Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-23189 | ||
Entity Registrant Name | C.H. ROBINSON WORLDWIDE, INC. | ||
Entity Central Index Key | 0001043277 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 41-1883630 | ||
Entity Address, Address Line One | 14701 Charlson Road | ||
Entity Address, City or Town | Eden Prairie | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55347 | ||
City Area Code | 952 | ||
Local Phone Number | 937-8500 | ||
Title of 12(b) Security | Common Stock, par value $0.10 per share | ||
Trading Symbol | CHRW | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,391,890,865 | ||
Entity Common Stock, Shares Outstanding | 134,892,810 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May 7, 2020 (the “Proxy Statement”), are incorporated by reference in Part III. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 447,858 | $ 378,615 |
Receivables, net of allowance for doubtful accounts of $32,838 and $41,131 | 1,974,381 | 2,162,438 |
Contract assets | 132,874 | 159,635 |
Prepaid expenses and other | 85,005 | 52,386 |
Total current assets | 2,640,118 | 2,753,074 |
Property and equipment | 489,976 | 498,847 |
Accumulated depreciation and amortization | (281,553) | (270,546) |
Net property and equipment | 208,423 | 228,301 |
Goodwill | 1,291,760 | 1,258,922 |
Other intangible assets, net of accumulated amortization of $156,879 and $156,246 | 90,931 | 108,822 |
Right-of-use lease assets | 310,860 | |
Deferred tax assets | 13,485 | 9,993 |
Other assets | 85,483 | 68,300 |
Total assets | 4,641,060 | 4,427,412 |
Current liabilities: | ||
Accounts payable | 984,604 | 971,023 |
Outstanding checks | 78,231 | 92,084 |
Accrued expenses– | ||
Compensation | 112,784 | 153,626 |
Transportation expense | 101,194 | 119,820 |
Income taxes | 12,354 | 28,360 |
Other accrued liabilities | 62,706 | 63,410 |
Current lease liabilities | 61,280 | |
Current portion of debt | 142,885 | 5,000 |
Total current liabilities | 1,556,038 | 1,433,323 |
Long-term debt | 1,092,448 | 1,341,352 |
Noncurrent lease liabilities | 259,444 | |
Noncurrent income taxes payable | 22,354 | 21,463 |
Deferred tax liabilities | 39,776 | 35,757 |
Other long-term liabilities | 270 | 430 |
Total liabilities | 2,970,330 | 2,832,325 |
Commitments and contingencies | ||
Stockholders’ investment: | ||
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.10 par value, 480,000 shares authorized; 179,380 and 179,400 shares issued, 134,895 and 137,284 outstanding | 13,490 | 13,728 |
Additional paid-in capital | 546,646 | 521,486 |
Retained earnings | 4,144,834 | 3,845,593 |
Accumulated other comprehensive loss | (76,149) | (71,935) |
Treasury stock at cost (44,485 and 42,116 shares) | (2,958,091) | (2,713,785) |
Total stockholders’ investment | 1,670,730 | 1,595,087 |
Total liabilities and stockholders’ investment | $ 4,641,060 | $ 4,427,412 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 32,838 | $ 41,131 |
Other intangible assets, accumulated amortization | $ 156,879 | $ 156,246 |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, authorized (in shares) | 480,000,000 | 480,000,000 |
Common stock, issued (in shares) | 179,380,000 | 179,400,000 |
Common stock, outstanding (in shares) | 134,895,000 | 137,284,000 |
Treasury stock (in shares) | 44,485,000 | 42,116,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenues | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Costs and expenses: | |||
Personnel expenses | 1,298,528 | 1,343,542 | 1,179,527 |
Other selling, general, and administrative expenses | 497,806 | 449,610 | 413,404 |
Total costs and expenses | 14,519,532 | 15,719,089 | 14,094,261 |
Income from operations | 789,976 | 912,083 | 775,119 |
Interest and other expenses | (47,719) | (31,810) | (46,656) |
Income before provision for income taxes | 742,257 | 880,273 | 728,463 |
Provision for income taxes | 165,289 | 215,768 | 223,570 |
Net income | 576,968 | 664,505 | 504,893 |
Other comprehensive (loss) income | (4,214) | (53,475) | 42,982 |
Comprehensive income | $ 572,754 | $ 611,030 | $ 547,875 |
Basic net income per share (in dollars per share) | $ 4.21 | $ 4.78 | $ 3.59 |
Diluted net income per share (in dollars per share) | $ 4.19 | $ 4.73 | $ 3.57 |
Basic weighted average shares outstanding (in shares) | 136,955 | 139,010 | 140,610 |
Dilutive effect of outstanding stock awards (in shares) | 780 | 1,395 | 772 |
Diluted weighted average shares outstanding (in shares) | 137,735 | 140,405 | 141,382 |
Transportation | |||
Revenues: | |||
Total revenues | $ 14,322,295 | $ 15,515,921 | $ 13,502,906 |
Costs and expenses: | |||
Purchased services and products | 11,839,433 | 12,922,177 | 11,257,290 |
Sourcing | |||
Revenues: | |||
Total revenues | 987,213 | 1,115,251 | 1,366,474 |
Costs and expenses: | |||
Purchased services and products | $ 883,765 | $ 1,003,760 | $ 1,244,040 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | $ 1,595,087 | $ 1,425,745 | $ 1,595,087 | $ 1,425,745 | $ 1,257,847 | |||
Net income | $ 99,106 | $ 161,788 | $ 187,150 | $ 142,297 | 576,968 | 664,505 | 504,893 | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 9,239 | |||||||
Foreign currency translation | (4,214) | (53,475) | 42,982 | |||||
Dividends declared, $2.01 in 2019, $1.88 in 2018, and $1.81 in 2017, per share | (277,727) | (265,244) | (258,378) | |||||
Stock issued for employee benefit plans | 47,977 | 30,018 | 16,572 | |||||
Issuance of restricted stock | 0 | 0 | 0 | |||||
Stock-based compensation expense | 39,083 | 87,791 | 41,814 | |||||
Repurchase of common stock | (306,444) | (303,492) | (179,985) | |||||
Ending Balance | $ 1,670,730 | $ 1,595,087 | $ 1,670,730 | $ 1,595,087 | $ 1,425,745 | |||
Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance (in shares) | 137,284 | 139,542 | 137,284 | 139,542 | 141,258 | |||
Beginning Balance | $ 13,728 | $ 13,954 | $ 13,728 | $ 13,954 | $ 14,126 | |||
Stock issued for employee benefit plans (in shares) | 1,017 | 764 | 612 | |||||
Stock issued for employee benefit plans | $ 102 | $ 76 | $ 61 | |||||
Issuance of restricted stock (in shares) | 28 | 297 | 97 | |||||
Issuance of restricted stock | $ 3 | $ 30 | $ 10 | |||||
Stock-based compensation expense (in shares) | 0 | 0 | 1 | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | |||||
Repurchase of common stock (in shares) | (3,434) | (3,319) | (2,426) | |||||
Repurchase of common stock | $ (343) | $ (332) | $ (243) | |||||
Ending Balance (in shares) | 134,895 | 137,284 | 134,895 | 137,284 | 139,542 | |||
Ending Balance | $ 13,490 | $ 13,728 | $ 13,490 | $ 13,728 | $ 13,954 | |||
Additional Paid-in Capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | 521,486 | 444,280 | 521,486 | 444,280 | 419,280 | |||
Stock issued for employee benefit plans | (13,920) | (10,547) | (16,760) | |||||
Issuance of restricted stock | (3) | (30) | (10) | |||||
Stock-based compensation expense | 39,083 | 87,783 | 41,770 | |||||
Ending Balance | 546,646 | 521,486 | 546,646 | 521,486 | 444,280 | |||
Retained Earnings | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | 3,845,593 | 3,437,093 | 3,845,593 | 3,437,093 | 3,190,578 | |||
Net income | 576,968 | 664,505 | 504,893 | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 9,239 | |||||||
Dividends declared, $2.01 in 2019, $1.88 in 2018, and $1.81 in 2017, per share | (277,727) | (265,244) | (258,378) | |||||
Ending Balance | 4,144,834 | 3,845,593 | 4,144,834 | 3,845,593 | 3,437,093 | |||
Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | (71,935) | (18,460) | (71,935) | (18,460) | (61,442) | |||
Foreign currency translation | (4,214) | (53,475) | 42,982 | |||||
Ending Balance | (76,149) | (71,935) | (76,149) | (71,935) | (18,460) | |||
Treasury Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | $ (2,713,785) | $ (2,451,122) | (2,713,785) | (2,451,122) | (2,304,695) | |||
Stock issued for employee benefit plans | 61,795 | 40,489 | 33,271 | |||||
Stock-based compensation expense | 0 | 8 | 44 | |||||
Repurchase of common stock | (306,101) | (303,160) | (179,742) | |||||
Ending Balance | $ (2,958,091) | $ (2,713,785) | $ (2,958,091) | $ (2,713,785) | $ (2,451,122) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared, per share (in dollars per share) | $ 2.01 | $ 1.88 | $ 1.81 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | |||
Net income | $ 576,968 | $ 664,505 | $ 504,893 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 100,449 | 96,729 | 92,977 |
Provision for doubtful accounts | 5,853 | 15,634 | 13,489 |
Stock-based compensation | 39,083 | 87,791 | 41,805 |
Deferred income taxes | (2,407) | (15,315) | (28,096) |
Excess tax benefit on stock-based compensation | (8,492) | (10,388) | (13,657) |
Other operating activities | (3,830) | 1,815 | 4,491 |
Changes in operating elements, net of effects of acquisitions: | |||
Receivables | 208,312 | (190,048) | (364,181) |
Contract assets | 26,761 | (11,871) | 0 |
Prepaid expenses and other | (29,871) | 16,029 | (9,173) |
Accounts payable and outstanding checks | (17,968) | 36,083 | 144,041 |
Accrued compensation | (40,757) | 47,011 | 7,209 |
Accrued transportation expense | (18,626) | 25,175 | 0 |
Accrued income taxes | (12,636) | 21,176 | 18,817 |
Other accrued liabilities | 8,937 | 7,200 | (9,515) |
Other assets and liabilities | 3,643 | 1,370 | (19,099) |
Net cash provided by operating activities | 835,419 | 792,896 | 384,001 |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (36,290) | (45,000) | (40,122) |
Purchases and development of software | (34,175) | (18,871) | (17,823) |
Acquisitions, net of cash acquired | (59,200) | (5,315) | (49,068) |
Other investing activities | 16,636 | (3,622) | (521) |
Net cash used for investing activities | (113,029) | (72,808) | (107,534) |
FINANCING ACTIVITIES | |||
Proceeds from stock issued for employee benefit plans | 63,092 | 51,285 | 38,130 |
Stock tendered for payment of withholding taxes | (15,115) | (21,264) | (21,557) |
Repurchase of common stock | (309,444) | (300,991) | (185,485) |
Cash dividends | (277,786) | (265,219) | (258,222) |
Proceeds from long-term borrowings | 1,298,000 | 591,012 | 250,000 |
Payments on long-term borrowings | (1,505,000) | 0 | 0 |
Proceeds from short-term borrowings | 185,000 | 2,674,000 | 8,784,000 |
Payments on short-term borrowings | (90,000) | (3,384,000) | (8,809,000) |
Net cash used for financing activities | (651,253) | (655,177) | (202,134) |
Effect of exchange rates on cash and cash equivalents | (1,894) | (20,186) | 11,891 |
Net change in cash and cash equivalents | 69,243 | 44,725 | 86,224 |
Cash and cash equivalents, beginning of year | 378,615 | 333,890 | 247,666 |
Cash and cash equivalents, end of year | 447,858 | 378,615 | 333,890 |
Supplemental cash flow disclosures | |||
Cash paid for income taxes | 219,029 | 215,644 | 262,861 |
Cash paid for interest | 50,854 | 47,544 | 37,871 |
Accrued share repurchases held in other accrued liabilities | $ 0 | $ 3,000 | $ 500 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
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, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. 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. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined that the following distinct goods and services represent our primary performance obligations. Transportation and Logistics Services - As a third party logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. When the customers’ freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. These services may include one or more performance obligations which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage and small parcel, or it may be longer in the case of warehousing, managed services and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation. Sourcing Services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh. Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Our net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. 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 primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions 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. CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer these amounts become classified within accounts receivable and are then typically due within 30 days. ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date. 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 remeasured and translated at the current exchange rate as of the end of the year. Translation adjustments are recorded in other comprehensive (loss) income. Statement of operations items are translated at the average exchange rate during the year. CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of bank deposits and highly liquid investments with an original maturity of three months or less from the time of purchase. Cash and cash equivalents held outside the United States totaled $405.1 million and $320.0 million as of December 31, 2019 and 2018. The majority of our cash and cash equivalents balance is denominated in U.S. dollars although these balances are frequently held in locations where the U.S. dollar is not the functional currency. PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale. RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term. LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis. 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): 2019 $ 45,016 2018 45,155 2017 42,817 A summary of our property and equipment as of December 31, is as follows (in thousands): 2019 2018 Furniture, fixtures, and equipment $ 283,378 $ 272,733 Buildings 112,410 130,959 Corporate aircraft 11,461 11,337 Leasehold improvements 61,539 58,929 Land 20,146 23,648 Construction in progress 1,042 1,241 Less: accumulated depreciation and amortization (281,553) (270,546) Net property and equipment $ 208,423 $ 228,301 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, Goodwill and 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 five Goodwill and Other Intangible Assets . OTHER ASSETS. Other assets consist primarily of purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan. We amortize software using the straight-line method over three years. We recognized the following amortization expense of purchased and internally developed software (in thousands): 2019 $ 17,023 2018 14,688 2017 13,887 A summary of our purchased and internally developed software as of December 31, is as follows (in thousands): 2019 2018 Purchased software $ 34,026 $ 32,460 Internally developed software 100,894 68,853 Less accumulated amortization (83,158) (66,638) Net software $ 51,762 $ 34,675 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 “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets. COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) consists primarily of foreign currency translation adjustments. It is presented on our consolidated statements of operations and comprehensive income gross of related income tax effects. 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 12 percent to 22 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 term, risk-free interest rate, and dividend yield. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The change in the carrying amount of goodwill is as follows (in thousands): NAST (1) Global Forwarding All Other and Corporate (1) Total December 31, 2017 balance $ 1,029,122 $ 185,873 $ 60,821 $ 1,275,816 Acquisitions (40) 33 — (7) Foreign currency translation (12,298) (3,877) (712) (16,887) December 31, 2018 balance 1,016,784 182,029 60,109 1,258,922 Acquisitions — 25,892 7,771 33,663 Foreign currency translation (1,214) 499 (110) (825) December 31, 2019 balance $ 1,015,570 $ 208,420 $ 67,770 $ 1,291,760 ________________________________ (1) Goodwill was reallocated between the NAST and Robinson Fresh segments due to the reorganization discussed in Note 9, Segment Reporting . Prior period amounts have been reclassified to conform with the current year presentation. Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). Based on our Step Zero Analysis, we determined that the more likely than not criteria had not been met, and therefore a Step One Analysis was not required. No goodwill or intangible asset impairment has been recorded in any period presented. Identifiable intangible assets consisted of the following at December 31 (in thousands): 2019 2018 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 237,335 $ (156,879) $ 80,456 $ 254,293 $ (156,006) $ 98,287 Non-competition agreements — — — 300 (240) 60 Total finite-lived intangibles 237,335 (156,879) 80,456 254,593 (156,246) 98,347 Indefinite-lived intangibles Trademarks 10,475 — 10,475 10,475 — 10,475 Total intangibles $ 247,810 $ (156,879) $ 90,931 $ 265,068 $ (156,246) $ 108,822 Amortization expense for other intangible assets was (in thousands): 2019 $ 38,410 2018 36,886 2017 36,273 Finite-lived intangible assets, by reportable segment, as of December 31, 2019, will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding All Other and Corporate Total 2020 $ 250 $ 28,023 $ 610 $ 28,883 2021 250 14,502 610 15,362 2022 250 14,502 610 15,362 2023 250 11,930 610 12,790 2024 167 3,648 610 4,425 Thereafter — 2,771 863 3,634 Total $ 80,456 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1-Quoted market prices in active markets for identical assets or liabilities. • Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of December 31, 2019 December 31, 2018 Maturity December 31, 2019 December 31, 2018 Revolving credit facility — % 3.64 % October 2023 $ — $ 5,000 Senior Notes, Series A 3.97 % 3.97 % August 2023 175,000 175,000 Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables securitization facility (1) 2.41 % 3.15 % December 2020 142,885 249,744 Senior Notes (1) 4.20 % 4.20 % April 2028 592,448 591,608 Total debt 1,235,333 1,346,352 Less: Current maturities and short-term borrowing (142,885) (5,000) Long-term debt $ 1,092,448 $ 1,341,352 ________________________________ (1) Net of unamortized discounts and issuance costs. SENIOR UNSECURED REVOLVING CREDIT FACILITY We have a senior unsecured revolving credit facility (the "Credit Agreement") with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin). As of December 31, 2019, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. 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. The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. 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”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C, collectively (the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $539.3 million at December 31, 2019. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2. The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent. The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. 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, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). On December 17, 2018, we entered into an amendment on the Receivables Securitization Facility which changed the lending parties to Wells Fargo Bank, N.A. and Bank of America, N.A. and extended the maturity date from April 26, 2019, to December 17, 2020. The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The interest rate on borrowings under the Receivables Securitization Facility is based on 30 day LIBOR plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on December 17, 2020, unless extended by the parties and is recorded as a current liability as of December 31, 2019. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events. SENIOR NOTES On April 9, 2018, we issued senior unsecured notes ("Senior Notes") through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. The proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $659.9 million as of December 31, 2019, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $592.4 million as of December 31, 2019. If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy. We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase. The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens, enter into sales and leaseback transactions and consolidate, merge or transfer substantial all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESC.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. 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 2012. We are currently under an Internal Revenue Service audit for the 2015-2017 tax years. 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 made 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 and adding new rules for Global Intangible Low-tax Income (“GILTI”) and Foreign Derived Intangible Income (“FDII”). Although enacted more than two years ago, regulatory guidance on the application of FDII has not been finalized. We have included the tax impact of both GILTI and FDII in our income tax expense for the twelve months ended December 31, 2019, based on our understanding of the rules available at the time of this filing. However, our calculations could be impacted by future regulations as guidance is finalized. We will continue to monitor any new guidance related to FDII and determine any impact it may have on our calculations. In 2019 we removed our assertion, except for regarding the working capital of our largest China subsidiary, that the unremitted earnings of our foreign subsidiaries were permanently reinvested. Following the removal of that assertion, we recorded tax expense of $13.9 million related to foreign withholding taxes paid and accrued during the fourth quarter of 2019. That expense was partially offset by tax benefits of $11.1 million related to excess foreign tax credits, and a tax benefit of $1.8 million related to foreign exchange losses on previously taxed income. If we repatriated all foreign earnings that are still considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $3.9 million as of December 31, 2019. Income before provision for income taxes consisted of (in thousands): 2019 2018 2017 Domestic $ 649,742 $ 738,927 $ 638,718 Foreign 92,515 141,346 89,745 Total $ 742,257 $ 880,273 $ 728,463 A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands): 2019 2018 2017 Unrecognized tax benefits, beginning of period $ 31,515 $ 31,806 $ 12,268 Additions based on tax positions related to the current year 2,212 — 4,014 Additions for tax positions of prior years 2,148 1,662 16,713 Reductions for tax positions of prior years — (263) — Lapse in statute of limitations (1,703) (1,394) (1,189) Settlements (234) (296) — Unrecognized tax benefits, end of the period $ 33,938 $ 31,515 $ 31,806 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. As of December 31, 2019, we had $39.9 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. The total liability for unrecognized tax benefits is expected to decrease by approximately $3.1 million in the next 12 months due to lapsing of statutes. We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2019, 2018, and 2017, we recognized approximately $1.0 million, $1.0 million, and $0.7 million, respectively, in interest and penalties. We had approximately $6.0 million and $6.5 million for the payment of interest and penalties related to uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 2019 and 2018. 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): 2019 2018 2017 Tax provision: Federal $ 106,009 $ 152,627 $ 189,708 State 25,788 38,626 29,320 Foreign 35,899 39,830 32,638 167,696 231,083 251,666 Deferred provision (benefit): Federal 1,554 (11,969) (21,389) State 316 (3,176) (3,048) Foreign (4,277) (170) (3,659) (2,407) (15,315) (28,096) Total provision $ 165,289 $ 215,768 $ 223,570 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: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 2.8 3.3 2.6 Tax Act impact — 0.4 (1.7) Section 199 deduction — — (2.8) Share-based payment awards (0.9) (0.7) (1.9) Excess foreign tax credits (1.5) — — Foreign 1.7 0.6 (0.9) Other (0.8) (0.1) 0.4 Effective income tax rate 22.3 % 24.5 % 30.7 % Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands): 2019 2018 Deferred tax assets: Lease liabilities $ 77,879 $ — Compensation 54,226 57,666 Accrued expenses 23,179 27,683 Receivables 5,086 8,093 Other 7,417 6,004 Deferred tax liabilities: Right-of-use assets (75,352) — Intangible assets (73,166) (77,059) Accrued revenue (14,893) (19,571) Prepaid assets (4,660) (5,798) Long-lived assets (15,134) (15,615) Other (10,873) (7,167) Net deferred tax liabilities $ (26,291) $ (25,764) |
CAPITAL STOCK AND STOCK AWARD P
CAPITAL STOCK AND STOCK AWARD PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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 $0.10 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 within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): 2019 2018 2017 Stock options $ 16,073 $ 23,374 $ 10,109 Stock awards 20,170 61,826 29,217 Company expense on ESPP discount 2,840 2,591 2,479 Total stock-based compensation expense $ 39,083 $ 87,791 $ 41,805 On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan ("the Plan") to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. At the time our shareholders approved adding additional shares to the plan, a maximum of 17,041,803 shares are available to be granted under this plan. Approximately 5,300,634 shares were available for stock awards under this plan as of December 31, 2019. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash, generally become available again for issuance under the plan. We awarded performance-based stock options to certain key employees during years prior to 2015. These options were subject to certain vesting requirements over a five five The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2019, relate to time-based grants from 2015 through 2019. Options Weighted Aggregate Average Outstanding at December 31, 2018 7,822,514 $ 74.42 $ 85,222 7.2 Grants 151,040 82.46 Exercised (725,685) 65.58 Forfeitures (197,677) 77.87 Outstanding at December 31, 2019 7,050,192 $ 75.40 $ 44,067 6.4 Vested at December 31, 2019 4,507,070 $ 71.17 5.6 Exercisable at December 31, 2019 4,507,070 $ 71.17 5.6 As of December 31, 2019, unrecognized compensation expense related to stock options was $40.4 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment. Additional potential dilutive stock options totaling 3,348,501 for 2019 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): 2019 $ 15,862 2018 16,209 2017 6,026 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, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model and is being expensed over the vesting period of the award. The following table summarizes these unvested stock option grants as of December 31, 2019: First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2016 December 31, 2020 1,421,432 $ 12.66 280,033 December 31, 2017 December 31, 2021 1,238,090 12.60 484,683 December 31, 2018 December 31, 2022 1,447,294 14.25 855,028 December 31, 2019 December 31, 2023 1,159,662 20.13 923,378 5,266,478 $ 14.73 2,543,122 We granted an additional 1,660,548 options on February 5, 2020. These awards had a weighted average exercise price of $72.74 and a weighted average grant date fair value of $13.88. These awards will vest over a five 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 determine the risk-free interest rate, dividend yield, expected volatility, and expected term are as follows: 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. Dividend Yield- The dividend yield assumption is based on our history of dividend payouts. Expected Volatility -Expected volatility was determined based on implied volatility of our traded options and historical volatility of our stock price. 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: 2019 Grants 2018 Grants 2017 Grants Weighted-average risk-free interest rate 2.1% 3.1% 2.3% Expected dividend yield 2.0% 2.0% 2.5% Weighted-average volatility 25% 25% 20% Expected term (in years) 6.08 6.08 6.20 Weighted average fair value per option $ 17.52 $ 20.52 $ 14.23 STOCK AWARDS. We have awarded performance-based and time-based restricted shares and restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements over a five The following table summarizes our unvested performance-based restricted shares and restricted stock unit grants as of December 31, 2019: Number of Restricted Shares and Restricted Stock Units Weighted Average Unvested at December 31, 2018 846,170 $ 68.35 Granted 38,340 68.10 Vested — — Forfeitures (42,717) 63.24 Unvested at December 31, 2019 841,793 $ 68.68 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 Weighted Average Grant Date Fair Value (1) Unvested Performance Shares and Restricted Stock Units December 31, 2016 December 31, 2020 388,578 $ 51.88 138,268 December 31, 2017 December 31, 2021 338,693 64.91 161,722 December 31, 2018 December 31, 2022 310,713 74.26 176,265 December 31, 2019 December 31, 2023 365,538 73.82 365,538 1,403,522 $ 65.59 841,793 ________________________________ (1) Amount shown is the weighted average grant date fair value of performance-based restricted shares and restricted stock units granted, net of forfeitures. We granted an additional 405,776 performance-based restricted shares and restricted stock units on February 5, 2020. These awards had a weighted average grant date fair value of $59.34 and will vest over a five The following table summarizes our unvested time-based restricted share and restricted stock unit grants as of December 31, 2019: Number of Restricted Weighted Average Unvested at December 31, 2018 926,692 $ 67.08 Granted 40,309 72.07 Vested (291,318) 63.93 Forfeitures (61,242) 67.66 Unvested at December 31, 2019 614,441 $ 68.76 We granted an additional 329,586 time-based restricted shares and restricted stock units on February 5, 2020. These awards had a weighted average grant date fair value of $59.34 and will vest over a five A summary of the fair value of stock awards vested (in thousands): 2019 $ 20,170 2018 61,826 2017 29,217 As of December 31, 2019, there was unrecognized compensation expense of $99.3 million related to previously granted stock 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 Aggregate Cost Expense Recognized 2019 224,596 $ 16,093 $ 2,840 2018 191,823 14,682 2,591 2017 215,613 14,048 2,479 SHARE REPURCHASE PROGRAMS. During 2013, our Board of Directors authorized a share repurchase program that allows the Company to repurchase 15,000,000 shares. That program was completed in September 2018. In May 2018, the Board of Directors authorized a share repurchase program that allows the Company to repurchase 15,000,000 shares of our common stock. The activity under these authorizations is as follows (dollar amounts in thousands): Shares Repurchased Total Value of Shares 2017 Repurchases 2,426,407 $ 179,985 2018 Repurchases 3,319,077 303,492 2019 Repurchases 3,434,102 306,444 As of December 31, 2019, there were 9,993,683 shares remaining for repurchase under the current authorization. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
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): 2019 $ 42,491 2018 43,172 2017 27,530 We have committed to a defined contribution match of six percent of eligible compensation in 2020. We contributed a defined contribution match of six percent in 2019 and four percent in both 2018 and 2017. We made a discretionary profit-sharing contribution of two percent of total recognized compensation for eligible participants in 2018. Following the 2018 contribution, we amended the plan and terminated the discretionary profit-sharing program. LEASE COMMITMENTS. We maintain operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. See Note 11, Leases , for further information. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On May 22, 2019, we acquired all of the outstanding shares of Dema Service S.p.A. (“Dema Service”) to strengthen our existing footprint in Italy. Total purchase consideration, net of cash acquired was $14.2 million, which was paid in cash. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 4,252 There was $7.8 million of goodwill recorded related to the acquisition of Dema Service. The Dema Service goodwill is a result of acquiring and retaining the Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. No goodwill was recognized for Italian tax purposes from the acquisition. Th e results of operations of Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since May 23, 2019. On February 28, 2019, we acquired all of the outstanding shares of The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was $45.0 million, which was paid in cash. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 16,439 There was $25.9 million of goodwill recorded related to the acquisition of Space Cargo. The Space Cargo goodwill is a result of acquiring and retaining the Space Cargo workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. No goodwill was recognized for Spanish tax purposes from the acquisition. The results of operations of Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since March 1, 2019. 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 $28.3 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 final. No goodwill was recognized for Canadian tax purposes from the acquisition. The results of operations of Milgram have been included primarily within our Global Forwarding segment in our consolidated financial statements since September 1, 2017. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING On January 1, 2019, we reorganized our enterprise transportation services structure to combine our NAST and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST reportable segment. We have determined that the remaining Robinson Fresh segment no longer meets the requirements of a reportable segment and will be included in the All Other and Corporate reportable segment. Prior period information has been reclassified to conform with this presentation. Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments as follows: • North American Surface Transportation: NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST are truckload, less than truckload ("LTL"), and intermodal. • Global Forwarding: Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. • All Other and Corporate: All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS ® . Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation segment. Europe Surface Transportation provides services similar to NAST across Europe. The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker ("CODM"), our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Reportable segment information as of, and for the years ended, December 31, 2019, 2018, and 2017 is as follows (dollars in thousands): NAST Global Forwarding All Other and Corporate Consolidated Twelve Months Ended December 31, 2019 Total Revenues $ 11,283,692 $ 2,327,913 $ 1,697,903 $ 15,309,508 Net Revenues 1,797,369 533,976 254,965 2,586,310 Income (loss) from operations 722,763 80,527 (13,314) 789,976 Depreciation and amortization 24,508 36,720 39,221 100,449 Total assets (1) 2,550,010 1,021,592 1,069,458 4,641,060 Average headcount 7,354 4,766 3,431 15,551 ________________________________ (1) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. NAST (1) Global Forwarding All Other and Corporate (1) Consolidated Twelve Months Ended December 31, 2018 Total Revenues $ 12,346,757 $ 2,487,744 $ 1,796,671 $ 16,631,172 Net Revenues 1,906,261 543,906 255,068 2,705,235 Income (loss) from operations 821,844 91,626 (1,387) 912,083 Depreciation and amortization 25,290 35,148 36,291 96,729 Total assets (2) 2,567,120 969,736 890,556 4,427,412 Average headcount 7,387 4,711 3,106 15,204 ________________________________ (1) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019. (2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. NAST (1) Global Forwarding All Other and Corporate (1) Consolidated Twelve Months Ended December 31, 2017 Total Revenues $ 10,728,835 $ 2,140,987 $ 1,999,558 $ 14,869,380 Net Revenues 1,626,174 485,280 256,596 2,368,050 Income from operations 661,108 91,842 22,169 775,119 Depreciation and amortization 23,866 33,308 35,803 92,977 Total assets (2) 2,506,137 821,182 908,515 4,235,834 Average headcount 7,316 4,310 3,061 14,687 ________________________________ (1) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019. (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, 2019 2018 2017 Total revenues United States $ 13,143,522 $ 14,370,454 $ 12,865,087 Other locations 2,165,986 2,260,718 2,004,293 Total revenues $ 15,309,508 $ 16,631,172 $ 14,869,380 As of December 31, 2019 (1) 2018 2017 Long-lived assets United States $ 489,129 $ 321,766 $ 335,072 Other locations 206,567 83,657 107,140 Total long-lived assets $ 695,696 $ 405,423 $ 442,212 ________________________________ (1) Includes $216.4 million and $94.4 million of right-of-use lease assets within the United States and other locations, respectively. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS We adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers , as of January 1, 2018 using the modified retrospective transition method. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a customer contract are satisfied which changed the timing of revenue recognition for our transportation business from at delivery to over the transit period as our performance obligations are completed. The comparative information for the year ended December 31, 2017 has not been restated and continues to be reported under ASC 605, Revenue Recognition . The impact of adoption of ASU 2014-09 on our consolidated statements of operations for the years ended December 31, 2019 and 2018, was as follows (dollars in thousands). Twelve Months Ended December 31, 2019 As reported Balances without adoption of ASU 2014-09 Effect of change Income Statement Revenues: Transportation $ 14,322,295 $ 14,336,820 $ (14,525) Sourcing (1) 987,213 1,128,208 (140,995) Total revenues 15,309,508 15,465,028 (155,520) Costs and expenses: Purchased transportation and related services 11,839,433 11,848,665 (9,232) Purchased products sourced for resale (1) 883,765 1,024,760 (140,995) Personnel expenses 1,298,528 1,299,087 (559) Other selling, general, and administrative expenses 497,806 497,806 — Total costs and expenses 14,519,532 14,670,318 (150,786) Income from operations 789,976 794,710 (4,734) Interest and other expense (47,719) (47,719) — Income before provision for income taxes 742,257 746,991 (4,734) Provision for income taxes 165,289 166,502 (1,213) Net income $ 576,968 $ 580,489 $ (3,521) ________________________________ (1) We have identified certain customer contracts in our sourcing managed procurement business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations. Twelve Months Ended December 31, 2018 As reported Balances without adoption of ASU 2014-09 Effect of change Income Statement Revenues: Transportation $ 15,515,921 $ 15,462,328 $ 53,593 Sourcing (1) 1,115,251 1,235,713 (120,462) Total revenues 16,631,172 16,698,041 (66,869) Costs and expenses: Purchased transportation and related services 12,922,177 12,875,875 46,302 Purchased products sourced for resale (1) 1,003,760 1,124,222 (120,462) Personnel expenses 1,343,542 1,343,159 383 Other selling, general, and administrative expenses 449,610 449,610 — Total costs and expenses 15,719,089 15,792,866 (73,777) Income from operations 912,083 905,175 6,908 Interest and other expense (31,810) (31,810) — Income before provision for income taxes 880,273 873,365 6,908 Provision for income taxes 215,768 213,882 1,886 Net income $ 664,505 $ 659,483 $ 5,022 ________________________________ (1) We have identified certain customer contracts in our sourcing managed procurement business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations. We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligations and as such contract liabilities as of December 31, 2019 and 2018, and revenue recognized in the twelve months ended December 31, 2019 and 2018, resulting from contract liabilities were not significant. Contract assets and accrued expenses - transportation expense fluctuate from period to period primarily based upon shipments in-transit at period and the timing of customer invoicing. A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2019 and 2018, as follows (dollars in thousands): Twelve Months Ended December 31, 2019 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,283,692 $ 2,327,913 $ 710,690 $ 14,322,295 Sourcing (2) — — 987,213 987,213 Total $ 11,283,692 $ 2,327,913 $ 1,697,903 $ 15,309,508 Twelve Months Ended December 31, 2018 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 12,346,757 $ 2,487,744 $ 681,420 $ 15,515,921 Sourcing (2) — — 1,115,251 1,115,251 Total $ 12,346,757 $ 2,487,744 $ 1,796,671 $ 16,631,172 ________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. Approximately 92 percent and 91 percent of our total revenues for the twelve months ended December 31, 2019 and 2018, respectively, are attributable to arranging for the transportation of our customers’ freight for which we transfer control and satisfy our performance obligation over the requisite transit period. A days in transit output method is used to measure the progress of our performance as of the reporting date. We determine the transit period based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event. Approximately six percent and seven percent of our total revenues for the twelve months ended December 31, 2019 and 2018, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Total revenues for these transactions are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event. Approximately two percent of our total revenues for the twelve months ended December 31, 2019 and 2018, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. Total revenues for these services are recognized over time as we complete our performance obligation. Transaction price is determined and allocated to these performance obligations at their fixed fee or agreed upon rate multiplied by their associated measure of progress, which may be transactional volumes, labor hours, or time elapsed. Practical Expedients - Upon the adoption of ASU 2014-09, we have determined that we qualify for certain practical expedients to facilitate the adoption of the standard. We have elected to expense incremental costs of obtaining customer contracts (i.e., sales commissions) due to the short duration of our arrangements as the amortization period of such amounts is expected to be less than one year. These amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income. In addition, we do not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as our contracts have an expected length of one year or less. Finally, for certain of our performance obligations such as fee-based managed services, supply chain consulting and optimization services, and warehousing services, we have recognized revenue in the amount for which we have the right to invoice our customer as we have determined this amount corresponds directly with the value provided to the customer for our performance completed to date. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES We adopted ASU 2016-02, Leases (Topic 842), as of January 1, 2019. Prior period information was not restated and continues to be presented under ASC 840, Leases . We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to not reassess existing contracts to determine if they contain a lease and to carry forward their historical lease classification upon transition. In addition, we have made a policy election to not apply the guidance of ASC 842 to leases with a term of 12 months or less as allowed by the standard. These leases are recognized as expense on a straight-line basis over the lease term. Adoption of the new standard resulted in the recording of right-of-use lease assets and lease liabilities of $265.4 million and $273.3 million, respectively, as of January 1, 2019. The adoption of this standard did not materially impact our consolidated statements of operations or consolidated statements of cash flows. We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity, and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases. Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized at commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance charges. Right-of-use lease assets are also recognized at commencement date as the total lease liability plus prepaid rents and less any deferred rent liability that existed under ASC 840, Leases, upon transition. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases. Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component. In February 2020, we entered into a lease for warehouse space in Los Angeles, California which commences in February 2020 and is expected to result in a right-of-use lease asset and lease liability of approximately $38.7 million. There were no other material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of December 31, 2019. Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of December 31, 2019, and for the twelve months ended December 31, 2019 (dollars in thousands): Lease Costs Twelve Months Ended December 31, 2019 Operating lease expense $ 68,489 Short-term lease expense 11,440 Total lease expense $ 79,929 Other Lease Information Twelve Months Ended December 31, 2019 Operating cash outflows from operating leases $ 66,489 Right-of-use lease assets obtained in exchange for new lease liabilities (1) 101,966 ________________________________ (1) The company obtained approximately $35.5 million of right-of-use lease assets in exchange for new lease liabilities related to a warehouse lease in Australia in the fourth quarter of 2019. Lease Term and Discount Rate As of December 31, 2019 Weighted average remaining lease term (in years) (1) 7.8 Weighted average discount rate 3.4% ________________________________ (1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 5.2 years. The maturity of lease liabilities as of December 31, 2019, were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2020 $ 70,995 2021 60,839 2022 49,717 2023 36,722 2024 25,457 Thereafter 125,163 Total lease payments 368,893 Less: Interest (48,169) Present value of lease liabilities $ 320,724 Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2018, are as follows (in thousands): 2019 $ 53,675 2020 47,680 2021 36,832 2022 27,644 2023 19,406 Thereafter 81,465 Total lease payments $ 266,702 |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSSAccumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets. The recorded balance at December 31, 2019, and December 31, 2018, was $76.1 million and $71.9 million, respectively, and is comprised solely of foreign currency adjustments. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED ACCOUNTING STANDARDS 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. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides another transition method no longer requiring application to previously reported periods. Therefore, prior period balances were not restated. We adopted Topic 842 during 2019 using the modified retrospective approach and recognizing right-of-use assets and lease liabilities of $265.4 million and $273.3 million, respectively, on January 1, 2019. The adoption of this standard did not have a significant impact on our consolidated results of operations or consolidated statements of cash flows. Refer to Note 11, Leases , for further information. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Act. The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (AOCI) to retained earnings. This amendment became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . This update significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. We adopted this standard effective January 1, 2020. Prior period balances will not be restated. The adoption of this standard will impact our accounting policy for the allowance for doubtful accounts, which is a significant accounting policy, but the impact of adoption is not expected to have a material impact to our consolidated financial position, results of operations, or cash flows. |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, are summarized below (in thousands, except per share data). 2019 March 31 June 30 September 30 December 31 Revenues: Transportation $ 3,504,932 $ 3,638,612 $ 3,608,346 $ 3,570,405 Sourcing 246,278 270,228 247,786 222,921 Total revenues 3,751,210 3,908,840 3,856,132 3,793,326 Costs and expenses: Purchased transportation and related services 2,853,256 2,972,998 2,999,979 3,013,200 Purchased products sourced for resale 219,154 240,626 222,722 201,263 Personnel expenses 340,098 338,886 320,563 298,981 Other selling, general, and administrative expenses 114,152 128,795 111,783 143,076 Total costs and expenses 3,526,660 3,681,305 3,655,047 3,656,520 Income from operations 224,550 227,535 201,085 136,806 Net income $ 161,788 $ 169,180 $ 146,894 $ 99,106 Basic net income per share $ 1.17 $ 1.23 $ 1.08 $ 0.73 Diluted net income per share $ 1.16 $ 1.22 $ 1.07 $ 0.73 Basic weighted average shares outstanding 137,854 137,185 136,380 135,997 Dilutive effect of outstanding stock awards 1,101 1,071 1,096 624 Diluted weighted average shares outstanding 138,955 138,256 137,476 136,621 2018 March 31 June 30 September 30 December 31 Revenues: Transportation $ 3,637,640 $ 3,953,139 $ 4,028,392 $ 3,896,750 Sourcing 287,687 322,898 263,508 241,158 Total revenues 3,925,327 4,276,037 4,291,900 4,137,908 Costs and expenses: Purchased transportation and related services 3,041,602 3,313,196 3,359,520 3,207,859 Purchased products sourced for resale 257,800 291,358 238,336 216,266 Personnel expenses 328,297 340,630 335,299 339,316 Other selling, general, and administrative expenses 106,043 111,845 112,772 118,950 Total costs and expenses 3,733,742 4,057,029 4,045,927 3,882,391 Income from operations 191,585 219,008 245,973 255,517 Net income $ 142,297 $ 159,163 $ 175,895 $ 187,150 Basic net income per share $ 1.02 $ 1.14 $ 1.27 $ 1.36 Diluted net income per share $ 1.01 $ 1.13 $ 1.25 $ 1.34 Basic weighted average shares outstanding 140,032 139,464 138,797 137,797 Dilutive effect of outstanding stock awards 1,238 1,147 1,363 1,385 Diluted weighted average shares outstanding 141,270 140,611 140,160 139,182 |
SCHEDULE II. VALUATION AND QUAL
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, 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): 2019 2018 2017 Balance, beginning of year $ 41,131 $ 42,409 $ 39,543 Provision 5,853 15,634 13,489 Write-offs (14,146) (16,912) (10,623) Balance, end of year $ 32,838 $ 41,131 $ 42,409 (b) Index to Exhibits-Any document incorporated by reference is identified by a parenthetical referencing the SEC filing which included the document. We will furnish a copy of any Exhibit at no cost to a security holder upon request. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. |
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. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined that the following distinct goods and services represent our primary performance obligations. Transportation and Logistics Services - As a third party logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. When the customers’ freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. These services may include one or more performance obligations which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage and small parcel, or it may be longer in the case of warehousing, managed services and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation. Sourcing Services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh. Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation. Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Our net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. 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 primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed |
CONTRACT ASSETS | CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer these amounts become classified within accounts receivable and are then typically due within 30 days. |
ACCRUED TRANSPORTATION EXPENSE | ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date. |
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 remeasured and translated at the current exchange rate as of the end of the year. Translation adjustments are recorded in other comprehensive (loss) income. Statement of operations items are translated at the average exchange rate during the year. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of bank deposits and highly liquid investments with an original maturity of three months or less from the time of purchase. |
PREPAID EXPENSES AND OTHER | PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale. |
RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES | RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term. LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis. |
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. |
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 five |
OTHER ASSETS | OTHER ASSETS. Other assets consist primarily of purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan. We amortize software using the straight-line method over three 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 “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets. |
COMPREHENSIVE INCOME (LOSS) | COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) consists primarily of foreign currency translation adjustments. It is presented on our consolidated statements of operations and comprehensive income gross of related income tax effects. |
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 12 percent to 22 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 term, risk-free interest rate, and dividend yield. |
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. |
RECENTLY ISSUED ACCOUNTING PRNOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED ACCOUNTING STANDARDS 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. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides another transition method no longer requiring application to previously reported periods. Therefore, prior period balances were not restated. We adopted Topic 842 during 2019 using the modified retrospective approach and recognizing right-of-use assets and lease liabilities of $265.4 million and $273.3 million, respectively, on January 1, 2019. The adoption of this standard did not have a significant impact on our consolidated results of operations or consolidated statements of cash flows. Refer to Note 11, Leases , for further information. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Act. The amendment provides the option to reclassify stranded tax effects resulting from the Tax Act within accumulated other comprehensive income (AOCI) to retained earnings. This amendment became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . This update significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. We adopted this standard effective January 1, 2020. Prior period balances will not be restated. The adoption of this standard will impact our accounting policy for the allowance for doubtful accounts, which is a significant accounting policy, but the impact of adoption is not expected to have a material impact to our consolidated financial position, results of operations, or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment and Depreciation Expense | We recognized the following depreciation expense (in thousands): 2019 $ 45,016 2018 45,155 2017 42,817 A summary of our property and equipment as of December 31, is as follows (in thousands): 2019 2018 Furniture, fixtures, and equipment $ 283,378 $ 272,733 Buildings 112,410 130,959 Corporate aircraft 11,461 11,337 Leasehold improvements 61,539 58,929 Land 20,146 23,648 Construction in progress 1,042 1,241 Less: accumulated depreciation and amortization (281,553) (270,546) Net property and equipment $ 208,423 $ 228,301 |
Schedule of Amortization Expense of Software | We recognized the following amortization expense of purchased and internally developed software (in thousands): 2019 $ 17,023 2018 14,688 2017 13,887 |
Schedule of Purchased and Internally Developed Software | A summary of our purchased and internally developed software as of December 31, is as follows (in thousands): 2019 2018 Purchased software $ 34,026 $ 32,460 Internally developed software 100,894 68,853 Less accumulated amortization (83,158) (66,638) Net software $ 51,762 $ 34,675 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill is as follows (in thousands): NAST (1) Global Forwarding All Other and Corporate (1) Total December 31, 2017 balance $ 1,029,122 $ 185,873 $ 60,821 $ 1,275,816 Acquisitions (40) 33 — (7) Foreign currency translation (12,298) (3,877) (712) (16,887) December 31, 2018 balance 1,016,784 182,029 60,109 1,258,922 Acquisitions — 25,892 7,771 33,663 Foreign currency translation (1,214) 499 (110) (825) December 31, 2019 balance $ 1,015,570 $ 208,420 $ 67,770 $ 1,291,760 ________________________________ (1) Goodwill was reallocated between the NAST and Robinson Fresh segments due to the reorganization discussed in Note 9, Segment Reporting |
Schedule of Intangible Assets | Identifiable intangible assets consisted of the following at December 31 (in thousands): 2019 2018 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangibles Customer relationships $ 237,335 $ (156,879) $ 80,456 $ 254,293 $ (156,006) $ 98,287 Non-competition agreements — — — 300 (240) 60 Total finite-lived intangibles 237,335 (156,879) 80,456 254,593 (156,246) 98,347 Indefinite-lived intangibles Trademarks 10,475 — 10,475 10,475 — 10,475 Total intangibles $ 247,810 $ (156,879) $ 90,931 $ 265,068 $ (156,246) $ 108,822 |
Schedule of Amortization Expense | Amortization expense for other intangible assets was (in thousands): 2019 $ 38,410 2018 36,886 2017 36,273 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Finite-lived intangible assets, by reportable segment, as of December 31, 2019, will be amortized over their remaining lives as follows (in thousands): NAST Global Forwarding All Other and Corporate Total 2020 $ 250 $ 28,023 $ 610 $ 28,883 2021 250 14,502 610 15,362 2022 250 14,502 610 15,362 2023 250 11,930 610 12,790 2024 167 3,648 610 4,425 Thereafter — 2,771 863 3,634 Total $ 80,456 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Short-term and Long-term Debt | The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of December 31, 2019 December 31, 2018 Maturity December 31, 2019 December 31, 2018 Revolving credit facility — % 3.64 % October 2023 $ — $ 5,000 Senior Notes, Series A 3.97 % 3.97 % August 2023 175,000 175,000 Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables securitization facility (1) 2.41 % 3.15 % December 2020 142,885 249,744 Senior Notes (1) 4.20 % 4.20 % April 2028 592,448 591,608 Total debt 1,235,333 1,346,352 Less: Current maturities and short-term borrowing (142,885) (5,000) Long-term debt $ 1,092,448 $ 1,341,352 ________________________________ (1) Net of unamortized discounts and issuance costs. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Provision for Income Taxes | Income before provision for income taxes consisted of (in thousands): 2019 2018 2017 Domestic $ 649,742 $ 738,927 $ 638,718 Foreign 92,515 141,346 89,745 Total $ 742,257 $ 880,273 $ 728,463 |
Summary of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands): 2019 2018 2017 Unrecognized tax benefits, beginning of period $ 31,515 $ 31,806 $ 12,268 Additions based on tax positions related to the current year 2,212 — 4,014 Additions for tax positions of prior years 2,148 1,662 16,713 Reductions for tax positions of prior years — (263) — Lapse in statute of limitations (1,703) (1,394) (1,189) Settlements (234) (296) — Unrecognized tax benefits, end of the period $ 33,938 $ 31,515 $ 31,806 |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes consist of the following for the years ended December 31 (in thousands): 2019 2018 2017 Tax provision: Federal $ 106,009 $ 152,627 $ 189,708 State 25,788 38,626 29,320 Foreign 35,899 39,830 32,638 167,696 231,083 251,666 Deferred provision (benefit): Federal 1,554 (11,969) (21,389) State 316 (3,176) (3,048) Foreign (4,277) (170) (3,659) (2,407) (15,315) (28,096) Total provision $ 165,289 $ 215,768 $ 223,570 |
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: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 2.8 3.3 2.6 Tax Act impact — 0.4 (1.7) Section 199 deduction — — (2.8) Share-based payment awards (0.9) (0.7) (1.9) Excess foreign tax credits (1.5) — — Foreign 1.7 0.6 (0.9) Other (0.8) (0.1) 0.4 Effective income tax rate 22.3 % 24.5 % 30.7 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands): 2019 2018 Deferred tax assets: Lease liabilities $ 77,879 $ — Compensation 54,226 57,666 Accrued expenses 23,179 27,683 Receivables 5,086 8,093 Other 7,417 6,004 Deferred tax liabilities: Right-of-use assets (75,352) — Intangible assets (73,166) (77,059) Accrued revenue (14,893) (19,571) Prepaid assets (4,660) (5,798) Long-lived assets (15,134) (15,615) Other (10,873) (7,167) Net deferred tax liabilities $ (26,291) $ (25,764) |
CAPITAL STOCK AND STOCK AWARD_2
CAPITAL STOCK AND STOCK AWARD PLANS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | A summary of our total compensation expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): 2019 2018 2017 Stock options $ 16,073 $ 23,374 $ 10,109 Stock awards 20,170 61,826 29,217 Company expense on ESPP discount 2,840 2,591 2,479 Total stock-based compensation expense $ 39,083 $ 87,791 $ 41,805 |
Schedule of Stock Option Activity | The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2019, relate to time-based grants from 2015 through 2019. Options Weighted Aggregate Average Outstanding at December 31, 2018 7,822,514 $ 74.42 $ 85,222 7.2 Grants 151,040 82.46 Exercised (725,685) 65.58 Forfeitures (197,677) 77.87 Outstanding at December 31, 2019 7,050,192 $ 75.40 $ 44,067 6.4 Vested at December 31, 2019 4,507,070 $ 71.17 5.6 Exercisable at December 31, 2019 4,507,070 $ 71.17 5.6 |
Schedule of Intrinsic Value of Options Exercised | Information on the intrinsic value of options exercised is as follows (in thousands): 2019 $ 15,862 2018 16,209 2017 6,026 |
Schedule of Unvested Stock Option Grants | The following table summarizes these unvested stock option grants as of December 31, 2019: First Vesting Date Last Vesting Date Options Weighted Unvested Options December 31, 2016 December 31, 2020 1,421,432 $ 12.66 280,033 December 31, 2017 December 31, 2021 1,238,090 12.60 484,683 December 31, 2018 December 31, 2022 1,447,294 14.25 855,028 December 31, 2019 December 31, 2023 1,159,662 20.13 923,378 5,266,478 $ 14.73 2,543,122 |
Schedule of Option Pricing Model Valuation Assumptions | The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions: 2019 Grants 2018 Grants 2017 Grants Weighted-average risk-free interest rate 2.1% 3.1% 2.3% Expected dividend yield 2.0% 2.0% 2.5% Weighted-average volatility 25% 25% 20% Expected term (in years) 6.08 6.08 6.20 Weighted average fair value per option $ 17.52 $ 20.52 $ 14.23 |
Schedule of Performance Based Restricted Shares and Restricted Stock Units | The following table summarizes our unvested performance-based restricted shares and restricted stock unit grants as of December 31, 2019: Number of Restricted Shares and Restricted Stock Units Weighted Average Unvested at December 31, 2018 846,170 $ 68.35 Granted 38,340 68.10 Vested — — Forfeitures (42,717) 63.24 Unvested at December 31, 2019 841,793 $ 68.68 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 Weighted Average Grant Date Fair Value (1) Unvested Performance Shares and Restricted Stock Units December 31, 2016 December 31, 2020 388,578 $ 51.88 138,268 December 31, 2017 December 31, 2021 338,693 64.91 161,722 December 31, 2018 December 31, 2022 310,713 74.26 176,265 December 31, 2019 December 31, 2023 365,538 73.82 365,538 1,403,522 $ 65.59 841,793 ________________________________ |
Schedule of Unvested Time-Based Restricted Share and Restricted Stock Unit Grants | The following table summarizes our unvested time-based restricted share and restricted stock unit grants as of December 31, 2019: Number of Restricted Weighted Average Unvested at December 31, 2018 926,692 $ 67.08 Granted 40,309 72.07 Vested (291,318) 63.93 Forfeitures (61,242) 67.66 Unvested at December 31, 2019 614,441 $ 68.76 |
Schedule of Fair Value Stock Awards Vested | A summary of the fair value of stock awards vested (in thousands): 2019 $ 20,170 2018 61,826 2017 29,217 |
Schedule of Employee Stock Purchase Plan Activity | The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): Shares Purchased Aggregate Cost Expense Recognized 2019 224,596 $ 16,093 $ 2,840 2018 191,823 14,682 2,591 2017 215,613 14,048 2,479 |
Schedule of Share Repurchase Program Activity | The activity under these authorizations is as follows (dollar amounts in thousands): Shares Repurchased Total Value of Shares 2017 Repurchases 2,426,407 $ 179,985 2018 Repurchases 3,319,077 303,492 2019 Repurchases 3,434,102 306,444 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Defined Contribution Plan Expense | Defined contribution plan expense, including matching contributions, was approximately (in thousands): 2019 $ 42,491 2018 43,172 2017 27,530 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Identifiable Intangible Assets and Estimated Useful Lives | Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 4,252 Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 16,439 Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 7 $ 14,004 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Reportable segment information as of, and for the years ended, December 31, 2019, 2018, and 2017 is as follows (dollars in thousands): NAST Global Forwarding All Other and Corporate Consolidated Twelve Months Ended December 31, 2019 Total Revenues $ 11,283,692 $ 2,327,913 $ 1,697,903 $ 15,309,508 Net Revenues 1,797,369 533,976 254,965 2,586,310 Income (loss) from operations 722,763 80,527 (13,314) 789,976 Depreciation and amortization 24,508 36,720 39,221 100,449 Total assets (1) 2,550,010 1,021,592 1,069,458 4,641,060 Average headcount 7,354 4,766 3,431 15,551 ________________________________ (1) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. NAST (1) Global Forwarding All Other and Corporate (1) Consolidated Twelve Months Ended December 31, 2018 Total Revenues $ 12,346,757 $ 2,487,744 $ 1,796,671 $ 16,631,172 Net Revenues 1,906,261 543,906 255,068 2,705,235 Income (loss) from operations 821,844 91,626 (1,387) 912,083 Depreciation and amortization 25,290 35,148 36,291 96,729 Total assets (2) 2,567,120 969,736 890,556 4,427,412 Average headcount 7,387 4,711 3,106 15,204 ________________________________ (1) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019. (2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. NAST (1) Global Forwarding All Other and Corporate (1) Consolidated Twelve Months Ended December 31, 2017 Total Revenues $ 10,728,835 $ 2,140,987 $ 1,999,558 $ 14,869,380 Net Revenues 1,626,174 485,280 256,596 2,368,050 Income from operations 661,108 91,842 22,169 775,119 Depreciation and amortization 23,866 33,308 35,803 92,977 Total assets (2) 2,506,137 821,182 908,515 4,235,834 Average headcount 7,316 4,310 3,061 14,687 ________________________________ (1) Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019. (2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate. |
Schedule of Total 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, 2019 2018 2017 Total revenues United States $ 13,143,522 $ 14,370,454 $ 12,865,087 Other locations 2,165,986 2,260,718 2,004,293 Total revenues $ 15,309,508 $ 16,631,172 $ 14,869,380 As of December 31, 2019 (1) 2018 2017 Long-lived assets United States $ 489,129 $ 321,766 $ 335,072 Other locations 206,567 83,657 107,140 Total long-lived assets $ 695,696 $ 405,423 $ 442,212 ________________________________ (1) Includes $216.4 million and $94.4 million of right-of-use lease assets within the United States and other locations, respectively. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Impact of Adoption of ASU 2014-09 | The impact of adoption of ASU 2014-09 on our consolidated statements of operations for the years ended December 31, 2019 and 2018, was as follows (dollars in thousands). Twelve Months Ended December 31, 2019 As reported Balances without adoption of ASU 2014-09 Effect of change Income Statement Revenues: Transportation $ 14,322,295 $ 14,336,820 $ (14,525) Sourcing (1) 987,213 1,128,208 (140,995) Total revenues 15,309,508 15,465,028 (155,520) Costs and expenses: Purchased transportation and related services 11,839,433 11,848,665 (9,232) Purchased products sourced for resale (1) 883,765 1,024,760 (140,995) Personnel expenses 1,298,528 1,299,087 (559) Other selling, general, and administrative expenses 497,806 497,806 — Total costs and expenses 14,519,532 14,670,318 (150,786) Income from operations 789,976 794,710 (4,734) Interest and other expense (47,719) (47,719) — Income before provision for income taxes 742,257 746,991 (4,734) Provision for income taxes 165,289 166,502 (1,213) Net income $ 576,968 $ 580,489 $ (3,521) ________________________________ (1) We have identified certain customer contracts in our sourcing managed procurement business that changed from a principal to an agent relationship under the new standard. This change resulted in these contracts being recognized at the net amount we charge our customers but had no impact on income from operations. Twelve Months Ended December 31, 2018 As reported Balances without adoption of ASU 2014-09 Effect of change Income Statement Revenues: Transportation $ 15,515,921 $ 15,462,328 $ 53,593 Sourcing (1) 1,115,251 1,235,713 (120,462) Total revenues 16,631,172 16,698,041 (66,869) Costs and expenses: Purchased transportation and related services 12,922,177 12,875,875 46,302 Purchased products sourced for resale (1) 1,003,760 1,124,222 (120,462) Personnel expenses 1,343,542 1,343,159 383 Other selling, general, and administrative expenses 449,610 449,610 — Total costs and expenses 15,719,089 15,792,866 (73,777) Income from operations 912,083 905,175 6,908 Interest and other expense (31,810) (31,810) — Income before provision for income taxes 880,273 873,365 6,908 Provision for income taxes 215,768 213,882 1,886 Net income $ 664,505 $ 659,483 $ 5,022 ________________________________ |
Schedule of Total Revenues Disaggregated by Major Service Line and Timing of Revenue Recognition | A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2019 and 2018, as follows (dollars in thousands): Twelve Months Ended December 31, 2019 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,283,692 $ 2,327,913 $ 710,690 $ 14,322,295 Sourcing (2) — — 987,213 987,213 Total $ 11,283,692 $ 2,327,913 $ 1,697,903 $ 15,309,508 Twelve Months Ended December 31, 2018 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 12,346,757 $ 2,487,744 $ 681,420 $ 15,515,921 Sourcing (2) — — 1,115,251 1,115,251 Total $ 12,346,757 $ 2,487,744 $ 1,796,671 $ 16,631,172 ________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Expense, Remaining Lease Terms, Discount Rate and Other Information | Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of December 31, 2019, and for the twelve months ended December 31, 2019 (dollars in thousands): Lease Costs Twelve Months Ended December 31, 2019 Operating lease expense $ 68,489 Short-term lease expense 11,440 Total lease expense $ 79,929 Other Lease Information Twelve Months Ended December 31, 2019 Operating cash outflows from operating leases $ 66,489 Right-of-use lease assets obtained in exchange for new lease liabilities (1) 101,966 ________________________________ (1) The company obtained approximately $35.5 million of right-of-use lease assets in exchange for new lease liabilities related to a warehouse lease in Australia in the fourth quarter of 2019. Lease Term and Discount Rate As of December 31, 2019 Weighted average remaining lease term (in years) (1) 7.8 Weighted average discount rate 3.4% ________________________________ |
Schedule of Maturity of Lease Liabilities | The maturity of lease liabilities as of December 31, 2019, were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2020 $ 70,995 2021 60,839 2022 49,717 2023 36,722 2024 25,457 Thereafter 125,163 Total lease payments 368,893 Less: Interest (48,169) Present value of lease liabilities $ 320,724 |
Schedule of Minimum Future Lase Commitments Under Noncancelable Lease Agreements at Prior Year End | Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2018, are as follows (in thousands): 2019 $ 53,675 2020 47,680 2021 36,832 2022 27,644 2023 19,406 Thereafter 81,465 Total lease payments $ 266,702 |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, are summarized below (in thousands, except per share data). 2019 March 31 June 30 September 30 December 31 Revenues: Transportation $ 3,504,932 $ 3,638,612 $ 3,608,346 $ 3,570,405 Sourcing 246,278 270,228 247,786 222,921 Total revenues 3,751,210 3,908,840 3,856,132 3,793,326 Costs and expenses: Purchased transportation and related services 2,853,256 2,972,998 2,999,979 3,013,200 Purchased products sourced for resale 219,154 240,626 222,722 201,263 Personnel expenses 340,098 338,886 320,563 298,981 Other selling, general, and administrative expenses 114,152 128,795 111,783 143,076 Total costs and expenses 3,526,660 3,681,305 3,655,047 3,656,520 Income from operations 224,550 227,535 201,085 136,806 Net income $ 161,788 $ 169,180 $ 146,894 $ 99,106 Basic net income per share $ 1.17 $ 1.23 $ 1.08 $ 0.73 Diluted net income per share $ 1.16 $ 1.22 $ 1.07 $ 0.73 Basic weighted average shares outstanding 137,854 137,185 136,380 135,997 Dilutive effect of outstanding stock awards 1,101 1,071 1,096 624 Diluted weighted average shares outstanding 138,955 138,256 137,476 136,621 2018 March 31 June 30 September 30 December 31 Revenues: Transportation $ 3,637,640 $ 3,953,139 $ 4,028,392 $ 3,896,750 Sourcing 287,687 322,898 263,508 241,158 Total revenues 3,925,327 4,276,037 4,291,900 4,137,908 Costs and expenses: Purchased transportation and related services 3,041,602 3,313,196 3,359,520 3,207,859 Purchased products sourced for resale 257,800 291,358 238,336 216,266 Personnel expenses 328,297 340,630 335,299 339,316 Other selling, general, and administrative expenses 106,043 111,845 112,772 118,950 Total costs and expenses 3,733,742 4,057,029 4,045,927 3,882,391 Income from operations 191,585 219,008 245,973 255,517 Net income $ 142,297 $ 159,163 $ 175,895 $ 187,150 Basic net income per share $ 1.02 $ 1.14 $ 1.27 $ 1.36 Diluted net income per share $ 1.01 $ 1.13 $ 1.25 $ 1.34 Basic weighted average shares outstanding 140,032 139,464 138,797 137,797 Dilutive effect of outstanding stock awards 1,238 1,147 1,363 1,385 Diluted weighted average shares outstanding 141,270 140,611 140,160 139,182 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents | $ 447,858 | $ 378,615 |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life (in years) | 8 years | |
Stock Awards | ||
Significant Accounting Policies [Line Items] | ||
Stock award vesting period (in years) | 5 years | |
Restricted Shares and Restricted Stock Units | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Shares and restricted units grants, discount for post-vesting holding restrictions (percent) | 12.00% | |
Restricted Shares and Restricted Stock Units | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Shares and restricted units grants, discount for post-vesting holding restrictions (percent) | 22.00% | |
Software | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Held outside the United States | ||
Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents | $ 405,100 | $ 320,000 |
Transportation services | ||
Significant Accounting Policies [Line Items] | ||
General payment terms upon completion of performance obligation | 30 days | |
Value-added logistics services | ||
Significant Accounting Policies [Line Items] | ||
General payment terms upon completion of performance obligation | 30 days | |
Sourcing Services | ||
Significant Accounting Policies [Line Items] | ||
General payment terms upon completion of performance obligation | 30 days | |
Logistics and Transportation | ||
Significant Accounting Policies [Line Items] | ||
General payment terms upon completion of performance obligation | 30 days | |
Typical contract period, maximum (in years) | 1 year |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Depreciation expense | $ 45,016 | $ 45,155 | $ 42,817 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 489,976 | $ 498,847 |
Less: accumulated depreciation and amortization | (281,553) | (270,546) |
Net property and equipment | 208,423 | 228,301 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 283,378 | 272,733 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 112,410 | 130,959 |
Corporate aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,461 | 11,337 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 61,539 | 58,929 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 20,146 | 23,648 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,042 | $ 1,241 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Amortization Expense of Purchased and Internally Developed Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Amortization of purchased and internally developed software | $ 17,023 | $ 14,688 | $ 13,887 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Purchased and Internally Developed Software (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Software [Line Items] | ||
Less accumulated amortization | $ (83,158) | $ (66,638) |
Net software | 51,762 | 34,675 |
Purchased software | ||
Software [Line Items] | ||
Software | 34,026 | 32,460 |
Internally developed software | ||
Software [Line Items] | ||
Software | $ 100,894 | $ 68,853 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill or intangible asset impairment | $ 0 | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,258,922 | $ 1,275,816 |
Acquisitions | 33,663 | |
Acquisitions and adjustments | (7) | |
Foreign currency translation | (825) | (16,887) |
Ending balance | 1,291,760 | 1,258,922 |
NAST | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,016,784 | 1,029,122 |
Acquisitions | 0 | |
Acquisitions and adjustments | (40) | |
Foreign currency translation | (1,214) | (12,298) |
Ending balance | 1,015,570 | 1,016,784 |
Global Forwarding | ||
Goodwill [Roll Forward] | ||
Beginning balance | 182,029 | 185,873 |
Acquisitions | 25,892 | |
Acquisitions and adjustments | 33 | |
Foreign currency translation | 499 | (3,877) |
Ending balance | 208,420 | 182,029 |
All Other and Corporate | ||
Goodwill [Roll Forward] | ||
Beginning balance | 60,109 | 60,821 |
Acquisitions | 7,771 | |
Acquisitions and adjustments | 0 | |
Foreign currency translation | (110) | (712) |
Ending balance | $ 67,770 | $ 60,109 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | $ 237,335 | $ 254,593 |
Accumulated Amortization | (156,879) | (156,246) |
Intangible assets, net | 80,456 | 98,347 |
Indefinite-lived intangibles | ||
Total intangibles, Cost | 247,810 | 265,068 |
Total intangibles, Net | 90,931 | 108,822 |
Trademarks | ||
Indefinite-lived intangibles | ||
Indefinite-lived intangibles | 10,475 | 10,475 |
Customer relationships | ||
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | 237,335 | 254,293 |
Accumulated Amortization | (156,879) | (156,006) |
Intangible assets, net | 80,456 | 98,287 |
Non-competition agreements | ||
Finite-lived intangibles | ||
Finite-lived intangibles, Cost | 0 | 300 |
Accumulated Amortization | 0 | (240) |
Intangible assets, net | $ 0 | $ 60 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 38,410 | $ 36,886 | $ 36,273 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Estimated amortization expense | ||
2020 | $ 28,883 | |
2021 | 15,362 | |
2022 | 15,362 | |
2023 | 12,790 | |
2024 | 4,425 | |
Thereafter | 3,634 | |
Intangible assets, net | 80,456 | $ 98,347 |
NAST | ||
Estimated amortization expense | ||
2020 | 250 | |
2021 | 250 | |
2022 | 250 | |
2023 | 250 | |
2024 | 167 | |
Thereafter | 0 | |
Global Forwarding | ||
Estimated amortization expense | ||
2020 | 28,023 | |
2021 | 14,502 | |
2022 | 14,502 | |
2023 | 11,930 | |
2024 | 3,648 | |
Thereafter | 2,771 | |
All Other and Corporate | ||
Estimated amortization expense | ||
2020 | 610 | |
2021 | 610 | |
2022 | 610 | |
2023 | 610 | |
2024 | 610 | |
Thereafter | $ 863 |
FAIR VALUE MEASUREMENT - Narrat
FAIR VALUE MEASUREMENT - Narrative (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets or liabilities at fair value | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Compon
FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Carrying value | $ 1,235,333 | $ 1,346,352 |
Less: Current maturities and short-term borrowing | (142,885) | (5,000) |
Long-term debt | $ 1,092,448 | $ 1,341,352 |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 0.00% | 3.64% |
Carrying value | $ 0 | $ 5,000 |
Senior Notes | Series A Notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 3.97% | 3.97% |
Carrying value | $ 175,000 | $ 175,000 |
Senior Notes | Series B Notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.26% | 4.26% |
Carrying value | $ 150,000 | $ 150,000 |
Senior Notes | Series C Notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.60% | 4.60% |
Carrying value | $ 175,000 | $ 175,000 |
Secured Debt | Receivables securitization facility | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 2.41% | 3.15% |
Carrying value | $ 142,885 | $ 249,744 |
Unsecured Debt | Senior Notes | ||
Debt Instrument [Line Items] | ||
Average interest rate (percent) | 4.20% | 4.20% |
Carrying value | $ 592,448 | $ 591,608 |
FINANCING ARRANGEMENTS - Narrat
FINANCING ARRANGEMENTS - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 17, 2018USD ($) | Apr. 09, 2018 | Aug. 27, 2013USD ($) | |
Debt Instrument [Line Items] | |||||
Carrying value | $ 1,235,333,000 | $ 1,346,352,000 | |||
Line of Credit | Amended Credit Agreement due 2023 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||
Maximum leverage ratio | 3.50 | ||||
Line of Credit | Amended Credit Agreement due 2023 | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
Line of Credit | Amended Credit Agreement due 2023 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 1.13% | ||||
Line of Credit | Amended Credit Agreement due 2023 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (percent) | 0.075% | ||||
Line of Credit | Amended Credit Agreement due 2023 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (percent) | 0.20% | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt fair value | $ 539,300,000 | ||||
Senior Notes | Note Purchase Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 3 | ||||
Debt instrument principal amount | $ 500,000,000 | ||||
Minimum interest coverage ratio | 2 | ||||
Maximum priority debt to total assets ratio (percent) | 15.00% | ||||
Debt instrument, redemption price (percent) | 100.00% | ||||
Secured Debt | Receivables securitization facility | |||||
Debt Instrument [Line Items] | |||||
Carrying value | $ 142,885,000 | 249,744,000 | |||
Secured Debt | Receivables securitization facility | Wells Fargo Bank N.A. and Bank of America N.A. | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 250,000,000 | ||||
Unsecured Debt | Senior Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt fair value | $ 659,900,000 | ||||
Debt instrument, redemption price (percent) | 101.00% | ||||
Debt instrument annual interest rate (percent) | 4.20% | ||||
Debt Instrument effective yield (percent) | 4.39% | ||||
Carrying value | $ 592,448,000 | $ 591,608,000 | |||
Threshold for holders of principal outstanding to declare principal and unpaid interest payable (percent) | 25.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Tax expense related to foreign withholding taxes | $ 13,900 | $ 35,899 | $ 39,830 | $ 32,638 |
Tax benefits related to excess foreign tax credits | 11,100 | |||
Tax benefit related to foreign exchange losses on previously taxed income | 1,800 | |||
Increase in income tax payable due to repatriation of foreign earnings | 3,900 | |||
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized | 39,900 | 39,900 | ||
Expected decrease in unrecognized tax benefits in next twelve months due to lapsing statutes | 3,100 | 3,100 | ||
Interest and penalties recognized | 1,000 | 1,000 | $ 700 | |
Interest and penalties accrued | 6,000 | 6,000 | 6,500 | |
Foreign net operating loss carryforwards tax effect | 11,100 | 11,100 | 8,100 | |
Foreign operating loss carryforwards | ||||
Income Taxes [Line Items] | ||||
Valuation allowance against deferred tax asset | $ 8,500 | $ 8,500 | $ 6,400 |
INCOME TAXES - Income Before Pr
INCOME TAXES - Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 649,742 | $ 738,927 | $ 638,718 |
Foreign | 92,515 | 141,346 | 89,745 |
Income before provision for income taxes | $ 742,257 | $ 880,273 | $ 728,463 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits, excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 31,515 | $ 31,806 | $ 12,268 |
Additions based on tax positions related to the current year | 2,212 | 0 | 4,014 |
Additions for tax positions of prior years | 2,148 | 1,662 | 16,713 |
Reductions for tax positions of prior years | 0 | (263) | 0 |
Lapse in statute of limitations | (1,703) | (1,394) | (1,189) |
Settlements | (234) | (296) | 0 |
Unrecognized tax benefits, end of the period | $ 33,938 | $ 31,515 | $ 31,806 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Tax provision: | ||||
Federal | $ 106,009 | $ 152,627 | $ 189,708 | |
State | 25,788 | 38,626 | 29,320 | |
Foreign | $ 13,900 | 35,899 | 39,830 | 32,638 |
Current tax provision | 167,696 | 231,083 | 251,666 | |
Deferred provision (benefit): | ||||
Federal | 1,554 | (11,969) | (21,389) | |
State | 316 | (3,176) | (3,048) | |
Foreign | (4,277) | (170) | (3,659) | |
Deferred tax provision (benefit) | (2,407) | (15,315) | (28,096) | |
Total provision | $ 165,289 | $ 215,768 | $ 223,570 |
INCOME TAXES - Reconciliation_2
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal benefit | 2.80% | 3.30% | 2.60% |
Tax Act impact | 0.00% | 0.40% | (1.70%) |
Section 199 deduction | 0.00% | 0.00% | (2.80%) |
Share-based payment awards | (0.90%) | (0.70%) | (1.90%) |
Excess foreign tax credits | (1.50%) | 0.00% | 0.00% |
Foreign | 1.70% | 0.60% | (0.90%) |
Other | (0.80%) | (0.10%) | 0.40% |
Effective income tax rate | 22.30% | 24.50% | 30.70% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Lease liabilities | $ 77,879 | $ 0 |
Compensation | 54,226 | 57,666 |
Accrued expenses | 23,179 | 27,683 |
Receivables | 5,086 | 8,093 |
Other | 7,417 | 6,004 |
Deferred tax liabilities: | ||
Right-of-use assets | (75,352) | 0 |
Intangible assets | (73,166) | (77,059) |
Accrued revenue | (14,893) | (19,571) |
Prepaid assets | (4,660) | (5,798) |
Long-lived assets | (15,134) | (15,615) |
Other | (10,873) | (7,167) |
Net deferred tax liabilities | $ (26,291) | $ (25,764) |
CAPITAL STOCK AND STOCK AWARD_3
CAPITAL STOCK AND STOCK AWARD PLANS - Narrative (Details) $ / shares in Units, $ in Millions | May 09, 2019shares | Dec. 31, 2019USD ($)vote$ / sharesshares | Dec. 31, 2014 | Dec. 31, 2018$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | ||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Common stock, 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 | |||
Increase in number of shares authorized for award (in shares) | 4,000,000 | |||
Maximum number of shares that can be granted under stock plan (in shares) | 17,041,803 | |||
Shares available for stock awards (in shares) | 5,300,634 | |||
Unrecognized compensation expense related to stock options | $ | $ 40.4 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,348,501 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock award vesting period (in years) | 5 years | |||
Performance Based Restricted Shares and Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock award vesting period (in years) | 5 years | |||
Restricted Shares and Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to stock awards | $ | $ 99.3 | |||
Restricted Shares and Restricted Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares and restricted stock unit grants, discount for post-vesting holding restrictions (percent) | 12.00% | |||
Restricted Shares and Restricted Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares and restricted stock unit grants, discount for post-vesting holding restrictions (percent) | 22.00% |
CAPITAL STOCK AND STOCK AWARD_4
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 39,083 | $ 87,791 | $ 41,805 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 16,073 | 23,374 | 10,109 |
Stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 20,170 | 61,826 | 29,217 |
Company Expense on ESPP discount | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,840 | $ 2,591 | $ 2,479 |
CAPITAL STOCK AND STOCK AWARD_5
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Outstanding, beginning balance (in shares) | 7,822,514 | |
Grants (in shares) | 151,040 | |
Exercised (in shares) | (725,685) | |
Forfeitures (in shares) | (197,677) | |
Outstanding, ending balance (in shares) | 7,050,192 | 7,822,514 |
Vested (in shares) | 4,507,070 | |
Exercisable (in shares) | 4,507,070 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 74.42 | |
Grants (in dollars per share) | 82.46 | |
Exercised (in dollars per share) | 65.58 | |
Terminated (in dollars per share) | 77.87 | |
Outstanding, ending balance (in dollars per share) | 75.40 | $ 74.42 |
Vested (in dollars per share) | 71.17 | |
Exercisable (in dollars per share) | $ 71.17 | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding, aggregate intrinsic value | $ 44,067 | $ 85,222 |
Average Remaining Life (years) | ||
Outstanding, average remaining life (in years) | 6 years 4 months 24 days | 7 years 2 months 12 days |
Vested, average remaining life (in years) | 5 years 7 months 6 days | |
Exercisable, average remaining life (in years) | 5 years 7 months 6 days |
CAPITAL STOCK AND STOCK AWARD_6
CAPITAL STOCK AND STOCK AWARD PLANS - Intrinsic Value of Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Intrinsic value of options exercised | $ 15,862 | $ 16,209 | $ 6,026 |
CAPITAL STOCK AND STOCK AWARD_7
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Stock Options Grants by First Vesting Date (Details) - $ / shares | Feb. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 5,266,478 | ||
Weighted average grant date fair value (in dollars per share) | $ 14.73 | ||
Unvested options (in shares) | 2,543,122 | ||
Weighted average exercise price (in dollars per share) | $ 82.46 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock award vesting period (in years) | 5 years | ||
First Vesting Date Dec 31 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 1,421,432 | ||
Weighted average grant date fair value (in dollars per share) | $ 12.66 | ||
Unvested options (in shares) | 280,033 | ||
First Vesting Date Dec 31 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 1,238,090 | ||
Weighted average grant date fair value (in dollars per share) | $ 12.60 | ||
Unvested options (in shares) | 484,683 | ||
First Vesting Date Dec 31 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 1,447,294 | ||
Weighted average grant date fair value (in dollars per share) | $ 14.25 | ||
Unvested options (in shares) | 855,028 | ||
First Vesting Date Dec 31 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 1,159,662 | ||
Weighted average grant date fair value (in dollars per share) | $ 20.13 | ||
Unvested options (in shares) | 923,378 | ||
First Vesting Date Dec 31 2020 | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted, net of forfeitures (in shares) | 1,660,548 | ||
Weighted average grant date fair value (in dollars per share) | $ 13.88 | ||
Weighted average exercise price (in dollars per share) | $ 72.74 | ||
First Vesting Date Dec 31 2020 | Stock Options | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock award vesting period (in years) | 5 years |
CAPITAL STOCK AND STOCK AWARD_8
CAPITAL STOCK AND STOCK AWARD PLANS - Assumptions Used in Estimating the Fair Value Per Option (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average risk-free interest rate (percent) | 2.10% | 3.10% | 2.30% |
Expected dividend yield (percent) | 2.00% | 2.00% | 2.50% |
Weighted-average volatility (percent) | 25.00% | 25.00% | 20.00% |
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 2 months 12 days |
Weighted average fair value per option (in dollars per share) | $ 17.52 | $ 20.52 | $ 14.23 |
CAPITAL STOCK AND STOCK AWARD_9
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Unvested Performance-Based Restricted Shares and Restricted Stock Units (Details) - Performance Based Restricted Shares and Restricted Stock Units | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Restricted Shares and Restricted Stock Units | |
Unvested, beginning balance (in shares) | shares | 846,170 |
Granted (in shares) | shares | 38,340 |
Vested (in shares) | shares | 0 |
Forfeitures (in shares) | shares | (42,717) |
Unvested, ending balance (in shares) | shares | 841,793 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 68.35 |
Granted (in dollars per share) | $ / shares | 68.10 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeitures (in dollars per share) | $ / shares | 63.24 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 68.68 |
CAPITAL STOCK AND STOCK AWAR_10
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Performance-Based Shares and Units by First Vesting Date (Details) - Performance Based Restricted Shares and Restricted Stock Units - $ / shares | Feb. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares and stock units granted, net of forfeitures (in shares) | 1,403,522 | ||
Weighted average grant date fair value (in dollars per share) | $ 65.59 | ||
Unvested performance shares and restricted stock units (in shares) | 841,793 | 846,170 | |
Stock award vesting period (in years) | 5 years | ||
Granted (in shares) | 38,340 | ||
Weighted average grant date fair value (in dollars per share) | $ 68.10 | ||
First Vesting Date Dec 31 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares and stock units granted, net of forfeitures (in shares) | 388,578 | ||
Weighted average grant date fair value (in dollars per share) | $ 51.88 | ||
Unvested performance shares and restricted stock units (in shares) | 138,268 | ||
First Vesting Date Dec 31 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares and stock units granted, net of forfeitures (in shares) | 338,693 | ||
Weighted average grant date fair value (in dollars per share) | $ 64.91 | ||
Unvested performance shares and restricted stock units (in shares) | 161,722 | ||
First Vesting Date Dec 31 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares and stock units granted, net of forfeitures (in shares) | 310,713 | ||
Weighted average grant date fair value (in dollars per share) | $ 74.26 | ||
Unvested performance shares and restricted stock units (in shares) | 176,265 | ||
First Vesting Date Dec 31 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance shares and stock units granted, net of forfeitures (in shares) | 365,538 | ||
Weighted average grant date fair value (in dollars per share) | $ 73.82 | ||
Unvested performance shares and restricted stock units (in shares) | 365,538 | ||
First Vesting Date Dec 31 2020 | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock award vesting period (in years) | 5 years | ||
Granted (in shares) | 405,776 | ||
Weighted average grant date fair value (in dollars per share) | $ 59.34 |
CAPITAL STOCK AND STOCK AWAR_11
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Unvested Time-Based Restricted Shares and Restricted Stock Units (Details) - Time Based Restricted Shares and Restricted Stock Units - $ / shares | Feb. 05, 2020 | Dec. 31, 2019 |
Number of Restricted Shares and Stock Units | ||
Unvested, beginning balance (in shares) | 926,692 | |
Granted (in shares) | 40,309 | |
Vested (in shares) | (291,318) | |
Forfeitures (in shares) | (61,242) | |
Unvested, ending balance (in shares) | 614,441 | |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance (in dollars per share) | $ 67.08 | |
Granted (in dollars per share) | 72.07 | |
Vested (in dollars per share) | 63.93 | |
Forfeitures (in dollars per share) | 67.66 | |
Unvested, ending balance (in dollars per share) | $ 68.76 | |
Subsequent Event | ||
Number of Restricted Shares and Stock Units | ||
Granted (in shares) | 329,586 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 59.34 | |
Stock award vesting period (in years) | 5 years |
CAPITAL STOCK AND STOCK AWAR_12
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Fair Value of Full Value Stock Awards Vested (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Full Value Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of awards vested | $ 20,170 | $ 61,826 | $ 29,217 |
CAPITAL STOCK AND STOCK AWAR_13
CAPITAL STOCK AND STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized by the Company | $ 39,083,000 | $ 87,791,000 | $ 41,805,000 |
Company Expense on ESPP discount | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized by the Company | $ 2,840,000 | $ 2,591,000 | $ 2,479,000 |
1997 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Purchased by Employees (in shares) | 224,596 | 191,823 | 215,613 |
Aggregate Costs to Employees | $ 16,093,000 | $ 14,682,000 | $ 14,048,000 |
Maximum employee contribution to purchase company stock | $ 10,000 | ||
Discount rate used to determine purchase price (percent) | 15.00% | ||
1997 Employee Stock Purchase Plan | Company Expense on ESPP discount | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized by the Company | $ 2,840,000 | $ 2,591,000 | $ 2,479,000 |
CAPITAL STOCK AND STOCK AWAR_14
CAPITAL STOCK AND STOCK AWARD PLANS - Share Repurchase Programs Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2018 | Dec. 31, 2013 | |
Share Repurchases [Line Items] | |||||
Total Value of Shares Repurchased | $ 306,444 | $ 303,492 | $ 179,985 | ||
Share Repurchase Programs | |||||
Share Repurchases [Line Items] | |||||
Shares Repurchased (in shares) | 3,434,102 | 3,319,077 | 2,426,407 | ||
Total Value of Shares Repurchased | $ 306,444 | $ 303,492 | $ 179,985 | ||
2013 Repurchase Program | |||||
Share Repurchases [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 15,000,000 | ||||
2018 Repurchase Program | |||||
Share Repurchases [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 15,000,000 | ||||
Shares remaining for repurchase under authorization (in shares) | 9,993,683 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Defined Contribution Plan Expense, including Matching Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Profit-sharing plan expense | $ 42,491 | $ 43,172 | $ 27,530 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution match | 6.00% | 4.00% | 4.00% | |
Discretionary profit-sharing contribution | 2.00% | |||
Forecast | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution match | 6.00% |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | May 22, 2019 | Feb. 28, 2019 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 28, 2020 |
Business Acquisition [Line Items] | |||||||
Purchase consideration, net of cash acquired | $ 59,200 | $ 5,315 | $ 49,068 | ||||
Goodwill recorded in acquisition | $ 33,663 | ||||||
Dema Service | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, net of cash acquired | $ 14,200 | ||||||
Goodwill recorded in acquisition | $ 7,800 | ||||||
Space Cargo | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, net of cash acquired | $ 45,000 | ||||||
Goodwill recorded in acquisition | $ 25,900 | ||||||
Milgram | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, net of cash acquired | $ 47,300 | ||||||
Goodwill recorded in acquisition | $ 28,300 | ||||||
Prime Distribution Services | Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration per definitive agreement | $ 225,000 |
ACQUISITIONS - Summary of Ident
ACQUISITIONS - Summary of Identifiable Intangible Assets and Estimated Useful Lives (Details) - Customer relationships - USD ($) $ in Thousands | May 22, 2019 | Feb. 28, 2019 | Aug. 31, 2017 |
Dema Service | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 7 years | ||
Identifiable intangible assets | $ 4,252 | ||
Space Cargo | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 7 years | ||
Identifiable intangible assets | $ 16,439 | ||
Milgram | |||
Business Acquisition [Line Items] | |||
Estimated Life (years) | 7 years | ||
Identifiable intangible assets | $ 14,004 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 2 |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)employee | Dec. 31, 2018USD ($)employee | Dec. 31, 2017USD ($)employee | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 3,793,326 | $ 3,856,132 | $ 3,908,840 | $ 3,751,210 | $ 4,137,908 | $ 4,291,900 | $ 4,276,037 | $ 3,925,327 | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Net Revenues | 2,586,310 | 2,705,235 | 2,368,050 | ||||||||
Income (loss) from operations | 136,806 | $ 201,085 | $ 227,535 | $ 224,550 | 255,517 | $ 245,973 | $ 219,008 | $ 191,585 | 789,976 | 912,083 | 775,119 |
Depreciation and amortization | 100,449 | 96,729 | 92,977 | ||||||||
Total assets | 4,641,060 | 4,427,412 | $ 4,641,060 | $ 4,427,412 | $ 4,235,834 | ||||||
Average headcount (employee) | employee | 15,551 | 15,204 | 14,687 | ||||||||
Operating Segments | NAST | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 11,283,692 | $ 12,346,757 | $ 10,728,835 | ||||||||
Net Revenues | 1,797,369 | 1,906,261 | 1,626,174 | ||||||||
Income (loss) from operations | 722,763 | 821,844 | 661,108 | ||||||||
Depreciation and amortization | 24,508 | 25,290 | 23,866 | ||||||||
Total assets | 2,550,010 | 2,567,120 | $ 2,550,010 | $ 2,567,120 | $ 2,506,137 | ||||||
Average headcount (employee) | employee | 7,354 | 7,387 | 7,316 | ||||||||
Operating Segments | Global Forwarding | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 2,327,913 | $ 2,487,744 | $ 2,140,987 | ||||||||
Net Revenues | 533,976 | 543,906 | 485,280 | ||||||||
Income (loss) from operations | 80,527 | 91,626 | 91,842 | ||||||||
Depreciation and amortization | 36,720 | 35,148 | 33,308 | ||||||||
Total assets | 1,021,592 | 969,736 | $ 1,021,592 | $ 969,736 | $ 821,182 | ||||||
Average headcount (employee) | employee | 4,766 | 4,711 | 4,310 | ||||||||
Operating Segments | All Other and Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 1,697,903 | $ 1,796,671 | $ 1,999,558 | ||||||||
Net Revenues | 254,965 | 255,068 | 256,596 | ||||||||
Income (loss) from operations | (13,314) | (1,387) | 22,169 | ||||||||
Depreciation and amortization | 39,221 | 36,291 | 35,803 | ||||||||
Total assets | $ 1,069,458 | $ 890,556 | $ 1,069,458 | $ 890,556 | $ 908,515 | ||||||
Average headcount (employee) | employee | 3,431 | 3,106 | 3,061 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | |||||||||||
Revenues | $ 3,793,326 | $ 3,856,132 | $ 3,908,840 | $ 3,751,210 | $ 4,137,908 | $ 4,291,900 | $ 4,276,037 | $ 3,925,327 | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Long-lived assets | |||||||||||
Total long-lived assets | 695,696 | 405,423 | 695,696 | 405,423 | 442,212 | ||||||
Right-of-use lease assets | 310,860 | 310,860 | |||||||||
United States | |||||||||||
Total revenues | |||||||||||
Revenues | 13,143,522 | 14,370,454 | 12,865,087 | ||||||||
Long-lived assets | |||||||||||
Total long-lived assets | 489,129 | 321,766 | 489,129 | 321,766 | 335,072 | ||||||
Right-of-use lease assets | 216,400 | 216,400 | |||||||||
Other locations | |||||||||||
Total revenues | |||||||||||
Revenues | 2,165,986 | 2,260,718 | 2,004,293 | ||||||||
Long-lived assets | |||||||||||
Total long-lived assets | 206,567 | $ 83,657 | 206,567 | $ 83,657 | $ 107,140 | ||||||
Right-of-use lease assets | $ 94,400 | $ 94,400 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Impact on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||||||||||
Total revenues | $ 3,793,326 | $ 3,856,132 | $ 3,908,840 | $ 3,751,210 | $ 4,137,908 | $ 4,291,900 | $ 4,276,037 | $ 3,925,327 | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Costs and expenses: | |||||||||||
Personnel expenses | 298,981 | 320,563 | 338,886 | 340,098 | 339,316 | 335,299 | 340,630 | 328,297 | 1,298,528 | 1,343,542 | 1,179,527 |
Other selling, general, and administrative expenses | 143,076 | 111,783 | 128,795 | 114,152 | 118,950 | 112,772 | 111,845 | 106,043 | 497,806 | 449,610 | 413,404 |
Total costs and expenses | 3,656,520 | 3,655,047 | 3,681,305 | 3,526,660 | 3,882,391 | 4,045,927 | 4,057,029 | 3,733,742 | 14,519,532 | 15,719,089 | 14,094,261 |
Income from operations | 136,806 | 201,085 | 227,535 | 224,550 | 255,517 | 245,973 | 219,008 | 191,585 | 789,976 | 912,083 | 775,119 |
Interest and other expenses | (47,719) | (31,810) | (46,656) | ||||||||
Income before provision for income taxes | 742,257 | 880,273 | 728,463 | ||||||||
Provision for income taxes | 165,289 | 215,768 | 223,570 | ||||||||
Net income | 99,106 | 146,894 | 169,180 | 161,788 | 187,150 | 175,895 | 159,163 | 142,297 | 576,968 | 664,505 | 504,893 |
Balances without adoption of ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | 15,465,028 | 16,698,041 | |||||||||
Costs and expenses: | |||||||||||
Personnel expenses | 1,299,087 | 1,343,159 | |||||||||
Other selling, general, and administrative expenses | 497,806 | 449,610 | |||||||||
Total costs and expenses | 14,670,318 | 15,792,866 | |||||||||
Income from operations | 794,710 | 905,175 | |||||||||
Interest and other expenses | (47,719) | (31,810) | |||||||||
Income before provision for income taxes | 746,991 | 873,365 | |||||||||
Provision for income taxes | 166,502 | 213,882 | |||||||||
Net income | 580,489 | 659,483 | |||||||||
Effect of change higher (lower) | ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (155,520) | (66,869) | |||||||||
Costs and expenses: | |||||||||||
Personnel expenses | (559) | 383 | |||||||||
Other selling, general, and administrative expenses | 0 | 0 | |||||||||
Total costs and expenses | (150,786) | (73,777) | |||||||||
Income from operations | (4,734) | 6,908 | |||||||||
Interest and other expenses | 0 | 0 | |||||||||
Income before provision for income taxes | (4,734) | 6,908 | |||||||||
Provision for income taxes | (1,213) | 1,886 | |||||||||
Net income | (3,521) | 5,022 | |||||||||
Transportation | |||||||||||
Revenues: | |||||||||||
Total revenues | 3,570,405 | 3,608,346 | 3,638,612 | 3,504,932 | 3,896,750 | 4,028,392 | 3,953,139 | 3,637,640 | 14,322,295 | 15,515,921 | 13,502,906 |
Costs and expenses: | |||||||||||
Purchased services and products | 3,013,200 | 2,999,979 | 2,972,998 | 2,853,256 | 3,207,859 | 3,359,520 | 3,313,196 | 3,041,602 | 11,839,433 | 12,922,177 | 11,257,290 |
Transportation | Balances without adoption of ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | 14,336,820 | 15,462,328 | |||||||||
Costs and expenses: | |||||||||||
Purchased services and products | 11,848,665 | 12,875,875 | |||||||||
Transportation | Effect of change higher (lower) | ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (14,525) | 53,593 | |||||||||
Costs and expenses: | |||||||||||
Purchased services and products | (9,232) | 46,302 | |||||||||
Sourcing | |||||||||||
Revenues: | |||||||||||
Total revenues | 222,921 | 247,786 | 270,228 | 246,278 | 241,158 | 263,508 | 322,898 | 287,687 | 987,213 | 1,115,251 | 1,366,474 |
Costs and expenses: | |||||||||||
Purchased services and products | $ 201,263 | $ 222,722 | $ 240,626 | $ 219,154 | $ 216,266 | $ 238,336 | $ 291,358 | $ 257,800 | 883,765 | 1,003,760 | $ 1,244,040 |
Sourcing | Balances without adoption of ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | 1,128,208 | 1,235,713 | |||||||||
Costs and expenses: | |||||||||||
Purchased services and products | 1,024,760 | 1,124,222 | |||||||||
Sourcing | Effect of change higher (lower) | ASU 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (140,995) | (120,462) | |||||||||
Costs and expenses: | |||||||||||
Purchased services and products | $ (140,995) | $ (120,462) |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Total Revenues Disaggregated by Major Service Line and Timing of Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 3,793,326 | $ 3,856,132 | $ 3,908,840 | $ 3,751,210 | $ 4,137,908 | $ 4,291,900 | $ 4,276,037 | $ 3,925,327 | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Operating Segments | NAST | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 11,283,692 | 12,346,757 | 10,728,835 | ||||||||
Operating Segments | Global Forwarding | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,327,913 | 2,487,744 | 2,140,987 | ||||||||
Operating Segments | All Other and Corporate | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,697,903 | 1,796,671 | 1,999,558 | ||||||||
Transportation | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 3,570,405 | 3,608,346 | 3,638,612 | 3,504,932 | 3,896,750 | 4,028,392 | 3,953,139 | 3,637,640 | 14,322,295 | 15,515,921 | 13,502,906 |
Transportation | Performance obligations completed over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 14,322,295 | 15,515,921 | |||||||||
Transportation | Operating Segments | NAST | Performance obligations completed over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 11,283,692 | 12,346,757 | |||||||||
Transportation | Operating Segments | Global Forwarding | Performance obligations completed over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,327,913 | 2,487,744 | |||||||||
Transportation | Operating Segments | All Other and Corporate | Performance obligations completed over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 710,690 | 681,420 | |||||||||
Sourcing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 222,921 | $ 247,786 | $ 270,228 | $ 246,278 | $ 241,158 | $ 263,508 | $ 322,898 | $ 287,687 | 987,213 | 1,115,251 | $ 1,366,474 |
Sourcing | Performance obligations completed at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 987,213 | 1,115,251 | |||||||||
Sourcing | Operating Segments | NAST | Performance obligations completed at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 0 | 0 | |||||||||
Sourcing | Operating Segments | Global Forwarding | Performance obligations completed at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 0 | 0 | |||||||||
Sourcing | Operating Segments | All Other and Corporate | Performance obligations completed at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 987,213 | $ 1,115,251 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - Product Concentration Risk - Revenue | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Transportation services | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenues attributable to services | 92.00% | 91.00% |
Sourcing | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenues attributable to services | 6.00% | 7.00% |
Value-added logistics services | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenues attributable to services | 2.00% | 2.00% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Feb. 19, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 310,860 | ||
Right-of-use lease liabilities | $ 320,724 | ||
Warehouse space, Los Angeles | Subsequent Event | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 38,700 | ||
Right-of-use lease liabilities | $ 38,700 | ||
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 265,400 | ||
Right-of-use lease liabilities | $ 273,300 |
LEASES - Lease Data (Details)
LEASES - Lease Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease Costs | |||
Operating Lease, Cost | $ 68,489 | ||
Short-term Lease, Cost | 11,440 | ||
Total lease expense | 79,929 | ||
Other Lease Information | |||
Operating cash flows from operating leases | 66,489 | ||
Right-of-use lease assets obtained in exchange for new lease liabilities | $ 101,966 | ||
Lease Term and Discount Rate | |||
Weighted average remaining lease term (in years) | 7 years 9 months 18 days | 7 years 9 months 18 days | |
Weighted average discount rate (percent) | 3.40% | 3.40% | |
Weighted average remaining lease term, excluding Chicago office space (in years) | 5 years 2 months 12 days | ||
One leased location | |||
Other Lease Information | |||
Right-of-use lease assets obtained in exchange for new lease liabilities | $ 35,500 | ||
Chicago office space | |||
Lease Term and Discount Rate | |||
Lease term (in years) | 15 years |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturity of Lease Liabilities | |
2020 | $ 70,995 |
2021 | 60,839 |
2022 | 49,717 |
2023 | 36,722 |
2024 | 25,457 |
Thereafter | 125,163 |
Total lease payments | 368,893 |
Less: Interest | (48,169) |
Present value of lease liabilities | $ 320,724 |
LEASES - Minimum Future Lease C
LEASES - Minimum Future Lease Commitments Under Noncancelable Lease Agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Minimum Future Lease Commitments Payments Under Noncancelable Lease Agreements | |
2019 | $ 53,675 |
2020 | 47,680 |
2021 | 36,832 |
2022 | 27,644 |
2023 | 19,406 |
Thereafter | 81,465 |
Total lease payments | $ 266,702 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity Note [Abstract] | ||
Accumulated other comprehensive loss | $ 76,149 | $ 71,935 |
RECENTLY ISSUED ACCOUNTING PR_2
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use lease assets | $ 310,860 | |
Right-of-use lease liabilities | $ 320,724 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use lease assets | $ 265,400 | |
Right-of-use lease liabilities | $ 273,300 |
SUPPLEMENTARY DATA (UNAUDITED_2
SUPPLEMENTARY DATA (UNAUDITED) - Unaudited Results of Operations by Quarter (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||||||||||
Total revenues | $ 3,793,326 | $ 3,856,132 | $ 3,908,840 | $ 3,751,210 | $ 4,137,908 | $ 4,291,900 | $ 4,276,037 | $ 3,925,327 | $ 15,309,508 | $ 16,631,172 | $ 14,869,380 |
Costs and expenses: | |||||||||||
Personnel expenses | 298,981 | 320,563 | 338,886 | 340,098 | 339,316 | 335,299 | 340,630 | 328,297 | 1,298,528 | 1,343,542 | 1,179,527 |
Other selling, general, and administrative expenses | 143,076 | 111,783 | 128,795 | 114,152 | 118,950 | 112,772 | 111,845 | 106,043 | 497,806 | 449,610 | 413,404 |
Total costs and expenses | 3,656,520 | 3,655,047 | 3,681,305 | 3,526,660 | 3,882,391 | 4,045,927 | 4,057,029 | 3,733,742 | 14,519,532 | 15,719,089 | 14,094,261 |
Income from operations | 136,806 | 201,085 | 227,535 | 224,550 | 255,517 | 245,973 | 219,008 | 191,585 | 789,976 | 912,083 | 775,119 |
Net income | $ 99,106 | $ 146,894 | $ 169,180 | $ 161,788 | $ 187,150 | $ 175,895 | $ 159,163 | $ 142,297 | $ 576,968 | $ 664,505 | $ 504,893 |
Basic net income per share (in dollars per share) | $ 0.73 | $ 1.08 | $ 1.23 | $ 1.17 | $ 1.36 | $ 1.27 | $ 1.14 | $ 1.02 | $ 4.21 | $ 4.78 | $ 3.59 |
Diluted net income per share (in dollars per share) | $ 0.73 | $ 1.07 | $ 1.22 | $ 1.16 | $ 1.34 | $ 1.25 | $ 1.13 | $ 1.01 | $ 4.19 | $ 4.73 | $ 3.57 |
Basic weighted average shares outstanding (in shares) | 135,997 | 136,380 | 137,185 | 137,854 | 137,797 | 138,797 | 139,464 | 140,032 | 136,955 | 139,010 | 140,610 |
Dilutive effect of outstanding stock awards (in shares) | 624 | 1,096 | 1,071 | 1,101 | 1,385 | 1,363 | 1,147 | 1,238 | 780 | 1,395 | 772 |
Diluted weighted average shares outstanding (in shares) | 136,621 | 137,476 | 138,256 | 138,955 | 139,182 | 140,160 | 140,611 | 141,270 | 137,735 | 140,405 | 141,382 |
Transportation | |||||||||||
Revenues: | |||||||||||
Total revenues | $ 3,570,405 | $ 3,608,346 | $ 3,638,612 | $ 3,504,932 | $ 3,896,750 | $ 4,028,392 | $ 3,953,139 | $ 3,637,640 | $ 14,322,295 | $ 15,515,921 | $ 13,502,906 |
Costs and expenses: | |||||||||||
Purchased services and products | 3,013,200 | 2,999,979 | 2,972,998 | 2,853,256 | 3,207,859 | 3,359,520 | 3,313,196 | 3,041,602 | 11,839,433 | 12,922,177 | 11,257,290 |
Sourcing | |||||||||||
Revenues: | |||||||||||
Total revenues | 222,921 | 247,786 | 270,228 | 246,278 | 241,158 | 263,508 | 322,898 | 287,687 | 987,213 | 1,115,251 | 1,366,474 |
Costs and expenses: | |||||||||||
Purchased services and products | $ 201,263 | $ 222,722 | $ 240,626 | $ 219,154 | $ 216,266 | $ 238,336 | $ 291,358 | $ 257,800 | $ 883,765 | $ 1,003,760 | $ 1,244,040 |
SCHEDULE II. VALUATION AND QU_2
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS - Transactions in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance, beginning of year | $ 41,131 | $ 42,409 | $ 39,543 |
Provision | 5,853 | 15,634 | 13,489 |
Write-offs | (14,146) | (16,912) | (10,623) |
Balance, end of year | $ 32,838 | $ 41,131 | $ 42,409 |