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 30, 2017~~March 31, 2023

¨☐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~~

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)~~

14701 Charlson Road

Eden Prairie, MN 55347

(Address of principal executive offices, 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~~registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý☒ 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). Yes ý☒ 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, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

~~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 6, 2017,~~April 26, 2023, the number of shares outstanding of the registrant’s Common Stock, par value ~~$.10~~$0.10 per share, was ~~139,405,298.~~116,438,842.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

TABLE OF CONTENTS



		PART I. Financial Information


	~~PART I. Financial Information~~

Item 1.	Financial Statements (Unaudited)		3
		Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023, and December 31, ~~2016~~2022		3
		Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2023 and ~~Nine~~2022		4
		Condensed Consolidated Statements of Stockholders' Investment for the Three Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022		45
		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022		56
		Notes to Condensed Consolidated Financial Statements		67
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		1718
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		2927
Item 4.		Controls and Procedures		2927

		PART II. Other Information

Item 1.		Legal Proceedings		3028
Item 1A.		Risk Factors		3028
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		3028
Item 3.		Defaults Up on Senior Securities		3028
Item 4.		Mine Safety Disclosures		3128
Item 5.		Other Information		3128
Item 6.		Exhibits		3129
		Signatures		30

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data) September 30, 2017 December 31, 2016
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 297,307
$ 247,666
Receivables, net of allowance for doubtful accounts of $44,364 and $39,543 2,104,314
1,711,191
Prepaid expenses and other 53,225
49,245
Total current assets 2,454,846
2,008,102

Property and equipment, net 232,905
232,953
Goodwill 1,275,550
1,232,796
Other intangible assets, net 160,595
167,525
Deferred tax asset 5,917
2,250
Other assets 45,775
44,132
Total assets $ 4,175,588
$ 3,687,758

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable $ 1,033,726
$ 839,736
Outstanding checks 70,334
82,052
Accrued expenses:
Compensation 92,005
98,107
Income taxes 11,477
15,472
Other accrued liabilities 59,760
70,351
Current portion of debt 719,000
740,000
Total current liabilities 1,986,302
1,845,718

Long-term debt 750,000
500,000
Noncurrent income taxes payable 17,774
18,849
Deferred tax liabilities 66,396
65,122
Other long-term liabilities 241
222
Total liabilities 2,820,713
2,429,911
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
Additional paid-in capital 427,032
419,280
Retained earnings 3,349,994
3,190,578
Accumulated other comprehensive loss (22,880 ) (61,442 )
Treasury stock at cost (39,132 and 37,748 shares) (2,413,258 ) (2,304,695 )
Total stockholders’ investment 1,354,875
1,257,847
Total liabilities and stockholders’ investment $ 4,175,588
$ 3,687,758
(unaudited, in thousands, except per share data)


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	239,160	$	217,482
Receivables, net of allowance for credit loss of $18,567 and $28,749	2,681,580		2,991,753
Contract assets, net of allowance for credit loss	191,711		257,597
Prepaid expenses and other	122,195		122,406

Total current assets	3,234,646		3,589,238
Property and equipment, net of accumulated depreciation and amortization	160,864		159,432
Goodwill	1,470,686		1,470,813
Other intangible assets, net of accumulated amortization	58,397		64,026
Right-of-use lease assets	357,044		372,141
Deferred tax assets	190,919		181,602
Other assets	123,028		117,312
Total assets	$	5,595,584	$	5,954,564

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,411,371	$	1,466,998
Outstanding checks	71,876		103,561
Accrued expenses:
Compensation	108,069		242,605
Transportation expense	145,210		199,092
Income taxes	9,333		15,210
Other accrued liabilities	176,292		168,009
Current lease liabilities	72,958		73,722
Current portion of debt	952,759		1,053,655
Total current liabilities	2,947,868		3,322,852

Long-term debt	920,272		920,049
Noncurrent lease liabilities	301,168		313,742
Noncurrent income taxes payable	27,009		28,317
Deferred tax liabilities	15,330		14,256
Other long-term liabilities	2,549		1,926
Total liabilities	4,214,196		4,601,142
Stockholders’ investment:
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; 179,204 and 179,204 shares issued, 116,437 and 116,323 outstanding	11,644		11,632
Additional paid-in capital	730,363		743,288
Retained earnings	5,631,750		5,590,440
Accumulated other comprehensive loss	(86,383)		(88,860)
Treasury stock at cost (62,767 and 62,881 shares)	(4,905,986)		(4,903,078)
Total stockholders’ investment	1,381,388		1,353,422
Total liabilities and stockholders’ investment	$	5,595,584	$	5,954,564

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

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,
(In thousands, except per share data) 2017 2016 2017 2016
Revenues:
Transportation $ 3,433,701
$ 2,998,583
$ 9,855,739
$ 8,593,767
Sourcing 350,750
357,171
1,053,855
1,135,671
Total revenues 3,784,451
3,355,754
10,909,594
9,729,438
Costs and expenses:

Purchased transportation and related services 2,869,616
2,469,939
8,214,856
6,974,556
Purchased products sourced for resale 320,989
327,353
958,537
1,038,870
Personnel expenses 293,204
256,883
867,928
804,631
Other selling, general, and administrative expenses 106,177
90,312
304,030
267,415
Total costs and expenses 3,589,986
3,144,487
10,345,351
9,085,472
Income from operations 194,465
211,267
564,243
643,966
Interest and other expense (10,484 ) (7,426 ) (29,154 ) (22,463 )
Income before provision for income taxes 183,981
203,841
535,089
621,503
Provision for income taxes 64,795
74,813
182,752
230,422
Net income 119,186

129,028
352,337
391,081

Other comprehensive gain 14,426
518
38,562
491
Comprehensive income $ 133,612
$ 129,546
$ 390,899
$ 391,572

Basic net income per share $ 0.85
$ 0.90
$ 2.50
$ 2.73
Diluted net income per share $ 0.85
$ 0.90
$ 2.49
$ 2.73

Basic weighted average shares outstanding 140,422
142,611
140,962
143,040
Dilutive effect of outstanding stock awards 600
272
441
205
Diluted weighted average shares outstanding 141,022
142,883
141,403
143,245

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


	Three Months Ended March 31,
		2023		2022
Revenues:
Transportation		$	4,327,965	$	6,528,351
Sourcing		283,705		287,602
Total revenues		4,611,670		6,815,953
Costs and expenses:
Purchased transportation and related services		3,671,031		5,650,224
Purchased products sourced for resale		254,999		259,533
Personnel expenses		383,106		413,361
Other selling, general, and administrative expenses		141,501		147,361
Total costs and expenses		4,450,637		6,470,479
Income from operations		161,033		345,474
Interest and other income/expense, net		(28,265)		(14,174)
Income before provision for income taxes		132,768		331,300
Provision for income taxes		17,877		60,952
Net income		114,891		270,348
Other comprehensive income		2,477		6,870
Comprehensive income		$	117,368	$	277,218

Basic net income per share		$	0.97	$	2.07
Diluted net income per share		$	0.96	$	2.05

Basic weighted average shares outstanding		118,636		130,499
Dilutive effect of outstanding stock awards		1,273		1,656
Diluted weighted average shares outstanding		119,909		132,155

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

Condensed 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 Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2022	116,323	$	11,632	$	743,288	$	5,590,440	$	(88,860)	$	(4,903,078)	$	1,353,422
Net income						114,891						114,891
Foreign currency adjustments								2,477				2,477
Dividends declared, $0.61 per share						(73,581)						(73,581)
Stock issued for employee benefit plans	430	44		(28,532)						28,113		(375)
Stock-based compensation expense	—	—		15,607						—		15,607
Repurchase of common stock	(316)	(32)								(31,021)		(31,053)
Balance March 31, 2023	116,437	$	11,644	$	730,363	$	5,631,750	$	(86,383)	$	(4,905,986)	$	1,381,388


	Common Shares Outstanding	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Investment
Balance December 31, 2021	129,186	$	12,919	$	673,628	$	4,936,861	$	(61,134)	$	(3,540,340)	$	2,021,934
Net income						270,348						270,348
Foreign currency adjustments								6,870				6,870
Dividends declared, $0.55 per share						(72,542)						(72,542)
Stock issued for employee benefit plans	418	42		(17,377)						26,239		8,904
Stock-based compensation expense	—	—		24,606						—		24,606
Repurchase of common stock	(1,593)	(160)								(164,458)		(164,618)
Balance March 31, 2022	128,011	$	12,801	$	680,857	$	5,134,667	$	(54,264)	$	(3,678,559)	$	2,095,502

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

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

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


	Three Months Ended March 31,
	2023		2022
OPERATING ACTIVITIES
Net income	$	114,891	$	270,348
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization	24,380		22,486
Provision for credit losses	(6,637)		1,672
Stock-based compensation	15,607		24,606
Deferred income taxes	(10,272)		(2,916)
Excess tax benefit on stock-based compensation	(7,011)		(4,965)
Other operating activities	942		42
Changes in operating elements, net of acquisitions:
Receivables	326,244		(424,025)
Contract assets	66,124		(51,439)
Prepaid expenses and other	433		(11,924)
Accounts payable and outstanding checks	(90,724)		143,980
Accrued compensation	(134,795)		(79,885)
Accrued transportation expense	(53,882)		42,825
Accrued income taxes	(40)		48,502
Other accrued liabilities	8,169		8,099
Other assets and liabilities	1,115		(1,334)
Net cash provided by (used for) operating activities	254,544		(13,928)

INVESTING ACTIVITIES
Purchases of property and equipment	(11,371)		(10,046)
Purchases and development of software	(15,579)		(16,183)


Proceeds from sale of property and equipment	—		2,250
Net cash used for investing activities	(26,950)		(23,979)

FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	19,673		25,366
Stock tendered for payment of withholding taxes	(20,048)		(16,462)
Repurchase of common stock	(31,182)		(161,279)
Cash dividends	(73,435)		(72,855)
Proceeds from long-term borrowings	—		200,000

Proceeds from short-term borrowings	739,000		1,062,000
Payments on short-term borrowings	(840,000)		(1,015,000)


Net cash (used for) provided by financing activities	(205,992)		21,770

Effect of exchange rates on cash and cash equivalents	76		1,533
Net change in cash and cash equivalents	21,678		(14,604)
Cash and cash equivalents, beginning of period	217,482		257,413
Cash and cash equivalents, end of period	$	239,160	$	242,809

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

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, South America, and ~~South America.~~the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

Our reportable segments are North American Surface Transportation (“NAST”), and Global Forwarding, ~~Robinson Fresh, and~~with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. ~~We group offices primarily by services they provide.~~ For financial information concerning our reportable segments, refer to Note 9.8, Segment Reporting.

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

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

~~Recently Issued Accounting Standards -~~ ~~In May 2014,~~RECENTLY ISSUED ACCOUNTING STANDARDS

For the ~~Financial Accounting Standards Board (“FASB”)~~three months ended March 31, 2023, there were no recently 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 isor newly adopted accounting pronouncements that ~~a company will recognize revenue when it transfers promised goods~~had, 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 changeare expected 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 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which 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 grant date, and 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 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 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~~statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 1 of the ~~fair value~~Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022 includes a summary of the significant accounting policies and methods used in the preparation of our ~~reporting units is substantially in excess of their respective carrying values.~~consolidated financial statements.

~~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.

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, 2022	$	1,188,076	$	206,189	$	76,548	$	1,470,813

Foreign currency translation	(865)		408		330		(127)
Balance, March 31, 2023	$	1,187,211	$	206,597	$	76,878	$	1,470,686

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 part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or dispositionStep One Analysis was not required as of ~~a significant portion~~March 31, 2023.

Table of ~~a reporting unit.~~Contents

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


	March 31, 2023						December 31, 2022
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Finite-lived intangibles
Customer relationships	$	161,844	$	(112,047)	$	49,797	$	162,358	$	(106,932)	$	55,426


Indefinite-lived intangibles
Trademarks	8,600		—		8,600		8,600		—		8,600
Total intangibles	$	170,444	$	(112,047)	$	58,397	$	170,958	$	(106,932)	$	64,026

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 March 31,
		2023		2022
Amortization expense		$	5,815	$	6,034

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~~Finite-lived intangible assets, by reportable segment, as of ~~September 30, 2017,~~March 31, 2023, will be amortized over their remaining lives as follows (in thousands):


	NAST		Global Forwarding		All Other and Corporate		Total
Remainder of 2023	$	6,063	$	7,986	$	823	$	14,872
2024	8,008		3,539		1,097		12,644
2025	7,857		2,322		1,097		11,276
2026	7,857		377		751		8,985
2027	1,310		—		503		1,813
Thereafter	—		—		207		207
Total							$	49,797

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 30, 2017,~~March 31, 2023 and December 31, ~~2016.~~2022. There were no transfers between levels during the period.

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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
	March 31, 2023		December 31, 2022		Maturity	March 31, 2023		December 31, 2022
Revolving credit facility	5.97	%	—	%	November 2027	$	4,000	$	—
364-day revolving credit facility	5.62	%	5.12	%	May 2023	274,000		379,000
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)	5.57	%	5.01	%	November 2023	499,759		499,655
Senior Notes (1)	4.20	%	4.20	%	April 2028	595,272		595,049
Total debt						1,873,031		1,973,704
Less: Current maturities and short-term borrowing						(952,759)		(1,053,655)
Long-term debt						$	920,272	$	920,049

(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY

We have a senior unsecured revolving credit facility (the ~~"Credit Agreement"~~“Credit Agreement”) with a total availability of ~~$900 million which expires in December 2019. As~~$1 billion and a maturity date of September 30, 2017, and December 31, 2016, we had $719 million and $740 million, respectively, in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the condensed consolidated balance sheets. As of September 30, 2017, we had remaining borrowing availability of $181 million. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.

November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month ~~LIBOR~~SOFR plus a specified margin). As of ~~September 30, 2017,~~March 31, 2023, the variable rate equaled ~~LIBOR~~SOFR and a Credit Spread Adjustment of 0.10 percent plus ~~1.13~~1.0 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 0.07 percent ~~and 2.2 percent, respectively. At September 30, 2017, the interest rate incurred on borrowings was approximately 2.4~~to 0.15 percent. The ~~weighted average interest rate incurred on~~recorded amount of borrowings ~~during each~~outstanding, if any, 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~~3.75 to 1.00.

The Credit Agreement also contains customary events of default. If

364-DAY UNSECURED REVOLVING CREDIT FACILITY

On May 6, 2022, we entered into an ~~event~~unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of ~~default~~$500 million and a maturity date of May 5, 2023. Borrowings under the 364-day Credit Agreement ~~occurs and~~generally bear interest at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent. The alternate base rate is ~~continuing, then~~determined by a pricing schedule (which is the ~~administrative agent may declare any outstanding obligations~~highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent). In addition, there is a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to ~~be immediately due and payable. In addition, if we become~~0.175 percent per annum. The recorded amount of borrowings outstanding approximates fair value because of the ~~subject~~short maturity period of ~~voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under~~ the debt.

The 364-day Credit Agreement ~~will automatically become immediately due~~contains various restrictions and ~~payable.~~covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00. The 364-day Credit Agreement also contains customary events of default.

~~Note Purchase Agreement~~

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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 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes,~~(collectively, 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 $476.5 million on March 31, 2023. 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. Series A matures in August 2023 and is classified as current portion of debt in our Condensed Consolidated Balance Sheets as of March 31, 2023.

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~~3.50 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.~~10 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~~ On November 21, 2022, we executed a third amendment to the ~~initial purchasers in a private placement in reliance on Section 4(a)(2)~~Note Purchase Agreement to among other things, facilitate the terms 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.Credit Agreement.

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

On ~~April 26, 2017,~~November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with ~~The~~ Bank of ~~Tokyo-Mitsubishi UFJ, Ltd., New York Branch~~America, N.A. and Wells Fargo Bank, ~~National Association~~N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable ~~and provides funding~~with a total availability of ~~up to $250 million. The borrowings outstanding under the Receivables Securitization Facility were $250~~$500 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.March 31, 2023. The interest rate on borrowings under the Receivables Securitization Facility is based on ~~the asset-backed commercial paper rate~~Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin or 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 expires on November 17, 2023, unless extended by the 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. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on current borrowings on the consolidated statement of cash flows.

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

~~As of September 30, 2017,~~On February 1, 2022, we ~~were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility.~~

~~The recorded amount of borrowings outstanding on~~amended the Receivables Securitization Facility ~~approximates~~primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility.

SENIOR NOTES

On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value ~~because it can~~of the Senior Notes, excluding debt discounts and issuance costs, approximated $578.0 million as of March 31, 2023, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $595.3 million as of March 31, 2023.

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 ~~redeemed~~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.

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The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on ~~short notice~~our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, ~~rate floats, therefore, we consider these borrowings~~if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a ~~Level 2~~number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ~~liability.~~ratios or specified levels of net worth or liquidity to which we must adhere.

In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $9.9 million is currently utilized for standby letters of credit related to insurance collateral as of March 31, 2023. These standby letters of credit are renewed annually and were undrawn as of March 31, 2023.

NOTE 5. INCOME TAXES

~~C.H. Robinson Worldwide, Inc.~~A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows:


	Three Months Ended March 31,
		2023		2022
Federal statutory rate		21.0	%	21.0	%
State income taxes, net of federal benefit		2.3		1.2
Share based payment awards		(5.0)		(1.3)
Foreign tax credits		(0.7)		(0.8)
Other U.S. tax credits and incentives		(3.8)		(1.9)
Foreign		(1.0)		(0.6)
Other		0.7		0.8
Effective income tax rate		13.5	%	18.4	%

In the quarter ended March 31, 2023, management made the determination that it is no longer indefinitely reinvested with regard to the unremitted earnings of any foreign subsidiaries although it remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries. The change results in a one-time increase to tax expense of approximately $2.0 million.

As of March 31, 2023, we have $42.0 million of unrecognized tax benefits and ~~its 80 percent (or more) owned U.S. subsidiaries file~~related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a ~~consolidated federal return. We file unitary or separate state returns based on state filing requirements.~~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 $1.3 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before ~~2010. During the first quarter of 2017, we adopted ASU 2016-09,~~ ~~Compensation - Stock Compensation~~ ~~(Topic 718). This adoption resulted in~~2015. We are currently under a ~~decrease in our provision for income taxes~~limited Internal Revenue Service audit for the ~~three and nine months ended September 30,~~2015 to 2017 tax years, while the 2018 U.S. Federal statute of ~~$1.3 million and $11.9 million, respectively. We have asserted that we will indefinitely reinvest earnings~~limitations is closed.

Table 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 million as of September 30, 2017.Contents

Our effective tax rate for the three months ended September 30, 2017 and 2016 was 35.2 percent and 36.7 percent, respectively, and our effective tax rate for the nine 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 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.

NOTE 6. STOCK AWARD PLANS

Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
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


	Three Months Ended March 31,
		2023		2022
Stock options		$	2,218	$	3,219
Stock awards		12,012		20,063
Company expense on ESPP discount		1,377		1,324
Total stock-based compensation expense		$	15,607	$	24,606

On May ~~12, 2016,~~5, 2022, our shareholders approved ~~an amendment to and restatement of our 2013~~a 2022 Equity Incentive Plan ~~which~~(the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and ~~performance~~ shares, and time-based restricted stock units, to our key employees and ~~outside~~non-employee directors. ~~A maximum of 13,041,803 shares can be granted under this plan. Approximately 4,928,988 shares were available for stock~~Shares subject to awards under the ~~plan as~~Plan or certain of ~~September 30, 2017. Shares subject to awards~~our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the ~~plan.~~Plan. There were 3,227,872 shares available for stock awards under the Plan as of March 31, 2023.

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~~employees that vest primarily based on the company’s earnings growth. 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.

their continued employment. The fair value of these options iswas 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~~were the primary reasons for changes in the ~~discount.~~fair value. These grants are being expensed based on the terms of the awards. As of ~~September 30, 2017,~~March 31, 2023, unrecognized compensation expense related to stock options was ~~$51.0~~$11.2 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~~Stock Awards - We have awarded ~~performance~~performance-based restricted shares, ~~and~~performance-based restricted stock units ~~to certain key employees~~(“PSUs”), and ~~non-employee directors. These~~time-based restricted stock units. Nearly all of our awards ~~are subject to certain vesting requirements over a five-year period, based on the company’s 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 any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 1511 percent to 2224 percent and are calculated using the Black-Scholes option pricing model-protective put method. ~~Changes~~The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

Performance-based Awards

We have awarded performance-based restricted shares through 2020 to certain key employees. These awards vest over a five-year period based on the company’s dilutive earnings per share growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based achieving certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.

Time-based Awards

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

We granted 272,455 PSUs at target and 688,341 time-based restricted stock units in February 2023. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $92.15 and $92.74, respectively, and vest over a three-year period as described above.

We have also awarded ~~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 and is being expensed over the vesting period of the award.

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

As of ~~September 30, 2017,~~March 31, 2023, there was unrecognized compensation expense of ~~$119.3~~$226.3 million related to previously granted ~~full value awards.~~stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based

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on the passage of time, ~~the company’s~~and contingent upon obtaining certain dilutive earnings ~~growth,~~per share, adjusted gross profits, and adjusted operating margin targets, and certain other conditions.

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


Three Months Ended March 31, 2023
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
92,373	$	7,802	$	1,377

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, we acquired the outstanding shares of Milgram & Company Ltd. ("Milgram") for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio. Total purchase consideration, net of cash acquired, was $46.7 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 $ 14,004

The Milgram goodwill is a result of acquiring and retaining the Milgram existing 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 was not available as of September 30, 2017. The goodwill is not deductible for tax purposes. The results of operations of Milgram have been included in our consolidated financial statements since September 1, 2017.

On September 30, 2016, we acquired all of the outstanding stock of APC Logistics ("APC"). Total purchase consideration was $229.4 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

The APC goodwill is a result of acquiring and retaining the APC existing workforce and expected synergies from integrating their business into ours. The goodwill is not deductible for tax purposes. The results of operations of APC have been included in our consolidated financial statements since October 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.

NOTE 9.8. SEGMENT REPORTING

Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. ~~Beginning with the fourth quarter of 2016, based on certain internal reporting changes, we identified three~~We identify two reportable segments in addition to All Other and Corporate as ~~follows:~~summarized below:

•North American Surface ~~Transportation-NAST~~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.~~

less than truckload (“LTL”) transportation services.

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

•All Other and Corporate—All Other and Corporate includes our Robinson Fresh~~-Robinson~~ and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services ~~under the trade name of Robinson Fresh. Our sourcing services primarily include~~including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. ~~Robinson Fresh sources products from around the world~~Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides transportation and ~~has a physical presence in North America, Europe, Asia,~~logistics services including truckload and ~~South America. This segment often provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation~~groupage services ~~for its customers.~~across Europe.

•

~~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. 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 Interim Chief Executive Officer. The accounting policies of our ~~reporting~~reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2016. Segment~~2022. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Reportable segment information ~~for prior years has been retroactively recast to align with current year presentation. Segment information as of, and for the three and nine months ended September 30, 2017 and 2016,~~ is as follows (dollars in thousands):

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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
Three Months Ended March 31, 2023
Total revenues	$	3,304,187	$	789,978	$	517,505	$	4,611,670
Income (loss) from operations	134,022		30,116		(3,105)		161,033
Depreciation and amortization	5,651		5,480		13,249		24,380
Total assets(1)	3,240,898		1,194,575		1,160,111		5,595,584
Average employee headcount	6,870		5,471		4,561		16,902

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

(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.~~

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

~~(1) Intersegment~~NOTE 9. REVENUE FROM CONTRACTS WITH CUSTOMERS

A summary of our total revenues ~~represent~~disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands):


	Three Months Ended March 31, 2023
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services(1)	$	3,304,187	$	789,978	$	233,800	$	4,327,965
Sourcing(2)	—		—		283,705		283,705
Total	$	3,304,187	$	789,978	$	517,505	$	4,611,670

	Three Months Ended March 31, 2022
	NAST		Global Forwarding		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services(1)	$	4,114,889	$	2,194,397	$	219,065	$	6,528,351
Sourcing(2)	—		—		287,602		287,602
Total	$	4,114,889	$	2,194,397	$	506,667	$	6,815,953

(1) Transportation and logistics services performance obligations are completed over time.

(2) Sourcing performance obligations are completed at a point in time.

We typically do not receive consideration and amounts are not due from our customers prior to the ~~sales between~~completion of our ~~segments~~performance obligation and as such contract liabilities, as of March 31, 2023, and revenue recognized in the three months ended March 31, 2023 and 2022 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end and the timing of customer invoicing.

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NOTE 10. LEASES

We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are ~~eliminated to reconcile to our consolidated results.~~not considered leases.

~~(2) All cash and cash equivalents~~Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in ~~All Other~~determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, 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~~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 March 31, 2023.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of March 31, 2023 and December 31, 2022, and for the three months ended March 31, 2023 and 2022, is as follows (dollars in thousands):


	Three Months Ended March 31,
Lease Costs		2023		2022
Operating lease expense		$	24,653	$	21,645
Short-term lease expense		1,414		2,460
Total lease expense		$	26,067	$	24,105


	Three Months Ended March 31,
Other Lease Information	2023		2022
Operating cash flows from operating leases	$	24,815	$	21,381
Right-of-use lease assets obtained in exchange for new lease liabilities	6,739		23,646


Lease Term and Discount Rate	As of March 31, 2023		As of December 31, 2022
Weighted average remaining lease term (in years)	6.3		6.4
Weighted average discount rate	3.5	%	3.5	%

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The maturities of lease liabilities as of March 31, 2023, were as follows (in thousands):


Maturity of Lease Liabilities	Operating Leases
Remaining 2023	$	63,212
2024	80,204
2025	65,986
2026	54,217
2027	43,301
Thereafter	115,175
Total lease payments	422,095
Less: Interest	(47,969)
Present value of lease liabilities	$	374,126

NOTE 11. ALLOWANCE FOR CREDIT LOSSES

Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from ~~APC added~~our customers, and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on ~~September 30, 2016.~~contract assets was not significant as of March 31, 2023.

A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):


Balance, December 31, 2022	$	28,749
Provision	(6,400)
Write-offs	(3,782)
Balance, March 31, 2023	$	18,567

Recoveries of amounts previously written off were not significant for the three months ended March 31, 2023.

NOTE ~~10.~~12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' ~~investment~~Investment on our condensed consolidated balance sheets. The recorded balance ~~at September 30, 2017,~~on March 31, 2023 and December 31, ~~2016,~~2022, was ~~$22.9~~$86.4 million and ~~$61.4~~$88.9 million, respectively. ~~Accumulated other comprehensive loss~~The recorded balance on March 31, 2023 and December 31, 2022 is comprised solely of foreign currency ~~translation~~ adjustments, ~~at September 30, 2017~~including foreign currency translation.

Other comprehensive income was $2.5 million for the three months ended March 31, 2023, primarily driven by fluctuations in the Euro. Other comprehensive income was $6.9 million for the three months ended March 31, 2022, primarily driven by fluctuations in the Australian Dollar and Singapore Dollar.

NOTE 13: RESTRUCTURING

In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. We continued to execute upon these digital transformation and productivity initiatives in 2023, which resulted in further restructuring charges to better align our workforce as a result of these initiatives and in consideration of the changing freight transportation market. We recognized additional restructuring charges of $3.7 million in the first quarter of 2023 primarily related to workforce reductions. We expect to complete our restructuring actions by the end of 2023.

For severance and other operating expenses related to restructuring activities, we paid $15.2 million in cash in the first quarter of 2023 with the majority of the remaining $7.5 million accrued as of March 31, 2023 expected to be paid by the end of 2023.

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A summary of the restructuring charges recognized is presented below (in thousands):


	Three Months Ended March 31,
	2023
Severance(1)	$	3,138
Other personnel expenses(1)	460
Other selling, general, and administrative expenses(2)	124
Total	$	3,722

________________________________

(1) Amounts are included within personnel expenses in our consolidated statements of operations.

(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations.

The following table summarizes restructuring charges by reportable segment for the three months ended March 31, 2023 (dollars in thousands):


	NAST		Global Forwarding		All Other and Corporate		Consolidated
Personnel expenses	$	829	$	1,538	$	1,231	$	3,598
Other selling, general, and administrative expenses	—		124		—		124

The following table summarizes activity related to our restructuring initiatives and reserves included in our consolidated balance sheets as of December 31, ~~2016.~~2022 and March 31, 2023:


	Accrued Severance and Other Personnel Expenses		Accrued Other Selling, General, and Administrative Expenses		Total
Balance, December 31, 2022	$	18,976	$	—	$	18,976
Restructuring charges	3,598		124		3,722
Cash payments	(15,178)		—		(15,178)
Accrual adjustments(1)	5		—		5
Balance, March 31, 2023	$	7,401	$	124	$	7,525

________________________________

(1) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.

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

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

FORWARD-LOOKING INFORMATION

Our ~~quarterly report~~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; fuel price increases or decreases, or fuel shortages; competition and growth rates within the ~~third party~~global logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our ~~customers,~~customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to identify or ~~for other reasons;~~ complete suitable acquisitions;our ability to successfully integrate the operations of acquired companies with our historic operations; risks related to our search for a permanent CEO and retention of key management personnel; climate change related risks; risks associated with our indebtedness; interest rate related risks; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with ~~operations outside~~the potential impact of ~~the U.S.;~~ changes in government regulations;risks associated with the ~~potential impacts of~~ changes ~~in government~~to income tax 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 of unanticipated~~changes due to catastrophic events ~~or opportunities that might require additional capital expenditures or alter the timing of~~including pandemics such ~~expenditures;~~as COVID-19; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, filed with the Securities and Exchange Commission on ~~March 1, 2017.~~February 17, 2023 as well as the updates to these risk factors included in Part II—“Item 1A, Risk Factors,” herein.

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

OVERVIEW

~~Our company.~~C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. We bring together customers, carriers, and suppliers to connect and grow supply chains. We are agrounded in our customer promise to use our technology, which is built by and for supply chain experts and powered by our information advantage, to deliver smarter solutions. These 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~~combined 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~~expertise of our ~~customer~~people, deliver value–from improved cost reductions and ~~their supply chain requirements, we select~~reliability to sustainability and ~~hire the appropriate transportation for each shipment. Our model enables us to be flexible, provide solutions~~ visibility–that ~~optimize service for~~ our customers and ~~minimize our asset utilization risk.~~carriers can rely on.

~~In addition to transportation and logistics services, we also provide sourcing services. Our sourcing business consists~~

Table 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.Contents

Our ~~reportable segments~~adjusted gross profits and adjusted gross profit margin are ~~North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh,~~non-GAAP financial measures. Adjusted gross profits is calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and ~~All Other~~contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits 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. For 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.~~ Weadjusted gross profit margin 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 total revenues represent the total dollar value 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 products we source. Our net revenues are the primary indicatoruseful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider ~~them~~adjusted gross profits to be ~~our~~a primary performance measurement. Accordingly, the discussion of our results of operations ~~below~~often focuses on the changes in our ~~net revenues.~~adjusted gross profits and adjusted gross profit margin. The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):


	Three Months Ended March 31,
		2023			2022
Revenues:
Transportation			$	4,327,965		$	6,528,351
Sourcing			283,705			287,602
Total revenues			4,611,670			6,815,953
Costs and expenses:
Purchased transportation and related services			3,671,031			5,650,224
Purchased products sourced for resale			254,999			259,533
Direct internally developed software amortization			7,317			5,734
Total direct costs			3,933,347			5,915,491
Gross profits / Gross profit margin			678,323		14.7%	900,462		13.2%
Plus: Direct internally developed software amortization			7,317			5,734
Adjusted gross profits / Adjusted gross profit margin			$	685,640	14.9%	$	906,196	13.3%

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


	Three Months Ended March 31,
		2023		2022

Total revenues		$	4,611,670	$	6,815,953
Income from operations		161,033		345,474
Operating margin		3.5%		5.1%

Adjusted gross profits		$	685,640	$	906,196
Income from operations		161,033		345,474
Adjusted operating margin		23.5%		38.1%

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MARKET TRENDS

The balance of supply and demand in the North American surface transportation market continued to shift towards a market with excess carrier capacity in the first quarter of 2023. As shippers continue to manage through elevated inventories amidst slowing economic growth, surface transportation rates have continued to decline. As surface transportation spot rates approach the breakeven cost per mile to operate a truck the market is likely at, or nearing, the bottom of the industry cycle which typically results in capacity exiting the market. Conversely, the first quarter of 2022 exhibited tight carrier capacity for much of the period until the signs of market softening began to appear which have continued into 2023. Industry freight volumes, as ~~possible~~measured by the Cass Freight Index, were approximately flat in the first quarter of 2023 compared to ~~allow us~~the first quarter of 2022. One of the metrics we use to measure market conditions is the truckload routing guide depth from our Managed Services business. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider. The average routing guide depth of tender in the first quarter of 2023 declined to 1.2, which is the lowest level we have seen since the pandemic impacted the second quarter of 2020, compared to 1.7 average routing guide depth in the first quarter of 2022. The average routing guide depth in the first quarter of 2023 represents that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases.

The global forwarding market continues to be ~~flexible~~negatively impacted by elevated inventory levels and the weak consumer demand experienced in the second half of 2022. This has resulted in ocean freight rates and volumes declining even further following the period of significant declines experienced in the second half of 2022. Several consecutive quarters of weak consumer demand has nearly eliminated the challenges from port congestion and transportation equipment shortages that were impacting the global forwarding market in recent years. In an effort to adapt to ~~changing economic~~weak consumer demand, steamship lines continue rationalizing services by reducing capacity where possible with blank sailings and ~~industry conditions. We sell transportation services~~slow steaming. The slowdown of global demand also continues to significantly impact the air freight market. Air freight pricing and ~~produce to our customers with varied pricing arrangements. Some prices are committed to for a period~~volumes have declined significantly driven by shippers maintaining higher inventory levels, declining consumer demand, and the declining price 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 increaseocean freight resulting 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~~less ocean freight converting into air freight. There continues to be ~~variable. Compensation is tied~~more than sufficient air freight capacity to ~~productivity and performance. Each office is responsible for its hiring and headcount decisions, based on~~support the ~~needs~~weak demand which continues to drive rates lower in many trade lanes.

BUSINESS TRENDS

Our first quarter of ~~their office and to balance personnel resources~~2023 surface transportation results were largely consistent 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 importantthe trends discussed in the market trends section. The excess carrier capacity in the market led to significant declines in 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~~rates. This resulted in ~~size from Fortune 100 companies to small family businesses,~~declines in ~~many different industries. Our customer base is very diverse and unconcentrated. In 2016, our top 100 customers represented approximately 30 percent of~~both our total revenues and adjusted gross profits in the first quarter of 2023 compared to the strong results achieved in the first quarter of 2022. The weak consumer demand combined with excess carrier capacity in the first quarter of 2023 resulted in lower adjusted gross profits per transaction, most significantly in our transactional or spot market opportunities. Industry freight volumes as measured by the Cass Freight Index were approximately 26flat in the first quarter of 2023 compared to the first quarter of 2022. Our combined NAST truckload and less than truckload (“LTL”) volume decreased 4.5 percent during the first quarter of 2023. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 28.5 percent during the first quarter of 2023. Our average truckload linehaul rate charged to our ~~net revenues.~~ customers, excluding fuel surcharges, decreased approximately 27.5 percent during the first quarter of 2023.

Our ~~largest customer was approximately two percent~~first quarter of 2023 global forwarding results were largely consistent with the trends discussed in the market trends section. We experienced a significant decline in both total revenues and adjusted gross profits in our ~~total revenues.~~

~~Our contracted carriers.~~ ~~Our contracted carrier base includes motor carriers, railroads (primarily intermodal service providers),~~ocean and air freight businesses compared to the levels achieved in the first quarter of 2022. These declines were driven by the elevated inventory levels and weak consumer demand that have resulted in significant declines in both ocean ~~carriers. In 2016, we worked with approximately 71,000 transportation providers worldwide, up~~and air freight rates and volumes. Our ocean volumes decreased 14.5 percent while our air freight tonnage decreased 18.5 percent.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select first quarter 2023 year-over-year operating comparisons to the first quarter 2022:

•Total revenues decreased 32.3 percent to $4.6 billion, driven primarily by lower ocean and truckload pricing.

•Gross profits decreased 24.7 percent to $678.3 million. Adjusted gross profits decreased 24.3 percent to $685.6 million, primarily driven by lower adjusted gross profits per transaction in ocean and truckload.

•Personnel expenses decreased 7.3 percent to $383.1 million, primarily due to cost optimization efforts, including lower average employee headcount, which decreased 2.1 percent, and lower variable compensation.

•Other selling, general, and administrative (“SG&A”) expenses decreased 4.0 percent to $141.5 million, primarily driven by decreased credit losses.

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•Income from ~~approximately 68,000~~operations decreased 53.4 percent to $161.0 million, driven by decreased adjusted gross profits, partially offset by the decline in ~~2015. Motor carriers that had fewer than 100 tractors transported approximately 81~~operating expenses.

•Adjusted operating margin of 23.5 percent declined 1,460 basis points.

•Interest and other income/expenses, net totaled $28.3 million, consisting primarily of ~~our truckload shipments~~$23.5 million of interest expense, which increased $9.0 million versus last year due primarily to higher variable interest rates, and a $9.6 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses primarily related to foreign currency impacts on intercompany assets and liabilities.

•The effective tax rate in ~~2016. In our transportation business, no single contracted carrier represents more than approximately 1.6~~the quarter was 13.5 percent ~~of our contracted carrier capacity.~~compared to 18.4 percent in the first quarter last year.

•Net income totaled $114.9 million, down 57.5 percent from a year ago.

•Diluted earnings per share (EPS) decreased 53.2 percent to $0.96.

•Cash flow from operations improved $268.5 million in the three months ended March 31, 2023 driven by changes in operating working capital.

CONSOLIDATED RESULTS OF OPERATIONS

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 % change 2017 2016 % change
Transportation $ 3,433,701
$ 2,998,583
14.5 % $ 9,855,739
$ 8,593,767
14.7 %
Sourcing 350,750
357,171
-1.8 % 1,053,855
1,135,671
-7.2 %
Total $ 3,784,451
$ 3,355,754
12.8 % $ 10,909,594
$ 9,729,438
12.1 %

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Transportation 16.4 % 17.6 % 16.6 % 18.8 %
Sourcing 8.5 % 8.3 % 9.0 % 8.5 %
Total 15.7 % 16.6 % 15.9 % 17.6 %

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,
2017 2016 % change 2017 2016 % change
Transportation
Truckload $ 301,025
$ 309,027
-2.6 % $ 887,865
$ 960,451
-7.6 %
LTL⁽¹⁾
101,870
96,447
5.6 % 301,706
287,518
4.9 %
Intermodal 7,478
7,676
-2.6 % 23,278
25,961
-10.3 %
Ocean 81,182
56,506
43.7 % 217,495
175,243
24.1 %
Air 25,529
19,897
28.3 % 73,166
58,424
25.2 %
Customs 17,421
12,320
41.4 % 49,810
34,649
43.8 %
Other Logistics Services 29,580
26,771
10.5 % 87,563
76,965
13.8 %
Total Transportation 564,085
528,644
6.7 % 1,640,883
1,619,211
1.3 %
Sourcing 29,761
29,818
-0.2 % 95,318
96,801
-1.5 %
Total $ 593,846
$ 558,462
6.3 % $ 1,736,201
$ 1,716,012
1.2 %

~~(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,
2017 2016 2017 2016
Net revenues 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Personnel expenses 49.4 % 46.0 % 50.0 % 46.9 %
Other selling, general, and administrative expenses 17.9 % 16.2 % 17.5 % 15.6 %
Total operating expenses 67.3 % 62.2 % 67.5 % 62.5 %
Income from operations 32.7 % 37.8 % 32.5 % 37.5 %
Interest and other expense (1.8 )% (1.3 )% (1.7 )% (1.3 )%
Income before provision for income taxes 31.0 % 36.5 % 30.8 % 36.2 %
Provision for income taxes 10.9 % 13.4 % 10.5 % 13.4 %
Net income 20.1 % 23.1 % 20.3 % 22.8 %

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


	Three Months Ended March 31,
		2023			2022			% change
Revenues:
Transportation		$	4,327,965		$	6,528,351		(33.7)	%
Sourcing		283,705			287,602			(1.4)	%
Total revenues		4,611,670			6,815,953			(32.3)	%
Costs and expenses:
Purchased transportation and related services		3,671,031			5,650,224			(35.0)	%
Purchased products sourced for resale		254,999			259,533			(1.7)	%
Personnel expenses		383,106			413,361			(7.3)	%
Other selling, general, and administrative expenses		141,501			147,361			(4.0)	%
Total costs and expenses		4,450,637			6,470,479			(31.2)	%
Income from operations		161,033			345,474			(53.4)	%
Interest and other income/expense, net		(28,265)			(14,174)			99.4	%
Income before provision for income taxes		132,768			331,300			(59.9)	%
Provision for income taxes		17,877			60,952			(70.7)	%
Net income		$	114,891		$	270,348		(57.5)	%

Diluted net income per share		$	0.96		$	2.05		(53.2)	%

Average employee headcount		16,902			17,258			(2.1)	%

Adjusted gross profit margin percentage(1)
Transportation		15.2		%	13.5		%	170 bps
Sourcing		10.1		%	9.8		%	30 bps
Total adjusted gross profit margin		14.9		%	13.3		%	160 bps

________________________________

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

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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
A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.

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

Consolidated Results of Operations—Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2022

Total revenues and direct costs. ~~Our consolidated total~~ Total transportation revenues ~~increased 12.8 percent~~and direct costs decreased significantly primarily due to lower pricing and purchased transportation costs in ~~the third quarter of 2017~~ocean and truckload services, in addition to volume declines in nearly all service lines compared to the ~~third quarter of 2016. Total transportation revenues increased 14.5 percent~~strong results in the ~~third quarter of 2017~~prior year. The declines in pricing and purchased transportation costs were driven by the slowing global demand and excess carrier capacity discussed in the market trends and business trends sections above. This compared to the ~~third~~historically elevated pricing and volumes in the prior year driven by the continued supply chain disruptions that impacted the global forwarding and surface transportation markets in the first quarter of ~~2016. The increase was~~2022. Our sourcing total revenue and direct costs decreased driven by ~~increased~~declining pricing and cost per case with retail customers, partially offset by increased case volume ~~growth~~with foodservice customers.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased driven by lower ocean and air freight adjusted gross profits in our global forwarding business driven by the slowing global demand discussed in the market trends and business trends sections above. Lower adjusted gross profits per transaction in truckload and LTL services from decreased pricing and lower volume in nearly all ~~of our transportation services. Total purchased transportation and related services increased 16.2 percent in the third quarter of 2017 compared~~service lines also contributed to the ~~third quarter of 2016. The increase was due to~~decline in adjusted gross profits. Sourcing adjusted gross profits increased ~~cost of transportation, including fuel,~~driven by integrated supply chain solutions within the foodservice and ~~volume growth in nearly all of our transportation services. Our sourcing revenue~~retail verticals.

Operating expenses. Personnel expenses decreased 1.8 percent to $350.8 million in the third quarter of 2017 from $357.2 million in the third quarter of 2016. Purchased products sourced for resale decreased 1.9 percent in the third quarter of 2017 to $321.0 million from $327.4 million in the third 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.

~~Net revenues.~~ Total transportation net revenues increased 6.7 percent to $564.1 million in the third quarter of 2017 from $528.6 million in the third quarter of 2016. Our transportation net revenue margin decreased to 16.4 percent in the third quarter of 2017 from 17.6 percent in the third quarter of 2016 primarily due to lower variable compensation reflecting the ~~cost of transportation increasing more than customer pricing, including fuel,~~decline in ~~nearly all transportation services. Sourcing net revenues were flat at $29.8 million in the third quarter of 2017 compared~~results relative to the ~~third quarter of 2016. Our sourcing net revenue margin was 8.5 percent in the third quarter of 2017~~prior year and ~~8.3 percent in the third quarter of 2016.~~

~~Operating expenses.~~ ~~Operating~~lower average employee headcount. SG&A expenses increased 15.0 percent to $399.4 million in the third quarter of 2017 from $347.2 million in the third quarter of 2016. Operating expenses as a percentage of net revenues increased to 67.3 percent in the third quarter of 2017 from 62.2 percent in the third quarter of 2016.

~~For the third quarter, personnel expenses increased 14.1 percent to $293.2 million in 2017 from $256.9 million in 2016. The increase in personnel expense was~~decreased due to ~~an increase of 8.7 percent in average headcount~~lower credit losses and ~~an increase in variable compensation in the third quarter of 2017 compared to the third quarter of 2016.~~lower expenditures for purchased services including temporary labor.

For the third quarter of 2017, other selling, general, and administrative expenses increased 17.6 percent to $106.2 million in 2017 from $90.3 million in the third quarter of 2016. 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 Global Forwarding. Income from operations as a percentage of net revenues decreased to 32.7 percent in the third quarter of 2017 from 37.8 percent in the third quarter of 2016.

Interest and other ~~expense.~~income/expense, net. Interest and other income/expense, ~~was $10.5~~net primarily consisted of interest expense of $23.5 million inand a $9.6 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses primarily related to foreign currency impacts on intercompany assets and liabilities. Interest expense increased $9.0 million during the ~~third~~first quarter of ~~2017 compared to $7.4 million in the third~~2023, driven by higher variable interest rates. The first quarter of ~~2016. The increase was due primarily to~~2022 included a ~~higher average debt balance~~$1.5 million unfavorable impact of foreign currency revaluation and ~~higher interest rates during the quarter ended September 30, 2017, compared to the same period ended September 30, 2016. Increased borrowings were related to the acquisition of Milgram~~realized foreign currency gains and ~~increased working capital needs.~~losses.

Provision for income taxes. Our effective income tax rate was ~~35.2~~13.5 percent for the third quarter of 2017 and 36.7 percent for the third quarter of 2016. During the third quarter of 2017, the provision for income taxes decreased by $2.7 million due to tax credits associated with 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).~~2023 compared to 18.4 percent for the first quarter of 2022. The ~~adoption~~effective income tax rate for the first quarter of ~~ASU 2016-09 prospectively impacts~~2023 was lower than the ~~recording~~statutory federal income tax rate primarily due to the tax benefits of ~~income taxes related to~~ share-based payment awards, ~~in our consolidated financial position~~which reduced the effective tax rate by 5.0 percentage points, and ~~results of operations, as well as~~U.S. tax credits and incentives, which decreased the ~~operating and financing cash flows~~effective income tax rate by 3.8 percentage points. These impacts were partially offset by a higher tax rate on ~~the consolidated statements of cash flow. This adoption resulted in a decrease in our provision for~~state income taxes, net of ~~$1.3 million~~federal benefit, which increased the ~~third~~effective income tax rate by 2.3 percentage points during the first quarter of ~~2017.~~

~~Net income.~~ ~~Net~~2023. The effective income ~~decreased 7.6 percent~~tax rate for the first quarter of 2022 was lower than the statutory federal income tax rate primarily due to ~~$119.2 million~~the tax impact of U.S. tax credits and incentives, which reduced the effective tax rate by 1.9 percentage points, and the tax benefits of share-based payment awards, which reduced the effective tax rate by 1.3 percentage points. These impacts were partially offset by a higher tax rate on state income taxes, net of federal benefit, which increased the effective income tax rate by 1.2 percentage points in the ~~third~~first quarter of ~~2017 from $129.0 million in the third quarter~~2022.

Table of ~~2016. Basic and diluted net income per share decreased 5.6 percent to $0.85 from $0.90 in the third quarter~~Contents

NAST Segment Results of ~~2017 compared to the third quarter of 2016.~~Operations


	Three Months Ended March 31,
(dollars in thousands)		2023		2022		% change
Total revenues		$	3,304,187	$	4,114,889	(19.7)	%
Costs and expenses:
Purchased transportation and related services		2,877,532		3,608,789		(20.3)	%
Personnel expenses		176,012		200,802		(12.3)	%
Other selling, general, and administrative expenses		116,621		122,944		(5.1)	%
Total costs and expenses		3,170,165		3,932,535		(19.4)	%
Income from operations		$	134,022	$	182,354	(26.5)	%

	Three Months Ended March 31,
		2023		2022		% change
Average employee headcount		6,870		7,348		(6.5)	%
Service line volume statistics
Truckload						(3.5)	%
LTL						(5.0)	%

Adjusted gross profits(1)
Truckload		$	261,519	$	334,910	(21.9)	%
LTL		137,078		150,742		(9.1)	%
Other		28,058		20,448		37.2	%
Total adjusted gross profits		$	426,655	$	506,100	(15.7)	%

~~SEGMENT RESULTS OF OPERATIONS~~________________________________

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

Three Months Ended ~~September 30, 2017,~~March 31, 2023 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2022

~~North American Surface Transportation.~~ Total revenues and direct costs.NAST total revenues ~~including intersegment revenues, increased 10.9 percent~~and direct costs decreased primarily due to ~~$2.6 billion~~significantly lower pricing and purchased transportation costs in truckload services, reflecting the excess carrier capacity and slowing economic growth discussed above in the ~~third~~market trends section. These conditions resulted in continued significant declines in surface transportation rates in the current quarter versus the historically elevated levels of truckload pricing in the first quarter of ~~2017 from $2.3 billion~~2022. The elevated pricing and purchased transportation cost environment in the ~~third~~prior year was due to the tight carrier capacity caused by driver availability challenges and the supply chain disruptions facing the industry in the first quarter of ~~2016. This increase was driven by~~2022.

Gross profits and adjusted gross profits. NAST adjusted gross profits decreased due to lower pricing ~~and volume increases~~ in truckload services, resulting in lower adjusted gross profits per shipment most services. NAST cost of transportation and related services increased 13.0 percent to $2.2 billion in the third quarter of 2017 from $2.0 billion in the third quarter of 2016. This increase was 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 anotably on transactional volume. A decline in truckload ~~net revenues, discussed below.~~

~~NAST truckload net revenues decreased 2.1 percent to $266.6 million in the third quarter of 2017 from $272.4 million in the third quarter of 2016. NAST truckload~~ volumes ~~were flat in the third quarter of 2017 compared~~also contributed to the ~~third quarter of 2016.~~decline in 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.~~

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 in fuel costs, ouradjusted gross profits. Our average truckload linehaul rate per mile charged to our customers, ~~increased 6.5~~which excludes fuel surcharges, decreased approximately 27.5 percent in the ~~third~~first quarter of ~~2017~~2023 compared to the ~~third~~first quarter of ~~2016.~~2022. Our truckload ~~transportation costs increased~~linehaul cost per mile, excluding fuel surcharges, decreased approximately 8.5 percent, excluding the estimated increase 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.

28.5 percent. NAST LTL ~~net revenues~~adjusted gross profits decreased due to lower adjusted gross profits per transaction and a decline in LTL volumes. NAST other adjusted gross profits increased ~~4.8 percent~~primarily driven by increased warehousing services.

Operating expenses. NAST personnel expenses decreased primarily due to ~~$97.6 million in the third quarter of 2017 from $93.1 million in the third quarter of 2016. This increase was~~lower variable compensation and lower average employee headcount. NAST SG&A expenses decreased primarily due to a ~~volume increase of 6.5 percent in the third quarter of 2017 compared to the third quarter of 2016, partially offset by a~~ decrease in ~~net revenue margin resulting from increased~~credit losses and lower expenditures for purchased ~~transportation costs.~~

NAST intermodal net revenues decreased 1.4 percent to $7.1 million in the third quarter of 2017 from $7.2 million in the third quarter of 2016. 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 due to lower-margin contractual volume growth, partially offset by a decrease in transactional business.

NAST operating expenses increased 9.5 percent in the third quarter of 2017 to $226.0 million compared to $206.3 million in the third quarter of 2016. This increase was due to increases in selling, general, and administrative expenses and an increase in personnel expenses. The increase in selling, general, and administrative expenses is primarily due to an increase in the provision for bad debt and claims expense. The increase in personnel expense is related to an increase in average headcount of 1.9 percent.services including temporary labor. The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses, and are allocated based upon relevant segment operating metrics.

~~NAST income from operations decreased 11.8 percent~~

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Global Forwarding Segment Results of Operations


	Three Months Ended March 31,
(dollars in thousands)		2023		2022		% change
Total revenues		$	789,978	$	2,194,397	(64.0)	%
Costs and expenses:
Purchased transportation and related services		612,059		1,872,549		(67.3)	%
Personnel expenses		92,263		101,276		(8.9)	%
Other selling, general, and administrative expenses		55,540		52,934		4.9	%
Total costs and expenses		759,862		2,026,759		(62.5)	%
Income from operations		$	30,116	$	167,638	(82.0)	%

	Three Months Ended March 31,
		2023		2022		% change
Average employee headcount		5,471		5,610		(2.5)	%
Service line volume statistics
Ocean						(14.5)	%
Air						(18.5)	%
Customs						(14.0)	%

Adjusted gross profits(1)
Ocean		$	110,121	$	221,401	(50.3)	%
Air		30,902		60,567		(49.0)	%
Customs		23,334		27,495		(15.1)	%
Other		13,562		12,385		9.5	%
Total adjusted gross profits		$	177,919	$	321,848	(44.7)	%

________________________________

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

Three Months Ended March 31, 2023 Compared to ~~$151.4 million in~~ the ~~third quarter of 2017 from $171.7 million in the third quarter of 2016. This was primarily due to a decline in net~~Three Months Ended March 31, 2022

Total revenues ~~caused by an increase in transportation~~and direct costs.

~~Global Forwarding.~~Global Forwarding total revenues ~~including intersegment revenues, increased 40.2 percent to $560.0 million~~and direct costs decreased driven by weak consumer demand resulting in significant declines in both ocean and air freight rates and volumes discussed in the ~~third quarter of 2017 compared to $399.6 million~~market and business trends sections above. The prior year included strong ocean freight volumes and air freight tonnage and was significantly impacted by supply chain disruptions caused by port congestion and transportation equipment shortages that resulted in ~~the third quarter of 2016. Global Forwarding costs of~~elevated pricing and direct costs.

Gross profits and adjusted gross profits. Ocean and air freight transportation and related services increased 40.5 percent to $430.2 million in the third quarter of 2017 from $306.2 million in the third quarter of 2016. Global Forwarding net revenues increased 39.1 percent to $129.8 million in the third quarter of 2017 compared to $93.4 million in the third quarter of 2016. The acquisitions of APC and Milgram accounted for approximately 18 percentage points of the net revenue growth in Global Forwarding.

Global Forwarding ocean transportation net revenues increased 44.0 percent to $81.1 million in the third quarter of 2017 from $56.3 million in the third quarter of 2016. This was primarily related to volume increases, including those from acquisitions. Ocean transportation volumes increased approximately 22 percent and customer rates also increased in the third quarter of 2017 compared to the same period of 2016.

Global Forwarding air transportation net revenues increased 32.7 percent to $24.0 million in the third quarter of 2017 from $18.1 million in the third quarter of 2016. This was primarily related to volume increases, including those from acquisitions. Air transportation volumes increased approximately 28 percent and customer rates also increased in the third quarter of 2017 compared to the same period of 2016.

~~Global Forwarding customs net revenues increased 41.4 percent to $17.4 million in the third quarter of 2017 from $12.3 million in 2016. The increase was primarily~~adjusted gross profits decreased due to ~~increased~~lower adjusted gross profits per transaction ~~volumes, primarily related to acquisitions. Customs transaction volumes increased approximately 52 percent~~ in ~~the third quarter of 2017 compared to the same period of 2016.~~

Global Forwarding operating expenses increased 29.3 percent in the third quarter of 2017 to $98.7 million from $76.3 million in the third quarter of 2016. This increase was due to increases in both personnel and selling, general, and administrative expenses. The personnel expense increase was driven by an average headcount increase 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.

Global Forwarding income from operations increased 82.6 percent to $31.1 million in the third quarter of 2017 from $17.0 million in the third quarter of 2016. This was primarily due to an increase in net revenues.

~~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~~addition to a decrease in ~~truckload net revenue. Robinson Freshtransportation net revenue margin~~volume for both services. Customs adjusted gross profits decreased driven by a decrease 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.~~transaction volume.

~~Robinson Fresh operating~~Operating expenses. Personnel 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~~decreased 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 expenseslower variable compensation and a decrease in ~~transportation services net revenues.~~average employee headcount. SG&A expenses increased due to increased investments in technology, partially offset by lower credit losses.

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All Other and ~~Corporate.~~ Corporate Segment Results of Operations

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.


	Three Months Ended March 31,
(dollars in thousands)		2023		2022		% change
Total revenues		$	517,505	$	506,667	2.1	%
Income (loss) from operations		(3,105)		(4,518)		(31.3)	%

Adjusted gross profits(1)
Robinson Fresh		31,145		30,505		2.1	%
Managed Services		28,970		28,082		3.2	%
Other Surface Transportation		20,951		19,661		6.6	%
Total adjusted gross profits		$	81,066	$	78,248	3.6	%

________________________________

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

Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

Total revenues and direct costs. Total revenues and direct costs increased driven by higher truckload volume in Europe within our Other Surface Transportation business.

Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by integrated supply chain solutions for foodservice and retail customers. Managed Services ~~provides Transportation Management Services, or Managed TMS. Europe Surface Transportation provides services similar~~adjusted gross profits increased due to ~~NAST across Europe.~~

~~Managed Services net revenues increased 10.8 percent in the third quarter of 2017 to $18.5 million compared to $16.7 million in the third quarter of 2016. This increase was a result of~~growth with existing and new ~~business with new and existing~~ customers. Other Surface Transportation ~~net revenues~~adjusted gross profits 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.higher Europe truckload adjusted gross profits.

~~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 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. 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.

Managed Services net revenues increased 14.5 percent in the nine months ended September 30, 2017 to $53.8 million compared to $47.0 million in the nine months ended September 30, 2016. This increase was a result of volume growth from both new and existing customers. Other Surface Transportation increased 4.5 percent in the nine months ended September 30, 2017 to $43.3 million compared to $41.4 million in the nine months ended September 30, 2016, primarily the result of growth in Europe Surface Transportation.

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, Financing Arrangements (in thousands):


Description	Carrying Value as of March 31, 2023		Borrowing Capacity		Maturity
Revolving credit facility	$	4,000	$	1,000,000	November 2027
364-day revolving credit facility	274,000		500,000		May 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)	499,759		500,000		November 2023
Senior Notes (1)	595,272		600,000		April 2028
Total debt	$	1,873,031	$	3,100,000

(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~~$239.2 million as of ~~September 30, 2017,~~March 31, 2023 and ~~$247.7~~$217.5 million as of December 31, ~~2016.~~2022. Cash and cash equivalents held outside the United States totaled ~~$233.3~~$223.2 million as of ~~September 30, 2017,~~March 31, 2023 and ~~$172.2~~$204.7 million as of December 31, 2016. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $29.0 million as of September 30, 2017. Working capital at September 30, 2017, was $468.5 million and at December 31, 2016, was $162.4 million.2022.

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.

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The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):


	Three Months Ended March 31,
	2023		2022		% change
Sources (uses) of cash:
Cash provided by (used for) operating activities	$	254,544	$	(13,928)	N/M

Capital expenditures	(26,950)		(26,229)

Sale of property and equipment	—		2,250
Cash used for investing activities	(26,950)		(23,979)		12.4	%

Repurchase of common stock	(31,182)		(161,279)
Cash dividends	(73,435)		(72,855)
Net (payments) borrowings on debt	(101,000)		247,000
Other financing activities	(375)		8,904
Cash (used for) provided by financing activities	(205,992)		21,770		N/M
Effect of exchange rates on cash and cash equivalents	76		1,533
Net change in cash and cash equivalents	$	21,678	$	(14,604)

Cash flow from operating activities. We generated $218.3 million and $376.8 million of cash flow from operations during the nine months ended September 30, 2017 and September 30, 2016, respectively, a decrease of $158.5 million compared to the nine months ended September 30, 2016. The increase in volumes, customer rates, and costs of transportation, including fuel prices, Cash provided by (used for) operating activities improved in the first ~~nine months~~quarter of ~~2017~~2023 compared to the first ~~nine months~~quarter of ~~2016~~2022 due to a decrease in net operating working capital driven by declining freight rates, most notably in our ocean and truckload services as discussed in the market and business trends sections. This impact was partially offset by a decline in net income in the first quarter of 2023. The prior year was impacted by increasing net operating working capital due to increasing pricing and volumes in nearly all services, most notably in global forwarding, which resulted in ~~increased growth~~a net use of cash for operating activities in ~~working capital~~the first quarter of 2022. We continue to closely monitor credit and ~~led~~collections activities and the quality of our accounts receivable balance to ~~decreased operating cash flow.~~minimize risk as well as work with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.

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

~~We used $46.4 million and $71.1 million for capital expenditures during the nine months ended September 30, 2017 and September 30, 2016. During the nine months ended September 30, 2017, our capital~~ Capital expenditures consisted primarily of investments in ~~facilities, office equipment, and information technology,~~software, which are intended to develop and deliver scalable solutions by transforming our processes, accelerate the pace of development and prioritizing data integrity, improve ~~efficiencies~~our customer and carrier experience, and increase efficiency to help expand our adjusted operating margins and 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 Net payments on debt in the first quarter of 2023 were to reduce the current portion of our debt outstanding. Net borrowings in the first quarter of 2022 were primarily to fund share repurchases and working capital needs. The decrease in cash used ~~$91.2 million and $28.2 million of cash flow~~ for ~~financing activities during the nine months ended September 30, 2017 and September 30, 2016.~~

During the nine months ended September 30, 2017, we had net short-term repayments of $21.0 million. During the nine months ended September 30, 2016, we had net short-term borrowings of $275.0 million. The outstanding balance on the revolving credit facility was $719.0 million as of September 30, 2017.

During the nine months ended September 30, 2017, we had long-term borrowings of $250.0 million on 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.

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

~~We used $130.0 million and $109.1 million on share repurchases during the nine months ended September 30, 2017 and September 30, 2016. The change was due to an increase~~ in the number of shares repurchased ~~and the average price of the repurchased shares~~ during the ~~nine months ended September 30, 2017, compared to the same period~~first quarter of 2016. In August 2013, the Board of Directors increased the number of shares authorized for repurchase by 15,000,000 shares. As of September 30, 2017, there were 2,654,301 shares remaining for future repurchases under the repurchase authorization.2023. 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. Our 364-day revolving credit facility, Senior Notes, Series A, and Receivables Securitization Facility all have maturity dates in 2023. To the extent we reduce our outstanding debt on these facilities or our other debt facilities, it may reduce the number of shares we repurchase in 2023. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions or otherwise.

We used $20.7 million and $36.2 million 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.

~~Management believes~~believe that, assuming no change in our current business plan, 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 next 12 months and the foreseeable future. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.

As of March 31, 2023, we were in compliance with all of the covenants under our debt agreements.

Recently Issued Accounting Pronouncements

Refer to Note 1, Basis of Presentation, contained in this Quarterly Report and in the company's 2022 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.

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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 2022 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~~March 31, 2023, 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 2022 Annual Report on ~~September 30, 2017. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.~~

~~We are~~Form 10-K for a ~~party to a credit agreement with various lenders consisting of a $900 million revolving loan facility. Interest accrues~~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,~~company’s market risk. As of March 31, 2023, 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~~were no material changes in market risk from those disclosed in 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 outstanding2022 Annual Report on ~~the notes.~~Form 10-K.

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 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 affect 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.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

~~Under~~We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the ~~supervision~~Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and ~~with~~reported within the ~~participation of~~time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Our management, including our Interim Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act~~Act) as of ~~1934 (the “Exchange Act”).~~March 31, 2023. Based upon that evaluation, ~~the~~our Interim Chief Executive Officer and Chief Financial Officer concluded that ~~as of the end of the period covered by this report,~~ our disclosure controls and procedures were ~~effective.~~effective at the reasonable assurance level as of March 31, 2023.

(b) Changes in internal ~~controls~~control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the ~~most recent fiscal quarter~~three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, ~~the company's~~our internal control over financial reporting.

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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.~~operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our 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,~~Quarterly Report, you should carefully consider the factors ~~discussed~~disclosed in Part I, ~~"Item~~Item 1A. Risk ~~Factors"~~Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, 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. As of March 31, 2023, there were no material changes to the risk factors set forth in the company’s 2022 Annual Report on Form 10-K.

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

The following table provides information about company purchases ~~by the company~~of common stock during the quarter ended ~~September 30, 2017, of shares of the company's common stock.~~March 31, 2023:


	Total Number of Shares (or Units) Purchased (1)	Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs (2)
January 1, 2023 - January 31, 2023	119,613	$	94.06	111,497	7,297,701
February 1, 2023 - February 28, 2023	261,636	104.01		89,750	7,207,951
March 1, 2023 - March 31, 2023	127,628	99.02		115,250	7,092,701
First Quarter 2023	508,877	$	100.42	316,497	7,092,701

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

~~(a)~~(1) The total number of shares purchased based on trade date includes: (i) ~~877,054~~316,497 shares of common stock purchased under the authorization described below; and (ii) ~~16,195~~192,380 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

~~(b)~~(2) In ~~August 2013,~~December 2021, the Board of Directors increased the number of shares authorized for repurchase by ~~15,000,000~~20,000,000 shares. As of ~~September 30, 2017,~~March 31, 2023, there were ~~2,654,301~~7,092,701 shares remaining for future repurchases. ~~Purchases~~Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.

ITEM 3. DEFAULTS ONUPON SENIOR SECURITIES

~~None~~None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~None.

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ITEM 6. EXHIBITS

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

Quarterly Report:



~~31.1~~
10.1			Form of 2023 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the company’s Form 8-K filed on January 3, 2023)

10.2			Form of 2023 Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the company’s Form 8-K filed on January 3, 2023)

10.3+			Cooperation Agreement, dated January 6, 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific Point Wealth Advisors, LLC and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 to the company’s Form 8-K filed on January 6, 2023)

10.4*+			Form of 2023 Performance Stock Unit Award Agreement

10.5*			F orm of 2023 Restricted Stock Unit Award Agreement

10.6*			F orm of 2023 Non-Employee Director Restricted Stock Unit Award Agreement

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

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

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

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

101			Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended ~~September 30, 2017,~~March 31, 2023 formatted in Inline XBRL (embedded within the Inline XBRL document)

104			The cover page from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2023 formatted in Inline XBRL (embedded within the Inline XBRL document)


*			Filed herewith
+			Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company agrees to furnish supplementary a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.

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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 8, 2017.~~April 28, 2023.


C.H. ROBINSON WORLDWIDE, INC.

~~C.H. ROBINSON WORLDWIDE, INC.~~By:		/s/ Scott P. Anderson
		Scott P. Anderson
~~By:~~		~~/s/ John P. Wiehoff~~
	~~John P. Wiehoff~~
	Interim Chief Executive Officer


By:		/s/ ~~Andrew C. Clarke~~Michael P. Zechmeister
		~~Andrew C. Clarke~~Michael P. Zechmeister
		Chief Financial Officer ~~(principal accounting officer)~~



(In thousands, except per share data)	September 30, 2017			December 31, 2016
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	297,307		$	247,666
Receivables, net of allowance for doubtful accounts of $44,364 and $39,543	2,104,314			1,711,191
Prepaid expenses and other	53,225			49,245
Total current assets	2,454,846			2,008,102

Property and equipment, net	232,905			232,953
Goodwill	1,275,550			1,232,796
Other intangible assets, net	160,595			167,525
Deferred tax asset	5,917			2,250
Other assets	45,775			44,132
Total assets	$	4,175,588		$	3,687,758

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,033,726		$	839,736
Outstanding checks	70,334			82,052
Accrued expenses:
Compensation	92,005			98,107
Income taxes	11,477			15,472
Other accrued liabilities	59,760			70,351
Current portion of debt	719,000			740,000
Total current liabilities	1,986,302			1,845,718

Long-term debt	750,000			500,000
Noncurrent income taxes payable	17,774			18,849
Deferred tax liabilities	66,396			65,122
Other long-term liabilities	241			222
Total liabilities	2,820,713			2,429,911
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
Additional paid-in capital	427,032			419,280
Retained earnings	3,349,994			3,190,578
Accumulated other comprehensive loss	(22,880		)	(61,442		)
Treasury stock at cost (39,132 and 37,748 shares)	(2,413,258		)	(2,304,695		)
Total stockholders’ investment	1,354,875			1,257,847
Total liabilities and stockholders’ investment	$	4,175,588		$	3,687,758



	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except per share data)	2017			2016			2017			2016
Revenues:
Transportation	$	3,433,701		$	2,998,583		$	9,855,739		$	8,593,767
Sourcing	350,750			357,171			1,053,855			1,135,671
Total revenues	3,784,451			3,355,754			10,909,594			9,729,438
Costs and expenses:
Purchased transportation and related services	2,869,616			2,469,939			8,214,856			6,974,556
Purchased products sourced for resale	320,989			327,353			958,537			1,038,870
Personnel expenses	293,204			256,883			867,928			804,631
Other selling, general, and administrative expenses	106,177			90,312			304,030			267,415
Total costs and expenses	3,589,986			3,144,487			10,345,351			9,085,472
Income from operations	194,465			211,267			564,243			643,966
Interest and other expense	(10,484		)	(7,426		)	(29,154		)	(22,463		)
Income before provision for income taxes	183,981			203,841			535,089			621,503
Provision for income taxes	64,795			74,813			182,752			230,422
Net income	119,186			129,028			352,337			391,081

Other comprehensive gain	14,426			518			38,562			491
Comprehensive income	$	133,612		$	129,546		$	390,899		$	391,572

Basic net income per share	$	0.85		$	0.90		$	2.50		$	2.73
Diluted net income per share	$	0.85		$	0.90		$	2.49		$	2.73

Basic weighted average shares outstanding	140,422			142,611			140,962			143,040
Dilutive effect of outstanding stock awards	600			272			441			205
Diluted weighted average shares outstanding	141,022			142,883			141,403			143,245

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



	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



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