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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, 2017March 31, 2024
¨☐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

CHR_Logomark_299CP_CMYK (003).jpg

C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware41-1883630
Delaware41-1883630
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
14701 Charlson Road, Eden Prairie, Minnesota55347-5088
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueCHRWNasdaq Global Select Market
Indicate by check mark whether the registrantregistrant: (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☒ýAccelerated filer☐¨Emerging growth companyEmerging 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,May 1, 2024, the number of shares outstanding of the registrant’s Common Stock, par value $.10$0.10 per share, was 139,405,298.117,094,728.



Table of Contents

C.H. ROBINSON WORLDWIDE, INC.
TABLE OF CONTENTS
PART I. Financial Information
Item 1.
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4
5
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67
Item 2.
1719
Item 3.
2928
Item 4.
2928
PART II. Other Information
Item 1.
3029
Item 1A.
3029
Item 2.
3029
Item 3.
3029
Item 4.
3129
Item 5.
3129
Item 6.
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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 $39,5432,104,314
 1,711,191
Prepaid expenses and other53,225
 49,245
Total current assets2,454,846
 2,008,102
    
Property and equipment, net232,905
 232,953
Goodwill1,275,550
 1,232,796
Other intangible assets, net160,595
 167,525
Deferred tax asset5,917
 2,250
Other assets45,775
 44,132
Total assets$4,175,588
 $3,687,758
    
LIABILITIES AND STOCKHOLDERS’ INVESTMENT   
Current liabilities:   
Accounts payable$1,033,726
 $839,736
Outstanding checks70,334
 82,052
Accrued expenses:   
Compensation92,005
 98,107
Income taxes11,477
 15,472
Other accrued liabilities59,760
 70,351
Current portion of debt719,000
 740,000
Total current liabilities1,986,302
 1,845,718
    
Long-term debt750,000
 500,000
Noncurrent income taxes payable17,774
 18,849
Deferred tax liabilities66,396
 65,122
Other long-term liabilities241
 222
Total liabilities2,820,713
 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 outstanding13,987
 14,126
Additional paid-in capital427,032
 419,280
Retained earnings3,349,994
 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’ investment1,354,875
 1,257,847
Total liabilities and stockholders’ investment$4,175,588
 $3,687,758
(unaudited, in thousands, except per share data)
 March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$121,838 $145,524 
Receivables, net of allowance for credit loss of $16,351 and $14,2292,592,576 2,381,963 
Contract assets, net of allowance for credit loss235,326 189,900 
Prepaid expenses and other174,441 163,307 
Total current assets3,124,181 2,880,694 
Property and equipment, net of accumulated depreciation and amortization143,497 144,718 
Goodwill1,467,018 1,473,600 
Other intangible assets, net of accumulated amortization40,127 43,662 
Right-of-use lease assets366,604 353,890 
Deferred tax assets219,443 214,619 
Other assets111,218 114,097 
Total assets$5,472,088 $5,225,280 
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable$1,390,019 $1,303,951 
Outstanding checks63,650 66,383 
Accrued expenses:
Compensation110,899 135,104 
Transportation expense186,027 147,921 
Income taxes6,246 4,748 
Other accrued liabilities162,627 159,435 
Current lease liabilities74,818 74,451 
Current portion of debt280,000 160,000 
Total current liabilities2,274,286 2,051,993 
Long-term debt1,420,776 1,420,487 
Noncurrent lease liabilities310,285 297,563 
Noncurrent income taxes payable21,798 21,289 
Deferred tax liabilities12,090 13,177 
Other long-term liabilities2,859 2,074 
Total liabilities4,042,094 3,806,583 
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; 179,199 and 179,204 shares issued, 117,000 and 116,768 outstanding11,700 11,677 
Additional paid-in capital746,998 754,093 
Retained earnings5,639,629 5,620,790 
Accumulated other comprehensive loss(100,436)(80,946)
Treasury stock at cost (62,199 and 62,436 shares)(4,867,897)(4,886,917)
Total stockholders’ investment1,429,994 1,418,697 
Total liabilities and stockholders’ investment$5,472,088 $5,225,280 
See accompanying notes to the condensed consolidated financial statements.

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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
Sourcing350,750
 357,171
 1,053,855
 1,135,671
Total revenues3,784,451
 3,355,754
 10,909,594
 9,729,438
Costs and expenses:  
    
Purchased transportation and related services2,869,616
 2,469,939
 8,214,856
 6,974,556
Purchased products sourced for resale320,989
 327,353
 958,537
 1,038,870
Personnel expenses293,204
 256,883
 867,928
 804,631
Other selling, general, and administrative expenses106,177
 90,312
 304,030
 267,415
Total costs and expenses3,589,986
 3,144,487
 10,345,351
 9,085,472
Income from operations194,465
 211,267
 564,243
 643,966
Interest and other expense(10,484) (7,426) (29,154) (22,463)
Income before provision for income taxes183,981
 203,841
 535,089
 621,503
Provision for income taxes64,795
 74,813
 182,752
 230,422
Net income119,186

129,028
 352,337
 391,081
        
Other comprehensive gain14,426
 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 outstanding140,422
 142,611
 140,962
 143,040
Dilutive effect of outstanding stock awards600
 272
 441
 205
Diluted weighted average shares outstanding141,022
 142,883
 141,403
 143,245
        
Cash dividends declared per share$0.45
 $0.43
 $1.35
 $1.29
 Three Months Ended March 31,
 20242023
Revenues:
Transportation$4,082,588 $4,327,965 
Sourcing329,723 283,705 
Total revenues4,412,311 4,611,670 
Costs and expenses:
Purchased transportation and related services3,454,996 3,671,031 
Purchased products sourced for resale299,586 254,999 
Personnel expenses379,087 383,106 
Other selling, general, and administrative expenses151,509 141,501 
Total costs and expenses4,285,178 4,450,637 
Income from operations127,133 161,033 
Interest and other income/expense, net(16,780)(28,265)
Income before provision for income taxes110,353 132,768 
Provision for income taxes17,449 17,877 
Net income92,904 114,891 
Other comprehensive (loss) income(19,490)2,477 
Comprehensive income$73,414 $117,368 
Basic net income per share$0.78 $0.97 
Diluted net income per share$0.78 $0.96 
Basic weighted average shares outstanding119,344 118,636 
Dilutive effect of outstanding stock awards260 1,273 
Diluted weighted average shares outstanding119,604 119,909 
See accompanying notes to the condensed consolidated financial statements.





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C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment
(unaudited, in thousands, except per share data)

Common
Shares
Outstanding		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Stockholders’
Investment
Balance December 31, 2023116,768 $11,677 $754,093 $5,620,790 $(80,946)$(4,886,917)$1,418,697 
Net income92,904 92,904 
Foreign currency adjustments(19,490)(19,490)
Dividends declared, $0.61 per share(74,065)(74,065)
Stock issued for employee benefit plans232 23 (29,768)19,020 (10,725)
Stock-based compensation expense— — 22,673 — 22,673 
Balance March 31, 2024117,000 $11,700 $746,998 $5,639,629 $(100,436)$(4,867,897)$1,429,994 
Common
Shares
Outstanding		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Stockholders’
Investment
Balance December 31, 2022116,323 $11,632 $743,288 $5,590,440 $(88,860)$(4,903,078)$1,353,422 
Net income114,891 114,891 
Foreign currency adjustments2,477 2,477 
Dividends declared, $0.61 per share(73,581)(73,581)
Stock issued for employee benefit plans430 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, 2023116,437 $11,644 $730,363 $5,631,750 $(86,383)$(4,905,986)$1,381,388 
See accompanying notes to the condensed consolidated financial statements.
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C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)(unaudited, in thousands)
 Three Months Ended March 31,
202420231
OPERATING ACTIVITIES
Net income$92,904 $114,891 
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization23,878 24,380 
Provision for credit losses2,813 (6,637)
Stock-based compensation22,673 15,607 
Deferred income taxes(6,805)(10,272)
Excess tax benefit on stock-based compensation(1,570)(7,011)
Other operating activities5,596 942 
Changes in operating elements:
Receivables(225,402)326,244 
Contract assets(45,574)66,124 
Prepaid expenses and other(11,409)433 
Right of use asset(13,933)13,841 
Accounts payable and outstanding checks84,966 (90,724)
Accrued compensation(23,407)(134,795)
Accrued transportation expense38,106 (53,882)
Accrued income taxes3,619 (40)
Other accrued liabilities5,446 8,169 
Lease liability14,347 (14,003)
Other assets and liabilities429 1,277 
Net cash (used for) provided by operating activities(33,323)254,544 
INVESTING ACTIVITIES
Purchases of property and equipment(8,620)(11,371)
Purchases and development of software(13,854)(15,579)
Net cash used for investing activities(22,474)(26,950)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans5,405 19,673 
Stock tendered for payment of withholding taxes(16,130)(20,048)
Repurchase of common stock— (31,182)
Cash dividends(74,580)(73,435)
Proceeds from short-term borrowings912,000 739,000 
Payments on short-term borrowings(792,000)(840,000)
Net cash provided by (used for) financing activities34,695 (205,992)
Effect of exchange rates on cash and cash equivalents(2,584)76 
Net change in cash and cash equivalents(23,686)21,678 
Cash and cash equivalents, beginning of period145,524 217,482 
Cash and cash equivalents, end of period$121,838 $239,160 
 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 amortization69,340
 52,716
Provision for doubtful accounts11,176
 2,738
Stock-based compensation24,509
 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 assets1,352
 566
Changes in operating elements (net of acquisitions):   
Receivables(377,280) (137,813)
Prepaid expenses and other677
 (12,148)
Other non-current assets(2,220) (2,793)
Accounts payable and outstanding checks166,152
 93,510
Accrued compensation(6,102) (50,105)
Accrued income taxes7,873
 14,048
Other accrued liabilities(10,778) (10,223)
Net cash provided by operating activities218,349
 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)
Other204
 (735)
Net cash used for investing activities(94,660) (292,049)
    
FINANCING ACTIVITIES   
Proceeds from stock issued for employee benefit plans23,270
 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 borrowings250,000
 —
Proceeds from short-term borrowings6,448,000
 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 cash17,184
 (335)
Net increase in cash and cash equivalents49,641
 56,220
Cash and cash equivalents, beginning of period247,666
 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 equipment800
 4,332

See accompanying notes to the condensed consolidated financial statements.

1The three months ended March 31, 2023 have been adjusted to conform to current year presentation.
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C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERALBASIS 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, andwith 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, 2016.2023.
Recently Issued Accounting Standards - RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2014,November 2023, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting StandardsStandard Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14,2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailedexpands reportable segment disclosure requirements, primarily through enhanced 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. Dueabout significant segment expenses regularly provided to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. We are in the final stages of implementing the necessary system, process, and internal control changes that will allow us to quantify the impact. The new standard will expand our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing business that will change from a principal to an agent relationship under the new standard. This will cause the revenue associated with these contracts to be recognized at the net amount we charge our customers.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 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.chief operating decision maker. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This updatein this ASU is effective for annual and interim periodsall public entities for fiscal years beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach.2023, and interim periods within fiscal years beginning after December 15, 2024. 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 stillpermitted. The Company is currently evaluating the impact ASU 2016-02effects adoption of this guidance 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.statements.


In March 2016,December 2023, the FASB issued ASU 2016-09, Compensation - Stock Compensation2023-09, Income Taxes (Topic 718)740): Improvements to Income Tax Disclosures. 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 amendmentsguidance in this update cover such areas asASU expands the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy electiondisclosure requirements for forfeitures, the amount an employer can withhold to cover income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and still qualify for equity classification, and the classificationdisaggregation of thoseincome taxes paid on the statement of cash flows. This updateby jurisdiction. The guidance in this ASU is effective for annual and interim periodsall public entities for fiscal years 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, 2019.2024. 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 expectpermitted. The Company is currently evaluating the effects adoption of this guidance towill have any impact on our consolidated financial statements asstatements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the fair valueNotes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, 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):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2023$1,188,813 $207,599 $77,188 $1,473,600 
Foreign currency translation(4,261)(1,681)(640)(6,582)
Balance, March 31, 2024$1,184,552 $205,918 $76,548 $1,467,018 
 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
Acquisitions3,673
 24,902
 —
 —
 28,575
Translation10,320
 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 wouldasset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not reducethat the fair value of aour reporting unit below itsunits is less than their respective carrying value. Thesevalue (“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 2023 annual impairment test, we
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determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired. No changes in circumstances or events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or dispositionfirst quarter of a significant portion2024 indicated that an interim impairment test was required as of a reporting unit.March 31, 2024.

Identifiable intangible assets consisted of the following (in thousands):
March 31, 2024December 31, 2023
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$92,663 $(61,136)$31,527 $93,499 $(58,437)$35,062 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$101,263 $(61,136)$40,127 $102,099 $(58,437)$43,662 
 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 agreements500
 (362) 138
 500
 (287) 213
Total finite-lived intangibles263,034
 (112,914) 150,120
 244,536
 (87,486) 157,050
            
Indefinite-lived intangibles           
Trademarks10,475
 —
 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,
20242023
Amortization expense$3,313 $5,815 
 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-livedFinite-lived intangible assets, by reportable segment, as of September 30, 2017,March 31, 2024, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remainder of 2024$5,987 $2,498 $814 $9,299 
20257,857 2,297 1,086 11,240 
20267,857 374 743 8,974 
20271,310 — 497 1,807 
2028— — 207 207 
Total$31,527 
 NAST Global Forwarding Robinson Fresh All Other and Corporate Total
Remainder of 2017$1,955
 $7,267
 $—
 $168
 $9,390
20187,820
 29,217
 —
 —
 37,037
20197,820
 29,217
 —
 —
 37,037
2020260
 26,513
 —
 —
 26,773
2021260
 12,992
 —
 —
 13,252
Thereafter706
 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, 2024, and December 31, 2016.2023. There were no transfers between levels during the period.



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NOTE 4. FINANCING ARRANGEMENTS
Senior Unsecured Revolving Credit FacilityThe components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
March 31, 2024December 31, 2023MaturityMarch 31, 2024December 31, 2023
Revolving credit facility6.43 %6.45 %November 2027$280,000 $160,000 
364-day revolving credit facility— %— %May 2023— — 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables Securitization Facility (1)
6.23 %6.25 %November 2025499,604 499,542 
Senior Notes (1)
4.20 %4.20 %April 2028596,172 595,945 
Total debt1,700,776 1,580,487 
Less: Current maturities and short-term borrowing(280,000)(160,000)
Long-term debt$1,420,776 $1,420,487 

(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$1 billion, which expires in December 2019. Asmay be reduced by standby letters of September 30, 2017, and December 31, 2016, we had $719 million and $740 million, respectively, in borrowings outstanding under thecredit. The Credit Agreement which is classified ashas a current liability on the condensed consolidated balance sheets. Asmaturity date 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 LIBORSOFR plus a specified margin). As of September 30, 2017,March 31, 2024, the variable rate equaled LIBORSOFR and a credit spread adjustment of 0.10 percent plus 1.131.0 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 2.4facility ranging from 0.07 percent and 2.2 percent, respectively. At September 30, 2017, the interest rate incurred on borrowings was approximately 2.4to 0.15 percent. The weighted average interest rate incurred onrecorded amount of borrowings during eachoutstanding, 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 ourcovenants 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 3.003.75 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 eventunsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of default$500 million and a maturity date of May 5, 2023. The interest rate on borrowings under the 364-day Credit Agreement occurs and is continuing, thenwas based on an alternate base rate plus a margin or a term SOFR-based rate plus a margin. There was also a commitment fee on the administrative agent may declare any outstanding obligationsaggregate unused commitments under the Credit Agreement to be immediately duefacility. The facility expired on May 5, 2023, and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.it was not renewed.
Note Purchase AgreementNOTE 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) $175,000,000an 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 saleThe fair value of the Notes approximated $300.2 million on March 31, 2024. 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 a Level 2 financial liability. Senior Notes Series A matured in August 2023.
The Note Purchase Agreement contains customary provisions for transactions of this type, including representationsvarious restrictions and warranties regarding the company and its subsidiaries and various covenants, including covenants that require us to maintain specifiedcertain financial ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit ourratios, including a maximum leverage ratio determined as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness3.50 to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00 to 1.00; we will not permit the1.00, 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, asa 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
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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 SecuritizationTRADE 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 BranchAmerica, N.A. and Wells Fargo Bank, National AssociationN.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable and provides fundingwith 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, 2024. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rateSOFR plus a margin or 30 day LIBORcredit spread adjustment of 0.10 percent 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. There0.80 percent. In addition, there is a commitment fee weon the average daily undrawn stated amount under the facility of 0.20 percent.
The recorded amount of borrowings outstanding under 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, if any, are required to payincluded within proceeds on any unused portioncurrent borrowings on the consolidated statement of the facility.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 onamended the Receivables Securitization Facility approximatesprimarily 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. On November 7, 2023, we amended the Receivables Securitization Facility to extend the termination date of the facility to November 7, 2025. The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.
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 canof the Senior Notes, excluding debt discounts and issuance costs, approximated $583.2 million as of March 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.2 million as of March 31, 2024.
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 redeemedrequired to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on short noticeour 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 borrowingsif any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a Level 2number 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.
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In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $15.0 million is utilized for standby letters of credit related to insurance collateral as of March 31, 2024. These standby letters of credit are renewed annually and were undrawn as of March 31, 2024.
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 below. The three months ended March 31, 2023 have been adjusted to conform to the current year presentation.
Three Months Ended March 31,
20242023
Federal statutory rate21.0 %21.0 %
State income taxes, net of federal benefit2.8 2.3 
Share based payment awards(1.1)(5.6)
Foreign tax credits(1.7)(0.7)
Other U.S. tax credits and incentives(7.8)(3.8)
Foreign0.5 (1.0)
Section 162(m) limitation on compensation1.2 1.1 
Other0.9 0.2 
Effective income tax rate15.8 %13.5 %
In 2021, the Organization for Economic Cooperation and its 80 percent (or more) owned U.S. subsidiaries fileDevelopment (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a consolidated federal return.minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We file unitaryare continuing to evaluate the impact of enacted legislation and pending legislation to enact Pillar Two Model Rules in the tax jurisdictions we operate in.
As of March 31, 2024, we have $20.6 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations, new information, or separate state returns based on state filing requirements.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 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. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $29.0 million as of September 30, 2017.2019.
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 awards5,427
 3,747
 17,149
 22,768
Company expense on ESPP discount525
 491
 2,019
 2,040
Total stock-based compensation expense$7,667
 $4,841
 $24,509
 $30,626
Three Months Ended March 31,
20242023
Stock options$1,082 $2,218 
Stock awards20,519 12,012 
Company expense on ESPP discount1,072 1,377 
Total stock-based compensation expense$22,673 $15,607 
On May 12, 2016,5, 2022, our shareholders approved an amendment to and restatement of our 2013a 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 outsidenon-employee directors. A maximum of 13,041,803 shares can be granted under this plan. Approximately 4,928,988 shares were available for stockShares subject to awards under the plan asPlan or certain of September 30, 2017. Shares subject to awardsour 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 2,686,067 shares available for stock awards under the Plan as of March 31, 2024.
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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 periodemployees 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 arewere 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, 2024, unrecognized compensation expense related to stock options was $51.0$3.3 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 ValueStock Awards - We have awarded performanceperformance-based restricted shares, andperformance-based restricted stock units to certain key employees(“PSUs”), and non-employee directors. Thesetime-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 2223 percent and are calculated using the Black-Scholes option pricing model-protective put method. ChangesThe 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
Beginning in 2021, we have awarded PSUs on an annual basis to certain key employees. These PSUs vest over a three-year period based on the achievement of 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 time-based awards on an annual basis which vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment.
We granted 318,801 PSUs at target and 604,468 time-based restricted stock units in February 2024 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $73.66 and provide for two-years of post-termination vesting upon a qualified retirement.
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 grantsawards have been expensed duringon the year they were earned.date of grant.
As of September 30, 2017,March 31, 2024, there was unrecognized compensation expense of $119.3$233.8 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 on the passage of time the company’s earnings growth, and contingent upon obtaining certain other conditions.targets mentioned above over their respective performance period.

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. PurchaseThe 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, 2024
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
93,835 $6,072 $1,072 

12
Three Months Ended September 30, 2017
Shares purchased
by employees
 
Aggregate cost
to employees
 
Expense recognized
by the company
45,986
 $2,975
 $525

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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 relationships7 $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
Receivables37,190
Inventory and other current assets2,609
Property and equipment1,696
Identifiable intangible assets78,842
Goodwill132,797
Other noncurrent assets70
Long term deferred tax asset814
Total assets264,199
  
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 relationships7 $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 threeWe identify two reportable segments in addition to All Other and Corporate as follows:summarized below:
•North American Surface Transportation-NASTTransportation—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-GlobalForwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Europe, Australia, New Zealand, andOceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, airfreightair 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 includeincluding the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the worldManaged 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 transportationLTL 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 Chief Executive Officer. The accounting policies of our reportingreportable 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. Segment2023. 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.
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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):

NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2024
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Income (loss) from operations108,895 31,552 (13,314)127,133 
Depreciation and amortization5,350 2,844 15,684 23,878 
Total assets(1)
3,065,996 1,257,675 1,148,417 5,472,088 
Average employee headcount6,004 4,876 4,110 14,990 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended March 31, 2023
Total revenues$3,304,187 $789,978 $517,505 $4,611,670 
Income (loss) from operations134,022 30,116 (3,105)161,033 
Depreciation and amortization5,651 5,480 13,249 24,380 
Total assets(1)
3,240,898 1,194,575 1,160,111 5,595,584 
Average employee headcount6,870 5,471 4,561 16,902 

 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 Operations151,392
 31,125
 11,586
 362
 —
 194,465
Depreciation and amortization5,808
 8,455
 1,190
 8,510
 —
 23,963
Total assets(2)
2,297,980
 840,762
 413,520
 623,326
 —
 4,175,588
Average headcount6,998
 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 Operations171,733
 17,047
 17,733
 4,754
 —
 211,267
Depreciation and amortization5,547
 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
(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 Operations447,553
 75,006
 40,487
 1,197
 —
 564,243
Depreciation and amortization17,104
 24,574
 3,534
 24,128
 —
 69,340
Total assets(2)
2,297,980
 840,762
 413,520
 623,326
 —
 4,175,588
Average headcount6,921
 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 Operations516,805
 56,300
 62,777
 8,084
 —
 643,966
Depreciation and amortization16,551
 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) IntersegmentNOTE 9. REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues representdisaggregated 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, 2024
NASTGlobal ForwardingAll Other and CorporateTotal
Major Service Lines
Transportation and logistics services(1)
$3,000,313 $858,637 $223,638 $4,082,588 
Sourcing(2)
— — 329,723 329,723 
Total revenues$3,000,313 $858,637 $553,361 $4,412,311 
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateTotal
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 revenues$3,304,187 $789,978 $517,505 $4,611,670 

(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 betweencompletion of our segmentsperformance obligation and as such contract liabilities, as of March 31, 2024, and revenue recognized in the three months ended March 31, 2024, and 2023 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.
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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, and trailers. 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 twelve 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 equivalentsOur operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on 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 Otherdetermining 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 doesOur lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include employees from APC addedthe 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 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, 2024.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information are presented below (dollars in thousands):
Three Months Ended March 31,
Lease Costs20242023
Operating lease expense$25,637 $24,653 
Short-term lease expense1,162 1,414 
Total lease expense$26,799 $26,067 
Three Months Ended March 31,
Other Lease Information20242023
Operating cash flows from operating leases$25,223 $24,815 
Right-of-use lease assets obtained in exchange for new lease liabilities36,810 6,739 
Lease Term and Discount RateAs of March 31, 2024As of December 31, 2023
Weighted average remaining lease term (in years)5.85.9
Weighted average discount rate4.0 %3.9 %
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The maturities of lease liabilities as of March 31, 2024, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
Remaining 2024$66,869 
202587,850 
202674,356 
202758,237 
202843,249 
Thereafter102,221 
Total lease payments432,782 
Less: Interest(47,679)
Present value of lease liabilities$385,103 
NOTE 11. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience 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, 2024.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below (in thousands):
Balance, December 31, 2023$14,229 
Provision2,664 
Write-offs(542)
Balance, March 31, 2024$16,351 
Recoveries of amounts previously written off were not significant for the three months ended March 31, 2024.
NOTE 10.12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' investmentInvestment on our condensed consolidated balance sheets. The recorded balance at September 30, 2017,on March 31, 2024 and December 31, 2016,2023 was $22.9$100.4 million and $61.4$80.9 million, respectively. Accumulated other comprehensive lossThe recorded balance on March 31, 2024 and December 31, 2023 is comprised solely of foreign currency translation adjustments, at September 30, 2017including foreign currency translation.
Other comprehensive loss was $19.5 million for the three months ended March 31, 2024, primarily driven by fluctuations in the Singapore Dollar, Euro, and Australian Dollar. Other comprehensive income was $2.5 million for the three months ended March 31, 2023, primarily driven by fluctuations in the Euro.
NOTE 13: RESTRUCTURING
2024 Restructuring Program: The Company began a restructuring program (the “2024 Restructuring Program”) during the three months ended March 31, 2024 to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program will be executed in phases, focusing on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go to market strategy of our divisions.
The major initiatives of the first phase, which commenced in the three months ended March 31, 2024, include: 1) optimizing our management hierarchy, which includes a reduction in workforce; and 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects. We have realigned our product and technology teams on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, carriers, and employees.
The primary initiatives of the second phase will commence in the second quarter of 2024. These initiatives include the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. The second phase may also include other initiatives yet to be identified that will drive our enterprise
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strategy and improve our cost structure. We expect all activities under the 2024 Restructuring program to be completed by the end of 2024.
We recognized restructuring charges of $12.9 million in the first quarter of 2024 primarily related to workforce reductions and the impairment of certain capitalized internally developed software projects. Based upon the initiatives identified to date, we anticipate recognizing a total of approximately $25 million of restructuring charges related to the 2024 Restructuring Program in 2024. The amount of restructuring charges we recognize, and the timing of recognition, will depend upon the nature and scope of initiatives we identify and our ability to enact changes to our real estate footprint under existing operating leases.
A summary of charges related to our 2024 Restructuring Program recognized in the three months ended March 31, 2024 are presented below (in thousands):
Three Months Ended March 31,
2024
Severance(1)
$7,414 
Other personnel expenses(1)
528 
Other selling, general, and administrative expenses(2)
4,969 
Total$12,911 
________________________________ 
(1) Amounts are included within personnel expenses in our condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income. Amounts recognized in the three months ended March 31, 2024 primarily relate to the impairment of certain capitalized internally developed software projects.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2024
NASTGlobal ForwardingAll Other and CorporateConsolidated
Personnel expenses$3,027 $3,191 $1,724 $7,942 
Other selling, general, and administrative expenses1,877 232 2,860 4,969 
The following table summarizes activity related to our 2024 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel ExpensesAccrued Other Selling, General, and Administrative ExpensesTotal
Balance, December 31, 2023$— $— $— 
  Restructuring charges7,942 4,969 12,911 
  Cash payments(2,446)(46)(2,492)
  Settled non-cash— (4,923)(4,923)
Balance, March 31, 2024$5,496 $— $5,496 

2022 Restructuring Program: In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. The initiatives under our 2022 Restructuring Program were completed in 2023. We had $3.8 million of accrued severance and other personnel expenses remaining as of as December 31, 2016.2023. We paid $2.3 million of cash in the first quarter of 2024. There is no further activity expected related to the 2022 Restructuring Program other than settling the remaining $1.3 million of accrued severance and other personnel expenses as of March 31, 2024.

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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 condensed consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges by reportable segment (in thousands):
Three Months Ended March 31, 2023
NASTGlobal ForwardingAll Other and CorporateConsolidated
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 2022 restructuring program and reserves included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses
Balance, December 31, 2023$3,783 
  Restructuring charges— 
  Cash payments(2,323)
  Accrual adjustments(1)
(111)
Balance, March 31, 2024$1,349 
________________________________ 
(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 theThe 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 reportQuarterly 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,represent our expectations, beliefs, intentions, or strategies concerning future events. These forward-looking 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,are subject to certain risks and the outcome or effects of litigation. Risksuncertainties that could cause actual results to differ materially from our currenthistorical experience or our present expectations, includeincluding, but not limited to, factors such as 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 partyglobal logistics industry;industry that could adversely impact our profitability; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes inrisks associated with the loss of significant customers; risks associated with reliance on technology to operate our customer base duebusiness; cyber-security related risks; our ability to possible consolidation among our customers, or for other reasons;staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with operations outsidethe potential impact of the U.S.;changes in government regulations including environmental-related regulations; risks associated with the potential impacts of changes in governmentto 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 in political and governmental conditions; changes to our capital structure; riskchanges due to catastrophic events; risks associated with the usage of unanticipated events or opportunities that might require additional capital expenditures or alter the timing of such expenditures;artificial intelligence technologies; 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, 2016,2023, filed with the Securities and Exchange Commission on March 1, 2017.February 16, 2024, 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 relationshipscombined 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 needsexpertise of our customerpeople, deliver value–from improved cost reductions and their supply chain requirements, we selectreliability 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.
In addition to transportation and logistics services, we also provide sourcing services. Our sourcing business consists of buying, selling, and marketing fresh produce. We purchase fresh produce through our network of produce suppliers and sell it to grocery retailers, restaurants, foodservice distributors, and produce wholesalers. In some cases, we also arrange the transportation of the produce we sell through our relationships with specialized transportation companies. Transportation revenues generated by Robinson Fresh are included in our transportation service line, but are included in Robinson Fresh.carriers can rely on.
Our reportable segmentsadjusted gross profits and adjusted gross profit margin are North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh,non-GAAP financial measures. Adjusted gross profits are calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and All Othercontracted 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 themadjusted gross profits to be oura primary performance measurement. Accordingly, the discussion of our results of operations belowoften focuses on the changes in our net revenues.adjusted gross profits and adjusted gross profit margin.
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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,
20242023
Revenues:
Transportation$4,082,588 $4,327,965 
Sourcing329,723 283,705 
Total revenues4,412,311 4,611,670 
Costs and expenses:
Purchased transportation and related services3,454,996 3,671,031 
Purchased products sourced for resale299,586 254,999 
Direct internally developed software amortization10,222 7,317 
Total direct costs3,764,804 3,933,347 
Gross profits / Gross profit margin647,507 14.7%678,323 14.7%
Plus: Direct internally developed software amortization10,222 7,317 
Adjusted gross profits / Adjusted gross profit margin$657,729 14.9%$685,640 14.9%
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profits. We keepbelieve adjusted operating margin is a useful measure of our business modelprofitability in comparison to our adjusted gross profits, which we consider a primary performance metric as variable as possiblediscussed above. The reconciliation of operating margin to allow usadjusted operating margin is presented below (dollars in thousands):
Three Months Ended March 31,
20242023
Total revenues$4,412,311 $4,611,670 
Income from operations127,133 161,033 
Operating margin2.9%3.5%
Adjusted gross profits$657,729 $685,640 
Income from operations127,133 161,033 
Adjusted operating margin19.3%23.5%
MARKET TRENDS
The North America surface transportation market continues to gradually move toward a balance of carrier supply and shipper demand. Despite modest decreases in carrier counts, there remains an excess of carrier capacity, leading to continued soft market conditions. The elevated capacity levels that entered the market in the latter half of 2020 and throughout 2021, driven by historically high demand during the COVID-19 pandemic, have contracted more slowly than typical capacity reductions at this stage of recent market cycles. In the current state of the market, subtle volume increases—whether due to seasonality or improving demand—would likely be flexibleabsorbed by available capacity, resulting in a continuation of soft market conditions in the near term. 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 2024 remained low at 1.2, essentially in-line with the average routing guide depth experienced throughout 2023. The average routing guide depth in the first quarter of 2024 represents that on average, the first carrier in a shipper's routing guide is accepting the shipment most of the time, resulting in a limited number of shipments reaching the spot market.
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In the first quarter of 2024, the global forwarding market faced significant disruptions limiting the availability of several of the world’s most significant waterways. These disruptions have resulted in increased re-routing and adaptdegrading schedule reliability for ocean shipments. Ocean vessel capacity continues to changing economicexpand although the challenges presented by these global disruptions have mitigated the impact on ocean freight pricing. The ongoing global disruptions, coupled with emerging geopolitical conflicts and industry conditions. We sellpotential shifts in consumer demand, will likely continue to impact ocean freight pricing in the near term. The challenges facing the ocean freight market are leading to increased ocean freight conversions, which alongside elevated e-commerce demand out of North Asia, have led to sharp increases in the cost of air freight in certain trade lanes.
BUSINESS TRENDS
Our first quarter of 2024 surface transportation servicesresults were significantly impacted by the prevailing soft market conditions discussed in the market trends section. These conditions led to most shipments moving under committed pricing agreements and producesuppressed freight rates for the limited number of shipments reaching the spot market. Consequentially, our surface transportation total revenues and adjusted gross profits decreased in the first quarter of 2024 compared to the same period in 2023. Industry freight volumes decreased in the first quarter of 2024 compared to the same period of 2023. Despite these challenging market conditions, our combined North American Surface Transportation (“NAST”) truckload and less than truckload (“LTL”) volumes increased by 1.5 percent during the first quarter of 2024 compared to the first quarter of 2023. In addition, our combined NAST truckload and LTL volumes along with our adjusted gross profits per transaction showed sequential improvement each month within the first quarter of 2024, driven by our improved execution and pricing discipline within our portfolio. Our average truckload linehaul cost per mile and linehaul rate charged to our customers, excluding fuel surcharges, both decreased approximately 7.5 percent during the first quarter of 2024.
Our first quarter of 2024 global forwarding results were significantly impacted by the global disruptions discussed in the market trends section. Specifically, we experienced a 23.0 percent increase in air freight tonnage, driven by ocean freight conversions in many trade lanes. These ocean freight conversions were driven by the disruptions affecting the market, which coupled with variedincreased e-commerce demand out of North Asia, held the cost of air freight at elevated levels and led to lower adjusted gross profit per metric ton. Despite the challenges posed by market disruptions, our ocean volumes increased 7.0 percent as the prior year period was significantly impacted by elevated inventory levels and weak consumer demand.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select first quarter 2024 year-over-year operating comparisons to the first quarter 2023:
•Total revenues decreased 4.3 percent to $4.4 billion, primarily driven by lower pricing arrangements. Some prices are committed to for a period of time, subject to certain terms and conditions, and some prices are set on a spot market basis. We buy most ofin our truckload transportation capacityservices, partially offset by higher pricing and produce on a spot market basis. Consequently,increased volume in our net revenueocean services.
•Gross profits decreased 4.5 percent to $647.5 million. Adjusted gross profits decreased 4.1 percent to $657.7 million, primarily driven by lower adjusted gross profit per transaction tendsin truckload.
•Personnel expenses decreased 1.0 percent to $379.1 million, primarily due to cost optimization efforts and lower average employee headcount, which decreased 11.3 percent, partially offset by higher restructuring charges related to workforce reductions.
•Other selling, general, and administrative (“SG&A”) expenses increased 7.1 percent to $151.5 million, primarily due to favorable credit losses in the prior year and restructuring charges in the current year related to impairment of internally developed software.
•Income from operations decreased 21.1 percent to $127.1 million, due to decreased adjusted gross profits.
•Adjusted operating margin of 19.3 percent declined 420 basis points.
•Interest and other income/expense, net totaled $16.8 million of expense, consisting primarily of $22.1 million of interest expense, which decreased $1.5 million compared to last year, due to a lower average debt balance, and a $3.9 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $9.6 million net loss in the prior year.
•The effective tax rate in the quarter was 15.8 percent compared to 13.5 percent in the first quarter last year.
•Net income totaled $92.9 million, a decrease of 19.1 percent from a year ago.
•Diluted earnings per share (EPS) decreased 18.8 percent to $0.78.
•Cash flow from operations decreased $287.9 million in the three months ended March 31, 2024, primarily driven by an increase in times when there is excess supply and decrease in times when demand is strong relative to supply.net operating working capital.
We design our personnel and other operating expenses to be variable. Compensation is tied to productivity and performance. Each office is responsible for its hiring and headcount decisions, based on the needs
21
Table of their office and to balance personnel resources with business requirements.Contents
Our office network. Our office network is a competitive advantage. Building local customer and contract carrier relationships has been an important part of our success, and our worldwide network of offices supports our core strategy of serving customers locally, nationally, and globally. Our network offices help us penetrate local markets, provide face-to-face service when needed, and recruit contract carriers. Our network also gives us knowledge of local market conditions, which is important in the transportation industry because it is market driven and very dynamic.
Our people. Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people, and to properly align our headcount and personnel expense with our business. Our headcount increased by 191 employees during the third quarter of 2017, primarily related to the acquisition of Milgram. Most network management compensation is dependent on the profitability of their particular office. We believe this makes our employees more service-oriented and focused on driving growth and maximizing office productivity. All of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders.
Our customers. In 2016, we worked with more than 113,000 active customers. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse and unconcentrated. In 2016, our top 100 customers represented approximately 30 percent of our total revenues and approximately 26 percent of our net revenues. Our largest customer was approximately two percent of our total revenues.
Our contracted carriers. Our contracted carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2016, we worked with approximately 71,000 transportation providers worldwide, up from approximately 68,000 in 2015. Motor carriers that had fewer than 100 tractors transported approximately 81 percent of our truckload shipments in 2016. In our transportation business, no single contracted carrier represents more than approximately 1.6 percent of our contracted carrier capacity.


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 %
Sourcing350,750
 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
Transportation16.4% 17.6% 16.6% 18.8%
Sourcing8.5% 8.3% 9.0% 8.5%
Total15.7% 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 %
Intermodal7,478
 7,676
 -2.6 % 23,278
 25,961
 -10.3 %
Ocean81,182
 56,506
 43.7 % 217,495
 175,243
 24.1 %
Air25,529
 19,897
 28.3 % 73,166
 58,424
 25.2 %
Customs17,421
 12,320
 41.4 % 49,810
 34,649
 43.8 %
Other Logistics Services29,580
 26,771
 10.5 % 87,563
 76,965
 13.8 %
Total Transportation564,085
 528,644
 6.7 % 1,640,883
 1,619,211
 1.3 %
Sourcing29,761
 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 revenues100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:       
Personnel expenses49.4 % 46.0 % 50.0 % 46.9 %
Other selling, general, and administrative expenses17.9 % 16.2 % 17.5 % 15.6 %
Total operating expenses67.3 % 62.2 % 67.5 % 62.5 %
Income from operations32.7 % 37.8 % 32.5 % 37.5 %
Interest and other expense(1.8)% (1.3)% (1.7)% (1.3)%
Income before provision for income taxes31.0 % 36.5 % 30.8 % 36.2 %
Provision for income taxes10.9 % 13.4 % 10.5 % 13.4 %
Net income20.1 % 23.1 % 20.3 % 22.8 %

The following table summarizes our results by reportable segmentof operations (dollars in thousands)thousands, except per share data):
Three Months Ended March 31,
20242023% change
Revenues:
Transportation$4,082,588$4,327,965(5.7)%
Sourcing329,723283,70516.2 %
Total revenues4,412,3114,611,670(4.3)%
Costs and expenses:
Purchased transportation and related services3,454,9963,671,031(5.9)%
Purchased products sourced for resale299,586254,99917.5 %
Personnel expenses379,087383,106(1.0)%
Other selling, general, and administrative expenses151,509141,5017.1 %
Total costs and expenses4,285,1784,450,637(3.7)%
Income from operations127,133161,033(21.1)%
Interest and other income/expense, net(16,780)(28,265)(40.6)%
Income before provision for income taxes110,353132,768(16.9)%
Provision for income taxes17,44917,877(2.4)%
Net income$92,904$114,891(19.1)%
Diluted net income per share$0.78$0.96(18.8)%
Average employee headcount14,99016,902(11.3)%
Adjusted gross profit margin percentage(1)
Transportation15.4 %15.2 %20 bps
Sourcing9.1 %10.1 %(100 bps)
Total adjusted gross profit margin14.9 %14.9 %0 bps
________________________________ 
 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 revenues115,796
 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 Operations151,392
 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 revenues79,728
 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 Operations171,733
 17,047
 17,733
 4,754
 —
 211,267
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.


A reconciliation of our reportable segments to our consolidated results can be found in Note 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 revenues329,193
 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 Operations447,553
 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 revenues211,540
 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 Operations516,805
 56,300
 62,777
 8,084
 —
 643,966

Consolidated Results of Operations—Three Months Ended September 30, 2017March 31, 2024, Compared to the Three Months Ended September 30, 2016March 31, 2023
Total revenues and direct costs. Our consolidated total Total transportation revenues and direct costs decreased primarily due to reduced pricing and lower purchased transportation costs in truckload services. This decline was partially offset by increased 12.8 percentvolume and higher pricing and purchased transportation costs in the third quarter of 2017ocean services compared to the third quarter of 2016. Total transportation revenues increased 14.5 percentprevious year. The soft market conditions, characterized by weak demand and excess carrier capacity, continue to suppress freight rates in the third quarter of 2017surface transportation market as discussed in the market and business trends section above. Conversely, the global forwarding market has shown improvement from the weak consumer demand experienced in the prior year, resulting in increased ocean volumes. In addition, the disruptions facing the global forwarding market have led to elevated pricing and purchased transportation costs compared to the third quarterprior year. Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers.
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Table of 2016.Contents
Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased driven by lower adjusted gross profits per transaction and a slight volume decline in truckload services, and to a lesser extent lower adjusted gross profits in other logistic services. The increaselower adjusted gross profit per transaction in truckload services was driven by increased pricingthe weak demand and volume growth in nearly all of our transportation services. Total purchased transportation and related services increased 16.2 percentexcess capacity in the thirdsurface transportation market discussed in the market trends and business trends sections above, which have continued to suppress freight rates in the first quarter of 2017 compared to2024. Despite the thirdchallenging market conditions, our combined NAST truckload and LTL volumes, along with our adjusted gross profits per transaction, showed sequential improvement each month within the first quarter of 2016. The increase was due to increased cost of transportation, including fuel, and volume growth in nearly all of our transportation services. Our sourcing revenue 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 volumes2024, driven by improved execution and pricing during the third quarter of 2017. We estimate the impact on volumes was positive ondiscipline within 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 revenuesportfolio. Sourcing adjusted gross profits 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 the cost of transportation increasing more than customer pricing, including fuel, in nearly all transportation services. Sourcing net revenues were flat at $29.8 million in the third quarter of 2017 compared to the third quarter of 2016. Our sourcing net revenue margin was 8.5 percent in the third quarter of 2017 and 8.3 percent in the third quarter of 2016.
Operating expenses. Operating 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 due to an increase of 8.7 percent in average headcount and an increase in variable compensation in the third quarter of 2017 compared to the third quarter of 2016.
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 provisionintegrated supply chain solutions for bad debt, claimsretail customers.
Operating expenses. Personnel 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,cost optimization efforts, including lower average employee headcount. These reductions were partially offset by an increase in income from operations in Global Forwarding. Income from operationsstock-based compensation expense as the prior year period included an accrual reversal related to certain performance-based awards. Other SG&A expenses increased primarily due to higher credit losses. This increase was driven by a percentage of net revenues decreased to 32.7 percentdecrease in the third quarter of 2017 from 37.8 percentallowance for credit losses in the third quarterprior year period.
In addition to the above, our personnel expenses for 2024 included $7.9 million of 2016.severance and related personnel expenses. We also incurred a $5.0 million impairment loss in other SG&A expenses primarily related to capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Our personnel expenses for 2023 included $3.6 million of severance and related personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs.
Interest and other expense.income/expense, net. Interest and other income/expense, was $10.5net primarily consisted of interest expense of $22.1 million. Interest expense decreased $1.5 million during the first quarter of 2024, due to a lower average debt balance. The current year included a $3.9 million net gain from foreign currency revaluation and realized foreign currency gains and losses, compared to a $9.6 million net loss in the third quarter of 2017 compared to $7.4 million in the third quarter of 2016. The increase was due primarily to a higher average debt balance 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 and increased working capital needs.prior year.
Provision for income taxes. Our effective income tax rate was 35.215.8 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).2024 compared to 13.5 percent for the first quarter of 2023. The adoptioneffective income tax rate for the first quarter of ASU 2016-09 prospectively2024 was lower than the statutory federal income tax rate primarily due to the tax impact of U.S. tax credits and incentives, which reduced the effective tax rate by 7.8 percentage points. These impacts the recording ofwere partially offset by a higher tax rate on state income taxes, relatednet of federal benefit, which increased the effective income tax rate by 2.8 percentage points during the first quarter of 2024. The effective income tax rate for the first quarter of 2023 was lower than the statutory federal income tax rate primarily due to the tax benefits of share-based payment awards, in our consolidated financial positionwhich reduced the effective tax rate by 5.6 percentage points, and results of operations, as well asU.S. tax credits and incentives, which decreased the operating and financing cash flowseffective 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 forstate income taxes, net of $1.3 millionfederal benefit, which increased the thirdeffective income tax rate by 2.3 percentage points during the first quarter of 2017.2023.
Net income. Net income decreased 7.6 percent to $119.2 million in the third quarter
23
Table of 2017 from $129.0 million in the third quarterContents
NAST Segment Results of 2016. Basic and diluted net income per share decreased 5.6 percent to $0.85 from $0.90 in the third quarter of 2017 compared to the third quarter of 2016.Operations
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$3,000,313 $3,304,187 (9.2)%
Costs and expenses:
Purchased transportation and related services2,603,203 2,877,532 (9.5)%
Personnel expenses175,625 176,012 (0.2)%
Other selling, general, and administrative expenses112,590 116,621 (3.5)%
Total costs and expenses2,891,418 3,170,165 (8.8)%
Income from operations$108,895 $134,022 (18.7)%
Three Months Ended March 31,
20242023% change
Average employee headcount6,004 6,870 (12.6)%
Service line volume statistics
Truckload(0.5)%
LTL3.0 %
Adjusted gross profits(1)
Truckload$235,709 $261,519 (9.9)%
LTL139,459 137,078 1.7 %
Other21,942 28,058 (21.8)%
Total adjusted gross profits$397,110 $426,655 (6.9)%
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, 2024, Compared to the Three Months Ended September 30, 2016March 31, 2023
North American Surface Transportation. Total revenues and direct costs.NAST total revenues including intersegment revenues, increased 10.9 percentand direct costs decreased primarily due to $2.6 billionreduced pricing and lower purchased transportation costs in truckload services. The soft market conditions, characterized by weak demand and excess carrier capacity, continue to suppress freight rates in the third quarter of 2017 from $2.3 billionsurface transportation market as discussed in the third quartermarket and business trends section above. Partially offsetting the decline was an increase of 2016. This increase1.5 percent in combined NAST truckload and LTL volumes.
Gross profits and adjusted gross profits. NAST adjusted gross profits decreased due to lower pricing in truckload services, resulting in lower adjusted gross profits per transaction. The lower adjusted gross profit per transaction was driven by the soft market conditions discussed in the market trends and business trends sections above, resulting in lower pricing and volume increases in most services. NAST cost of transportation and related services increased 13.0 percent to $2.2 billionlimited spot market opportunities at attractive rates in the thirdfirst quarter of 2017 from $2.0 billion2024. Our average truckload per mile linehaul cost and linehaul rate charged to customers, which excludes fuel surcharges, both decreased approximately 7.5 percent in the thirdfirst quarter of 2016. This increase was2024 compared to the first quarter of 2023. Despite the challenging market conditions our combined NAST truckload and LTL volumes, along with our adjusted gross profits per transaction, showed sequential improvement each month within the first quarter of 2024, driven by an increase in costs of transportationimproved execution and a volume increase in most services.pricing discipline within our portfolio. NAST net revenuesother adjusted gross profits 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 wasprimarily driven by a decline in truckload net revenues, discussed below.intermodal adjusted gross profits per transaction and decreased intermodal and warehousing adjusted gross profits. These decreases were partially offset by an increase in LTL volumes.
Operating expenses.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 volumespersonnel expenses were essentially flat in the third quarter of 2017 compared to the third quarter of 2016. NAST truckload net revenue margin decreasedprior year. Cost optimization efforts, including lower average headcount in the third quarter of 2017 comparedaddition 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 thelower commission expenses, were mostly offset by an increase in fuel costs, our average truckload rate per mile chargedstock-based compensation expense. The prior year period included an accrual reversal related to our customers increased 6.5 percent in the third quarter of 2017 compared to the third quarter of 2016. Our truckload transportation costs increased 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.
certain performance-based awards. NAST LTL net revenues increased 4.8 percent to $97.6 million in the third quarter of 2017 from $93.1 million in the third quarter of 2016. This increase wasother 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,lower allocated corporate expenses, which were partially offset by a decrease in net revenue margin resulting from increased purchased transportation costs.
NAST intermodal net revenues decreased 1.4 percent to $7.1 millionbenefit in the third quarterprior year from lower credit losses.
24
Table 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 comparedContents
In addition to the third quarterabove, NAST personnel expenses for 2024 included $3.0 million 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,severance and administrative expenses and an increase inrelated personnel expenses. The increaseWe also incurred a $1.9 million impairment loss in selling, general, and administrativeother SG&A 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. capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to our 2024 Restructuring Program.
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
Global Forwarding Segment Results of Operations
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$858,637 $789,978 8.7 %
Costs and expenses:
Purchased transportation and related services678,592 612,059 10.9 %
Personnel expenses96,463 92,263 4.6 %
Other selling, general, and administrative expenses52,030 55,540 (6.3)%
Total costs and expenses827,085 759,862 8.8 %
Income from operations$31,552 $30,116 4.8 %
Three Months Ended March 31,
20242023% change
Average employee headcount4,8765,471(10.9)%
Service line volume statistics
Ocean7.0 %
Air23.0 %
Customs8.5 %
Adjusted gross profits(1)
Ocean$112,850 $110,121 2.5 %
Air30,164 30,902 (2.4)%
Customs26,097 23,334 11.8 %
Other10,934 13,562 (19.4)%
Total adjusted gross profits$180,045 $177,919 1.2 %
________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023
Total revenues and direct costs. Global Forwarding total revenues and direct costs increased driven by increased volume and higher pricing and purchased transportation costs in ocean services compared to the previous year. The global forwarding market has shown improvement from operations decreased 11.8 percent to $151.4 millionthe weak consumer demand experienced in the third quarterprior year. In addition, the disruptions facing the global forwarding market have resulted in an increase in air freight tonnage, driven by ocean freight conversions in many trade lanes. These ocean freight conversions coupled with increased e-commerce demand out of 2017 from $171.7 millionNorth Asia have led to sharp increases to the cost of air freight in certain trade lanes compared to the prior year.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits increased driven by increased volume in ocean services, partially offset by lower adjusted gross profits per shipment in ocean services. Air freight adjusted gross profits decreased slightly as a significant increase in metric tons shipped was more than offset by lower adjusted gross profits per metric ton shipped. The lower adjusted gross profit per metric ton shipped was driven by the elevated cost of air freight due to disruptions facing the market as discussed in the third quarter of 2016. This was primarily due to a decline in net revenues causedmarket trends and business trends sections above. Customs adjusted gross profits increased driven by an increase in transportation costs.transaction volumes and higher adjusted gross profits per shipment.
Global Forwarding. Global Forwarding total revenues, including intersegment revenues,
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Table of Contents
Operating expenses. Personnel expenses increased 40.2 percent to $560.0 million in the third quarter of 2017 compared to $399.6 million in the third quarter of 2016. Global Forwarding costs of 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 due to increased transaction volumes, primarily related to acquisitions. Customs transaction volumes increased approximately 52 percent invariable compensation reflecting the third quarter of 2017 comparedimproved results relative 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.prior year. This increase was due to increases in both personnel and selling, general, and administrative expenses. The personnel expense increase was drivenpartially offset by ancost optimization efforts, including lower average headcount increase of 20.8 percent. The acquisitions of APC and Milgram added approximately 18 percent to the Global Forwarding averageemployee headcount. The selling, general, and administrative expense increase was primarilyOther SG&A expenses decreased driven by the acquisitioncompletion of amortization of intangible assets related to APCa previously completed acquisition and Milgram.lower allocated corporate expenses.
In addition to the above, Global Forwarding income from operations increased 82.6 percent to $31.1personnel expenses for 2024 included $3.2 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 transportationseverance and related servicespersonnel expenses associated with our 2024 Restructuring Program. Personnel expenses for 2023 included $1.5 million of severance and purchased products sourcedrelated personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for resale increased 6.6 percent to $602.7 million in the third quarter of 2017 from $565.6 million in the third quarter of 2016. Robinson Fresh net revenues decreased 4.9 percent to $54.3 million in the third quarter of 2017 from $57.0 million in the third quarter of 2016, primarily as a result of declines in transportation net revenues. The hurricanes in both Texas and Florida had a negative impact on Robinson Fresh cases volumes and net revenue in the third quarter. We have service center facilities in both of these locations that were shut down for seven to ten days as a result of the storms.
Robinson Fresh net revenues from sourcing services were flat at $29.8 million in the third quarter of 2017 compared to the third quarter of 2016. A slight increase in net revenue margin was offset by a case volume decrease of one percent compared to the third quarter of 2016.
Robinson Fresh net revenues from transportation services decreased 10.0 percent to $24.5 million in the third quarter of 2017 compared to $27.2 million in the third quarter of 2016, primarily due to a decrease in truckload net revenue. Robinson Freshtransportation net revenue margin decreased in the third quarter of 2017 compared to the third quarter of 2016. Robinson Fresh transportation volumes increased 13 percent in the third quarter of 2017 compared to the third quarter of 2016.
Robinson Fresh operating expenses increased 8.6 percent in the third quarter of 2017 to $42.7 million from $39.3 million in the third quarter of 2016. This was primarily due to an increase in warehousing expensesfurther discussion related to expanding facilitiesour 2024 and an increase in average headcount of 1.5 percent.2022 Restructuring Programs.

Robinson Fresh income from operations decreased 34.7 percent to $11.6 million in the third quarter of 2017 from $17.7 million in the third quarter of 2016. This was primarily due to an increase in operating expenses and a decrease in transportation services net revenues.
All Other and Corporate. Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Services segment,segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Managed Services provides Transportation Management Services, or Managed TMS. Europe Surface Transportation provides services similar 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
Three Months Ended March 31,
(dollars in thousands)20242023% change
Total revenues$553,361 $517,505 6.9 %
Income (loss) from operations(13,314)(3,105)N/M
Adjusted gross profits(1)
Robinson Fresh33,736 31,145 8.3 %
Managed Services28,936 28,970 (0.1)%
Other Surface Transportation17,902 20,951 (14.6)%
Total adjusted gross profits$80,574 $81,066 (0.6)%
________________________________ 
(1) Adjusted gross profit margin is a result of new business with new and existing customers. Other Surface Transportation net revenues increased 4.2 percent in the third quarter of 2017 to $13.9 million compared to $13.3 million in the third quarter of 2016. This increase is primarily the result of increased volumes, partially offset by margin compression in the surface transportation business in Europe.non-GAAP financial measure explained above.
NineThree Months Ended September 30, 2017March 31, 2024, Compared to Ninethe Three Months Ended September 30, 2016March 31, 2023
Total revenues and direct costs. Our consolidated totalTotal revenues and direct costs 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 higher average pricing with retail customers and increased pricing and volumescase volume with foodservice customers in nearly all of our transportation services. Total purchased transportation and related services increased 17.8 percent in the nine months ended September 30, 2017, to $8.2 billion from $7.0 billion in the nine months ended September 30, 2016. The increase was due to increased volumes in all of our transportation services, and by increased costs of transportation, including fuel. Sourcing revenue decreased 7.2 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Purchased products sourced for resale decreased 7.7 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. These decreases were primarily due to lower pricing and commodity costs.
Net revenues. Total transportation net revenues increased 1.3 percent to $1.64 billion in the nine months ended September 30, 2017 from $1.62 billion in the nine months ended September 30, 2016. Our transportation net revenue margin decreased to 16.6 percent in the nine months ended September 30, 2017 from 18.8 percent in the nine months ended September 30, 2016, primarily due to the cost of transportation increasing more than customer pricing, including fuel, in nearly all transportation services. Sourcing net revenues decreased 1.5 percent to $95.3 million in the nine months ended September 30, 2017 from $96.8 million in the nine months ended September 30, 2016. This decrease was primarily the result of lower net revenue per case, as volumes were flat. Our sourcing net revenue margin increased in the nine months ended September 30, 2017 to 9.0 percent from 8.5 percent in the nine months ended September 30, 2016.
Operating expenses. Operating expenses increased 9.3 percent in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Operating expenses as a percentage of net revenues increased to 67.5 percent in the nine months ended September 30, 2017, from 62.5 percent in the nine months ended September 30, 2016.
Personnel expenses increased 7.9 percent to $867.9 million in the nine months ended September 30, 2017, from $804.6 million in the nine months ended September 30, 2016. For the nine months ended September 30, 2017, our average headcount increased 8.3 percent compared to the same period ended September 30, 2016, including 650 employees added through acquisitions. The increase in personnel expense was less than the increase in average headcount due to decreased expenses related to variable incentive plans.
Other selling, general, and administrative expenses increased 13.7 percent to $304.0 million in the nine months ended September 30, 2017 from $267.4 million in the nine months ended September 30, 2016.Robinson Fresh business. This increase was primarilypartially offset by a modest decline in our European truckload revenues within our Other Surface Transportation business.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased 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 milliona 1.5% increase 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 bycase volume and pricing increases in all services. NAST cost of transportation and related services increased 14.9 percent to $6.3 billion inintegrated supply chain solutions for retail customers. Managed Services adjusted gross profits were essentially flat with 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 revenuesprior year. Other Surface Transportation adjusted gross profits 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 millionadjusted gross profits per transaction 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,European truckload, partially offset by an increase in operatingEuropean truckload volumes.
Restructuring expenses.
Robinson Fresh. Robinson Fresh total revenues, including intersegment revenues, increased 2.1 percent to $1.94 billion Personnel expenses in the nine months ended September 30, 2017 compared to $1.90 billion in the nine months ended September 30, 2016. Robinson Fresh costs2024 included $1.7 million of transportationseverance and related services and purchased products sourced for resale increased 3.0 percent to $1.8 billionpersonnel expenses. We also incurred a $2.9 million impairment loss 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 warehousingother SG&A expenses related to expanding facilities, claims,capitalized internally developed software. These expenses were both associated with our 2024 Restructuring Program. Personnel expenses in 2023 included $1.2 million of severance and an increase in average headcount, partially offset by a decrease inrelated personnel expenses associated with our 2022 Restructuring Program. Refer to Note 13, Restructuring, for further discussion related to variable incentive compensation plans.our 2024 and 2022 Restructuring Programs.
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.
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All Other and Corporate. All Other and Corporate includes our Managed Services segment, as well as Other Surface Transportation outside
Table 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.Contents
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 amendedmaintain the revolving credit facility to increase the amount available from $500 million to $900 millionfollowing debt facilities as described in Note 4, Financing Arrangements (in thousands):
DescriptionCarrying Value as of March 31, 2024Borrowing CapacityMaturity
Revolving credit facility$280,000 $1,000,000 November 2027
Senior Notes, Series B150,000 150,000 August 2028
Senior Notes, Series C175,000 175,000 August 2033
Receivables Securitization Facility (1)
499,604 500,000 November 2025
Senior Notes (1)
596,172 600,000 April 2028
Total debt$1,700,776 $2,425,000 

(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. repurchases or other investments.
Cash and cash equivalents totaled $297.3$121.8 million as of September 30, 2017,March 31, 2024, and $247.7$145.5 million as of December 31, 2016.2023. Cash and cash equivalents held outside the United States totaled $233.3$118.1 million as of September 30, 2017,March 31, 2024, and $172.2$142.8 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 $162.4 million.2023.
We prioritize our investments to grow the business, as we require some working capitalour market share and a relatively small amount of capital expendituresexpand globally in key industries, trade lanes, and geographies, and to grow.digitize our customer, carrier, and internal tools to support our organic growth. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
Three Months Ended March 31,
20242023% change
Sources (uses) of cash:
Cash (used for) provided by operating activities$(33,323)$254,544 N/M
Capital expenditures(22,474)(26,950)
Cash used for investing activities(22,474)(26,950)(16.6)%
Repurchase of common stock— (31,182)
Cash dividends(74,580)(73,435)
Net borrowing (payments) on debt120,000 (101,000)
Other financing activities(10,725)(375)
Cash provided by (used for) financing activities34,695 (205,992)N/M
Effect of exchange rates on cash and cash equivalents(2,584)76 
Net change in cash and cash equivalents$(23,686)$21,678 
Cash flow from operating activities. We generated $218.3 million Our operating cash flows benefited in the prior year from declining freight rates in ocean and $376.8 million oftruckload services, which resulted in a decrease in net operating working capital and drove strong operating cash flow from operations duringflow. In the ninecurrent year, freight rates in ocean services have increased resulting in an increase in net operating working capital driving a decline in operating cash flows in the three months ended September 30, 2017 and September 30, 2016, respectively, a decrease of $158.5 millionMarch 31, 2024, compared to the ninethree months ended September 30, 2016. The increase in volumes, customer rates,March 31, 2023. We continue to closely monitor credit and costscollections activities and the quality of transportation, including fuel prices, inour accounts receivable balance to minimize risk as well as work with our customers to facilitate the first nine monthsmovement of 2017 compared to the first nine monthsgoods across their supply chains while also ensuring timely payment.
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Table of 2016 resulted in increased growth in working capital and led to decreased operating cash flow.Contents
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 efficienciesour 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 used $91.2 million and $28.2 million Net borrowing on debt in the three months ended March 31, 2024 were to fund our working capital needs. Net repayments on debt in the three months ended March 31, 2023 were primarily to reduce the current portion of cash flow for financing activitiesour debt outstanding. No shares were repurchased 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 repaymentsfirst quarter 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 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 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.2024. 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. 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 believesbelieve 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, 2024, 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 2023 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our condensed consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying condensed consolidated financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported relatedRefer to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the Notes to Consolidated Financial Statements in ourcompany's 2023 Annual Report on Form 10-K for the year ended December 31, 2016, includes a summary of the significantcomplete discussion regarding our critical accounting policies and methods used in the preparationestimates. As of our consolidated financial statements. The following is a brief discussion ofMarch 31, 2024, 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 equivalentsRefer to the company’s 2023 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 areForm 10-K for a party to a credit agreement with various lenders consisting of a $900 million revolving loan facility. Interest accruesdiscussion 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, 2024, 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 ofwere 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 outstandingAnnual 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.
UnderWe maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the supervisionSecurities 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 withreported within the participation oftime 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 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 RuleRules 13a-15(e) and 15d-15(e) under the Securities Exchange ActAct) as of 1934 (the “Exchange Act”).March 31, 2024. Based upon that evaluation, theour 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, 2024.
(b) Changes in internal controlscontrol 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 quarterthree months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the company'sour 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 discusseddisclosed in Part I, "ItemItem 1A. Risk Factors"Factors in our Annual Report on Form 10-K for the year ended December 31, 2016,2023, which could materially affect our business, financial condition, or future results. There have not been material changes in our risk factors set forth in the company’s 2023 Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about company purchases by the companyof common stock during the quarter ended September 30, 2017, of shares of the company's common stock.March 31, 2024:
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, 2024 - January 31, 202431,352 $86.88 — 6,763,445 
February 1, 2024 - February 29, 2024172,615 73.99 — 6,763,445 
March 1, 2024 - March 31, 20248,578 73.86 — 6,763,445 
First Quarter 2024212,545 $75.89 — 6,763,445 

 
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, 2017306,403
 $67.48
 296,507
 3,234,848
August 1, 2017-August 31, 201763,559
 65.70
 60,926
 3,173,922
September 1, 2017-September 30, 2017523,287
 73.12
 519,621
 2,654,301
Third quarter 2017893,249
 $70.66
 877,054
 2,654,301
(a)(1) The total number of shares purchased based on trade date includes: (i) 877,054no shares of common stock purchased under the authorization described below; and (ii) 16,195212,545 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 15,000,00020,000,000 shares. As of September 30, 2017,March 31, 2024, there were 2,654,3016,763,445 shares remaining for future repurchases. PurchasesRepurchases 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
NoneNone.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
NoneDuring the three months ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS    
Exhibits filed with, or incorporated by reference into, this report:
Quarterly Report:
31.1
31.2
32.1
32.2
101Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended September 30, 2017,March 31, 2024 formatted in Inline XBRL (embedded within the Inline XBRL document)
104The cover page from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2024 formatted in Inline XBRL (embedded within the Inline XBRL document)




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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.May 3, 2024.
 

C.H. ROBINSON WORLDWIDE, INC.
By:/s/ David P. Bozeman
By:/s/ JohnDavid P. WiehoffBozeman
John P. Wiehoff
Chief Executive Officer
By:/s/ Michael P. Zechmeister
Michael P. Zechmeister
By:/s/ Andrew C. Clarke
Andrew C. Clarke
Chief Financial Officer (principal accounting officer)


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