Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 22, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | C H ROBINSON WORLDWIDE INC | ||
Entity Central Index Key | 1,043,277 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Trading Symbol | CHRW | ||
Entity Common Stock, Shares Outstanding | 139,748,794 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 9,616,075,533 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 333,890 | $ 247,666 |
Receivables, net of allowance for doubtful accounts of $42,409 and $39,543 | 2,113,930 | 1,711,191 |
Prepaid expenses and other | 63,116 | 49,245 |
Total current assets | 2,510,936 | 2,008,102 |
Property and equipment | 497,909 | 450,045 |
Accumulated depreciation and amortization | (267,583) | (217,092) |
Net property and equipment | 230,326 | 232,953 |
Goodwill | 1,275,816 | 1,232,796 |
Other intangible assets, net of accumulated amortization of $122,283 and $87,486 | 151,585 | 167,525 |
Deferred tax assets | 6,870 | 2,250 |
Other assets | 60,301 | 44,132 |
Total assets | 4,235,834 | 3,687,758 |
Current liabilities: | ||
Accounts payable | 1,000,305 | 839,736 |
Outstanding checks | 96,359 | 82,052 |
Accrued expenses– | ||
Compensation | 105,316 | 98,107 |
Income taxes | 12,240 | 15,472 |
Other accrued liabilities | 58,229 | 70,351 |
Current portion of debt | 715,000 | 740,000 |
Total current liabilities | 1,987,449 | 1,845,718 |
Long-term debt | 750,000 | 500,000 |
Noncurrent income taxes payable | 26,684 | 18,849 |
Deferred tax liabilities | 45,355 | 65,122 |
Other long-term liabilities | 601 | 222 |
Total liabilities | 2,810,089 | 2,429,911 |
Commitments and contingencies | ||
Stockholders’ investment: | ||
Preferred stock, $.10 par value, 20,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $.10 par value, 480,000 shares authorized; 179,103 and 179,006 shares issued, 139,542 and 141,258 outstanding | 13,954 | 14,126 |
Additional paid-in capital | 444,280 | 419,280 |
Retained earnings | 3,437,093 | 3,190,578 |
Accumulated other comprehensive loss | (18,460) | (61,442) |
Treasury stock at cost (39,561 and 37,748 shares) | (2,451,122) | (2,304,695) |
Total stockholders’ investment | 1,425,745 | 1,257,847 |
Total liabilities and stockholders’ investment | $ 4,235,834 | $ 3,687,758 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 42,409 | $ 39,543 |
Other intangible assets, accumulated amortization | $ 122,283 | $ 87,486 |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 480,000,000 | 480,000,000 |
Common stock, shares issued (in shares) | 179,103,000 | 179,006,000 |
Common stock shares outstanding (in shares) | 139,542,000 | 141,258,000 |
Treasury stock, shares (in shares) | 39,561,000 | 37,748,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Transportation | $ 13,502,906 | $ 11,704,745 | $ 11,989,780 |
Sourcing | 1,366,474 | 1,439,668 | 1,486,304 |
Total revenues | 14,869,380 | 13,144,413 | 13,476,084 |
Costs and expenses: | |||
Purchased transportation and related services | 11,257,290 | 9,549,934 | 9,842,271 |
Purchased products sourced for resale | 1,244,040 | 1,316,951 | 1,365,333 |
Personnel expenses | 1,179,527 | 1,064,936 | 1,051,410 |
Other selling, general, and administrative expenses | 413,404 | 375,061 | 358,760 |
Total costs and expenses | 14,094,261 | 12,306,882 | 12,617,774 |
Income from operations | 775,119 | 837,531 | 858,310 |
Interest and other expense | (46,656) | (25,581) | (35,529) |
Income before provision for income taxes | 728,463 | 811,950 | 822,781 |
Provision for income taxes | 223,570 | 298,566 | 313,082 |
Net income | 504,893 | 513,384 | 509,699 |
Other comprehensive income/(loss) | 42,982 | (23,496) | (9,336) |
Comprehensive income | $ 547,875 | $ 489,888 | $ 500,363 |
Basic net income per share (in dollars per share) | $ 3.59 | $ 3.60 | $ 3.52 |
Diluted net income per share (in dollars per share) | $ 3.57 | $ 3.59 | $ 3.51 |
Basic weighted average shares outstanding (in shares) | 140,610 | 142,706 | 144,967 |
Dilutive effect of outstanding stock awards (in shares) | 772 | 285 | 382 |
Diluted weighted average shares outstanding (in shares) | 141,382 | 142,991 | 145,349 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ 1,257,847 | $ 1,150,450 | $ 1,257,847 | $ 1,150,450 | $ 1,047,015 | ||
Net income | $ 152,556 | $ 122,080 | $ 122,303 | $ 118,963 | 504,893 | 513,384 | 509,699 |
Foreign currency translation adjustment | 42,982 | (23,496) | (9,336) | ||||
Dividends declared, $1.81 in 2017, $1.74 in 2016, and $1.57 in 2015 per share | (258,378) | (245,426) | (235,618) | ||||
Stock issued for employee benefit plans | $ 16,572 | (17,405) | 4,188 | ||||
Issuance of restricted stock (in shares) | 1,761,516 | ||||||
Issuance of restricted stock | $ 0 | 0 | 0 | ||||
Stock-based compensation expense | 41,814 | 38,554 | 58,067 | ||||
Excess tax benefit on deferred compensation and employee stock plans | 18,462 | 8,548 | |||||
Repurchase of common stock | (179,985) | (176,676) | (232,113) | ||||
Ending Balance | $ 1,425,745 | $ 1,257,847 | $ 1,425,745 | $ 1,257,847 | $ 1,150,450 | ||
Common Stock | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance (in shares) | 141,258,000 | 143,455,000 | 141,258,000 | 143,455,000 | 146,458,000 | ||
Beginning Balance | $ 14,126 | $ 14,345 | $ 14,126 | $ 14,345 | $ 14,646 | ||
Stock issued for employee benefit plans (in shares) | 612,000 | 32,000 | 254,000 | ||||
Stock issued for employee benefit plans | $ 61 | $ 3 | $ 25 | ||||
Issuance of restricted stock (in shares) | 97,000 | 221,000 | 164,000 | ||||
Issuance of restricted stock | $ 10 | $ 22 | $ 16 | ||||
Stock-based compensation expense (in shares) | 1,000 | 17,000 | |||||
Stock-based compensation expense | $ 3 | ||||||
Repurchase of common stock (in shares) | (2,426,000) | (2,467,000) | (3,421,000) | ||||
Repurchase of common stock | $ (243) | $ (247) | $ (342) | ||||
Ending Balance (in shares) | 139,542,000 | 141,258,000 | 139,542,000 | 141,258,000 | 143,455,000 | ||
Ending Balance | $ 13,954 | $ 14,126 | $ 13,954 | $ 14,126 | $ 14,345 | ||
Additional Paid-in Capital | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 419,280 | 379,444 | 419,280 | 379,444 | 321,968 | ||
Stock issued for employee benefit plans | (16,760) | (16,121) | (9,095) | ||||
Issuance of restricted stock | (10) | (22) | (16) | ||||
Stock-based compensation expense | 41,770 | 37,517 | 58,039 | ||||
Excess tax benefit on deferred compensation and employee stock plans | 18,462 | 8,548 | |||||
Ending Balance | 444,280 | 419,280 | 444,280 | 419,280 | 379,444 | ||
Retained Earnings | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 3,190,578 | 2,922,620 | 3,190,578 | 2,922,620 | 2,648,539 | ||
Net income | 504,893 | 513,384 | 509,699 | ||||
Dividends declared, $1.81 in 2017, $1.74 in 2016, and $1.57 in 2015 per share | (258,378) | (245,426) | (235,618) | ||||
Ending Balance | 3,437,093 | 3,190,578 | 3,437,093 | 3,190,578 | 2,922,620 | ||
Accumulated Other Comprehensive Loss | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | (61,442) | (37,946) | (61,442) | (37,946) | (28,610) | ||
Foreign currency translation adjustment | 42,982 | (23,496) | (9,336) | ||||
Ending Balance | (18,460) | (61,442) | (18,460) | (61,442) | (37,946) | ||
Treasury Stock | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ (2,304,695) | $ (2,128,013) | (2,304,695) | (2,128,013) | (1,909,528) | ||
Stock issued for employee benefit plans | 33,271 | (1,287) | 13,258 | ||||
Stock-based compensation expense | 44 | 1,034 | 28 | ||||
Repurchase of common stock | (179,742) | (176,429) | (231,771) | ||||
Ending Balance | $ (2,451,122) | $ (2,304,695) | $ (2,451,122) | $ (2,304,695) | $ (2,128,013) |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared, per share (in dollars per share) | $ 1.81 | $ 1.74 | $ 1.57 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES | |||
Net income | $ 504,893 | $ 513,384 | $ 509,699 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 92,977 | 74,669 | 66,409 |
Provision for doubtful accounts | 13,489 | 5,136 | 11,538 |
Stock-based compensation | 41,805 | 37,565 | 57,661 |
Deferred income taxes | (28,096) | 15,009 | (17,095) |
Excess tax benefit on stock-based compensation | (13,657) | (18,462) | (8,548) |
Other | 4,491 | 1,907 | 7,409 |
Changes in operating elements, net of effects of acquisitions: | |||
Receivables | (364,181) | (173,211) | 107,560 |
Prepaid expenses and other | (9,173) | (6,378) | (228) |
Other non-current assets | (19,099) | (3,934) | 741 |
Accounts payable and outstanding checks | 144,041 | 115,917 | (53,272) |
Accrued compensation | 7,209 | (47,570) | 18,580 |
Accrued income taxes | 18,817 | 19,921 | 13,726 |
Other accrued liabilities | (9,515) | (4,545) | 4,156 |
Net cash provided by operating activities | 384,001 | 529,408 | 718,336 |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (40,122) | (73,452) | (28,115) |
Purchases and development of software | (17,823) | (17,985) | (16,527) |
Acquisitions, net of cash acquired | (49,068) | (220,203) | (369,833) |
Restricted cash | 0 | 0 | 359,388 |
Other | (521) | (1,348) | 641 |
Net cash used for investing activities | (107,534) | (312,988) | (54,446) |
FINANCING ACTIVITIES | |||
Proceeds from stock issued for employee benefit plans | 38,130 | 19,271 | 15,557 |
Stock tendered for payment of withholding taxes | (21,557) | (36,678) | (11,368) |
Repurchase of common stock | (185,485) | (172,925) | (229,863) |
Cash dividends | (258,222) | (245,430) | (235,615) |
Excess tax benefit on stock-based compensation | 0 | 18,462 | 8,548 |
Proceeds from long-term borrowings | 250,000 | 0 | 0 |
Proceeds from short-term borrowings | 8,784,000 | 6,600,000 | 6,833,000 |
Payments on short-term borrowings | (8,809,000) | (6,310,000) | (6,988,000) |
Net cash used for financing activities | (202,134) | (127,300) | (607,741) |
Effect of exchange rates on cash | 11,891 | (9,683) | (16,860) |
Net change in cash and cash equivalents | 86,224 | 79,437 | 39,289 |
Cash and cash equivalents, beginning of year | 247,666 | 168,229 | 128,940 |
Cash and cash equivalents, end of year | 333,890 | 247,666 | 168,229 |
Supplemental cash flow disclosures | |||
Cash paid for income taxes | 262,861 | 269,187 | 311,800 |
Cash paid for interest | 37,871 | 28,908 | 28,537 |
Accrued share repurchases held in other accrued liabilities | $ 500 | $ 5,988 | $ 2,250 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 through a network of offices operating in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information, and our actual results could differ materially from those estimates. REVENUE RECOGNITION. Total revenues consist of the total dollar value of goods and services purchased from us by 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. 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 take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customs brokerage, managed services, freight forwarding, 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. ALLOWANCE FOR DOUBTFUL ACCOUNTS. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. We continuously monitor payments from our customers and maintain a provision for uncollectible accounts based upon our customer aging trends, historical loss experience, and any specific customer collection issues that we have identified. FOREIGN CURRENCY. Most balance sheet accounts of foreign subsidiaries are translated or remeasured at the current exchange rate as of the end of the year. Statement of operations items are translated at average exchange rates during the year. The resulting translation adjustment is recorded net of tax as a separate component of comprehensive income in our statements of operations and comprehensive income in 2015. In 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international businesses and now the translation adjustment is recorded gross of related income tax benefits. CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist of bank deposits. PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as prepaid rent, software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale. PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful lives of the improvements. We recognized the following depreciation expense (in thousands): 2017 $ 42,817 2016 36,212 2015 32,412 A summary of our property and equipment as of December 31 is as follows (in thousands): Useful Lives (in years) 2017 2016 Furniture, fixtures, and equipment 3 to 12 $ 277,014 $ 236,180 Buildings 3 to 30 130,712 130,050 Corporate aircraft 10 11,334 11,334 Leasehold improvements 3 to 15 50,616 40,312 Land 23,658 23,635 Construction in progress 4,575 8,534 Less accumulated depreciation (267,583 ) (217,092 ) Net property and equipment $ 230,326 $ 232,953 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 for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (November 30 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 2. OTHER INTANGIBLE ASSETS. Other intangible assets include definite-lived customer lists, non-competition agreements, and indefinite-lived trademarks. The definite-lived intangible assets are being amortized using the straight-line method over their estimated lives, ranging from 5 to 8 years. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The indefinite-lived trademarks are not amortized. Indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or annually, at a minimum. See Note 2. OTHER ASSETS. Other assets include such items as purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan. We amortize software using the straight-line method over 3 years. We recognized the following amortization expense of purchased and internally developed software (in thousands): 2017 $ 13,887 2016 11,404 2015 9,624 A summary of our purchased and internally developed software as of December 31 is as follows (in thousands): 2017 2016 Purchased software $ 25,805 $ 23,753 Internally developed software 55,165 51,507 Less accumulated amortization (54,194 ) (47,957 ) Net software $ 26,776 $ 27,303 INCOME TAXES. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The financial statement benefits of an uncertain income tax position are recognized when more likely than not, based on the technical merits, the position will be sustained upon examination. Unrecognized tax benefits are, more likely than not, owed to a taxing authority, and the amount of the contingency can be reasonably estimated. Uncertain income tax positions are included in “Noncurrent income taxes payable” in the consolidated balance sheets. COMPREHENSIVE INCOME. Our only component of other comprehensive income is foreign currency translation adjustment. It is presented on our consolidated statements of operations and comprehensive income gross of related income tax effects for 2017 and 2016, net of related income tax effects for 2015. STOCK-BASED COMPENSATION. We issue stock awards, including stock options, performance shares, and restricted stock units, to key employees and outside directors. In general, the awards vest over five years , either based on the company’s earnings growth or the passage of time. The related compensation expense for each award is recognized over the appropriate vesting period. The fair value of each share-based payment award is established on the date of grant. For grants of shares and restricted stock 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 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock 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. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was allocated to each segment based on their relative fair value at November 30, 2016 due to the reorganization of our reporting structure. After that date, we allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The change in the carrying amount of goodwill is as follows (in thousands): NAST Global Forwarding Robinson Fresh All Other and Corporate Total December 31, 2015 balance $ 815,639 $ 142,993 $ 125,469 $ 24,236 $ 1,108,337 Acquisitions 97,727 17,133 15,033 2,904 132,797 Translation (6,136 ) (1,076 ) (944 ) (182 ) (8,338 ) December 31, 2016 balance 907,230 159,050 139,558 26,958 1,232,796 Acquisitions 3,673 24,918 — — 28,591 Translation 10,583 1,905 1,627 314 14,429 December 31, 2017 balance $ 921,486 $ 185,873 $ 141,185 $ 27,272 $ 1,275,816 Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero analysis”). If the Step Zero analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, and additional impairment assessment is performed (“Step One Analysis”). Refer to Critical Accounting Policies and Estimates. No goodwill impairment has been recorded in any period presented. Identifiable intangible assets consisted of the following at December 31 (in thousands): 2017 2016 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 263,093 $ (122,103 ) $ 140,990 $ 244,036 $ (87,199 ) $ 156,837 Non-competition agreements 300 (180 ) 120 500 (287 ) 213 Total finite-lived intangibles 263,393 (122,283 ) 141,110 244,536 (87,486 ) 157,050 Indefinite-lived intangibles Trademarks 10,475 — 10,475 10,475 — 10,475 Total intangibles $ 273,868 $ (122,283 ) $ 151,585 $ 255,011 $ (87,486 ) $ 167,525 Amortization expense for other intangible assets was (in thousands): 2017 $ 36,273 2016 27,053 2015 24,373 Finite-lived intangible assets, by reportable segment, as of December 31, 2017 , will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding Robinson Fresh All Other and Corporate Total 2018 $ 7,820 $ 29,297 $ — $ 41 $ 37,158 2019 7,820 29,297 — — 37,117 2020 260 26,593 — — 26,853 2021 260 13,072 — — 13,332 2022 260 13,072 — — 13,332 Thereafter 480 12,838 — — 13,318 Total $ 141,110 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1-Quoted market prices in active markets for identical assets or liabilities. • Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. We had no Level 3 assets or liabilities as of and during the periods ended December 31, 2017 , or December 31, 2016 . There were no transfers between levels during the period. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Senior Unsecured Revolving Credit Facility On October 29, 2012, we entered into a senior unsecured revolving credit facility for up to $500 million with a $500 million accordion feature (the “Credit Agreement”), with a syndicate of financial institutions led by U.S. Bank. In December 2014, we amended the credit facility to increase the amount available from $500 million to $900 million and to extend the expiration date from October 2017 to December 2019. This facility allows us to continue to fund working capital, capital expenditures, dividends, and share repurchases. As of December 31, 2017 and 2016 , we had $715 million and $740 million in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the consolidated balance sheets. At December 31, 2017 , we had borrowing availability of $185 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. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50 percent , or (c) the sum of one-month LIBOR plus a specified margin). As of December 31, 2017 , the variable rate equaled LIBOR plus 1.13 percent . In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility. The weighted average interest rate incurred on borrowings during 2017 was approximately 2.2 percent and at December 31, 2017 , was approximately 2.7 percent . The weighted average interest rate incurred on borrowings during 2016 was approximately 1.5 percent and at December 31, 2016 , was approximately 1.9 percent . The Credit Agreement contains various restrictions and covenants. Among other requirements, we may not permit our leverage ratio, as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization to be greater than 0.65 to 1.00 . Additionally, as a result of amending the Note Purchase Agreement in February 2015, the ratio of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), as of the end of each of our fiscal quarters, may not exceed 3.00 to 1.00 . We were in compliance with the financial debt covenants as of December 31, 2017 . The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. Note Purchase Agreement 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, the Purchasers purchased, on August 27, 2013, (i) $175 million aggregate principal amount of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023 (the “Series A Notes”), (ii) $150 million 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 million 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, the “Notes”). Interest on the fixed-rate Notes is payable semi-annually in arrears. We applied the proceeds of the sale of the Notes for share repurchases. The Note Purchase Agreement contains customary provisions for transactions of this type, including representations and warranties regarding the company and its subsidiaries and various covenants, including covenants that require us to maintain specified financial ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit our leverage ratio, as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization to be greater than 0.65 to 1.00 ; we will not permit the interest coverage ratio, as of the end of each of our fiscal quarters and for the twelve-month period ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than 2.00 to 1.00 ; we will not permit, as of the end of each of our fiscal quarters, Consolidated Priority Debt to exceed 15% of Consolidated Total Assets. The Note Purchase Agreement was amended in February 2015 to conform its financial covenants to be consistent with the amended Credit Agreement. As a result of amending the Note Purchase Agreement in February 2015, the ratio of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), as of the end of each of our fiscal quarters, may not exceed 3.00 to 1.00 . We were in compliance with the financial debt covenants as of December 31, 2017 . 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. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount,” and accrued and unpaid interest (as defined in the Note Purchase Agreement) with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. The Notes were issued by the company to such initial Purchasers in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended. The Notes will not be and 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 was approximately $546.6 million at December 31, 2017 , and $528.0 million at December 31, 2016 . We estimate the fair value of our 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 credit risk. If our long-term debt was recorded at fair value, it would be classified as Level 2. U.S. Trade Accounts Receivable Securitization On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million . The borrowings outstanding under the Receivables Securitization Facility were $250 million as of December 31, 2017 , and are classified as long-term debt on the condensed consolidated balance sheets. The borrowings under the Receivables Securitization Facility were used to pay down amounts previously outstanding on the Credit Agreement. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rate plus a margin or 30 day LIBOR plus a margin for a combined rate of 2.0 percent for the year ended December 31, 2017 . The Receivables Securitization Facility expires on April 26, 2019, unless extended by the parties. There is a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions which provide for acceleration of amounts owed under 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. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability. As of December 31, 2017 , we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES C.H. Robinson Worldwide, Inc. and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent and requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. In connection with our initial analysis of the impact of the Tax Act, we have recorded a discrete net tax benefit of $12.1 million in the year ended December 31, 2017 . The net benefit consists of a benefit for the revaluation of deferred tax assets and liabilities of $22.9 million , a net expense for one-time impacts of the Tax Act of $6.8 million , and an expense for transition taxes of $4.0 million . We have not yet completed our accounting for the income tax effects of certain elements of the Tax Act but we were able to make reasonable estimates for elements in which our analysis is not complete and have therefore recorded provisional adjustments. These items include our revaluation of deferred tax assets and liabilities and the expense for transition taxes. During 2017, we recorded a net tax benefit of $19.7 million due to deductions under Section 199 of the Internal Revenue Code. 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 financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. This adoption resulted in a net tax benefit of $13.7 million during the year. During the first quarter of 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. In 2017, our indefinite reinvestment strategy, with respect to unremitted earnings of our foreign subsidiaries provided an approximate $3.7 million benefit to our provision for income taxes related to current year earnings. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $12.1 million as of December 31, 2017 . 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. Income before provision for income taxes consisted of (in thousands): 2017 2016 2015 Domestic $ 638,718 $ 710,931 $ 729,390 Foreign 89,745 101,019 93,391 Total $ 728,463 $ 811,950 $ 822,781 A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands): 2017 2016 2015 Unrecognized tax benefits, beginning of period $ 12,268 $ 13,271 $ 18,274 Additions based on tax positions related to the current year 4,014 — 1,520 Additions for tax positions of prior years 16,713 55 — Reductions for tax positions of prior years — (211 ) (810 ) Lapse in statute of limitations (1,189 ) (847 ) (5,188 ) Settlements — — (525 ) Unrecognized tax benefits, end of the period $ 31,806 $ 12,268 $ 13,271 As of December 31, 2017 , we had $38.6 million of unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized. We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next 12 months. Income tax expense considers amounts which may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued. We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2017 , 2016 , and 2015 , we recognized approximately $0.7 million $0.9 million , and $1.2 million in interest and penalties. We had approximately $6.8 million and $6.6 million for the payment of interest and penalties accrued within noncurrent income taxes payable as of December 31, 2017 and 2016 . These amounts are not included in the reconciliation above. The components of the provision for income taxes consist of the following for the years ended December 31 (in thousands): 2017 2016 2015 Tax provision: Federal $ 189,708 $ 222,685 $ 259,793 State 29,320 31,786 37,129 Foreign 32,638 29,086 33,255 251,666 283,557 330,177 Deferred provision (benefit): Federal (21,389 ) 13,936 (14,559 ) State (3,048 ) 1,986 (2,074 ) Foreign (3,659 ) (913 ) (462 ) (28,096 ) 15,009 (17,095 ) Total provision $ 223,570 $ 298,566 $ 313,082 Our provision for income taxes decreased by $19.7 million due to the benefit of deductions under section 199 of the Internal Revenue Code, by $13.7 million due to our adoption of ASU 2016-09, and $12.1 million due to the impact of the Tax Act. A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the years ended December 31 is as follows: 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.6 2.7 2.8 Tax Act impact (1.7 ) — — Section 199 deduction (2.8 ) — — ASU 2016-09 adoption (1.9 ) — — Other (0.5 ) (0.9 ) 0.3 Effective income tax rate 30.7 % 36.8 % 38.1 % Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands): 2017 2016 Deferred tax assets: Compensation $ 52,538 $ 80,338 Receivables 8,819 13,471 Other 7,892 11,433 Deferred tax liabilities: Intangible assets (81,932 ) (131,698 ) Prepaid assets (8,247 ) (14,540 ) Long-lived assets (15,465 ) (21,268 ) Other (2,090 ) (608 ) Net deferred tax liabilities $ (38,485 ) $ (62,872 ) The Tax Act reduces the corporate tax rate to 21 percent , effective January 1, 2018. Consequently, we have recorded a provisional decrease related to deferred tax assets and deferred tax liabilities of $34.4 million and $57.3 million , respectively. We had foreign net operating loss carryforwards with a tax effect of $10.9 million as of December 31, 2017 , and $9.0 million as of December 31, 2016 . The net operating loss carryforwards will expire at various dates from 2018 to 2025, with certain jurisdictions having indefinite carryforward terms. A full valuation allowance has been established for these net operating loss carryforwards due to the uncertainty of the use of the tax benefit in future periods. |
CAPITAL STOCK AND STOCK AWARD P
CAPITAL STOCK AND STOCK AWARD PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
CAPITAL STOCK AND STOCK AWARD PLANS | CAPITAL STOCK AND STOCK AWARD PLANS PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt. COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $.10 per share. Subject to the rights of preferred stock which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution. For each share of common stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable. 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 consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): 2017 2016 2015 Stock options $ 10,109 $ 9,178 $ 14,607 Stock awards 29,217 25,912 40,785 Company expense on ESPP discount 2,479 2,475 2,269 Total stock-based compensation expense $ 41,805 $ 37,565 $ 57,661 On May 12, 2016, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan, which allows us to grant certain stock awards, including stock options at fair market value and restricted shares and restricted stock units, to our key employees and outside directors. A maximum of 13,041,803 shares can be granted under this plan. Approximately 2,920,099 shares were available for stock awards under this plan as of December 31, 2017 . Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash, generally become available again for issuance under the plan. We have awarded performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five -year period, based on the company’s earnings growth. Any options remaining unvested at the end of the five -year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants. The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of December 31, 2017 , unrecognized compensation expense related to stock options was $58.4 million . The amount of future expense to be recognized will be based on the company’s earnings growth and certain other conditions. The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2017 , relate to performance-based grants from 2013 and 2014 and time-based grants from 2015 through 2017. Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Average Remaining Life (years) Outstanding at December 31, 2016 7,007,923 $ 67.00 $ 43,875 7.7 Grants 1,452,765 87.11 Exercised (388,135 ) 63.81 Terminated (690,481 ) 62.17 Outstanding at December 31, 2017 7,382,072 $ 71.58 $ 129,295 7.6 Vested at December 31, 2017 2,990,514 $ 65.79 6.3 Exercisable at December 31, 2017 2,990,514 $ 65.79 6.3 Additional potential dilutive stock options totaling 1,357,290 for 2017 have been excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock). Information on the intrinsic value of options exercised is as follows (in thousands): 2017 $ 6,026 2016 981 2015 400 The following table summarizes performance based options by vesting period: First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2014 December 31, 2018 1,412,773 11.83 403,149 December 31, 2015 December 31, 2019 1,271,223 14.17 682,926 2,683,996 $ 12.94 1,086,075 We issued no performance-based options in 2015, 2016, or 2017. We have awarded stock options 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. The following table summarizes these unvested stock option grants as of December 31, 2017 : First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2016 December 31, 2020 1,423,053 $ 12.66 855,984 December 31, 2017 December 31, 2021 1,253,169 $ 12.60 1,003,429 December 31, 2018 December 31, 2022 1,446,070 $ 14.24 1,446,070 4,122,292 $ 13.20 3,305,483 Determining Fair Value We estimated the fair value of stock options granted using the Black-Scholes option pricing model. We estimate the fair value of restricted shares and units using the Black-Scholes option pricing model-protective put method. A description of significant assumptions used to estimate the expected volatility, risk-free interest rate, and expected terms is as follows: Expected Volatility -Expected volatility was determined based on implied volatility of our traded options and historical volatility of our stock price. Risk-Free Interest Rate -The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues at the date of grant with a term equal to the expected term. Expected Term - Expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience and anticipated future exercise patterns, giving consideration to the contractual terms of unexercised stock-based awards. The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions: 2017 Grants 2016 Grants 2015 Grants Risk-free interest rate 2.27-2.28% 2.13-2.14% 1.95-1.96% Dividend per share (quarterly amounts) $0.45-0.46 $0.43-0.45 $0.38-0.43 Expected volatility factor 19.0-21.5% 20.0-21.5% 22.0-24.0% Expected option term 6.20 years 6.26 years 6.29 years Weighted average fair value per option $ 14.23 $ 12.60 $ 12.68 FULL VALUE AWARDS. We have awarded performance-based restricted shares and restricted stock units to certain key employees and non-employee directors. These awards are subject to certain vesting requirements over a five -year period, based on the company’s earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. The following table summarizes our unvested performance based restricted shares and restricted stock unit grants as of December 31, 2017 : Number of Shares and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 1,245,175 $ 55.90 Granted 310,071 74.14 Vested (121,030 ) 55.77 Forfeitures (218,757 ) 49.51 Unvested at December 31, 2017 1,215,459 $ 61.71 The following table summarizes performance based restricted shares and restricted stock units by vesting period: First Vesting Date Last Vesting Date Performance Shares and Stock Units Granted, Net of Forfeitures Weighted Average Grant Date Fair Value (1) Unvested Performance Shares and Restricted Stock Units December 31, 2014 December 31, 2018 387,587 $ 46.50 109,784 December 31, 2015 December 31, 2019 329,596 60.80 175,904 December 31, 2016 December 31, 2020 392,990 51.88 309,300 December 31, 2017 December 31, 2021 343,014 64.91 312,142 December 31, 2018 December 31, 2022 308,329 74.19 308,329 1,761,516 $ 58.71 1,215,459 ________________________ (1) Amount shown is the weighted average grant date fair value of performance shares and restricted stock units granted, net of forfeitures. We have also awarded time-based restricted shares and restricted stock units to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant and is being expensed over the vesting period of the award. The following table summarizes these unvested restricted share and restricted stock unit grants as of December 31, 2017 : Number of Restricted Shares and Stock Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 1,240,156 $ 56.70 Granted 280,097 74.17 Vested (386,859 ) 54.39 Forfeitures (75,944 ) 56.41 Unvested at December 31, 2017 1,057,450 $ 62.20 We have also issued to certain key employees and non-employee directors restricted stock units which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned. A summary of the fair value of full value awards vested (in thousands): 2017 $ 29,217 2016 25,912 2015 40,785 As of December 31, 2017 , there was unrecognized compensation expense of $140.8 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the company’s earnings growth and the continued employment of certain key employees. EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent . Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): Shares Purchased By Employees Aggregate Cost to Employees Expense Recognized By the Company 2017 215,613 $ 14,048 $ 2,479 2016 225,241 14,032 2,475 2015 228,103 13,045 2,269 SHARE REPURCHASE PROGRAMS. During 2013, our Board of Directors increased the number of shares authorized to be repurchased by 15,000,000 shares (the “2013 Program”). The activity under this authorization is as follows (dollar amounts in thousands): Shares Repurchased Total Value of Shares 2013 Program 2013 Repurchases 930,075 $ 57,689 2014 Repurchases 3,763,583 239,037 2015 Repurchases 3,420,681 232,113 2016 Repurchases 2,467,097 176,676 2017 Repurchases 2,426,407 179,985 As of December 31, 2017 , there were 1,992,157 shares remaining for repurchase under the 2013 authorization. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES EMPLOYEE BENEFIT PLANS. We offer a defined contribution plan, which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible U.S. employees. We can also elect to make matching contributions to the plan. Annual discretionary contributions may also be made to the plan. Defined contribution plan expense, including matching contributions, was approximately (in thousands): 2017 $ 27,530 2016 25,740 2015 46,507 We have committed to a defined contribution match of four percent of eligible compensation in 2018. We contributed a defined contribution match of four percent in 2017, 2016, and 2015. NONQUALIFIED DEFERRED COMPENSATION PLAN. All restricted shares vested but not yet delivered, as well as a deferred share award granted to our CEO, are held within this plan. LEASE COMMITMENTS. We lease certain facilities and equipment under operating leases. Information regarding our lease expense is as follows (in thousands): 2017 $ 60,864 2016 55,170 2015 56,210 Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2017 , are as follows (in thousands): 2018 $ 51,273 2019 46,172 2020 39,825 2021 29,851 2022 22,807 Thereafter 92,797 Total $ 282,725 In addition to minimum lease payments, we are typically responsible under our lease agreements to pay our pro rata share of maintenance expenses, common charges, and real estate taxes of the buildings in which we lease space. 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 16 contingent auto liability cases as of December 31, 2017 . 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 not able 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. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On August 31, 2017, we acquired all of 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 $47.3 million , which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 14,004 There was $28.6 million of goodwill recorded related to the acquisition of Milgram. 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 income tax related balances expected to be finalized in 2018. 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. Pro forma financial information for prior periods is not presented because we believe the acquisition to be not material to our consolidated results. On September 30, 2016, we acquired all of the outstanding stock of APC Logistics (“APC”) for the purpose of expanding our global presence and bringing additional capabilities and expertise to the company’s portfolio. 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 and cash equivalents $ 10,181 Receivables 37,190 Other current assets 2,609 Property and equipment 1,696 Identifiable intangible assets 78,842 Goodwill 132,797 Other noncurrent assets 70 Long term deferred tax asset 814 Total assets 264,199 Accounts payable (22,147 ) Accrued expenses (12,700 ) Net assets acquired $ 229,352 Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 78,842 The APC goodwill is a result of acquiring and retaining the APC existing workforce and expected synergies from integrating their business into ours. Purchase accounting is considered final. The goodwill will not be 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. On January 1, 2015, we acquired all of the outstanding stock of Freightquote.com, Inc., (“Freightquote”) for the purpose of enhancing our less than truckload (“LTL”) and truckload businesses and expanding our ecommerce capabilities. Total purchase consideration was $398.6 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 consideration to the estimated fair value of net assets for the acquisition of Freightquote (in thousands): Cash and cash equivalents $ 29,302 Receivables 56,228 Other current assets 2,395 Property and equipment 43,687 Identifiable intangible assets 37,800 Goodwill 287,220 Trademarks 8,600 Other noncurrent assets 3,421 Total assets 468,653 Accounts payable (44,622 ) Accrued expenses (5,485 ) Other liabilities (19,939 ) Net assets acquired $ 398,607 Following are the details of the purchase price allocated to the intangible assets acquired (dollars in thousands): Estimated Life (years) Customer relationships 5 $ 37,500 Noncompete agreements 5 300 Total identifiable intangible assets $ 37,800 We also acquired a trademark valued at $8.6 million , which has been determined to be indefinite-lived. The Freightquote goodwill is a result of acquiring and retaining the Freightquote existing workforce and expected synergies from integrating their business into ours. Purchase accounting is considered final. The goodwill will not be deductible for tax purposes. The results of operations of Freightquote have been included in our consolidated financial statements since the acquisition date of January 1, 2015. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify three reportable segments as follows: • North American Surface Transportation: NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload, LTL, and intermodal. • Global Forwarding: Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Australia, New Zealand, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. • Robinson Fresh: Robinson Fresh provides sourcing services under the trade name of Robinson Fresh. Our sourcing services primarily include the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the world and has a physical presence in North America, Europe, Asia, and South America. This segment often provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation services for its customers. • 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, our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. Segment information for prior years has been retroactively recast to align with current year presentation. Segment information as of, and for the years ended, December 31, 2017 , 2016 , and 2015 is as follows (dollars in thousands): Twelve months ended December 31, 2017 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 9,728,810 $ 2,140,987 $ 2,415,740 $ 583,843 $ — $ 14,869,380 Intersegment revenues (1) 462,390 30,198 167,292 18,174 (678,054 ) — Total Revenues $ 10,191,200 $ 2,171,185 $ 2,583,032 $ 602,017 $ (678,054 ) $ 14,869,380 Net Revenues $ 1,525,064 $ 485,280 $ 226,059 $ 131,647 $ — $ 2,368,050 Operating Income 628,110 91,842 53,374 1,793 — 775,119 Depreciation and amortization 23,230 33,308 4,730 31,709 — 92,977 Total assets (2) 2,277,252 821,182 434,080 703,320 — 4,235,834 Average headcount 6,907 4,310 957 2,513 — 14,687 Twelve months ended December 31, 2016 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 8,737,716 $ 1,574,686 $ 2,344,131 $ 487,880 $ — $ 13,144,413 Intersegment revenues (1) 298,438 30,311 119,403 2,211 (450,363 ) — Total Revenues $ 9,036,154 $ 1,604,997 $ 2,463,534 $ 490,091 $ (450,363 ) $ 13,144,413 Net Revenues $ 1,524,355 $ 397,537 $ 234,794 $ 120,842 $ — $ 2,277,528 Operating Income 674,436 80,931 75,757 6,407 — 837,531 Depreciation and amortization 22,126 23,099 3,782 25,662 — 74,669 Total assets (2) 2,088,611 703,741 376,654 518,752 — 3,687,758 Average headcount 6,773 3,673 942 2,282 — 13,670 Twelve months ended December 31, 2015 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 8,968,349 $ 1,639,944 $ 2,395,440 $ 472,351 $ — $ 13,476,084 Intersegment revenues (1) 271,557 19,102 89,033 2,107 (381,799 ) — Total Revenues $ 9,239,906 $ 1,659,046 $ 2,484,473 $ 474,458 $ (381,799 ) $ 13,476,084 Net Revenues $ 1,564,917 $ 365,467 $ 235,334 $ 102,762 $ — $ 2,268,480 Operating Income/(Loss) 718,329 76,081 81,332 (17,432 ) — 858,310 Depreciation and amortization 21,846 20,790 2,927 20,846 — 66,409 Total assets (2) 1,878,203 556,606 346,728 402,821 — 3,184,358 Average headcount 6,575 3,381 892 2,054 — 12,902 __________________________ (1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results. (2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. The following table presents our total revenues (based on location of the customer) and long-lived assets (including intangible and other assets) by geographic regions (in thousands): For the year ended December 31, 2017 2016 2015 Total revenues United States $ 12,865,087 $ 11,749,602 $ 12,097,633 Other locations 2,004,293 1,394,811 1,378,451 Total revenues $ 14,869,380 $ 13,144,413 $ 13,476,084 As of December 31, 2017 2016 2015 Long-lived assets United States $ 335,072 $ 348,299 $ 320,445 Other locations 107,140 96,311 24,878 Total long-lived assets $ 442,212 $ 444,610 $ 345,323 |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated other comprehensive loss [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets. The recorded balance at December 31, 2017 , and December 31, 2016 , was $18.5 million and $61.4 million , respectively, and is comprised solely of foreign currency translation adjustment. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Recently Issued Accounting Pronouncements [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers ,” and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $10 million . The adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. The new standard will expand our existing revenue recognition disclosures upon adoption beginning in the first quarter of 2018. 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 but will have no impact on income from operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases. See Note 7 to our consolidated financial statements which presents our operating lease commitments as of December 31, 2017 . In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grant date, and the exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. This adoption resulted in a decrease in our provision for income taxes for the year ended December 31, 2017 of $13.7 million . In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and other (Topic 350) . This update simplifies the accounting for goodwill impairment and removes Step 2 of 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. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We early adopted this ASU for our annual impairment test performed on November 30, 2017. There was no impact resulting from this adoption on our 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. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act. The amendment provides the option to reclassify stranded tax effects resulting from the 2017 Tax Act and within accumulated other comprehensive income (AOCI) to retained earnings. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures. |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY DATA (UNAUDITED) | SUPPLEMENTARY DATA (UNAUDITED) Our unaudited results of operations for each of the quarters in the years ended December 31, 2017 and 2016 , are summarized below (in thousands, except per share data). 2017 March 31 (a) June 30 September 30 December 31 (b) Revenues: Transportation $ 3,102,043 $ 3,319,995 $ 3,433,701 $ 3,647,167 Sourcing 313,082 390,023 350,750 312,619 Total revenues 3,415,125 3,710,018 3,784,451 3,959,786 Costs and expenses: Purchased transportation and related services 2,563,885 2,781,355 2,869,616 3,042,434 Purchased products sourced for resale 282,674 354,874 320,989 285,503 Personnel expenses 290,504 284,220 293,204 311,599 Other selling, general, and administrative expenses 90,104 107,749 106,177 109,374 Total costs and expenses 3,227,167 3,528,198 3,589,986 3,748,910 Income from operations 187,958 181,820 194,465 210,876 Net income $ 122,080 $ 111,071 $ 119,186 $ 152,556 Basic net income per share $ 0.86 $ 0.79 $ 0.85 $ 1.09 Diluted net income per share $ 0.86 $ 0.78 $ 0.85 $ 1.08 Basic weighted average shares outstanding 141,484 141,061 140,422 139,572 Dilutive effect of outstanding stock awards 374 526 600 1,152 Diluted weighted average shares outstanding 141,858 141,587 141,022 140,724 Market price range of common stock: High $ 81.16 $ 78.31 $ 76.16 $ 89.89 Low $ 72.17 $ 66.33 $ 63.41 $ 74.30 __________________________ (a) Our provision for income taxes decreased in the first quarter of 2017 by $13.7 million due to our adoption of ASU 2016-09. (b) Our provision for income taxes decreased in the fourth quarter by $19.7 million due to the benefit of deductions under section 199 of the Internal Revenue Code and $12.1 million due to the impact of the Tax Act. 2016 March 31 June 30 September 30 December 31 Revenues: Transportation $ 2,713,688 $ 2,881,496 $ 2,998,583 $ 3,110,978 Sourcing 360,255 418,245 357,171 303,997 Total revenues 3,073,943 3,299,741 3,355,754 3,414,975 Costs and expenses: Purchased transportation and related services 2,179,622 2,324,995 2,469,939 2,575,378 Purchased products sourced for resale 330,986 380,531 327,353 278,081 Personnel expenses 277,497 270,251 256,883 260,305 Other selling, general, and administrative expenses 86,886 90,217 90,312 107,646 Total costs and expenses 2,874,991 3,065,994 3,144,487 3,221,410 Income from operations 198,952 233,747 211,267 193,565 Net income $ 118,963 $ 143,090 $ 129,028 $ 122,303 Basic net income per share $ 0.83 $ 1.00 $ 0.90 $ 0.86 Diluted net income per share $ 0.83 $ 1.00 $ 0.90 $ 0.86 Basic weighted average shares outstanding 143,525 142,998 142,611 141,711 Dilutive effect of outstanding stock awards 133 218 272 453 Diluted weighted average shares outstanding 143,658 143,216 142,883 142,164 Market price range of common stock: High $ 75.11 $ 76.10 $ 75.69 $ 77.89 Low $ 60.31 $ 69.84 $ 66.62 $ 65.57 |
SCHEDULE II. VALUATION AND QUAL
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II. VALUTAION AND QUALIFYING ACCOUNTS | SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS Allowance for Doubtful Accounts The transactions in the allowance for doubtful accounts for the years ended December 31, were as follows (in thousands): 2017 2016 2015 Balance, beginning of year $ 39,543 $ 43,455 $ 41,051 Provision 13,489 5,136 11,538 Write-offs (10,623 ) (9,048 ) (9,134 ) Balance, end of year $ 42,409 $ 39,543 $ 43,455 INDEX TO EXHIBITS Number Description 2.1 Agreement and Plan of Merger dated December 1, 2014 among C.H. Robinson Company Inc., Jayhawk Merger Subsidiary, Inc., Freightquote.com, Inc., and the Stockholders’ Representative named therein (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 2, 2014) 2.2 Share Sale Agreement dated August 26, 2016 by and among C.H. Robinson (Australia) Pty Ltd, and each of the vendors set forth on Schedule 1 of the Agreement (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 31, 2016) 3.1 Certificate of Incorporation of the Company (as amended on May 19, 2012 and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed May 15, 2012) 3.2 Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed on August 15, 1997, Registration No. 333-33731) 4.1 Form of Certificate for Common Stock (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on October 9, 1997, Registration No. 333-33731, file no. 000-23189) †10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (Incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006, file no. 000-23189) †10.2 Amended and restated C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 1, 2016 on file no. 000-23189) 10.3 Credit Agreement dated as of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto, and U.S. Bank National Association, as Administrative Agent for the Lenders, as Swing Line Lender and as LC Issuer (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed November 1, 2012) 10.4 Omnibus Amendment dated December 31, 2014 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement dated, as of October 29, 2012, by and among the C.H. Robinson Company, Inc., the lenders, and U.S. Bank National Association, as LC Issuer Swing Line Lender and Administrative Agent for the Lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 6, 2015) 10.5 Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and J.P. Morgan Securities LLC, as agent for JP Morgan Chase Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2013) 10.6 Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2013) 10.7 Note Purchase Agreement dated as of August 23, 2013, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 26, 2013) 10.8 First Amendment to Note Purchase Agreement dated February 20, 2015, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.8 to the Registrant Annual Report on Form 10-K for the year ended December 31, 2014) 10.9 Receivables Purchase Agreement, dated as of April 26, 2017, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, Gotham Funding Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017) 10.10 Receivables Sale Agreement, dated as of April 26, 2017, by and among C.H. Robinson Company Inc., C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017) 10.11 Performance Guaranty, dated as of April 26, 2017, made by C.H. Robinson Worldwide, Inc. for the benefit of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Wells Fargo Bank, National Association, Gotham Funding Corporation and other affected parties (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 28, 2017) †10.12 C.H. Robinson Worldwide, Inc. 2015 Non-Equity Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015, file no. 000-23189) †10.13 Robinson Companies Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on 10-K for the year ended December 31, 2012) †10.14 Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H. Robinson Worldwide, Inc. and John P. Wiehoff (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000, file no. 000-23189) Number Description †10.15 2012 Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, file no. 000-23189) †10.16 2012 Form of Restricted Stock Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011) †10.17 2012 Form of Restricted Stock Award for Officers (Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011) †10.18 2012 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012) †10.19 Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014) †10.20 Form of Performance Share Award for Officers (Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014) †10.21 Form of Performance Share Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014) †10.22 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014) †10.23 Form of Incentive Stock Option (Time-Based U.S.) Agreement (Incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015) †10.24 Form of Key Employee Agreement (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013) †10.25 Form of Employee Confidentiality and Protection of Business Agreement (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013) *21 Subsidiaries of the Company *23.1 Consent of Deloitte & Touche LLP *24 Powers of Attorney *31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *101 The following financial statements from our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 28, 2018, formatted in XBRL: (i) Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2017, 2016, and 2015, (ii) Consolidated Balance Sheets as of December 31, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016, (iv) Consolidated Statements of Stockholders’ Investment for the years ended 2017, 2016, and 2015, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text * Filed herewith † Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of the Form 10-K Report |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions through a network of offices operating in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. |
USE OF ESTIMATES | USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information, and our actual results could differ materially from those estimates. |
REVENUE RECOGNITION | REVENUE RECOGNITION. Total revenues consist of the total dollar value of goods and services purchased from us by 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. 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 take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customs brokerage, managed services, freight forwarding, 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. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. We continuously monitor payments from our customers and maintain a provision for uncollectible accounts based upon our customer aging trends, historical loss experience, and any specific customer collection issues that we have identified. |
FOREIGN CURRENCY | FOREIGN CURRENCY. Most balance sheet accounts of foreign subsidiaries are translated or remeasured at the current exchange rate as of the end of the year. Statement of operations items are translated at average exchange rates during the year. The resulting translation adjustment is recorded net of tax as a separate component of comprehensive income in our statements of operations and comprehensive income in 2015. In 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international businesses and now the translation adjustment is recorded gross of related income tax benefits. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist of bank deposits. |
PREPAID EXPENSES AND OTHER | PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as prepaid rent, software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful lives of the improvements. |
GOODWILL | 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 for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (November 30 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero analysis”). If the Step Zero analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, and additional impairment assessment is performed (“Step One Analysis”). Refer to Critical Accounting Policies and Estimates. |
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS. Other intangible assets include definite-lived customer lists, non-competition agreements, and indefinite-lived trademarks. The definite-lived intangible assets are being amortized using the straight-line method over their estimated lives, ranging from 5 to 8 years. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The indefinite-lived trademarks are not amortized. Indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or annually, at a minimum. |
OTHER ASSETS | OTHER ASSETS. Other assets include such items as purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan. We amortize software using the straight-line method over 3 years. |
INCOME TAXES | INCOME TAXES. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The financial statement benefits of an uncertain income tax position are recognized when more likely than not, based on the technical merits, the position will be sustained upon examination. Unrecognized tax benefits are, more likely than not, owed to a taxing authority, and the amount of the contingency can be reasonably estimated. Uncertain income tax positions are included in “Noncurrent income taxes payable” in the consolidated balance sheets. |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME. Our only component of other comprehensive income is foreign currency translation adjustment. It is presented on our consolidated statements of operations and comprehensive income gross of related income tax effects for 2017 and 2016, net of related income tax effects for 2015. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION. We issue stock awards, including stock options, performance shares, and restricted stock units, to key employees and outside directors. In general, the awards vest over five years , either based on the company’s earnings growth or the passage of time. The related compensation expense for each award is recognized over the appropriate vesting period. The fair value of each share-based payment award is established on the date of grant. For grants of shares and restricted stock 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 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock 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. |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1-Quoted market prices in active markets for identical assets or liabilities. • Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. |
RECENTLY ISSUED ACCOUNTING PRNOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers ,” and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $10 million . The adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. The new standard will expand our existing revenue recognition disclosures upon adoption beginning in the first quarter of 2018. 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 but will have no impact on income from operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases. See Note 7 to our consolidated financial statements which presents our operating lease commitments as of December 31, 2017 . In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grant date, and the exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. This adoption resulted in a decrease in our provision for income taxes for the year ended December 31, 2017 of $13.7 million . In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and other (Topic 350) . This update simplifies the accounting for goodwill impairment and removes Step 2 of 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. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We early adopted this ASU for our annual impairment test performed on November 30, 2017. There was no impact resulting from this adoption on our 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. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act. The amendment provides the option to reclassify stranded tax effects resulting from the 2017 Tax Act and within accumulated other comprehensive income (AOCI) to retained earnings. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Expense | We recognized the following depreciation expense (in thousands): 2017 $ 42,817 2016 36,212 2015 32,412 |
Property, Plant and Equipment | A summary of our property and equipment as of December 31 is as follows (in thousands): Useful Lives (in years) 2017 2016 Furniture, fixtures, and equipment 3 to 12 $ 277,014 $ 236,180 Buildings 3 to 30 130,712 130,050 Corporate aircraft 10 11,334 11,334 Leasehold improvements 3 to 15 50,616 40,312 Land 23,658 23,635 Construction in progress 4,575 8,534 Less accumulated depreciation (267,583 ) (217,092 ) Net property and equipment $ 230,326 $ 232,953 |
Schedule of Amortization Expense of Software | We recognized the following amortization expense of purchased and internally developed software (in thousands): 2017 $ 13,887 2016 11,404 2015 9,624 |
Schedule of Other Assets, Noncurrent | A summary of our purchased and internally developed software as of December 31 is as follows (in thousands): 2017 2016 Purchased software $ 25,805 $ 23,753 Internally developed software 55,165 51,507 Less accumulated amortization (54,194 ) (47,957 ) Net software $ 26,776 $ 27,303 |
GOODWILL AND OTHER INTANGIBLE23
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill is as follows (in thousands): NAST Global Forwarding Robinson Fresh All Other and Corporate Total December 31, 2015 balance $ 815,639 $ 142,993 $ 125,469 $ 24,236 $ 1,108,337 Acquisitions 97,727 17,133 15,033 2,904 132,797 Translation (6,136 ) (1,076 ) (944 ) (182 ) (8,338 ) December 31, 2016 balance 907,230 159,050 139,558 26,958 1,232,796 Acquisitions 3,673 24,918 — — 28,591 Translation 10,583 1,905 1,627 314 14,429 December 31, 2017 balance $ 921,486 $ 185,873 $ 141,185 $ 27,272 $ 1,275,816 |
Schedule of Intangible Assets | Identifiable intangible assets consisted of the following at December 31 (in thousands): 2017 2016 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 263,093 $ (122,103 ) $ 140,990 $ 244,036 $ (87,199 ) $ 156,837 Non-competition agreements 300 (180 ) 120 500 (287 ) 213 Total finite-lived intangibles 263,393 (122,283 ) 141,110 244,536 (87,486 ) 157,050 Indefinite-lived intangibles Trademarks 10,475 — 10,475 10,475 — 10,475 Total intangibles $ 273,868 $ (122,283 ) $ 151,585 $ 255,011 $ (87,486 ) $ 167,525 |
Schedule of Amortization Expense | Amortization expense for other intangible assets was (in thousands): 2017 $ 36,273 2016 27,053 2015 24,373 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Finite-lived intangible assets, by reportable segment, as of December 31, 2017 , will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding Robinson Fresh All Other and Corporate Total 2018 $ 7,820 $ 29,297 $ — $ 41 $ 37,158 2019 7,820 29,297 — — 37,117 2020 260 26,593 — — 26,853 2021 260 13,072 — — 13,332 2022 260 13,072 — — 13,332 Thereafter 480 12,838 — — 13,318 Total $ 141,110 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before provision for income taxes consisted of (in thousands): 2017 2016 2015 Domestic $ 638,718 $ 710,931 $ 729,390 Foreign 89,745 101,019 93,391 Total $ 728,463 $ 811,950 $ 822,781 |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands): 2017 2016 2015 Unrecognized tax benefits, beginning of period $ 12,268 $ 13,271 $ 18,274 Additions based on tax positions related to the current year 4,014 — 1,520 Additions for tax positions of prior years 16,713 55 — Reductions for tax positions of prior years — (211 ) (810 ) Lapse in statute of limitations (1,189 ) (847 ) (5,188 ) Settlements — — (525 ) Unrecognized tax benefits, end of the period $ 31,806 $ 12,268 $ 13,271 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes consist of the following for the years ended December 31 (in thousands): 2017 2016 2015 Tax provision: Federal $ 189,708 $ 222,685 $ 259,793 State 29,320 31,786 37,129 Foreign 32,638 29,086 33,255 251,666 283,557 330,177 Deferred provision (benefit): Federal (21,389 ) 13,936 (14,559 ) State (3,048 ) 1,986 (2,074 ) Foreign (3,659 ) (913 ) (462 ) (28,096 ) 15,009 (17,095 ) Total provision $ 223,570 $ 298,566 $ 313,082 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the years ended December 31 is as follows: 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.6 2.7 2.8 Tax Act impact (1.7 ) — — Section 199 deduction (2.8 ) — — ASU 2016-09 adoption (1.9 ) — — Other (0.5 ) (0.9 ) 0.3 Effective income tax rate 30.7 % 36.8 % 38.1 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands): 2017 2016 Deferred tax assets: Compensation $ 52,538 $ 80,338 Receivables 8,819 13,471 Other 7,892 11,433 Deferred tax liabilities: Intangible assets (81,932 ) (131,698 ) Prepaid assets (8,247 ) (14,540 ) Long-lived assets (15,465 ) (21,268 ) Other (2,090 ) (608 ) Net deferred tax liabilities $ (38,485 ) $ (62,872 ) |
CAPITAL STOCK AND STOCK AWARD25
CAPITAL STOCK AND STOCK AWARD PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | A summary of our total compensation expense recognized in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): 2017 2016 2015 Stock options $ 10,109 $ 9,178 $ 14,607 Stock awards 29,217 25,912 40,785 Company expense on ESPP discount 2,479 2,475 2,269 Total stock-based compensation expense $ 41,805 $ 37,565 $ 57,661 |
Schedule of Share-based Compensation, Stock Options, Activity | The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2017 , relate to performance-based grants from 2013 and 2014 and time-based grants from 2015 through 2017. Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Average Remaining Life (years) Outstanding at December 31, 2016 7,007,923 $ 67.00 $ 43,875 7.7 Grants 1,452,765 87.11 Exercised (388,135 ) 63.81 Terminated (690,481 ) 62.17 Outstanding at December 31, 2017 7,382,072 $ 71.58 $ 129,295 7.6 Vested at December 31, 2017 2,990,514 $ 65.79 6.3 Exercisable at December 31, 2017 2,990,514 $ 65.79 6.3 |
Schedule of Intrinsic Value of Options Exercised | Information on the intrinsic value of options exercised is as follows (in thousands): 2017 $ 6,026 2016 981 2015 400 |
Schedule of Share-based Compensation, Activity | The following table summarizes these unvested stock option grants as of December 31, 2017 : First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2016 December 31, 2020 1,423,053 $ 12.66 855,984 December 31, 2017 December 31, 2021 1,253,169 $ 12.60 1,003,429 December 31, 2018 December 31, 2022 1,446,070 $ 14.24 1,446,070 4,122,292 $ 13.20 3,305,483 The following table summarizes performance based restricted shares and restricted stock units by vesting period: First Vesting Date Last Vesting Date Performance Shares and Stock Units Granted, Net of Forfeitures Weighted Average Grant Date Fair Value (1) Unvested Performance Shares and Restricted Stock Units December 31, 2014 December 31, 2018 387,587 $ 46.50 109,784 December 31, 2015 December 31, 2019 329,596 60.80 175,904 December 31, 2016 December 31, 2020 392,990 51.88 309,300 December 31, 2017 December 31, 2021 343,014 64.91 312,142 December 31, 2018 December 31, 2022 308,329 74.19 308,329 1,761,516 $ 58.71 1,215,459 ________________________ (1) Amount shown is the weighted average grant date fair value of performance shares and restricted stock units granted, net of forfeitures. The following table summarizes performance based options by vesting period: First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2014 December 31, 2018 1,412,773 11.83 403,149 December 31, 2015 December 31, 2019 1,271,223 14.17 682,926 2,683,996 $ 12.94 1,086,075 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions: 2017 Grants 2016 Grants 2015 Grants Risk-free interest rate 2.27-2.28% 2.13-2.14% 1.95-1.96% Dividend per share (quarterly amounts) $0.45-0.46 $0.43-0.45 $0.38-0.43 Expected volatility factor 19.0-21.5% 20.0-21.5% 22.0-24.0% Expected option term 6.20 years 6.26 years 6.29 years Weighted average fair value per option $ 14.23 $ 12.60 $ 12.68 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes our unvested performance based restricted shares and restricted stock unit grants as of December 31, 2017 : Number of Shares and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 1,245,175 $ 55.90 Granted 310,071 74.14 Vested (121,030 ) 55.77 Forfeitures (218,757 ) 49.51 Unvested at December 31, 2017 1,215,459 $ 61.71 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes these unvested restricted share and restricted stock unit grants as of December 31, 2017 : Number of Restricted Shares and Stock Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 1,240,156 $ 56.70 Granted 280,097 74.17 Vested (386,859 ) 54.39 Forfeitures (75,944 ) 56.41 Unvested at December 31, 2017 1,057,450 $ 62.20 |
Schedule Of Fair Value Stock Awards Vested | A summary of the fair value of full value awards vested (in thousands): 2017 $ 29,217 2016 25,912 2015 40,785 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): Shares Purchased By Employees Aggregate Cost to Employees Expense Recognized By the Company 2017 215,613 $ 14,048 $ 2,479 2016 225,241 14,032 2,475 2015 228,103 13,045 2,269 |
Share Repurchase Program Disclosure | The activity under this authorization is as follows (dollar amounts in thousands): Shares Repurchased Total Value of Shares 2013 Program 2013 Repurchases 930,075 $ 57,689 2014 Repurchases 3,763,583 239,037 2015 Repurchases 3,420,681 232,113 2016 Repurchases 2,467,097 176,676 2017 Repurchases 2,426,407 179,985 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Costs of Retirement Plans | Defined contribution plan expense, including matching contributions, was approximately (in thousands): 2017 $ 27,530 2016 25,740 2015 46,507 |
Schedule of Lease Expenses | Information regarding our lease expense is as follows (in thousands): 2017 $ 60,864 2016 55,170 2015 56,210 |
Operating Leases of Lessee Disclosure | Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2017 , are as follows (in thousands): 2018 $ 51,273 2019 46,172 2020 39,825 2021 29,851 2022 22,807 Thereafter 92,797 Total $ 282,725 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 78,842 Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 14,004 Following are the details of the purchase price allocated to the intangible assets acquired (dollars in thousands): Estimated Life (years) Customer relationships 5 $ 37,500 Noncompete agreements 5 300 Total identifiable intangible assets $ 37,800 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 and cash equivalents $ 10,181 Receivables 37,190 Other current assets 2,609 Property and equipment 1,696 Identifiable intangible assets 78,842 Goodwill 132,797 Other noncurrent assets 70 Long term deferred tax asset 814 Total assets 264,199 Accounts payable (22,147 ) Accrued expenses (12,700 ) Net assets acquired $ 229,352 The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Freightquote (in thousands): Cash and cash equivalents $ 29,302 Receivables 56,228 Other current assets 2,395 Property and equipment 43,687 Identifiable intangible assets 37,800 Goodwill 287,220 Trademarks 8,600 Other noncurrent assets 3,421 Total assets 468,653 Accounts payable (44,622 ) Accrued expenses (5,485 ) Other liabilities (19,939 ) Net assets acquired $ 398,607 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information as of, and for the years ended, December 31, 2017 , 2016 , and 2015 is as follows (dollars in thousands): Twelve months ended December 31, 2017 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 9,728,810 $ 2,140,987 $ 2,415,740 $ 583,843 $ — $ 14,869,380 Intersegment revenues (1) 462,390 30,198 167,292 18,174 (678,054 ) — Total Revenues $ 10,191,200 $ 2,171,185 $ 2,583,032 $ 602,017 $ (678,054 ) $ 14,869,380 Net Revenues $ 1,525,064 $ 485,280 $ 226,059 $ 131,647 $ — $ 2,368,050 Operating Income 628,110 91,842 53,374 1,793 — 775,119 Depreciation and amortization 23,230 33,308 4,730 31,709 — 92,977 Total assets (2) 2,277,252 821,182 434,080 703,320 — 4,235,834 Average headcount 6,907 4,310 957 2,513 — 14,687 Twelve months ended December 31, 2016 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 8,737,716 $ 1,574,686 $ 2,344,131 $ 487,880 $ — $ 13,144,413 Intersegment revenues (1) 298,438 30,311 119,403 2,211 (450,363 ) — Total Revenues $ 9,036,154 $ 1,604,997 $ 2,463,534 $ 490,091 $ (450,363 ) $ 13,144,413 Net Revenues $ 1,524,355 $ 397,537 $ 234,794 $ 120,842 $ — $ 2,277,528 Operating Income 674,436 80,931 75,757 6,407 — 837,531 Depreciation and amortization 22,126 23,099 3,782 25,662 — 74,669 Total assets (2) 2,088,611 703,741 376,654 518,752 — 3,687,758 Average headcount 6,773 3,673 942 2,282 — 13,670 Twelve months ended December 31, 2015 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated Revenues $ 8,968,349 $ 1,639,944 $ 2,395,440 $ 472,351 $ — $ 13,476,084 Intersegment revenues (1) 271,557 19,102 89,033 2,107 (381,799 ) — Total Revenues $ 9,239,906 $ 1,659,046 $ 2,484,473 $ 474,458 $ (381,799 ) $ 13,476,084 Net Revenues $ 1,564,917 $ 365,467 $ 235,334 $ 102,762 $ — $ 2,268,480 Operating Income/(Loss) 718,329 76,081 81,332 (17,432 ) — 858,310 Depreciation and amortization 21,846 20,790 2,927 20,846 — 66,409 Total assets (2) 1,878,203 556,606 346,728 402,821 — 3,184,358 Average headcount 6,575 3,381 892 2,054 — 12,902 __________________________ (1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results. (2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. |
Schedule Of Revenues and Long Lived Assets by Geographic Regions | The following table presents our total revenues (based on location of the customer) and long-lived assets (including intangible and other assets) by geographic regions (in thousands): For the year ended December 31, 2017 2016 2015 Total revenues United States $ 12,865,087 $ 11,749,602 $ 12,097,633 Other locations 2,004,293 1,394,811 1,378,451 Total revenues $ 14,869,380 $ 13,144,413 $ 13,476,084 As of December 31, 2017 2016 2015 Long-lived assets United States $ 335,072 $ 348,299 $ 320,445 Other locations 107,140 96,311 24,878 Total long-lived assets $ 442,212 $ 444,610 $ 345,323 |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Our unaudited results of operations for each of the quarters in the years ended December 31, 2017 and 2016 , are summarized below (in thousands, except per share data). 2017 March 31 (a) June 30 September 30 December 31 (b) Revenues: Transportation $ 3,102,043 $ 3,319,995 $ 3,433,701 $ 3,647,167 Sourcing 313,082 390,023 350,750 312,619 Total revenues 3,415,125 3,710,018 3,784,451 3,959,786 Costs and expenses: Purchased transportation and related services 2,563,885 2,781,355 2,869,616 3,042,434 Purchased products sourced for resale 282,674 354,874 320,989 285,503 Personnel expenses 290,504 284,220 293,204 311,599 Other selling, general, and administrative expenses 90,104 107,749 106,177 109,374 Total costs and expenses 3,227,167 3,528,198 3,589,986 3,748,910 Income from operations 187,958 181,820 194,465 210,876 Net income $ 122,080 $ 111,071 $ 119,186 $ 152,556 Basic net income per share $ 0.86 $ 0.79 $ 0.85 $ 1.09 Diluted net income per share $ 0.86 $ 0.78 $ 0.85 $ 1.08 Basic weighted average shares outstanding 141,484 141,061 140,422 139,572 Dilutive effect of outstanding stock awards 374 526 600 1,152 Diluted weighted average shares outstanding 141,858 141,587 141,022 140,724 Market price range of common stock: High $ 81.16 $ 78.31 $ 76.16 $ 89.89 Low $ 72.17 $ 66.33 $ 63.41 $ 74.30 __________________________ (a) Our provision for income taxes decreased in the first quarter of 2017 by $13.7 million due to our adoption of ASU 2016-09. (b) Our provision for income taxes decreased in the fourth quarter by $19.7 million due to the benefit of deductions under section 199 of the Internal Revenue Code and $12.1 million due to the impact of the Tax Act. 2016 March 31 June 30 September 30 December 31 Revenues: Transportation $ 2,713,688 $ 2,881,496 $ 2,998,583 $ 3,110,978 Sourcing 360,255 418,245 357,171 303,997 Total revenues 3,073,943 3,299,741 3,355,754 3,414,975 Costs and expenses: Purchased transportation and related services 2,179,622 2,324,995 2,469,939 2,575,378 Purchased products sourced for resale 330,986 380,531 327,353 278,081 Personnel expenses 277,497 270,251 256,883 260,305 Other selling, general, and administrative expenses 86,886 90,217 90,312 107,646 Total costs and expenses 2,874,991 3,065,994 3,144,487 3,221,410 Income from operations 198,952 233,747 211,267 193,565 Net income $ 118,963 $ 143,090 $ 129,028 $ 122,303 Basic net income per share $ 0.83 $ 1.00 $ 0.90 $ 0.86 Diluted net income per share $ 0.83 $ 1.00 $ 0.90 $ 0.86 Basic weighted average shares outstanding 143,525 142,998 142,611 141,711 Dilutive effect of outstanding stock awards 133 218 272 453 Diluted weighted average shares outstanding 143,658 143,216 142,883 142,164 Market price range of common stock: High $ 75.11 $ 76.10 $ 75.69 $ 77.89 Low $ 60.31 $ 69.84 $ 66.62 $ 65.57 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Depreciation expense | $ 42,817 | $ 36,212 | $ 32,412 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 497,909 | $ 450,045 |
Less accumulated depreciation | (267,583) | (217,092) |
Net property and equipment | 230,326 | 232,953 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 277,014 | 236,180 |
Furniture, fixtures, and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Furniture, fixtures, and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 12 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 130,712 | 130,050 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 30 years | |
Corporate aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Property and equipment | $ 11,334 | 11,334 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 50,616 | 40,312 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 15 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 23,658 | 23,635 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4,575 | $ 8,534 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Option | |
Significant Accounting Policies [Line Items] | |
Stock award, vesting period | 5 years |
Full Value Awards | |
Significant Accounting Policies [Line Items] | |
Stock award, vesting period | 5 years |
Software | |
Significant Accounting Policies [Line Items] | |
Intangible assets, estimated lives | 3 years |
Minimum | |
Significant Accounting Policies [Line Items] | |
Intangible assets, estimated lives | 5 years |
Minimum | Full Value Awards | |
Significant Accounting Policies [Line Items] | |
Restricted shares and restricted units grants, discount for post-vesting holding restrictions | 15.00% |
Maximum | |
Significant Accounting Policies [Line Items] | |
Intangible assets, estimated lives | 8 years |
Maximum | Full Value Awards | |
Significant Accounting Policies [Line Items] | |
Restricted shares and restricted units grants, discount for post-vesting holding restrictions | 21.00% |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Amortization Expense of Purchased and Internally Developed Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 13,887 | $ 11,404 | $ 9,624 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Purchased and Internally Developed Software (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ (122,283) | $ (87,486) |
Net | 141,110 | 157,050 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | (54,194) | (47,957) |
Net | 26,776 | 27,303 |
Software | Purchased software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | 25,805 | 23,753 |
Software | Internally developed software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 55,165 | $ 51,507 |
GOODWILL AND OTHER INTANGIBLE35
GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 1,232,796 | $ 1,108,337 |
Acquisitions | 28,591 | 132,797 |
Translation | 14,429 | (8,338) |
Balance, end of year | 1,275,816 | 1,232,796 |
NAST | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 907,230 | 815,639 |
Acquisitions | 3,673 | 97,727 |
Translation | 10,583 | (6,136) |
Balance, end of year | 921,486 | 907,230 |
Global Forwarding | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 159,050 | 142,993 |
Acquisitions | 24,918 | 17,133 |
Translation | 1,905 | (1,076) |
Balance, end of year | 185,873 | 159,050 |
Robinson Fresh | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 139,558 | 125,469 |
Acquisitions | 0 | 15,033 |
Translation | 1,627 | (944) |
Balance, end of year | 141,185 | 139,558 |
All Other and Corporate | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 26,958 | 24,236 |
Acquisitions | 0 | 2,904 |
Translation | 314 | (182) |
Balance, end of year | $ 27,272 | $ 26,958 |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | $ 263,393 | $ 244,536 |
Accumulated Amortization | (122,283) | (87,486) |
Net | 141,110 | 157,050 |
Indefinite-lived intangibles | ||
Total intangibles, Cost | 273,868 | 255,011 |
Total intangibles, Net | 151,585 | 167,525 |
Trademarks | ||
Indefinite-lived intangibles | ||
Indefinite-lived intangibles | 10,475 | 10,475 |
Customer relationships | ||
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | 263,093 | 244,036 |
Accumulated Amortization | (122,103) | (87,199) |
Net | 140,990 | 156,837 |
Noncompete agreements | ||
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | 300 | 500 |
Accumulated Amortization | (180) | (287) |
Net | $ 120 | $ 213 |
GOODWILL AND OTHER INTANGIBLE37
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 36,273 | $ 27,053 | $ 24,373 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Estimated amortization expense | ||
2,018 | $ 37,158 | |
2,019 | 37,117 | |
2,020 | 26,853 | |
2,021 | 13,332 | |
2,022 | 13,332 | |
Thereafter | 13,318 | |
Net | 141,110 | $ 157,050 |
NAST | ||
Estimated amortization expense | ||
2,018 | 7,820 | |
2,019 | 7,820 | |
2,020 | 260 | |
2,021 | 260 | |
2,022 | 260 | |
Thereafter | 480 | |
Global Forwarding | ||
Estimated amortization expense | ||
2,018 | 29,297 | |
2,019 | 29,297 | |
2,020 | 26,593 | |
2,021 | 13,072 | |
2,022 | 13,072 | |
Thereafter | 12,838 | |
Robinson Fresh | ||
Estimated amortization expense | ||
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | 0 | |
All Other and Corporate | ||
Estimated amortization expense | ||
2,018 | 41 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | $ 0 |
FAIR VALUE MEASUREMENT - Additi
FAIR VALUE MEASUREMENT - Additional Information (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities and assets at fair value | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Additi
FINANCING ARRANGEMENTS - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 26, 2017USD ($) | Dec. 31, 2014USD ($) | Aug. 23, 2013USD ($) | Oct. 29, 2012USD ($) | |
Debt Instrument [Line Items] | ||||||
Current portion of debt | $ 715,000,000 | $ 740,000,000 | ||||
Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt fair value | 546,600,000 | $ 528,000,000 | ||||
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | $ 500,000,000 | ||||
Additional borrowing capacity credit facility | $ 500,000,000 | |||||
Borrowing availability | $ 185,000,000 | |||||
Debt instrument, interest rate during period | 2.20% | 1.50% | ||||
Debt, weighted average interest rate | 2.70% | 1.90% | ||||
Debt instrument, covenant, leverage ratio, minimum | 0.65 | |||||
Debt instrument, covenant, leverage debt to EBITDA ratio, maximum | 3 | |||||
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Unsecured Debt | Current Liability | ||||||
Debt Instrument [Line Items] | ||||||
Current portion of debt | $ 715,000,000 | $ 740,000,000 | ||||
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Unsecured Debt | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Unsecured Debt | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.125% | |||||
Series A Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 175,000,000 | |||||
Debt instrument, interest rate, stated percentage | 3.97% | |||||
Series B Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 150,000,000 | |||||
Debt instrument, interest rate, stated percentage | 4.26% | |||||
Series C Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 175,000,000 | |||||
Debt instrument, interest rate, stated percentage | 4.60% | |||||
Note Purchase Agreement | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, covenant, leverage ratio, minimum | 0.65 | |||||
Debt instrument, covenant, leverage debt to EBITDA ratio, maximum | 3 | |||||
Debt instrument, interest expense ratio, maximum | 2 | |||||
Debt instrument, priority debt, percentage | 15.00% | |||||
Debt instrument, redemption price, percentage | 100.00% | |||||
Receivables Securitization Facility | Secured Debt | The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||||
Borrowing outstanding | $ 250,000,000 | |||||
Receivables Securitization Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Secured Debt | The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.95% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Tax Cuts and Jobs Act of 2017, Provisional income tax benefit | $ 12,100 | ||
Tax Cuts and Jobs Act, deferred tax assets and liabilities, income tax benefit | 22,900 | ||
Tax Cuts and Jobs Act, other impact, provisional income tax expense | 6,800 | ||
Tax Cuts and Jobs Act, transition tax, income tax expense | 4,000 | ||
Tax benefit for qualified production activity | 19,700 | ||
Provision for income taxes | 223,570 | $ 298,566 | $ 313,082 |
Tax benefit related to earnings from foreign subsidiaries | 3,700 | ||
Increase in income tax payable due to repatriation of foreign earnings | 12,100 | ||
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized | 38,600 | ||
Interest and penalties recognized | 700 | 900 | $ 1,200 |
Interest and penalties accrued | 6,800 | 6,600 | |
Tax Cuts and Jobs Act, Change in Tax Rate, deferred tax asset, decrease in provision | (34,400) | ||
Tax Cuts and Jobs Act, Change in Tax Rate, deferred tax liability, income tax benefit | 57,300 | ||
Foreign net operating loss carryforwards tax effect | 10,900 | $ 9,000 | |
Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Provision for income taxes | $ 13,700 |
INCOME TAXES - Schedule of Earn
INCOME TAXES - Schedule of Earnings Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 638,718 | $ 710,931 | $ 729,390 |
Foreign | 89,745 | 101,019 | 93,391 |
Income before provision for income taxes | $ 728,463 | $ 811,950 | $ 822,781 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits, Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 12,268 | $ 13,271 | $ 18,274 |
Additions based on tax positions related to the current year | 4,014 | 0 | 1,520 |
Additions for tax positions of prior years | 16,713 | 55 | 0 |
Reductions for tax positions of prior years | 0 | (211) | (810) |
Lapse in statute of limitations | (1,189) | (847) | (5,188) |
Settlements | 0 | 0 | (525) |
Unrecognized tax benefits, end of the period | $ 31,806 | $ 12,268 | $ 13,271 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax provision: | |||
Federal | $ 189,708 | $ 222,685 | $ 259,793 |
State | 29,320 | 31,786 | 37,129 |
Foreign | 32,638 | 29,086 | 33,255 |
Current income tax expense (benefit), total | 251,666 | 283,557 | 330,177 |
Deferred provision (benefit): | |||
Federal | (21,389) | 13,936 | (14,559) |
State | (3,048) | 1,986 | (2,074) |
Foreign | (3,659) | (913) | (462) |
Deferred provision (benefit), total | (28,096) | 15,009 | (17,095) |
Total provision | $ 223,570 | $ 298,566 | $ 313,082 |
INCOME TAXES - Reconciliation45
INCOME TAXES - Reconciliation of the Provision for Income Taxes using Statutory Federal Income Tax Rate to the Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 2.60% | 2.70% | 2.80% |
Tax Act impact | (1.70%) | 0.00% | 0.00% |
Section 199 deduction | (2.80%) | (0.00%) | (0.00%) |
ASU 2016-09 adoption | (1.90%) | (0.00%) | (0.00%) |
Other | (0.50%) | (0.90%) | 0.30% |
Effective income tax rate | 30.70% | 36.80% | 38.10% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Compensation | $ 52,538 | $ 80,338 |
Receivables | 8,819 | 13,471 |
Other | 7,892 | 11,433 |
Deferred tax liabilities: | ||
Intangible assets | (81,932) | (131,698) |
Prepaid assets | (8,247) | (14,540) |
Long-lived assets | (15,465) | (21,268) |
Other | (2,090) | (608) |
Net deferred tax liabilities | $ (38,485) | $ (62,872) |
CAPITAL STOCK AND STOCK AWARD47
CAPITAL STOCK AND STOCK AWARD PLANS - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015shares | May 12, 2016shares | Dec. 31, 2013shares | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Common stock, shares authorized (in shares) | 480,000,000 | 480,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |||
Entitled vote for each share of Common Stock (vote) | vote | 1 | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,357,290 | ||||
Maximum employee contribution to purchase company stock | $ | $ 10,000 | ||||
Discount rate used to determine the purchase price | 15.00% | ||||
2013 Program | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 15,000,000 | ||||
Shares remaining for repurchase under authorization (in shares) | 1,992,157 | ||||
Stock Option | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Maximum shares that can be granted under stock plan (in shares) | 13,041,803 | ||||
Shares available for stock awards (in shares) | 2,920,099 | ||||
Stock award, vesting period | 5 years | ||||
Unrecognized compensation expense | $ | $ 58,400,000 | ||||
Performance Shares | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Options issued during period (in shares) | 0 | 0 | 0 | ||
Full Value Awards | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Stock award, vesting period | 5 years | ||||
Unrecognized compensation expense | $ | $ 140,800,000 | ||||
Full Value Awards | Minimum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Restricted shares and restricted units grants, discount for post-vesting holding restrictions | 15.00% | ||||
Full Value Awards | Maximum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Restricted shares and restricted units grants, discount for post-vesting holding restrictions | 21.00% |
CAPITAL STOCK AND STOCK AWARD48
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 41,805 | $ 37,565 | $ 57,661 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,109 | 9,178 | 14,607 |
Stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 29,217 | 25,912 | 40,785 |
Company expense on ESPP discount | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,479 | $ 2,475 | $ 2,269 |
CAPITAL STOCK AND STOCK AWARD49
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Outstanding, Beginning Balance (in shares) | 7,007,923 | |
Grants (in shares) | 1,452,765 | |
Exercised (in shares) | (388,135) | |
Terminated (in shares) | (690,481) | |
Outstanding, Ending Balance (in shares) | 7,382,072 | 7,007,923 |
Vested (in shares) | 2,990,514 | |
Exercisable (in shares) | 2,990,514 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning Balance (in dollars per share) | $ 67 | |
Grants (in dollars per share) | 87.11 | |
Exercised (in dollars per share) | 63.81 | |
Terminated (in dollars per share) | 62.17 | |
Outstanding, Ending Balance (in dollars per share) | 71.58 | $ 67 |
Vested (in dollars per share) | 65.79 | |
Exercisable (in dollars per share) | $ 65.79 | |
Aggregate Intrinsic Value (in thousands) | ||
Aggregate Intrinsic Value, outstanding options | $ 129,295 | $ 43,875 |
Average Remaining Life (years) | ||
Average Remaining Life, outstanding options | 7 years 7 months 6 days | 7 years 8 months 12 days |
Vested | 6 years 3 months 19 days | |
Exercisable | 6 years 3 months 19 days |
CAPITAL STOCK AND STOCK AWARD50
CAPITAL STOCK AND STOCK AWARD PLANS - Intrinsic Value of Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Intrinsic value | $ 6,026 | $ 981 | $ 400 |
CAPITAL STOCK AND STOCK AWARD51
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Stock Options Grants by First Vesting Date (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 4,122,292 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 13.20 |
Unvested Options (in shares) | 3,305,483 |
December 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 1,423,053 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 12.66 |
Unvested Options (in shares) | 855,984 |
December 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 1,253,169 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 12.60 |
Unvested Options (in shares) | 1,003,429 |
December 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 1,446,070 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 14.24 |
Unvested Options (in shares) | 1,446,070 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 2,683,996 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 12.94 |
Unvested Options (in shares) | 1,086,075 |
Performance Shares | December 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 1,412,773 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 11.83 |
Unvested Options (in shares) | 403,149 |
Performance Shares | December 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted, Net of Forfeitures (in shares) | 1,271,223 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 14.17 |
Unvested Options (in shares) | 682,926 |
CAPITAL STOCK AND STOCK AWARD52
CAPITAL STOCK AND STOCK AWARD PLANS - Assumptions Used in Estimating the Fair Value Per Option (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 2.27% | 2.13% | 1.95% |
Risk-free interest rate, maximum | 2.28% | 2.14% | 1.96% |
Expected volatilty factor, minimum | 19.00% | 20.00% | 22.00% |
Expected volatility factor maximum | 21.50% | 21.50% | 24.00% |
Expected option term | 6 years 2 months 12 days | 6 years 3 months 4 days | 6 years 3 months 15 days |
Weighted average fair value per option (in dollars per share) | $ 14.23 | $ 12.60 | $ 12.68 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend per share (quarterly amounts) (in dollars per share) | 0.45 | 0.43 | 0.38 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend per share (quarterly amounts) (in dollars per share) | $ 0.46 | $ 0.45 | $ 0.43 |
CAPITAL STOCK AND STOCK AWARD53
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Nonvested Performance-Based Restricted Stock Grants (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Shares and Restricted Stock Units | |
Unvested, Ending Balance (in shares) | shares | 1,215,459 |
Weighted Average Grant Date Fair Value | |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 58.71 |
Performance Based Restricted Stock and Restricted Stock Units | |
Number of Shares and Restricted Stock Units | |
Unvested, Beginning Balance (in shares) | shares | 1,245,175 |
Granted (in shares) | shares | 310,071 |
Vested (in shares) | shares | (121,030) |
Forfeitures (in shares) | shares | (218,757) |
Unvested, Ending Balance (in shares) | shares | 1,215,459 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 55.90 |
Granted (in dollars per share) | $ / shares | 74.14 |
Vested (in dollars per share) | $ / shares | 55.77 |
Forfeitures (in dollars per share) | $ / shares | 49.51 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 61.71 |
CAPITAL STOCK AND STOCK AWARD54
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Performance Based Shares and Units by First Vesting Date (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 1,761,516 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 58.71 |
Unvested performance shares and restricted stock units (in shares) | 1,215,459 |
December 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 387,587 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 46.50 |
Unvested performance shares and restricted stock units (in shares) | 109,784 |
December 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 329,596 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 60.80 |
Unvested performance shares and restricted stock units (in shares) | 175,904 |
December 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 392,990 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 51.88 |
Unvested performance shares and restricted stock units (in shares) | 309,300 |
December 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 343,014 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 64.91 |
Unvested performance shares and restricted stock units (in shares) | 312,142 |
December 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance shares and stock units granted, net of forfeitures (in shares) | 308,329 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 74.19 |
Unvested performance shares and restricted stock units (in shares) | 308,329 |
CAPITAL STOCK AND STOCK AWARD55
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Nonvested Restricted Stock Grants (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Restricted Shares and Stock Units | |
Unvested, Ending Balance (in shares) | shares | 1,215,459 |
Weighted Average Grant Date Fair Value | |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 58.71 |
Restricted Stock and Restricted Stock Units | |
Number of Restricted Shares and Stock Units | |
Unvested, Beginning Balance (in shares) | shares | 1,240,156 |
Granted (in shares) | shares | 280,097 |
Vested (in shares) | shares | (386,859) |
Forfeitures (in shares) | shares | (75,944) |
Unvested, Ending Balance (in shares) | shares | 1,057,450 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 56.70 |
Granted (in dollars per share) | $ / shares | 74.17 |
Vested (in dollars per share) | $ / shares | 54.39 |
Forfeitures (in dollars per share) | $ / shares | 56.41 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 62.20 |
CAPITAL STOCK AND STOCK AWARD56
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Fair Value of Full Value Stock Vested (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Full Value Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value | $ 29,217 | $ 25,912 | $ 40,785 |
CAPITAL STOCK AND STOCK AWARD57
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Purchased By Employees (in shares) | 215,613 | 225,241 | 228,103 |
Aggregate Cost to Employees | $ 14,048 | $ 14,032 | $ 13,045 |
Expense Recognized By the Company | 41,805 | 37,565 | 57,661 |
Company expense on ESPP discount | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized By the Company | $ 2,479 | $ 2,475 | $ 2,269 |
CAPITAL STOCK AND STOCK AWARD58
CAPITAL STOCK AND STOCK AWARD PLANS - Share Repurchase Programs Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Total Value of Shares Repurchased | $ 179,985 | $ 176,676 | $ 232,113 | ||
2013 Program | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Shares Repurchased (in shares) | 2,426,407 | 2,467,097 | 3,420,681 | 3,763,583 | 930,075 |
Total Value of Shares Repurchased | $ 179,985 | $ 176,676 | $ 232,113 | $ 239,037 | $ 57,689 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Profit-Sharing Plan Expense, Including Matching Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Profit-sharing plan expense | $ 27,530 | $ 25,740 | $ 46,507 |
COMMITMENTS AND CONTINGENCIES60
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - case | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||||
Defined contribution match | 4.00% | 4.00% | 4.00% | |
Pending litigation claims, number (case) | 16 | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Defined contribution match | 4.00% |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease expense | $ 60,864 | $ 55,170 | $ 56,210 |
COMMITMENTS AND CONTINGENCIES62
COMMITMENTS AND CONTINGENCIES - Minimum Future Lease Commitments Under Noncancelable Lease Agreements (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 51,273 |
2,019 | 46,172 |
2,020 | 39,825 |
2,021 | 29,851 |
2,022 | 22,807 |
Thereafter | 92,797 |
Total | $ 282,725 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Sep. 30, 2016 | Jan. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Purchase consideration, net of cash acquired | $ 49,068 | $ 220,203 | $ 369,833 | |||
Goodwill recorded in acquisition | 28,591 | $ 132,797 | ||||
Milgram & Company Ltd. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration, net of cash acquired | $ 47,300 | |||||
Goodwill recorded in acquisition | $ 28,600 | |||||
APC Logistics | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire business | $ 229,400 | |||||
Freightquote | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire business | $ 398,600 | |||||
Freightquote | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 8,600 |
ACQUISITIONS - Summary of Ident
ACQUISITIONS - Summary of Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Sep. 30, 2016 | Jan. 01, 2015 |
Milgram & Company Ltd. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 7 years | ||
Identifiable intangible assets | $ 14,004 | ||
APC Logistics | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 78,842 | ||
APC Logistics | Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 7 years | ||
Identifiable intangible assets | $ 78,842 | ||
Freightquote | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 37,800 | ||
Freightquote | Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 5 years | ||
Identifiable intangible assets | $ 37,500 | ||
Freightquote | Noncompete agreements | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 5 years | ||
Identifiable intangible assets | $ 300 |
ACQUISITIONS - Summary of Purch
ACQUISITIONS - Summary of Purchase Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Jan. 01, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,275,816 | $ 1,232,796 | $ 1,108,337 | ||
APC Logistics | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 10,181 | ||||
Receivables | 37,190 | ||||
Other current assets | 2,609 | ||||
Property and equipment | 1,696 | ||||
Identifiable intangible assets | 78,842 | ||||
Goodwill | 132,797 | ||||
Other noncurrent assets | 70 | ||||
Long term deferred tax asset | 814 | ||||
Total assets | 264,199 | ||||
Accounts payable | (22,147) | ||||
Accrued expenses | (12,700) | ||||
Net assets acquired | $ 229,352 | ||||
Freightquote | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 29,302 | ||||
Receivables | 56,228 | ||||
Other current assets | 2,395 | ||||
Property and equipment | 43,687 | ||||
Identifiable intangible assets | 37,800 | ||||
Goodwill | 287,220 | ||||
Trademarks | 8,600 | ||||
Other noncurrent assets | 3,421 | ||||
Total assets | 468,653 | ||||
Accounts payable | (44,622) | ||||
Accrued expenses | (5,485) | ||||
Other liabilities | (19,939) | ||||
Net assets acquired | $ 398,607 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 3 |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)employee | Dec. 31, 2016USD ($)employee | Dec. 31, 2015USD ($)employee | |
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 3,959,786 | $ 3,784,451 | $ 3,710,018 | $ 3,415,125 | $ 3,414,975 | $ 3,355,754 | $ 3,299,741 | $ 3,073,943 | $ 14,869,380 | $ 13,144,413 | $ 13,476,084 |
Net Revenues | 2,368,050 | 2,277,528 | 2,268,480 | ||||||||
Operating Income | 210,876 | $ 194,465 | $ 181,820 | $ 187,958 | 193,565 | $ 211,267 | $ 233,747 | $ 198,952 | 775,119 | 837,531 | 858,310 |
Depreciation and amortization | 92,977 | 74,669 | 66,409 | ||||||||
Total assets | 4,235,834 | 3,687,758 | $ 4,235,834 | $ 3,687,758 | $ 3,184,358 | ||||||
Weighted Average | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Average headcount (employee) | employee | 14,687 | 13,670 | 12,902 | ||||||||
NAST | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 10,191,200 | $ 9,036,154 | $ 9,239,906 | ||||||||
Net Revenues | 1,525,064 | 1,524,355 | 1,564,917 | ||||||||
Operating Income | 628,110 | 674,436 | 718,329 | ||||||||
Depreciation and amortization | 23,230 | 22,126 | 21,846 | ||||||||
Total assets | 2,277,252 | 2,088,611 | $ 2,277,252 | $ 2,088,611 | $ 1,878,203 | ||||||
NAST | Weighted Average | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Average headcount (employee) | employee | 6,907 | 6,773 | 6,575 | ||||||||
Global Forwarding | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 2,171,185 | $ 1,604,997 | $ 1,659,046 | ||||||||
Net Revenues | 485,280 | 397,537 | 365,467 | ||||||||
Operating Income | 91,842 | 80,931 | 76,081 | ||||||||
Depreciation and amortization | 33,308 | 23,099 | 20,790 | ||||||||
Total assets | 821,182 | 703,741 | $ 821,182 | $ 703,741 | $ 556,606 | ||||||
Global Forwarding | Weighted Average | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Average headcount (employee) | employee | 4,310 | 3,673 | 3,381 | ||||||||
Robinson Fresh | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 2,583,032 | $ 2,463,534 | $ 2,484,473 | ||||||||
Net Revenues | 226,059 | 234,794 | 235,334 | ||||||||
Operating Income | 53,374 | 75,757 | 81,332 | ||||||||
Depreciation and amortization | 4,730 | 3,782 | 2,927 | ||||||||
Total assets | 434,080 | 376,654 | $ 434,080 | $ 376,654 | $ 346,728 | ||||||
Robinson Fresh | Weighted Average | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Average headcount (employee) | employee | 957 | 942 | 892 | ||||||||
All Other and Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 602,017 | $ 490,091 | $ 474,458 | ||||||||
Net Revenues | 131,647 | 120,842 | 102,762 | ||||||||
Operating Income | 1,793 | 6,407 | (17,432) | ||||||||
Depreciation and amortization | 31,709 | 25,662 | 20,846 | ||||||||
Total assets | $ 703,320 | $ 518,752 | $ 703,320 | $ 518,752 | $ 402,821 | ||||||
All Other and Corporate | Weighted Average | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Average headcount (employee) | employee | 2,513 | 2,282 | 2,054 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 14,869,380 | $ 13,144,413 | $ 13,476,084 | ||||||||
Operating Segments | NAST | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 9,728,810 | 8,737,716 | 8,968,349 | ||||||||
Operating Segments | Global Forwarding | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 2,140,987 | 1,574,686 | 1,639,944 | ||||||||
Operating Segments | Robinson Fresh | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 2,415,740 | 2,344,131 | 2,395,440 | ||||||||
Operating Segments | All Other and Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 583,843 | 487,880 | 472,351 | ||||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | (678,054) | (450,363) | (381,799) | ||||||||
Eliminations | NAST | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 462,390 | 298,438 | 271,557 | ||||||||
Eliminations | Global Forwarding | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 30,198 | 30,311 | 19,102 | ||||||||
Eliminations | Robinson Fresh | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 167,292 | 119,403 | 89,033 | ||||||||
Eliminations | All Other and Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $ 18,174 | $ 2,211 | $ 2,107 |
SEGMENT REPORTING - Total Reven
SEGMENT REPORTING - Total Revenues Based on Location of the Customer and Long-Lived Assets by Geographic Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total revenues | |||||||||||
Total Revenues | $ 3,959,786 | $ 3,784,451 | $ 3,710,018 | $ 3,415,125 | $ 3,414,975 | $ 3,355,754 | $ 3,299,741 | $ 3,073,943 | $ 14,869,380 | $ 13,144,413 | $ 13,476,084 |
Long-lived assets | |||||||||||
Total long-lived assets | 442,212 | 444,610 | 442,212 | 444,610 | 345,323 | ||||||
United States | |||||||||||
Total revenues | |||||||||||
Total Revenues | 12,865,087 | 11,749,602 | 12,097,633 | ||||||||
Long-lived assets | |||||||||||
Total long-lived assets | 335,072 | 348,299 | 335,072 | 348,299 | 320,445 | ||||||
Other locations | |||||||||||
Total revenues | |||||||||||
Total Revenues | 2,004,293 | 1,394,811 | 1,378,451 | ||||||||
Long-lived assets | |||||||||||
Total long-lived assets | $ 107,140 | $ 96,311 | $ 107,140 | $ 96,311 | $ 24,878 |
CHANGES IN ACCUMULATED OTHER 69
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated other comprehensive loss [Abstract] | ||
Accumulated other comprehensive loss | $ (18,460) | $ (61,442) |
RECENTLY ISSUED ACCOUNTING PR70
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings | $ 3,437,093 | $ 3,190,578 | ||
Excess tax benefit on stock-based compensation | 13,657 | $ 18,462 | $ 8,548 | |
Accounting Standards Update 2016-09 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Excess tax benefit on stock-based compensation | $ 13,700 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Pro Forma | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings | $ 10,000 |
SUPPLEMENTARY DATA (UNAUDITED71
SUPPLEMENTARY DATA (UNAUDITED) - Summary of Unaudited Results of Operations for Each Quarter (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||||||||||
Transportation | $ 3,647,167 | $ 3,433,701 | $ 3,319,995 | $ 3,102,043 | $ 3,110,978 | $ 2,998,583 | $ 2,881,496 | $ 2,713,688 | $ 13,502,906 | $ 11,704,745 | $ 11,989,780 |
Sourcing | 312,619 | 350,750 | 390,023 | 313,082 | 303,997 | 357,171 | 418,245 | 360,255 | 1,366,474 | 1,439,668 | 1,486,304 |
Total revenues | 3,959,786 | 3,784,451 | 3,710,018 | 3,415,125 | 3,414,975 | 3,355,754 | 3,299,741 | 3,073,943 | 14,869,380 | 13,144,413 | 13,476,084 |
Costs and expenses: | |||||||||||
Purchased transportation and related services | 3,042,434 | 2,869,616 | 2,781,355 | 2,563,885 | 2,575,378 | 2,469,939 | 2,324,995 | 2,179,622 | 11,257,290 | 9,549,934 | 9,842,271 |
Purchased products sourced for resale | 285,503 | 320,989 | 354,874 | 282,674 | 278,081 | 327,353 | 380,531 | 330,986 | 1,244,040 | 1,316,951 | 1,365,333 |
Personnel expenses | 311,599 | 293,204 | 284,220 | 290,504 | 260,305 | 256,883 | 270,251 | 277,497 | 1,179,527 | 1,064,936 | 1,051,410 |
Other selling, general, and administrative expenses | 109,374 | 106,177 | 107,749 | 90,104 | 107,646 | 90,312 | 90,217 | 86,886 | 413,404 | 375,061 | 358,760 |
Total costs and expenses | 3,748,910 | 3,589,986 | 3,528,198 | 3,227,167 | 3,221,410 | 3,144,487 | 3,065,994 | 2,874,991 | 14,094,261 | 12,306,882 | 12,617,774 |
Income from operations | 210,876 | 194,465 | 181,820 | 187,958 | 193,565 | 211,267 | 233,747 | 198,952 | 775,119 | 837,531 | 858,310 |
Net income | $ 152,556 | $ 119,186 | $ 111,071 | $ 122,080 | $ 122,303 | $ 129,028 | $ 143,090 | $ 118,963 | $ 504,893 | $ 513,384 | $ 509,699 |
Basic net income per share (in dollars per share) | $ 1.09 | $ 0.85 | $ 0.79 | $ 0.86 | $ 0.86 | $ 0.90 | $ 1 | $ 0.83 | $ 3.59 | $ 3.60 | $ 3.52 |
Diluted net income per share (in dollars per share) | $ 1.08 | $ 0.85 | $ 0.78 | $ 0.86 | $ 0.86 | $ 0.90 | $ 1 | $ 0.83 | $ 3.57 | $ 3.59 | $ 3.51 |
Basic weighted average shares outstanding (in shares) | 139,572 | 140,422 | 141,061 | 141,484 | 141,711 | 142,611 | 142,998 | 143,525 | 140,610 | 142,706 | 144,967 |
Dilutive effect of outstanding stock awards (in shares) | 1,152 | 600 | 526 | 374 | 453 | 272 | 218 | 133 | 772 | 285 | 382 |
Diluted weighted average shares outstanding (in shares) | 140,724 | 141,022 | 141,587 | 141,858 | 142,164 | 142,883 | 143,216 | 143,658 | 141,382 | 142,991 | 145,349 |
Market price range of common stock: | |||||||||||
High (in dollars per share) | $ 89.89 | $ 76.16 | $ 78.31 | $ 81.16 | $ 77.89 | $ 75.69 | $ 76.10 | $ 75.11 | |||
Low (in dollars per share) | $ 74.30 | $ 63.41 | $ 66.33 | $ 72.17 | $ 65.57 | $ 66.62 | $ 69.84 | $ 60.31 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Provision for income taxes | $ 223,570 | $ 298,566 | $ 313,082 | ||||||||
Tax benefit for qualified production activity | 19,700 | ||||||||||
Tax Cuts and Jobs Act of 2017, Provisional income tax benefit | 12,100 | ||||||||||
Accounting Standards Update 2016-09 | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Provision for income taxes | $ 13,700 |
SCHEDULE II. VALUATION AND QU72
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS - Transactions in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance, beginning of year | $ 39,543 | $ 43,455 | $ 41,051 |
Provision | 13,489 | 5,136 | 11,538 |
Write-offs | (10,623) | (9,048) | (9,134) |
Balance, end of year | $ 42,409 | $ 39,543 | $ 43,455 |