 percent to ~~$266.6~~$352.9 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$272.4~~$325.0 million in the ~~third~~second quarter of ~~2016.~~2018 driven by net revenue margin expansion as we benefited from a shift to contractual volume in a falling cost market. As supply and demand in the freight market becomes more balanced, as was the case in the first half of 2019, we typically see our volume shift more heavily toward contractual business, accompanied by net revenue margin expansion. NAST truckload volumes ~~were flat~~decreased 2.5 percent in the ~~third~~second quarter of ~~2017~~2019 compared to the ~~third~~second quarter of ~~2016. NAST truckload net revenue margin decreased in the third quarter of 2017 compared to the third quarter of 2016, due primarily to higher transportation costs, including fuel costs.~~2018.

NAST truckload net revenues accounted for approximately 93 percent of our total North American truckload net revenues in the third quarter of 2017 and approximately 92 percent in the third quarter of 2016. The majority of the remaining North American truckload net revenues are included in Robinson Fresh. Excluding the estimated impacts of the ~~increase~~decrease in fuel costs, our average truckload rate per mile charged to our customers ~~increased 6.5~~decreased approximately 11.5 percent in the ~~third~~second quarter of ~~2017~~2019 compared to the ~~third~~second quarter of ~~2016.~~2018 reflecting pricing changes related to the marketplace conditions discussed above. Our truckload transportation costs ~~increased~~decreased approximately ~~8.5~~14.5 percent, excluding the estimated ~~increase~~decrease in fuel costs. While rapidly rising prices does often create incremental spot market activity, it can also create more margin compression on committed pricing arrangements. We experienced both of these impacts in our third quarter results. The pricing trends and required adjustments to market conditions that we discussed at length last quarter continued and were accelerated by the hurricane impacts.

NAST LTL net revenues increased ~~4.8~~2.8 percent to ~~$97.6~~$121.5 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$93.1~~$118.2 million in the ~~third~~second quarter of ~~2016.~~2018. This increase was primarily due to a volume increase of ~~6.5~~3.5 percent in the ~~third~~second quarter of ~~2017~~2019 compared to the ~~third~~second quarter of ~~2016, partially offset by a decrease in net revenue margin resulting from increased purchased transportation costs.~~2018.

NAST intermodal net revenues decreased ~~1.4~~33.8 percent to ~~$7.1~~$6.0 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$7.2~~$9.1 million in the ~~third~~second quarter of ~~2016.~~2018. NAST intermodal net revenues ~~and net revenue margin~~ decreased ~~while volume increased in the third quarter of 2017 compared to the third quarter of 2016~~primarily due to ~~lower-margin contractual~~a volume ~~growth, partially offset by~~decrease of 30.5 percent resulting from a ~~decrease~~combination of lane reductions related to precision scheduled railroading and the decline in ~~transactional business.~~

truckload pricing driving an industry volume shift from intermodal to truckload.

NAST operating expenses increased ~~9.5~~3.8 percent in the ~~third~~second quarter of ~~2017~~2019 to ~~$226.0~~$281.7 million compared to ~~$206.3~~$271.5 million in the ~~third~~second quarter of ~~2016.~~2018. This ~~increase~~ was primarily due to ~~increases in~~increased selling, general, and administrative expenses, ~~and an increase~~partially offset by a decrease in personnel expenses. The increase in selling, general, and administrative ~~expenses~~expense is primarily ~~due~~related to ~~an increase~~continued investments in ~~the provision for bad debt~~technology and ~~claims expense.~~higher occupancy costs. The ~~increase~~decrease in personnel expense is primarily related to anreduced performance-based compensation in the second quarter of 2019 compared to the second quarter of 2018 but was partially offset by the impact of a 1.8 percent increase in average headcount in the second quarter of ~~1.9 percent.~~2019. The operating expenses of NAST and all other segments include allocated corporate expenses.

NAST income from operations ~~decreased 11.8~~increased 8.8 percent to ~~$151.4~~$204.7 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$171.7~~$188.2 million in the ~~third~~second quarter of ~~2016. This was~~2018 due primarily ~~due~~ to ~~a decline~~the increase in net revenues ~~caused by an increase in transportation costs.~~discussed above.

Global Forwarding. Global Forwarding ~~total~~ revenues ~~including intersegment revenues, increased 40.2~~decreased 4.1 percent to ~~$560.0~~$592.5 million in the ~~third~~second quarter of ~~2017~~2019 compared to ~~$399.6~~$617.6 million in the ~~third~~second quarter of ~~2016.~~2018 driven by decreased pricing and volume in the air service line and, to a lesser extent, ocean pricing decreases as both service lines are being impacted by tariff activity. Global Forwarding costs of transportation and related services ~~increased 40.5~~decreased 4.9 percent to ~~$430.2~~$450.5 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$306.2~~$473.6 million in the ~~third~~second quarter of ~~2016.~~2018. Global Forwarding net revenues ~~increased 39.1~~decreased 1.5 percent to ~~$129.8~~$141.9 million in the ~~third~~second quarter of ~~2017~~2019 compared to ~~$93.4~~$144.0 million in the ~~third~~second quarter of ~~2016.~~2018 as the pricing and volume declines discussed above more than offset the net revenue growth from Space Cargo. The ~~acquisitions~~acquisition of ~~APC and Milgram accounted for~~Space Cargo contributed approximately 18three percentage points of ~~the~~ net revenue growth in Global ~~Forwarding.~~Forwarding for the second quarter of 2019.

Global Forwarding ocean transportation net revenues ~~increased 44.0~~decreased 1.6 percent to ~~$81.1~~$85.4 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$56.3~~$86.8 million in the ~~third~~second quarter of ~~2016. This was primarily related to volume increases, including those from acquisitions.~~2018 as decreased margins were partially offset by the impact of Space Cargo. Space Cargo contributed two percentage points of net revenue growth in ocean transportation for the second quarter of 2019. Ocean transportation volumes ~~increased approximately 22 percent and customer rates also increased~~experienced a modest increase in the ~~third~~second quarter of ~~2017~~2019 compared to the same period of ~~2016.~~2018.

Global Forwarding air transportation net revenues ~~increased 32.7~~decreased 12.2 percent to ~~$24.0~~$25.2 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$18.1~~$28.7 million in the ~~third~~second quarter of ~~2016. This~~2018, as margin expansion and the addition of Space Cargo adding six percentage points was ~~primarily related to~~more than offset by a 7.5 percent volume ~~increases, including those from acquisitions. Air transportation volumes increased approximately 28 percent and customer rates also increased~~decline in the ~~third~~second quarter of ~~2017~~2019 compared to the same period of ~~2016.~~2018.

Global Forwarding customs net revenues increased ~~41.4~~12.0 percent to ~~$17.4~~$23.3 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$12.3~~$20.8 million in ~~2016. The increase was primarily~~2018 driven by improved pricing due to ~~increased transaction~~mix but were partially offset by reduced volumes ~~primarily related to acquisitions. Customs transaction volumes increased approximately 52 percent~~ in the ~~third~~second quarter of ~~2017~~2019 compared to the same period of ~~2016.~~2018.

Global Forwarding operating expenses increased ~~29.3~~0.9 percent in the ~~third~~second quarter of ~~2017~~2019 to ~~$98.7~~$115.3 million from ~~$76.3~~$114.2 million in the ~~third~~second quarter of ~~2016.~~2018. This increase was due to ~~increases in both personnel and~~increased selling, general, and administrative ~~expenses. The personnel expense increase~~expenses of 12.4 percent, which was driven by anincreased investments in technology. Personnel expenses decreased 5.1 percent driven by reduced performance-based compensation but was partially offset by the impact of a 0.7 percent increase in average headcount ~~increase~~in the second quarter of 20.8 percent. The acquisitions of APC and Milgram added approximately 18 percent to the Global Forwarding average headcount. The selling, general, and administrative expense increase was primarily driven by the acquisition amortization related to APC and Milgram.2019.

Global Forwarding income from operations ~~increased 82.6~~decreased 10.6 percent to ~~$31.1~~$26.6 million in the ~~third~~second quarter of ~~2017~~2019 from ~~$17.0~~$29.8 million in the ~~third~~second quarter of ~~2016.~~2018. This was primarily due to ~~an increase~~the decrease in net ~~revenues.~~revenues discussed above.

~~Robinson Fresh.~~ Robinson Fresh total revenues, including intersegment revenues, increased 5.5 percent to $656.9 million in the third quarter of 2017 from $622.6 million in the third quarter of 2016. Robinson Fresh costs of transportation and related services and purchased products sourced for resale increased 6.6 percent to $602.7 million in the third quarter of 2017 from $565.6 million in the third quarter of 2016. Robinson Fresh net revenues decreased 4.9 percent to $54.3 million in the third quarter of 2017 from $57.0 million in the third quarter of 2016, primarily as a result of declines in transportation net revenues. The hurricanes in both Texas and Florida had a negative impact on Robinson Fresh cases volumes and net revenue in the third quarter. We have service center facilities in both of these locations that were shut down for seven to ten days as a result of the storms.

Robinson Fresh net revenues from sourcing services were flat at $29.8 million in the third quarter of 2017 compared to the third quarter of 2016. A slight increase in net revenue margin was offset by a case volume decrease of one percent compared to the third quarter of 2016.

Robinson Fresh net revenues from transportation services decreased 10.0 percent to $24.5 million in the third quarter of 2017 compared to $27.2 million in the third quarter of 2016, primarily due to a decrease in truckload net revenue. Robinson Freshtransportation net revenue margin decreased in the third quarter of 2017 compared to the third quarter of 2016. Robinson Fresh transportation volumes increased 13 percent in the third quarter of 2017 compared to the third quarter of 2016.

Robinson Fresh operating expenses increased 8.6 percent in the third quarter of 2017 to $42.7 million from $39.3 million in the third quarter of 2016. This was primarily due to an increase in warehousing expenses related to expanding facilities and an increase in average headcount of 1.5 percent.

Robinson Fresh income from operations decreased 34.7 percent to $11.6 million in the third quarter of 2017 from $17.7 million in the third quarter of 2016. This was primarily due to an increase in operating expenses and a decrease in transportation services net revenues.

All Other and Corporate. All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. ~~Managed Services~~Robinson Fresh provides ~~Transportation Management Services, or Managed TMS. Europe Surface Transportation provides~~sourcing services ~~similar to NAST across Europe.~~

~~Managed Services net revenues increased 10.8 percent in~~including the ~~third quarter~~buying, selling, and marketing of 2017 to $18.5 million compared to $16.7 million in the third quarter of 2016. This increase was a result of new business with new and existing customers. Other Surface Transportation net revenues increased 4.2 percent in the third quarter of 2017 to $13.9 million compared to $13.3 million in the third quarter of 2016. This increase is primarily the result of increased volumes, partially offset by margin compression in the surface transportation business in Europe.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Total revenues and direct costs.~~ Our consolidated total revenues increased 12.1 percent in the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. Total transportation revenues increased 14.7 percent to $9.9 billion in the nine months ended September 30, 2017, from $8.6 billion in the nine months ended September 30, 2016. The increase in total transportation revenues was driven by increased pricing and volumes in nearly all of our transportation services. Total purchased transportation and related services increased 17.8 percent in the nine months ended September 30, 2017, to $8.2 billion from $7.0 billion in the nine months ended September 30, 2016. The increase was due to increased volumes in all of our transportation services, and by increased costs of transportation, including fuel. Sourcing revenue decreased 7.2 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Purchased products sourced for resale decreased 7.7 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. These decreases were primarily due to lower pricing and commodity costs.

~~Net revenues.~~ Total transportation net revenues increased 1.3 percent to $1.64 billion in the nine months ended September 30, 2017 from $1.62 billion in the nine months ended September 30, 2016. Our transportation net revenue margin decreased to 16.6 percent in the nine months ended September 30, 2017 from 18.8 percent in the nine months ended September 30, 2016, primarily due to the cost of transportation increasing more than customer pricing, including fuel, in nearly all transportation services. Sourcing net revenues decreased 1.5 percent to $95.3 million in the nine months ended September 30, 2017 from $96.8 million in the nine months ended September 30, 2016. This decrease was primarily the result of lower net revenue per case, as volumes were flat. Our sourcing net revenue margin increased in the nine months ended September 30, 2017 to 9.0 percent from 8.5 percent in the nine months ended September 30, 2016.

~~Operating expenses.~~ Operating expenses increased 9.3 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Operating expenses as a percentage of net revenues increased to 67.5 percent in the nine months ended September 30, 2017, from 62.5 percent in the nine months ended September 30, 2016.

Personnel expenses increased 7.9 percent to $867.9 million in the nine months ended September 30, 2017, from $804.6 million in the nine months ended September 30, 2016. For the nine months ended September 30, 2017, our average headcount increased 8.3 percent compared to the same period ended September 30, 2016, including 650 employees added through acquisitions. The increase in personnel expense was less than the increase in average headcount due to decreased expenses related to variable incentive plans.

Other selling, general, and administrative expenses increased 13.7 percent to $304.0 million in the nine months ended September 30, 2017 from $267.4 million in the nine months ended September 30, 2016. This increase was primarily driven by costs related to the addition of the APC and Milgram businesses, the provision for bad debt, and warehouse costs.

~~Income from operations.~~ Income from operations decreased 12.4 percent to $564.2 million in the nine months ended September 30, 2017, from $644.0 million in the nine months ended September 30, 2016. Income from operations as a percentage of net revenues decreased to 32.5 percent in the nine months ended September 30, 2017, from 37.5 percent in the nine months ended September 30, 2016.

~~Interest~~fresh fruits, vegetables, and other ~~expense.~~ Interest and other expense increased to $29.2 million in the nine months ended September 30, 2017, from $22.5 million in the nine months ended September 30, 2016. The change was due primarily to a higher average debt balance and higher interest rates on our short-term debt during the nine months ended September 30, 2017, compared to the same period ended September 30, 2016.

~~Provision for income taxes.~~ Our effective income tax rate was 34.2 percent for the nine months ended September 30, 2017, and 37.1 percent for the nine months ended September 30, 2016. During the first quarter of 2017, we adopted ASU 2016-09, ~~Compensation - Stock Compensation~~ (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flow. This adoption resulted in a decrease in our provision for income taxes of $11.9 million the nine months ended September 30, 2017. The effective income tax rate for the nine months ended September 30, 2017 was lower than the statutory federal income tax rate due to the adoption of ASU 2016-09.

~~Net income.~~ Net income decreased 9.9 percent to $352.3 million in the nine months ended September 30, 2017, from $391.1 million in the nine months ended September 30, 2016. Basic net income per share decreased 8.4 percent to $2.50 in the nine months ended September 30, 2017 from $2.73 in the nine months ended September 30, 2016. Diluted net income per share decreased 8.8 percent to $2.49 in the nine months ended September 30, 2017 from $2.73 in the nine months ended September 30, 2016.

~~SEGMENT RESULTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~North American Surface Transportation.~~ NAST total revenues, including intersegment revenues, increased 11.6 percent to $7.4 billion during the nine months ended September 30, 2017 from $6.7 billion during the nine months ended September 30, 2016. This increase was driven by volume and pricing increases in all services. NAST cost of transportation and related services increased 14.9 percent to $6.3 billion in the nine months ended September 30, 2017 from $5.5 billion in the nine months ended September 30, 2016. This was driven by increases in volumes and costs of transportation in all services. NAST net revenues decreased 4.4 percent to $1.1 billion in the nine months ended September 30, 2017 from $1.2 billion in the nine months ended September 30, 2016. This decrease was driven primarily by a decline in truckload net revenues.

NAST truckload net revenues decreased 7.4 percent to $784.3 million during the nine months ended September 30, 2017 from $847.2 million in the nine months ended September 30, 2016. NAST truckload volumes increased approximately six percent during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. NAST truckload net revenue margin decreased in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, due to increased transportation costs, excluding the change in fuel costs.

NAST truckload net revenues accounted for approximately 93 percent of our total North American truckload net revenues in the nine months ended September 30, 2017 and 92 percent in the nine months ended September 30, 2016. The majority of the remaining North American truckload net revenues are included in Robinson Fresh. Excluding the estimated impacts of the increase in fuel costs, our average truckload rate per mile charged to our customers increased approximately one percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Our truckload transportation costs increased 3.5 percent, excluding the estimated increase in fuel costs.

NAST LTL net revenues increased 4.6 percent to $288.3 million in the nine months ended September 30, 2017 from $275.5 million in the nine months ended September 30, 2016. This increase was primarily due to a volume increase of approximately seven percent during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, partially offset by a decrease in net revenue margin.

NAST intermodal net revenues decreased 8.8 percent to $22.1 million in the nine months ended September 30, 2017 from $24.2 million in the nine months ended September 30, 2016. Net revenues decreased while volume increased in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 due to lower-margin contractual volume growth, partially offset by a decrease in transactional business.

NAST operating expenses increased 2.8 percent during the nine months ended September 30, 2017 to $662.2 million compared to $644.3 million during the nine months ended September 30, 2016. This increase was driven by increases in other selling, general, and administrative expenses and personnel expenses. The increase in selling, general, and administrative expenses were driven by investments in technology. The increase in personnel expense is related an increase in average headcount of 2.3 percent and an increase in expenses related to variable incentive plans. The operating expenses of NAST and all other segments include allocated corporate expenses.

NAST income from operations decreased 13.4 percent to $447.6 million during the nine months ended September 30, 2017 from $516.8 million in the nine months ended September 30, 2016. This was primarily due to a decline in net revenues caused by the increased cost of transportation services.

~~Global Forwarding.~~ Global Forwarding total revenues, including intersegment revenues, increased 40.2 percent to $1.6 billion in the nine months ended September 30, 2017 compared to $1.1 billion in the nine months ended September 30, 2016. Global Forwarding costs of transportation and related services increased 44.9 percent to $1.2 billion in the nine months ended September 30, 2017 from $838.8 million in the nine months ended September 30, 2016. Global Forwarding net revenues increased 26.1 percent to $357.4 million in the nine months ended September 30, 2017 compared to $283.5 million in the nine months ended September 30, 2016. These increases were primarily driven by our acquisition of APC, and volume growth in our organic operations.

Global Forwarding ocean transportation net revenues increased 24.5 percent to $217.8 million in the nine months ended September 30, 2017 from $174.9 million in the nine months ended September 30, 2016. The increase in net revenues was primarily a result of our acquisition of APC, partially offset by margin compression.

Our air transportation net revenues increased 27.2 percent to $68.9 million in the nine months ended September 30, 2017 from $54.1 million in the nine months ended September 30, 2016. The increase was primarily the result of our acquisition of APC, partially offset by margin compression.

Our customs net revenues increased 43.8 percent to $49.8 million in the nine months ended September 30, 2017 from $34.6 million in 2016. The increase was due to increased transaction volumes, primarily related to the acquisition of APC.

Global Forwarding operating expenses increased 24.3 percent in the nine months ended September 30, 2017 to $282.4 million from $227.2 million in the nine months ended September 30, 2016. This increase was driven by an increase in average headcount of 16.7 percent and the acquisition amortization expense related to the acquisitions of APC.

Global Forwarding income from operations increased 33.2 percent to $75.0 million in the nine months ended September 30, 2017 from $56.3 million in the nine months ended September 30, 2016. This was primarily due to an increase in net revenues, partially offset by an increase in operating expenses.

~~Robinson Fresh.~~ Robinson Fresh total revenues, including intersegment revenues, increased 2.1 percent to $1.94 billion in the nine months ended September 30, 2017 compared to $1.90 billion in the nine months ended September 30, 2016. Robinson Fresh costs of transportation and related services and purchased products sourced for resale increased 3.0 percent to $1.8 billion in the nine months ended September 30, 2017 from $1.7 billion in the nine months ended September 30, 2016. Robinson Fresh net revenues decreased 6.1 percent to $171.9 million in the nine months ended September 30, 2017 from $183.0 million in the nine months ended September 30, 2016. This decrease was the result of declines in transportation and sourcing net revenues.

Robinson Fresh net revenues from sourcing services decreased 1.5 percent to $95.3 million in the nine months ended September 30, 2017 compared to $96.8 million in the nine months ended September 30, 2016. This was primarily the result of lower net revenue per case as case volumes were flat.

Robinson Fresh net revenues from transportation services decreased 11.2 percent to $76.6 million in the nine months ended September 30, 2017 compared to $86.2 million in the nine months ended September 30, 2016, primarily due to decreases in truckload net revenue. Robinson Fresh transportation net revenue margin decreased in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, due primarily to increased transportation costs, including fuel.

Robinson Fresh operating expenses increased 9.3 percent in the nine months ended September 30, 2017 to $131.4 million from $120.3 million in the nine months ended September 30, 2016. This was primarily due to an increase in warehousing expenses related to expanding facilities, claims, and an increase in average headcount, partially offset by a decrease in expenses related to variable incentive compensation plans.

Robinson Fresh income from operations decreased 35.5 percent to $40.5 million in the nine months ended September 30, 2017 from $62.8 million in the nine months ended September 30, 2016. This was primarily due to decreases in transportation and sourcing net revenues, and an increase in operating expenses.

~~All Other and Corporate.~~ ~~All Other and Corporate includes our Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.~~perishable items. Managed Services provides Transportation Management Services, or Managed TMS. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.

Robinson Fresh net revenues decreased 4.3 percent to $31.2 million in the second quarter of 2019 compared to $32.6 million in the second quarter of 2018, driven by strategic decisions to exit unprofitable business.

Managed Services net revenues remained flat at $20.1 million in the second quarter of 2019 consistent with the second quarter of 2018.

Other Surface Transportation net revenues increased 3.3 percent in the second quarter of 2019 to $15.5 million compared to $15.0 million in the second quarter of 2018, primarily driven by the acquisition of Dema Service, which contributed four percentage points of growth.

Consolidated Results of Operations—Six Months Ended June 30, 2019, Compared to Six Months Ended June 30, 2018

Total revenues and direct costs. Our consolidated total revenues decreased 6.6 percent to $7.7 billion in the six months ended June 30, 2019, compared to $8.2 billion in the six months ended June 30, 2018. Total transportation revenues decreased 5.9 percent to $7.1 billion in the six months ended June 30, 2019, from $7.6 billion in the six months ended June 30, 2018. The decrease in total transportation revenues was primarily driven by decreased truckload pricing and, to a lesser extent, lower intermodal volumes and decreased pricing and volumes in the air service line. Total purchased transportation and related services decreased 8.3 percent in the six months ended June 30, 2019 to $5.8 billion from $6.4 billion in the six months ended June 30, 2018. The decrease was primarily due to decreased cost of transportation in most of our transportation services resulting from softening market demand and volume decreases in most transportation service lines. Sourcing revenue decreased 15.4 percent to $516.5 million in the six months ended June 30, 2019, compared to $610.6 million in the six months ended June 30, 2018. Purchased products sourced for resale decreased 16.3 percent to $459.8 million in the six months ended June 30, 2019, compared to $549.2 million in the six months ended June 30, 2018.

Net revenues. Total transportation net revenues increased 6.6 percent to $1.3 billion in the six months ended June 30, 2019 from $1.2 billion in the six months ended June 30, 2018, driven by improved truckload margins and, to a lesser extent, increased LTL volumes and margin expansion. Our transportation net revenue margin increased to 18.4 percent in the six months ended June 30, 2019, from 16.3 percent in the six months ended June 30, 2018, driven by truckload services as we benefited from a shift to contractual volume in a falling cost market. Sourcing net revenues decreased 7.7 percent to $56.7 million in the six months ended June 30, 2019, from $61.4 million in the six months ended June 30, 2018. Our sourcing net revenue margin increased in the six months ended June 30, 2019, to 11.0 percent from 10.1 percent in the six months ended June 30, 2018.

Operating expenses. Operating expenses increased 4.0 percent in the six months ended June 30, 2019, compared to the six months ended June 30, 2018. Operating expenses as a percentage of net revenues decreased to 67.1 percent in the six months ended June 30, 2019 from 68.4 percent in the six months ended June 30, 2018.

Personnel expenses increased 1.5 percent to $679.0 million in the six months ended June 30, 2019, from $668.9 million in the six months ended June 30, 2018, driven by the impact of a 2.5 percent increase in average headcount, partially offset by declines in performance-based compensation.

Other selling, general, and administrative expenses increased 11.5 percent to $242.9 million in the six months ended June 30, 2019, from $217.9 million in the six months ended June 30, 2018. This increase was primarily driven by increased purchased services and occupancy expenses, partially offset by a decline in the provision for bad debt.

Income from operations. Income from operations increased 10.1 percent to $452.1 million in the six months ended June 30, 2019, from $410.6 million in the six months ended June 30, 2018. Income from operations as a percentage of net revenues increased to 32.9 percent in the six months ended June 30, 2019, from 31.6 percent in the six months ended June 30, 2018.

Interest and other expense. Interest and other expense was $23.8 million for the six months ended June 30, 2019, compared to$15.8 million for the six months ended June 30, 2018. The six months ended June 30, 2019, included a $2.2 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses compared to a $7.7 million favorable impact for the six months ended June 30, 2018. Interest expense increased for the six months ended June 30, 2019, due to a higher average interest rate compared to the six months ended June 30, 2018.

Provision for income taxes. Our effective income tax rate was 22.7 percent for the six months ended June 30, 2019, and 23.6 percent for the six months ended June 30, 2018. The effective income tax rate for the six months ended June 30, 2019, was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit, and foreign income taxes, but was partially offset by the tax impact of share-based payment awards, which resulted in a decrease in our provision for income taxes for the six months ended June 30, 2019, and 2018 of $5.4 million and $7.5 million, respectively.

Net income. Net income increased 9.8 percent to $331.0 million in the six months ended June 30, 2019, from $301.5 million in the six months ended June 30, 2018. Basic net income per share increased 11.6 percent to $2.41 in the six months ended June 30, 2019, from $2.16 in the six months ended June 30, 2018. Diluted net income per share increased 11.7 percent to $2.39 in the six months ended June 30, 2019 from $2.14 in the six months ended June 30, 2018.

Segment Results of Operations—Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

North American Surface Transportation. NAST revenues decreased 6.6 percent to $5.7 billion during the six months ended June 30, 2019, from $6.1 billion during the six months ended June 30, 2018. This decrease was driven by decreased truckload pricing and volumes and, to a lesser extent, lower intermodal volumes. NAST cost of transportation and related services decreased 9.2 percent to $4.7 billion in the six months ended June 30, 2019, from $5.2 billion in the six months ended June 30, 2018. The decreased cost of transportation and related services was also driven by truckload and intermodal services. NAST net revenues increased 8.3 percent to $973.0 million in the six months ended June 30, 2019, from $898.1 million in the six months ended June 30, 2018. This increase was driven by an increase in truckload and LTL net revenues as discussed below.

NAST truckload net revenues increased 11.6 percent to $711.9 million during the six months ended June 30, 2019, from $638.0 million in the six months ended June 30, 2018. NAST truckload net revenue margin increased in the six months ended June 30, 2019, compared to the six months ended June 30, 2018. NAST truckload volumes decreased approximately one percent during the six months ended June 30, 2019, compared to the six months ended June 30, 2018.

Excluding the impacts of fuel costs, our average truckload rate per mile charged to our customers decreased approximately 14.0 percent in the six months ended June 30, 2019, compared to the six months ended June 30, 2018. Our truckload transportation costs decreased 16.5 percent, excluding the impact of fuel costs.

NAST LTL net revenues increased 3.2 percent to $236.4 million in the six months ended June 30, 2019, from $229.1 million in the six months ended June 30, 2018. This increase was primarily due to a volume increase of approximately two percent during the six months ended June 30, 2019, compared to the six months ended June 30, 2018, and an increase in net revenue margin.

NAST intermodal net revenues decreased 21.7 percent to $12.0 million in the six months ended June 30, 2019, from $15.3 million in the six months ended June 30, 2018. Intermodal volumes decreased 25.0 percent in the six months ended June 30, 2019, compared to the six months ended June 30, 2018.

NAST operating expenses increased 5.0 percent during the six months ended June 30, 2019, to $557.0 million compared to $530.2 million during the six months ended June 30, 2018. This increase was driven by increases in selling, general, and administrative expenses and, to a lesser extent, personnel expenses. The increase in selling, general, and administrative expenses was driven by an increase in occupancy expenses and continued investment in technology and was partially offset by a decline in the provision for bad debt. The increase in personnel expense is related to the impact of an increase of 1.6 percent in average headcount and was partially offset by declines in performance-based compensation.

NAST income from operations increased 13.1 percent to $416.0 million during the six months ended June 30, 2019, from $367.9 million in the six months ended June 30, 2018. This was primarily due to the increase in truckload and LTL net revenues discussed above.

Global Forwarding. Global Forwarding total revenues decreased 3.5 percent to $1.1 billion in the six months ended June 30, 2019, compared to $1.2 billion in the six months ended June 30, 2018, driven by decreased pricing and volumes in the air service line, and to a lesser extent decreases in ocean pricing. Global Forwarding costs of transportation and related services decreased 4.8 percent to $860.9 million in the six months ended June 30, 2019, from $904.3 million in the six months ended June 30, 2018. Global Forwarding net revenues increased 0.8 percent to $269.2 million in the six months ended June 30, 2019, compared to $267.1 million in the six months ended June 30, 2018. The acquisition of Space Cargo accounted for approximately two percentage points of the net revenue growth in Global Forwarding during the six months ended June 30, 2019.

Global Forwarding ocean transportation net revenues increased 0.9 percent to $156.8 million in the six months ended June 30, 2019, from $155.5 million in the six months ended June 30, 2018, driven by the acquisition of Space Cargo, which contributed approximately two percentage points. Ocean transportation volumes and margins both increased modestly during the six months ended June 30, 2019, compared to the same period of 2018.

Global Forwarding air transportation net revenues decreased 6.2 percent to $51.3 million in the six months ended June 30, 2019, from $54.8 million in the six months ended June 30, 2018, driven by a volume decrease of approximately six percent, which was partially offset by the impact of Space Cargo, which contributed approximately four percentage points.

Global Forwarding customs net revenues increased 9.0 percent to $45.2 million in the six months ended June 30, 2019, from $41.4 million in 2018 driven by improved pricing due to mix. Customs transaction volumes were approximately flat during the six months ended June 30, 2019, compared to the same period of 2018.

Global Forwarding operating expenses decreased modestly by 0.3 percent in the six months ended June 30, 2019, to $228.4 million from $229.1 million in the six months ended June 30, 2018. This decrease was due to a decrease in personnel, partially offset by an increase in selling, general, and administrative expenses. The personnel decrease was driven by the impact of a decrease in average headcount of 0.3 percent, despite the acquisition of Space Cargo adding approximately 3.5 percentage points.

Global Forwarding income from operations increased 7.4 percent to $40.8 million in the six months ended June 30, 2019, from $38.0 million in the six months ended June 30, 2018. This was primarily due to the increase in net revenues and decrease in operating expenses discussed above. In addition, the acquisition of Space Cargo added approximately 3.6 percentage points to the Global Forwarding income from operations.

All Other and Corporate. Robinson Fresh net revenues decreased 4.8 percent to $59.9 million in the six months ended June 30, 2019, compared to $62.9 million in the six months ended June 30, 2018, primarily due to strategic decisions to exit unprofitable business.

Managed Services net revenues increased ~~14.5~~5.3 percent in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, to ~~$53.8~~$40.4 million compared to ~~$47.0~~$38.4 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016. This increase was~~2018, driven by a ~~result~~combination of ~~volume growth from both~~selling additional service lines to existing customers and new ~~and existing customers.~~ customer wins.

Other Surface Transportation increased ~~4.5~~2.0 percent in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, to ~~$43.3~~$31.6 million compared to ~~$41.4~~$31.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily driven by the ~~result~~acquisition of ~~growth in Europe Surface Transportation.~~Dema Service, which contributed two percentage points of growth.

LIQUIDITY AND CAPITAL RESOURCES

We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In ~~2012,~~addition, we ~~entered into a senior unsecured revolving credit facility to partially fund an acquisition. In December 2014, we amended~~maintain the ~~revolving credit facility to increase the amount available from $500 million to $900 million~~following debt facilities as described in Note 4 (dollars in thousands):



Description	Carrying Value as of June 30, 2019		Borrowing Capacity		Maturity
Revolving credit facility	$	—	$	1,000,000	October 2023
Senior Notes, Series A	175,000		175,000		August 2023
Senior Notes, Series B	150,000		150,000		August 2028
Senior Notes, Series C	175,000		175,000		August 2033
Receivables securitization facility ⁽¹⁾	161,823		250,000		December 2020
Senior Notes ⁽¹⁾	592,026		600,000		April 2028
Total debt	$	1,253,849	$	2,350,000

⁽¹⁾Net of unamortized discounts and to extend the expiration date from October 2017 to December 2019, primarily to fund an acquisition. In 2013, we entered into a Note Purchase Agreement to fund the repurchase of $500 million worth of our common stock. The Note Purchase Agreement was amended in February 2015 to conform its financial covenants to be consistent with the amended revolving credit facility. In April 2017, we entered into an U.S. Trade Accounts Receivable Securitization facility to reduce the amount outstanding on our revolving credit facility. issuance costs.

We ~~also~~ expect to use ~~the revolving credit facility, the receivables securitization facility,~~our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, and share repurchases.

Cash and cash equivalents totaled ~~$297.3~~$355.3 million as of ~~September~~June 30, ~~2017,~~2019, and ~~$247.7~~$378.6 million as of December 31, ~~2016.~~2018. Cash and cash equivalents held outside the United States totaled ~~$233.3~~$298.0 million as of ~~September~~June 30, ~~2017,~~2019, and ~~$172.2~~$320.0 million as of December 31, ~~2016.~~2018. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately ~~$29.0~~$16.5 million as of ~~September~~June 30, ~~2017.~~2019. Working capital ~~at September 30, 2017, was $468.5 million and~~decreased from $1.3 billion at December 31, ~~2016, was $162.4 million.~~2018, to $1.2 billion at June 30, 2019.

We prioritize our investments to grow the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.

Cash flow from operating activities. We generated ~~$218.3~~$456.5 million and ~~$376.8~~$308.5 million of cash flow from operations during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016,~~2018, respectively, ~~a decrease~~an increase of ~~$158.5 million compared~~$148.0 million. This increase was primarily driven by improved working capital performance and the impact of decreasing total transportation revenues and purchased transportation on our accounts receivable and accounts payable balances in addition to the nine months ended September 30, 2016. The increase in volumes, customer rates, and costs of transportation, including fuel prices, in the first nine months of 2017 compared to the first nine months of 2016 resulted in increased growth in ~~working capital and led to decreased operating cash flow.~~income from operations.

Cash used for investing activities. We used ~~$94.7~~$89.9 million and ~~$292.0~~$32.9 million of cash during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016~~2018, for investing activities.

We used ~~$46.4~~$44.1 million for the acquisition of Space Cargo and $14.2 million for the acquisition of Dema Service during the six months ended June 30, 2019.

We used $31.6 million and ~~$71.1~~$30.1 million for capital expenditures during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016.~~2018. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, our capital expenditures consisted primarily of investments in ~~facilities, office equipment, and~~ information technology, which are intended to increase employee productivity, automate interactions with our customers and contracted carriers, and improve ~~efficiencies~~our internal workflows to help expand our operating margins and ~~help~~ grow the business.

During the nine months ended September 30, 2017, we used $48.4 million in connection with the acquisitions. We used $46.7 million in connection with the acquisition of Milgram. We used $1.8 million for a post-closing working capital adjustment due to the sellers of APC under the terms of the acquisition agreement.

Cash used for financing activities. We used ~~$91.2~~$390.4 million and ~~$28.2~~$291.1 million of cash flow for financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016.~~2018.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we had net ~~short-term~~ repayments ~~of $21.0 million. During the nine months ended September 30, 2016, we had net~~on short-term borrowings of ~~$275.0~~$5.0 million. ~~The~~There was no balance outstanding ~~balance~~ on the revolving credit facility ~~was $719.0 million~~ as of ~~September~~June 30, ~~2017.~~

2019. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we had net repayments on long-term borrowings of ~~$250.0~~$88.0 million on to reduce the ~~Receivables Securitization Facility. The~~ outstanding balance on the Receivables Securitization Facility was $250.0 million as of September 30, 2017. We were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility as of September 30, 2017.Facility.

We used ~~$192.8~~$139.0 million and ~~$191.1~~$130.6 million to pay cash dividends during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016.~~2018. The increase was primarily due to a $0.04 dividend rate increase in ~~2017~~2019 compared to ~~2016,~~2018, partially offset by a decrease in ~~weighted average~~ shares outstanding during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018.

We used ~~$130.0~~$173.6 million and ~~$109.1~~$119.5 million on share repurchases during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and ~~September~~June 30, ~~2016.~~2018. The change was due to an increase in the number of shares repurchased ~~and~~during the six months ended June 30, 2019, partially offset by a decrease in the average price ~~of the repurchased shares during the nine months ended September 30, 2017,~~paid per share compared to the same period of ~~2016.~~2018. In ~~August 2013,~~May 2018, the Board of Directors increased the number of shares authorized for repurchase by 15,000,000 shares. As of ~~September~~June 30, ~~2017,~~2019, there were ~~2,654,301~~11,624,985 shares remaining for future repurchases under the repurchase authorization. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions.

As of June 30, 2019, we have an asset held for sale on our balance sheet of approximately $11 million related to a property we own in Chicago, Illinois, with an estimated fair value of $17 million. We ~~used $20.7 million and $36.2 million~~anticipate the sale of this property to ~~acquire shares from employees through their withholding taxes resulting from the delivery of restricted equity during the nine months ended September 30, 2017 and September 30, 2016.~~be completed later in 2019.

~~Management~~Assuming no change in our current business plan, management believes that our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends infor at least the ~~foreseeable future.~~next 12 months. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.

Recently Issued Accounting Pronouncements

Refer to Note 1, Basis of Presentation, contained in this quarterly report and in the Company's 2018 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our condensed consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying condensed consolidated financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported relatedRefer to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the Notes to Consolidated Financial Statements in ourCompany's 2018 Annual Report on Form 10-K for ~~the year ended December 31, 2016, includes~~ a ~~summary of the significant~~complete discussion regarding our critical accounting policies and ~~methods used in the preparation~~estimates. As of ~~our consolidated financial statements. The following is a brief discussion of~~June 30, 2019, there were no material changes to our critical accounting policies and estimates.

~~Revenue recognition.~~ Total revenues consist of the total dollar value of goods and services purchased from us by customers. Net revenues are total revenues less the direct costs of transportation, products, and handling. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Most transactions in our Transportation and Sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are the primary obligor, we have credit risk, we have discretion to select the supplier, and we have latitude in pricing decisions. Additionally, in our Sourcing business, we often take loss of inventory risk during shipment and have general inventory risk.

Certain transactions in customs brokerage, transportation management, and sourcing are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.

~~Valuations for accounts receivable.~~ Our allowance for doubtful accounts is calculated based upon the aging of our receivables, our historical experience of uncollectible accounts, and any specific customer collection issues that we have identified. The allowance was $44.4 million as of September 30, 2017 and $39.5 million as of December 31, 2016. We believe that the recorded allowance is sufficient and appropriate based on our customer aging trends, the exposures we have identified, and our historical loss experience.

~~Goodwill.~~ Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed.

Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed using a two-step process. In the first step, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the estimated fair value is less than the carrying amount of the reporting unit, there is an indication that goodwill impairment exists, and a second step must be completed to determine the amount of the goodwill impairment, if any, that should be recorded. In the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.

The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations.

~~Stock-based compensation.~~ The fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 22 percent and are calculated using the Black-Scholes option pricing model. Changes in the measured stock price volatility and interest rates are the primary reason for changes in the discount. For grants of options, we use the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~We had $297.3 million of cash and cash equivalents~~Refer to the Company’s Annual Report on ~~September 30, 2017. Substantially all of~~Form 10-K for the ~~cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.~~

~~We are~~year ended December 31, 2018, for a ~~party to a credit agreement with various lenders consisting of a $900 million revolving loan facility. Interest accrues~~complete discussion on the ~~revolving loan at variable rates based on LIBOR or "prime" plus the applicable add-on percentage as defined therein. At September 30, 2017, there was $719 million outstanding on the revolving loan.~~

We are a party to the Note Purchase Agreement, as amended, with various institutional investors with fixed rates consisting of: (i) $175,000,000 of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023, (ii) $150,000,000 of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028, and (iii) $175,000,000 of the company’s 4.60 percent Senior Notes, Series C, due August 27, 2033. At September 30, 2017, there was $500 million outstanding on the notes.

We are a party to a receivables securitization facility with various lenders and provides funding of up to $250 million. Interest accrues on the facility at variable rates based on the asset-backed commercial paper rate or the 30 day LIBOR plus the applicable add-on percentage as defined therein. At September 30, 2017, there was $250 million outstanding on the securitization facility.

~~A hypothetical 100-basis-point change~~Company’s market risk. There have been no material changes in market risk from those disclosed in the interest rate would not have a material effect on our earnings. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affectCompany’s Form 10-K for the ~~fair value of our investments. Market risk arising from changes in foreign currency exchange rates are not material due to the size of our international operations.~~

year ended December 31, 2018.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

~~Under~~Our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Interim Chief Financial Officer, to allow timely decisions regarding required disclosures. Our management, under the supervision and with the participation of ~~our management, including our~~the Chief Executive ~~Officer~~officer and Interim Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures ~~(as defined in Rule 13a-15(e) under the Securities Exchange Act~~as of ~~1934 (the “Exchange Act”).~~June 30, 2019. Based ~~upon that~~on this evaluation, the Chief Executive Officer and Interim Chief Financial Officer have concluded that ~~as of the end of the period covered by this report,~~ our disclosure controls and procedures were ~~effective.~~effective as of June 30, 2019, at the reasonable assurance level.

(b) Changes in internal controls over financial reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the ~~most recent fiscal quarter~~three months ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, ~~the company's~~our internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations. 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 consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about purchases by the company during the quarter ended ~~September~~June 30, ~~2017,~~2019, of shares of the company's common stock.

Total Number
of Shares
(or Units)
Purchased^(a)

Average Price
Paid Per
Share
(or Unit)

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs ^(b)

Maximum Number of
Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs ^(b)
July 1, 2017-July 31, 2017 306,403
$ 67.48
296,507
3,234,848
August 1, 2017-August 31, 2017 63,559
65.70
60,926
3,173,922
September 1, 2017-September 30, 2017 523,287
73.12
519,621
2,654,301
Third quarter 2017 893,249
$ 70.66
877,054
2,654,301



	Total Number of Shares (or Units) Purchased^(a)	Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs ^(b)	Maximum Number of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs ^(b)
April 2019	338,284	$	88.72	336,054	12,602,992
May 2019	511,806	81.52		508,351	12,094,641
June 2019	471,619	82.19		469,656	11,624,985
Second Quarter 2019	1,321,709	$	83.60	1,314,061	11,624,985

(a) The total number of shares purchased includes: (i) ~~877,054~~1,314,061 shares of common stock purchased under the authorization described below; and (ii) ~~16,195~~7,648 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

(b) In ~~August 2013,~~May 2018, the Board of Directors increased the number of shares authorized for repurchase by 15,000,000 shares. As of ~~September~~June 30, ~~2017,~~2019, there were ~~2,654,301~~11,624,985 shares remaining for future repurchases. Purchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

~~None~~None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~None.

ITEM 6. EXHIBITS

Exhibits filed with, or incorporated by reference into, this report:



10.1	Amended and Restated C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF14A filed on March 29, 2019, on file no. 000-23189)

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

31.2	Certification of the Interim 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 Interim 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~~Company for the period ended ~~September~~June 30, ~~2017,~~2019 formatted in Inline XBRL

104	The cover page from the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2019 formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~November~~August 8, ~~2017.~~2019.



C.H. ROBINSON WORLDWIDE, INC.

By:		/s/ ~~John P. Wiehoff~~Robert C. Biesterfeld, Jr.
		~~John P. Wiehoff~~Robert C. Biesterfeld, Jr.
		Chief Executive Officer


By:		/s/ ~~Andrew C. Clarke~~Scott S. Hagen
		~~Andrew C. Clarke~~Scott S. Hagen
		Interim Chief Financial Officer ~~(principal accounting officer)~~and Corporate Controller



	Nine Months Ended September 30,
(In thousands)	2017			2016
OPERATING ACTIVITIES
Net income	$	352,337		$	391,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69,340			52,716
Provision for doubtful accounts	11,176			2,738
Stock-based compensation	24,509			30,626
Deferred income taxes	(6,779		)	21,832
Excess tax benefit on stock-based compensation	(11,908		)	(17,207		)
Loss on sale/disposal of assets	1,352			566
Changes in operating elements (net of acquisitions):
Receivables	(377,280		)	(137,813		)
Prepaid expenses and other	677			(12,148		)
Other non-current assets	(2,220		)	(2,793		)
Accounts payable and outstanding checks	166,152			93,510
Accrued compensation	(6,102		)	(50,105		)
Accrued income taxes	7,873			14,048
Other accrued liabilities	(10,778		)	(10,223		)
Net cash provided by operating activities	218,349			376,828

INVESTING ACTIVITIES
Purchases of property and equipment	(32,132		)	(56,125		)
Purchases and development of software	(14,286		)	(14,986		)
Acquisitions, net of cash acquired	(48,446		)	(220,203		)
Other	204			(735		)
Net cash used for investing activities	(94,660		)	(292,049		)

FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	23,270			16,003
Stock tendered for payment of withholding taxes	(20,746		)	(36,220		)
Repurchase of common stock	(129,991		)	(109,085		)
Cash dividends	(192,765		)	(191,129		)
Excess tax benefit on stock-based compensation	—			17,207
Proceeds from long-term borrowings	250,000			—
Proceeds from short-term borrowings	6,448,000			4,415,000
Payments on short-term borrowings	(6,469,000		)	(4,140,000		)
Net cash used for financing activities	(91,232		)	(28,224		)

Effect of exchange rates on cash	17,184			(335		)
Net increase in cash and cash equivalents	49,641			56,220
Cash and cash equivalents, beginning of period	247,666			168,229
Cash and cash equivalents, end of period	$	297,307		$	224,449



Noncash transactions from investing and financing activities:
Accrued share repurchases held in other accrued liabilities	$	4,000	$	2,985
Accrued purchases of property and equipment	800		4,332



	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
December 31, 2016 balance	$	907,230	$	159,050	$	139,558	$	26,958	$	1,232,796
Acquisitions	3,673		24,902		—		—		28,575
Translation	10,320		1,970		1,583		306		14,179
September 30, 2017	$	921,223	$	185,922	$	141,141	$	27,264	$	1,275,550



Three Months Ended September 30, 2017
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
45,986	$	2,975	$	525



Cash	$	10,181
Receivables	37,190
Inventory and other current assets	2,609
Property and equipment	1,696
Identifiable intangible assets	78,842
Goodwill	132,797
Other noncurrent assets	70
Long term deferred tax asset	814
Total assets	264,199

Accounts payable	(22,147		)
Accrued expenses	(12,700		)
Estimated net assets acquired	$	229,352