10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2018

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

For the Transition Period From         to        

Commission File Number: 000-23189

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	41-1883630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
14701 Charlson Road, Eden Prairie, Minnesota	55347-5088
(Address of principal executive offices)	(Zip Code)

952-937-8500

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

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

Large accelerated filer	ý	Accelerated filer	¨	Emerging Growth Company	¨
Non-accelerated filer	¨	Smaller reporting company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of May 4, 2018, the number of shares outstanding of the registrant’s Common Stock, par value $.10 per share, was 139,238,642.

C.H. ROBINSON WORLDWIDE, INC.

TABLE OF CONTENTS

	PART I. Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2018 and 2017	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II. Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults on Senior Securities	29
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)	March 31, 2018			December 31, 2017
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	349,782		$	333,890
Receivables, net of allowance for doubtful accounts of $40,512 and $42,409	2,019,333			2,113,930
Contract assets	161,028			—
Prepaid expenses and other	60,870			63,116
Total current assets	2,591,013			2,510,936
Property and equipment, net	230,609			230,326
Goodwill	1,273,850			1,275,816
Other intangible assets, net	140,874			151,585
Deferred tax asset	11,126			6,870
Other assets	60,304			60,301
Total assets	$	4,307,776		$	4,235,834
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	990,065		$	1,000,305
Outstanding checks	74,896			96,359
Accrued expenses:
Transportation expense	111,920			—
Compensation	69,723			105,316
Income taxes	42,781			12,240
Other accrued liabilities	54,025			58,229
Current portion of debt	651,000			715,000
Total current liabilities	1,994,410			1,987,449
Long-term debt	750,000			750,000
Noncurrent income taxes payable	25,215			26,684
Deferred tax liabilities	52,883			45,355
Other long-term liabilities	596			601
Total liabilities	2,823,104			2,810,089
Stockholders’ investment:
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $ .10 par value, 480,000 shares authorized; 179,102 and 179,103 shares issued, 139,353 and 139,542 outstanding	13,935			13,954
Additional paid-in capital	451,966			444,280
Retained earnings	3,523,245			3,437,093
Accumulated other comprehensive loss	(19,025		)	(18,460		)
Treasury stock at cost (39,749 and 39,561 shares)	(2,485,449		)	(2,451,122		)
Total stockholders’ investment	1,484,672			1,425,745
Total liabilities and stockholders’ investment	$	4,307,776		$	4,235,834

See accompanying notes to the condensed consolidated financial statements.

3

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(unaudited)

	Three Months Ended March 31,
(In thousands, except per share data)	2018			2017
Revenues:
Transportation	$	3,637,640		$	3,102,043
Sourcing	287,687			313,082
Total revenues	3,925,327			3,415,125
Costs and expenses:
Purchased transportation and related services	3,041,602			2,563,885
Purchased products sourced for resale	257,800			282,674
Personnel expenses	328,297			290,504
Other selling, general, and administrative expenses	106,043			90,104
Total costs and expenses	3,733,742			3,227,167
Income from operations	191,585			187,958
Interest and other expense	(10,700		)	(9,302		)
Income before provision for income taxes	180,885			178,656
Provision for income taxes	38,588			56,576
Net income	142,297			122,080
Other comprehensive (loss)/income	(565		)	17,405
Comprehensive income	$	141,732		$	139,485
Basic net income per share	$	1.02		$	0.86
Diluted net income per share	$	1.01		$	0.86
Basic weighted average shares outstanding	140,032			141,484
Dilutive effect of outstanding stock awards	1,238			374
Diluted weighted average shares outstanding	141,270			141,858
Cash dividends declared per share	$	0.46		$	0.45

See accompanying notes to the condensed consolidated financial statements.

4

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31,
(In thousands)	2018			2017
OPERATING ACTIVITIES
Net income	$	142,297		$	122,080
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	24,241			22,431
Provision for doubtful accounts	6,630			3,618
Stock-based compensation	18,134			12,318
Deferred income taxes	(26		)	(2,048		)
Excess tax benefit on stock-based compensation	(6,224		)	(9,344		)
Loss on sale/disposal of assets	323			485
Changes in operating elements (net of acquisitions):
Receivables	(10,056		)	(95,204		)
Contract assets	(13,264		)	—
Prepaid expenses and other	6,327			(6,049		)
Other non-current assets	1,093			(1,016		)
Accounts payable and outstanding checks	21,797			47,201
Accrued transportation expense	17,109			—
Accrued compensation	(37,867		)	(37,864		)
Accrued income taxes	35,184			51,949
Other accrued liabilities	(5,128		)	(15,861		)
Net cash provided by operating activities	200,570			92,696
INVESTING ACTIVITIES
Purchases of property and equipment	(11,719		)	(13,537		)
Purchases and development of software	(3,744		)	(3,183		)
Acquisitions, net of cash acquired	—			(1,780		)
Other	(726		)	56
Net cash used for investing activities	(16,189		)	(18,444		)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	24,497			15,823
Stock tendered for payment of withholding taxes	(18,091		)	(18,955		)
Repurchase of common stock	(47,700		)	(28,999		)
Cash dividends	(65,382		)	(64,597		)
Proceeds from short-term borrowings	2,119,000			2,450,000
Payments on short-term borrowings	(2,183,000		)	(2,450,000		)
Net cash used for financing activities	(170,676		)	(96,728		)
Effect of exchange rates on cash	2,187			4,604
Net change in cash and cash equivalents	15,892			(17,872		)
Cash and cash equivalents, beginning of period	333,890			247,666
Cash and cash equivalents, end of period	$	349,782		$	229,794

Noncash transactions from investing and financing activities:
Accrued share repurchases held in other accrued liabilities	$	4,000	$	3,000
Accrued purchases of property and equipment	449		1,404

See accompanying notes to the condensed consolidated financial statements.

5

C.H. ROBINSON WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

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

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

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2017.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard supersedes all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method applied to contracts that were not completed as of the date of initial application resulting in a $9.2 million cumulative adjustment to retained earnings.

We have updated our revenue recognition critical accounting policy due to the adoption of this standard and expanded the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 below. The adoption of this standard changed the timing of revenue recognition for our transportation businesses from at delivery to over the transit period as our performance obligations are completed. Due to the short transit period of many of our performance obligations, this change did not have a material impact on our results of operations or cash flows.

The new standard expanded our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing 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. See Note 10 to our consolidated financial statements which includes the expanded disclosures required by ASU 2014-09.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.

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RECENTLY ISSUED 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. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases. As of December 31, 2017, we had $282.7 million of minimum future lease commitments under noncancelable lease agreements which will be subject to ASC 2016-02 once adopted.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act ("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. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have expanded these policies below to effect the adoption of ASU 2014-09 in the first quarter of 2018.

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.

NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS

The change in carrying amount of goodwill is as follows (in thousands):

	NAST			Global Forwarding			Robinson Fresh			All Other and Corporate			Total
December 31, 2017 balance	$	921,486		$	185,873		$	141,185		$	27,272		$	1,275,816
Translation	(986		)	(818		)	(137		)	(25		)	(1,966		)
March 31, 2018 balance	$	920,500		$	185,055		$	141,048		$	27,247		$	1,273,850

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”). Refer to Critical Accounting Policies and Estimates.

7

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

	March 31, 2018							December 31, 2017
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Finite-lived intangibles
Customer relationships	$	263,093	$	(132,799	)	$	130,294	$	263,093	$	(122,103	)	$	140,990
Non-competition agreements	300		(195		)	105		300		(180		)	120
Total finite-lived intangibles	263,393		(132,994		)	130,399		263,393		(122,283		)	141,110
Indefinite-lived intangibles
Trademarks	10,475		—			10,475		10,475		—			10,475
Total intangibles	$	273,868	$	(132,994	)	$	140,874	$	273,868	$	(122,283	)	$	151,585

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

	Three Months Ended March 31,
	2018		2017
Amortization expense	$	9,399	$	8,874

Definite-lived intangible assets, by reportable segment, as of March 31, 2018, will be amortized over their remaining lives as follows (in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Remainder of 2018	$	5,866	$	21,894	$	—	$	—	$	27,760
2019	7,820		29,297		—		—		37,117
2020	260		26,593		—		—		26,853
2021	260		13,072		—		—		13,332
2022	260		13,072		—		—		13,332
Thereafter	391		11,614		—		—		12,005
Total									$	130,399

NOTE 3. FAIR VALUE MEASUREMENT

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• Level 1 — Quoted market prices in active markets for identical assets or liabilities.

• Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.

• Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

We had no Level 3 assets or liabilities as of and during the periods ended March 31, 2018, and December 31, 2017. There were no transfers between levels during the period.

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NOTE 4. 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
	March 31, 2018		December 31, 2017		Maturity	March 31, 2018			December 31, 2017
Revolving credit facility	4.73	%	2.70	%	December 2019	$	651,000		$	715,000
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	2.62	%	2.00	%	April 2019	250,000			250,000
Total debt						1,401,000			1,465,000
Less: Current maturities and short-term borrowing						(651,000		)	(715,000		)
Long-term debt						$	750,000		$	750,000

SENIOR UNSECURED REVOLVING CREDIT FACILITY

We have a senior unsecured revolving credit facility (the "Credit Agreement") with total availability of $900 million. 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 March 31, 2018, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility. The 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 the Company to maintain certain financial ratios, including a maximum leverage ratio of 3.00 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 the Company's 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 $512.1 million at March 31, 2018. 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 the Company 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.

9

U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION

On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rate plus a margin or 30 day LIBOR plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on April 26, 2019 unless extended by the parties. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.

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

As of March 31, 2018, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility.

NOTE 5. INCOME TAXES

C.H. Robinson Worldwide, Inc. and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2011.

Our effective tax rate for the three months ended March 31, 2018 and 2017 was 21.3 percent and 31.7 percent, respectively. The effective income tax rate for the three months ended March 31, 2018 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit but was partially offset by the tax impact of share-based payment awards which resulted in a decrease in our provision for income taxes for the three months ended March 31, 2018 and 2017 of $6.2 million and $9.3 million, respectively. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $14.1 million as of March 31, 2018.

In connection with our initial analysis of the impact of the Tax Act, we recorded a discrete net tax benefit of $12.1 million in the year ended December 31, 2017. We have not yet completed our accounting for the income tax effects of certain elements of the Tax Act, but we were able to make reasonable estimates for elements in which our analysis is not complete and have therefore recorded provisional adjustments. During the three months ended March 31, 2018 we revised our analysis and recorded a net tax expense of $0.8 million related to an increase in transition taxes.

Further, per Financial Accounting Standards Board guidance, we are allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income (“GILTI”)as a current-period expense when incurred or (2) factoring such amounts into our measurement of our deferred taxes. We have elected to recognize the tax on GILTI as a current-period expense in the period the tax is incurred.

As of March 31, 2018, we have $36.5 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.8 million in the next 12 months due to lapsing of statutes.

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NOTE 6. STOCK AWARD PLANS

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

	Three Months Ended March 31,
	2018		2017
Stock options	$	5,002	$	3,002
Stock awards	12,212		8,410
Company expense on ESPP discount	920		906
Total stock-based compensation expense	$	18,134	$	12,318

On May 12, 2016, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan, which allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 13,041,803 shares can be granted under this plan. Approximately 2,966,647 shares were available for stock awards under the plan as of March 31, 2018. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.

Stock Options - We have awarded time-based and performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period based on the company’s earnings growth or on the employees continued employment. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.

The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of March 31, 2018, unrecognized compensation expense related to stock options was $53.9 million. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

Full Value Awards - We have awarded performance-based shares and restricted stock units to certain key employees and non-employee directors. These awards are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

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

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

As of March 31, 2018, there was unrecognized compensation expense of $126.2 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

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

Three Months Ended March 31, 2018
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
65,416	$	5,211	$	920

NOTE 7. LITIGATION

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including 12 contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

NOTE 8. ACQUISITIONS

On August 31, 2017, we acquired the outstanding shares of Milgram & Company Ltd. ("Milgram") for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio. Total purchase consideration, net of cash acquired, was $47.3 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration.

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

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

There was $28.6 million of goodwill recorded related to the acquisition of Milgram. The Milgram goodwill is a result of acquiring and retaining the Milgram existing workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary, subject to revision primarily related to certain income tax related balances expected be finalized in 2018. The goodwill is not deductible for tax purposes. The results of operations of Milgram have been included in our consolidated financial statements since September 1, 2017.

NOTE 9. SEGMENT REPORTING

Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify three reportable segments as follows:

• North American Surface Transportation-NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload, LTL, and intermodal.

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

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

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

The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker, our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. Segment information as of, and for the three months ended March 31, 2018 and 2017, is as follows (dollars in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2018
Revenues	$	2,663,011	$	553,754	$	550,469	$	158,093		$	—		$	3,925,327
Intersegment revenues(1)	123,545		9,364		48,346		6,299			(187,554		)	—
Total revenues	2,786,556		563,118		598,815		164,392			(187,554		)	3,925,327
Net revenues	414,769		123,037		53,870		34,249			—			625,925
Income from operations	174,078		8,221		9,307		(21		)	—			191,585
Depreciation and amortization	6,133		8,909		1,173		8,026			—			24,241
Total assets(2)	2,383,229		805,184		412,415		706,948			—			4,307,776
Average headcount	6,855		4,767		907		2,559			—			15,088
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2017
Revenues	$	2,259,252	$	468,788	$	550,445	$	136,640		$	—		$	3,415,125
Intersegment revenues(1)	101,154		8,143		33,340		6,878			(149,515		)	—
Total revenues	2,360,406		476,931		583,785		143,518			(149,515		)	3,415,125
Net revenues	372,440		106,546		56,837		32,743			—			568,566
Income from operations	155,877		16,206		14,652		1,223			—			187,958
Depreciation and amortization	5,590		8,020		1,146		7,675			—			22,431
Total assets(2)	2,126,900		699,139		409,972		539,733			—			3,775,744
Average headcount	6,844		3,926		961		2,548			—			14,279

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

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

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NOTE 10: REVENUE FROM CONTRACTS WITH CUSTOMERS

In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,which we adopted in the first quarter of 2018. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a customer contract are satisfied. The standard also requires new and expanded disclosures regarding revenue recognition. We adopted the new standard on January 1, 2018, using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of retained earnings. The comparative information for previous periods has not been restated and continues to be reported under the accounting standards in effect for those periods.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows:

	Balance at December 31, 2017		Adjustments			Balance at January 1, 2018
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,113,930	$	(101,718	)	$	2,012,212
Contract assets	—		147,764			147,764
Prepaid expenses and other	63,116		4,021			67,137
Liabilities
Accounts payable	1,000,305		(56,493		)	943,812
Accrued expenses - transportation expense	—		94,811			94,811
Accrued expenses - compensation	105,316		1,964			107,280
Accrued expenses - other accrued liabilities	58,229		(2,752		)	55,477
Deferred tax liabilities	45,355		3,298			48,653
Equity
Retained earnings	3,437,093		9,239			3,446,332

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The impact of adoption of ASU 2014-09 on our consolidated statements of operations and consolidated balance sheets were as follows. The adoption of ASU 2014-09 did not have a material impact upon our consolidated statement of cash flows.

	Three Months Ended March 31, 2018
	As reported			Balances without adoption of ASU 2014-09			Effect of Change Higher / (Lower)
Income Statement
Revenues
Transportation	$	3,637,640		$	3,621,882		$	15,758
Sourcing (1)	287,687			314,831			(27,144		)
Total Revenues	$	3,925,327		$	3,936,713		$	(11,386	)
Costs and expenses
Purchased transportation and related services	$	3,041,602		$	3,028,663		$	12,939
Purchased products sourced for resale (1)	257,800			284,944			(27,144		)
Personnel expenses	328,297			328,224			73
Other selling, general, and administrative expenses	106,043			106,043			—
Total Costs and Expenses	3,733,742			3,747,874			(14,132		)
Income from operations	191,585			188,839			2,746
Interest and other expense	(10,700		)	(10,700		)	—
Income before provision for income taxes	180,885			178,139			2,746
Provision for income taxes	38,588			37,902			686
Net income	$	142,297		$	140,237		$	2,060

(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.

	As of March 31, 2018
	As reported		Balances without adoption of ASU 2014-09		Effect of Change Higher / (Lower)
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,019,333	$	2,133,695	$	(114,362	)
Contract assets	161,028		—		161,028
Prepaid expenses and other	60,870		56,607		4,263
Liabilities
Accounts payable	$	990,065	$	1,065,221	$	(75,156	)
Accrued expenses - transportation expense	111,920		—		111,920
Accrued expenses - compensation	69,723		67,687		2,036
Accrued expenses - other accrued liabilities	54,025		57,153		(3,128		)
Deferred tax liabilities	52,883		48,925		3,958
Equity
Retained earnings	$	3,523,245	$	3,511,946	$	11,299

We typically do not receive consideration from our customer prior to the completion of our performance obligation and as such contract liabilities as of March 31, 2018 and revenue recognized in the three months ended March 31, 2018 resulting from contract liabilities existing as of January 1, 2018 were not significant. Contract assets and accrued expenses - transportation expense fluctuate from period to period based upon shipments in-transit at period end.

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A summary of our gross revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three months ended March 31, 2018 is as follows:

	Three Months Ended March 31, 2018
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Sourcing	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327
Timing of Revenue Recognition
Performance obligations completed over time	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Performance obligations completed at a point in time	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327

Approximately 91 percent of our gross revenues for the three months ended March 31, 2018 are attributable to arranging for the transportation of our customer’s 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 seven percent of our gross revenues for the three months ended March 31, 2018 are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Of these transactions, nearly all of our gross revenues 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 gross revenues for the three months ended March 31, 2018 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. Of these services, nearly all 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.

Critical Accounting Policies and Estimates - We have updated our revenue recognition critical accounting policy to reflect the adoption of ASU 2014-09 below.

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.

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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 customer’s 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 couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s 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, or it may be longer in the case of 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.

NOTE 11. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance, at March 31, 2018, and December 31, 2017, was $19.0 million and $18.5 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustments at March 31, 2018 and December 31, 2017.

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NOTE 12. SUBSEQUENT EVENTS

On April 9, 2018, we issued $600 million aggregate principal amount of senior unsecured notes ("Senior Notes") through a public offering, at an issue price of 99.40 percent and received $592.5 million of proceeds. 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. We incurred $5.5 million in expenses related to the issuance of the Senior Notes (including a $3.9 million underwriting fee), which have been deferred and are being recognized into interest expense over the life of the Senior Notes. 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 proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement.

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 Indenture contains covenants imposing certain limitations on the ability of us to incur liens, enter into sales and leaseback transactions, or consolidate, merge or transfer substantial all of its assets and those if 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 indentures do not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

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

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

FORWARD-LOOKING INFORMATION

Our quarterly report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events that, by their nature, involve risks and uncertainties. Forward-looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions or dispositions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include changes in economic conditions, including uncertain consumer demand; economic recessions; changes in market demand and pressures on the pricing for our services; fuel prices and availability; changes in the availability of equipment and services from third party providers, including the availability of contracted truckload carriers and changes in prices; changes in political and governmental conditions domestically and internationally; catastrophic events such as environmental events or terrorist attacks; failure to retain employees; failure of any of our technology or operating systems, including due to data security breaches or hacking; competition and growth rates within the third party logistics industry; risks associated with our decentralized operations; seasonality in the transportation industry; risks associated with litigation and insurance coverage; risks associated with operations outside of the U.S.; risks associated with the produce industry, including supply, product liability, food safety and contamination issues; risks of unexpected or unanticipated events or opportunities that might require additional capital expenditures; our dependence on our largest customers; risks associated with identifying suitable acquisitions and investments and with integrating acquired companies; risks associated with our long-term grown and profitability; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 28, 2018.

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

OVERVIEW

Our company. We are a global provider of transportation services and logistics solutions, operating through a network of offices in North America, Europe, Asia, Australia, New Zealand, and South America. As a third party logistics provider, we enter into contractual relationships with a wide variety of transportation companies, and utilize those relationships to efficiently and cost effectively transport our customers’ freight. We utilized approximately 73,000 contracted transportation companies, including motor carriers, railroads (primarily intermodal service providers), and air and ocean carriers in 2017. Depending on the needs of our customer and their supply chain requirements, we select and hire the appropriate transportation for each shipment. Our model enables us to be flexible and provide solutions that optimize service for our customers.

In addition to transportation and logistics services, we also provide sourcing services. Our sourcing business consists of buying, selling, and/or marketing fresh fruits, vegetables, and other value-added perishable items. We supply fresh produce through a network of independent produce growers and suppliers. Our customers include grocery retailers, restaurants, foodservice distributors, and produce wholesalers. In many cases, we also arrange the logistics and transportation of the products we sell and provide related supply chain services, such as replenishment, category management, and managed procurement services. Transportation revenues generated by Robinson Fresh are included in our transportation service line, but are included in Robinson Fresh.

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

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

Our business model. We are primarily a service company. We add value and expertise in the procurement and execution of transportation and logistics, including sourcing of produce products for our customers. Our total revenues represent the total dollar value of services and goods we sell to our customers. Net revenues are a Non-GAAP financial measure calculated as total revenues less the cost of purchased transportation and related services and the cost of purchased products sourced for resale. We believe net revenues are a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider net revenues to be our primary performance measurement. Accordingly, the discussion of our results of operations focuses on the changes in our net revenues. The reconciliation of total revenues to net revenues is presented below (in thousands):

	Three Months Ended March 31,
(In thousands, except per share data)	2018		2017
Revenues:
Transportation	$	3,637,640	$	3,102,043
Sourcing	287,687		313,082
Total revenues	3,925,327		3,415,125
Costs and expenses:
Purchased transportation and related services	3,041,602		2,563,885
Purchased products sourced for resale	257,800		282,674
Total costs and expenses	3,299,402		2,846,559
Net revenues	$	625,925	$	568,566

We keep our business model as variable as possible to allow us to be flexible and adapt to changing economic and industry conditions. We sell transportation services and produce to our customers with varied pricing arrangements. Some prices are committed to for a period of time, subject to certain terms and conditions, and some prices are set on a spot market basis. We

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buy most of our truckload transportation capacity and produce on a spot market basis. Because of this, our net revenue per transaction tends to increase in times when there is excess supply and decrease in times when demand is strong relative to supply.

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

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

Our people. Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people, and to properly align our headcount and personnel expense with our business. Compensation programs are performance-based and cash incentives are directly tied to productivity and performance. Most network management compensation is dependent on the profitability of their particular office. We believe this makes our employees more service-oriented and focused on driving growth and maximizing office productivity. All of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders.

Our customers. In 2017, we worked with more than 120,000 active customers. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse and unconcentrated. In 2017, our top 100 customers represented approximately 35 percent of our total revenues and approximately 23 percent of our net revenues. Our largest customer was approximately two percent of our total revenues.

Our contracted carriers. Our contracted carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2017, we worked with approximately 73,000 transportation providers worldwide, up from approximately 71,000 in 2016. Motor carriers that had fewer than 100 tractors transported approximately 82 percent of our truckload shipments in 2017. In our transportation business, no single contracted carrier represents more than approximately two percent of our contracted carrier capacity.

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RESULTS OF OPERATIONS

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

	Three Months Ended March 31,
	2018		2017		% change
Transportation	$	3,637,640	$	3,102,043	17.3	%
Sourcing	287,687		313,082		-8.1	%
Total	$	3,925,327	$	3,415,125	14.9	%

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

	Three Months Ended March 31,
	2018		2017
Transportation	16.4	%	17.3	%
Sourcing	10.4	%	9.7	%
Total	15.9	%	16.6	%

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

	Three Months Ended March 31,
	2018		2017		% change
Transportation
Truckload	$	330,291	$	304,122	8.6	%
LTL(1)	112,144		97,623		14.9	%
Intermodal	6,332		7,492		-15.5	%
Ocean	68,844		62,875		9.5	%
Air	28,883		21,817		32.4	%
Customs	20,655		16,078		28.5	%
Other Logistics Services	28,889		28,151		2.6	%
Total Transportation	596,038		538,158		10.8	%
Sourcing	29,887		30,408		-1.7	%
Total	$	625,925	$	568,566	10.1	%

(1) Less than truckload ("LTL").

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

	Three Months Ended March 31,
	2018		2017
Net revenues	100.0	%	100.0	%
Operating expenses:
Personnel expenses	52.4	%	51.1	%
Other selling, general, and administrative expenses	17.0	%	15.9	%
Total operating expenses	69.4	%	66.9	%
Income from operations	30.6	%	33.1	%
Interest and other expense	(1.7	)%	(1.6	)%
Income before provision for income taxes	28.9	%	31.4	%
Provision for income taxes	6.2	%	10.0	%
Net income	22.7	%	21.5	%

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

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2018
Revenues	$	2,663,011	$	553,754	$	550,469	$	158,093		$	—		$	3,925,327
Intersegment revenues	123,545		9,364		48,346		6,299			(187,554		)	—
Total revenues	2,786,556		563,118		598,815		164,392			(187,554		)	3,925,327
Net revenues	414,769		123,037		53,870		34,249			—			625,925
Income from operations	174,078		8,221		9,307		(21		)	—			191,585
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2017
Revenues	$	2,259,252	$	468,788	$	550,445	$	136,640		$	—		$	3,415,125
Intersegment revenues	101,154		8,143		33,340		6,878			(149,515		)	—
Total revenues	2,360,406		476,931		583,785		143,518			(149,515		)	3,415,125
Net revenues	372,440		106,546		56,837		32,743			—			568,566
Income from operations	155,877		16,206		14,652		1,223			—			187,958

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Total revenues and direct costs. Our consolidated total revenues increased14.9 percent to $3.9 billion in the first quarter of 2018 compared to $3.4 billion in the first quarter of 2017. Total transportation revenues increased17.3 percent to $3.6 billion in the first quarter of 2018 compared to $3.1 billion in the first quarter of 2017. The increase was driven by increased pricing and volume growth in most of our transportation services. Total purchased transportation and related services increased18.6 percent to $3.0 billion in the first quarter of 2018 compared to $2.6 billion the first quarter of 2017. The increase was due to increased cost of transportation, including fuel, and volume growth in most of our transportation services. Our sourcing revenue decreased8.1 percent to $287.7 million in the first quarter of 2018 from $313.1 million in the first quarter of 2017. Purchased products sourced for resale decreased8.8 percent in the first quarter of 2018 to $257.8 million from $282.7 million in the first quarter of 2017. Sourcing total revenues and purchased products for resale decreased by $27.1 million as a result of our adoption of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers.

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Net revenues. Total transportation net revenues increased10.8 percent to $596.0 million in the first quarter of 2018 from $538.2 million in the first quarter of 2017. Our transportation net revenue margin decreased to 16.4 percent in the first quarter of 2018 from 17.3 percent in the first quarter of 2017 primarily due to the cost of transportation increasing more than customer pricing, including fuel, in most transportation services. Sourcing net revenues decreased to $29.9 million in the first quarter of 2018 from $30.4 million in the first quarter of 2017. Our sourcing net revenue margin increased to 10.4 percent in the first quarter of 2018 from 9.7 percent in the first quarter of 2017 driven by the impact of our adoption of ASU 2014-09.

Operating expenses. Operating expenses increased14.1 percent to $434.3 million in the first quarter of 2018 from $380.6 million in the first quarter of 2017. Operating expenses as a percentage of net revenues increased to 69.4 percent in the first quarter of 2018 from 66.9 percent in the first quarter of 2017.

For the first quarter, personnel expenses increased13.0 percent to $328.3 million in 2018 from $290.5 million in 2017. The increase in personnel expense was due to an increase of 5.7 percent in average headcount and an increase in variable compensation in the first quarter of 2018 compared to the first quarter of 2017.

For the first quarter of 2018, other selling, general, and administrative expenses increased17.7 percent to $106.0 million in 2018 from $90.1 million in the first quarter of 2017. This increase was due primarily to a favorable $8.75 million legal settlement in the prior year and increased bad debt, occupancy and equipment maintenance and depreciation expense in the current year.

Income from operations. Income from operations increased1.9 percent to $191.6 million in the first quarter of 2018 from $188.0 million in the first quarter of 2017. This increase was primarily driven by an increase in income from operations in NAST, largely offset by declines in income from operations in Global Forwarding and Robinson Fresh. Income from operations as a percentage of net revenues decreased to 30.6 percent in the first quarter of 2018 from 33.1 percent in the first quarter of 2017.

Interest and other expense. Interest and other expense was $10.7 million in the first quarter of 2018 compared to $9.3 million in the first quarter of 2017. The increase was due primarily to a higher average debt balance and higher interest rates during the quarter ended March 31, 2018, compared to the same period ended March 31, 2017. Increased borrowings were related to the acquisition of Milgram and increased working capital needs.

Provision for income taxes. Our effective income tax rate was 21.3 percent for the first quarter of 2018 and 31.7 percent for the first quarter of 2017. The effective income tax rate for the three months ended March 31, 2018 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit but was partially offset by the tax impact of share-based payment awards which resulted in a decrease in our provision for income taxes for the three months ended March 31, 2018 and 2017 of $6.2 million and $9.3 million, respectively.

Net income. Net income increased16.6 percent to $142.3 million in the first quarter of 2018 from $122.1 million in the first quarter of 2017. Basic net income per share increased18.6 percent to $1.02 from $0.86 in the first quarter of 2018 compared to the first quarter of 2017. Diluted net income per share increased17.4 percent to $1.01 from $0.86 in the first quarter of 2018 compared to the first quarter of 2017.

SEGMENT RESULTS OF OPERATIONS

Three Months Ended March 31, 2018, Compared to Three Months Ended March 31, 2017

North American Surface Transportation. NAST revenues increased17.9 percent to $2.7 billion in the first quarter of 2018 from $2.3 billion in the first quarter of 2017. This increase was driven by increased pricing. NAST cost of transportation and related services increased19.2 percent to $2.2 billion in the first quarter of 2018 from $1.9 billion in the first quarter of 2017, driven by higher cost per mile. NAST net revenues increased11.4 percent to $414.8 million in the first quarter of 2018 from $372.4 million in the first quarter of 2017. This increase was driven by an increase in truckload and LTL net revenues, discussed below.

NAST truckload net revenues increased10.1 percent to $294.8 million in the first quarter of 2018 from $267.6 million in the first quarter of 2017. NAST truckload volumes decreased seven percent in the first quarter of 2018 compared to the first quarter of 2017. NAST truckload net revenue margin decreased in the first quarter of 2018 compared to the first quarter of 2017, due primarily to higher transportation costs, including fuel costs.

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NAST truckload net revenues accounted for approximately 94 percent of our total North American truckload net revenues in the first quarter of 2018 and approximately 92 percent in the first quarter of 2017. The majority of the remaining North American truckload net revenues are included in Robinson Fresh. Excluding the estimated impacts of the increase in fuel costs, our average truckload rate per mile charged to our customers increased approximately 21 percent in the first quarter of 2018 compared to the first quarter of 2017. Our truckload transportation costs increased approximately 21.5 percent, excluding the estimated increase in fuel costs. While rapidly rising prices often create incremental spot market activity, they can also create more margin compression on committed pricing arrangements. We experienced both of these impacts in our first quarter results, and expect them to continue for the remainder of 2018.

NAST LTL net revenues increased14.8 percent to $107.3 million in the first quarter of 2018 from $93.5 million in the first quarter of 2017. This increase was due to increased customer pricing and a volume increase of eight percent in the first quarter of 2018 compared to the first quarter of 2017, partially offset by a decrease in net revenue margin resulting from increased purchased transportation costs.

NAST intermodal net revenues decreased13.8 percent to $6.2 million in the first quarter of 2018 from $7.2 million in the first quarter of 2017. NAST intermodal net revenues and net revenue margin decreased while volume increased three percent and pricing increased in the first quarter of 2018 compared to the first quarter of 2017.

NAST operating expenses increased11.1 percent in the first quarter of 2018 to $240.7 million compared to $216.6 million in the first quarter of 2017. This increase was due to increases in personnel and selling, general, and administrative expenses. The increase in personnel expense is primarily related to an increase in variable compensation. The increase in selling, general, and administrative expenses is primarily due to an increase in claims expense and the provision for bad debt. In the first quarter of 2017, we recorded collection of a previously resolved legal claim of $8.75 million. The operating expenses of NAST and all other segments include allocated corporate expenses.

NAST income from operations increased11.7 percent to $174.1 million in the first quarter of 2018 from $155.9 million in the first quarter of 2017. This was primarily due to an increase in net revenues.

Global Forwarding. Global Forwarding revenues increased18.1 percent to $553.8 million in the first quarter of 2018 compared to $468.8 million in the first quarter of 2017. Global Forwarding costs of transportation and related services increased18.9 percent to $430.7 million in the first quarter of 2018 from $362.2 million in the first quarter of 2017. Global Forwarding net revenues increased15.5 percent to $123.0 million in the first quarter of 2018 compared to $106.5 million in the first quarter of 2017. The acquisition of Milgram accounted for approximately five percentage points of the net revenue growth in Global Forwarding in the first quarter of 2018.

Global Forwarding ocean transportation net revenues increased8.3 percent to $68.7 million in the first quarter of 2018 from $63.4 million in the first quarter of 2017, with Milgram contributing approximately three percentage points to the growth. This was primarily related to volume increases, including those from Milgram. Ocean transportation volumes increased approximately 11 percent and customer pricing also increased in the first quarter of 2018 compared to the same period of 2017.

Global Forwarding air transportation net revenues increased27.7 percent to $26.0 million in the first quarter of 2018 from $20.4 million in the first quarter of 2017, with Milgram contributing approximately two percentage points to the growth. This was primarily related to volume increases, including those from acquisitions. Air transportation volumes increased approximately 18 percent and customer pricing also increased in the first quarter of 2018 compared to the same period of 2017.

Global Forwarding customs net revenues increased28.5 percent to $20.7 million in the first quarter of 2018 from $16.1 million in 2017, with Milgram contributing approximately 21 percentage points to the growth. Customs transaction volumes increased approximately 61 percent in the first quarter of 2018 compared to the same period of 2017.

Global Forwarding operating expenses increased27.1 percent in the first quarter of 2018 to $114.8 million from $90.3 million in the first quarter of 2017. This increase was due to increases in both personnel and selling, general, and administrative expenses. The personnel expense increase was driven by an average headcount increase of 21.4 percent. The acquisition of Milgram added approximately 7.5 percentage points to the Global Forwarding average headcount. Investments in technology and leased warehouse space in air freight were the other primary drivers of the selling, general, and administrative expense increase.

Global Forwarding income from operations decreased49.3 percent to $8.2 million in the first quarter of 2018 from $16.2 million in the first quarter of 2017. This was primarily due to an increase in operating expenses.

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Robinson Fresh. Robinson Fresh revenues were unchanged at $550.5 million in the first quarter of 2018 from the first quarter of 2017. Robinson Fresh costs of transportation and related services and purchased products sourced for resale increased0.6 percent to $496.6 million in the first quarter of 2018 from $493.6 million in the first quarter of 2017. Robinson Fresh net revenues decreased5.2 percent to $53.9 million in the first quarter of 2018 from $56.8 million in the first quarter of 2017.

Robinson Fresh net revenues from sourcing services decreased1.7 percent to $29.9 million in the first quarter of 2018 compared to $30.4 million in the first quarter of 2017. This was primarily driven by a strategic customer exiting the fresh produce business.

Robinson Fresh net revenues from transportation services decreased9.3 percent to $24.0 million in the first quarter of 2018 compared to $26.4 million in the first quarter of 2017, due to a decrease in truckload net revenue. Robinson Freshtransportation net revenue margin decreased in the first quarter of 2018 compared to the first quarter of 2017. Robinson Fresh transportation volumes decreased approximately nine percent in the first quarter of 2018 compared to the first quarter of 2017.

Robinson Fresh operating expenses increased5.6 percent in the first quarter of 2018 to $44.6 million from $42.2 million in the first quarter of 2017. This was primarily due to an increase in incentive compensation and a write off of a supplier advance.

Robinson Fresh income from operations decreased36.5 percent to $9.3 million in the first quarter of 2018 from $14.7 million in the first quarter of 2017. This was primarily due to an increase in operating expenses and a decrease in net revenues.

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

Managed Services net revenues increased6.5 percent in the first quarter of 2018 to $18.3 million compared to $17.2 million in the first quarter of 2017. This increase was a result of new business. Other Surface Transportation net revenues increased2.5 percent in the first quarter of 2018 to $15.9 million compared to $15.6 million in the first quarter of 2017. This increase is primarily the result of volume growth in Europe.

LIQUIDITY AND CAPITAL RESOURCES

We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In addition, we maintain the following debt facilities as described in Note 4 (dollars in thousands):

Description	Carrying Value as of March 31, 2018		Borrowing Capacity		Maturity
Revolving credit facility	$	651,000	$	900,000	December 2019
Senior Notes, Series A	175,000		175,000		August 2023
Senior Notes, Series B	150,000		150,000		August 2028
Senior Notes, Series C	175,000		175,000		August 2033
Receivables securitization facility	250,000		250,000		April 2019
Senior Notes (1)	—		600,000		April 2028
Total	$	1,401,000	$	2,250,000

(1) The Senior Notes were issued on April 9, 2018. See Note 12 - Subsequent Events.

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

Cash and cash equivalents totaled $349.8 million as of March 31, 2018, and $333.9 million as of December 31, 2017. Cash and cash equivalents held outside the United States totaled $274.7 million as of March 31, 2018, and $275.3 million as of December 31, 2017. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $14.1 million as of March 31, 2018. Working capital at March 31, 2018, was $596.6 million and at December 31, 2017, was $523.5 million.

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

Cash flow from operating activities. We generated $200.6 million and $92.7 million of cash flow from operations during the three months ended March 31, 2018 and March 31, 2017, respectively, an increase of $107.9 million compared to the three months ended March 31, 2017. This was a result of improved collections and increased earnings.

Cash used for investing activities. We used $16.2 million and $18.4 million of cash during the three months ended March 31, 2018 and March 31, 2017 for investing activities.

We used $15.5 million and $16.7 million for capital expenditures during the three months ended March 31, 2018 and March 31, 2017. During the three months ended March 31, 2018, our capital expenditures consisted primarily of investments in facilities, office equipment, and information technology, which are intended to improve efficiencies and help grow the business.

During the three months ended March 31, 2017, we used $1.8 million for a post-closing working capital adjustment due to the sellers of APC under the terms of the acquisition agreement.

Cash used for financing activities. We used $170.7 million and $96.7 million of cash flow for financing activities during the three months ended March 31, 2018 and March 31, 2017.

During the three months ended March 31, 2018, we had net short-term repayments of $64.0 million. The outstanding balance on the revolving credit facility was $651.0 million as of March 31, 2018.

We used $65.4 million and $64.6 million to pay cash dividends during the three months ended March 31, 2018 and March 31, 2017. The increase was primarily due to a $0.01 dividend rate increase in 2018 compared to 2017, partially offset by a decrease in weighted average shares outstanding during the three months ended March 31, 2018, compared to the three months ended March 31, 2017.

We used $47.7 million and $29.0 million on share repurchases during the three months ended March 31, 2018 and March 31, 2017, see Item 2, Part II of this Quarterly Report on Form 10-Q. The change was due to an increase in the number of shares repurchased and the average price of the repurchased shares during the three months ended March 31, 2018, compared to the same period of 2017. In August 2013, the Board of Directors increased the number of shares authorized for repurchase by 15,000,000 shares. As of March 31, 2018, there were 1,434,595 shares remaining for future repurchases under the repurchase authorization. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions.

We used $18.1 million and $19.0 million to acquire shares from employees through their withholding taxes resulting from the delivery of restricted equity during the three months ended March 31, 2018 and March 31, 2017.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our condensed consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying condensed consolidated financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have updated these policies as applicable for the adoption of ASU 2014-09 in the first quarter of 2018. The following is a discussion of our critical accounting policies and estimates.

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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 customer’s 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 couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s 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, or it may be longer in the case of 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 produce we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. 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.

VALUATIONS FOR ACCOUNTS RECEIVABLE. Our allowance for doubtful accounts is calculated based upon the aging of our receivables, our historical experience of uncollectible accounts, and any specific customer collection issues that we have identified. The allowance was $40.5 million as of March 31, 2018 and $42.4 million as of December 31, 2017. We believe that the recorded allowance is sufficient and appropriate based on our customer aging trends, the exposures we have identified, and our historical loss experience.

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

Goodwill is tested for impairment annually 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”).

When we perform a Step One Analysis, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

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

STOCK-BASED COMPENSATION. The fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 21 percent and are calculated using the Black-Scholes option pricing model. Changes in the measured stock price volatility and interest rates are the primary reason for changes in the discount. For grants of options, we use the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We had $349.8 million of cash and cash equivalents on March 31, 2018. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.

We are a party to a credit agreement with various lenders consisting of a $900 million revolving loan facility. Interest accrues on the revolving loan at variable rates based on LIBOR or "prime" plus the applicable add-on percentage as defined therein. At March 31, 2018, there was $651 million outstanding on the revolving loan.

We are a party to the Note Purchase Agreement, as amended, with various institutional investors with fixed rates consisting of: (i) $175,000,000 of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023, (ii) $150,000,000 of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028, and (iii) $175,000,000 of the company’s 4.60 percent Senior Notes, Series C, due August 27, 2033. At March 31, 2018, there was $500 million outstanding on the notes.

We are a party to a receivables securitization facility with various lenders and provides funding of up to $250 million. Interest accrues on the facility at variable rates based on the asset-backed commercial paper rate or the 30 day LIBOR plus the applicable add-on percentage as defined therein. At March 31, 2018, there was $250 million outstanding on the securitization facility.

A hypothetical 100-basis-point change in the interest rate would not have a material effect on our earnings. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our investments. Market risk arising from changes in foreign currency exchange rates are not material due to the size of our international operations.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls over financial reporting.

There were no changes that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect the company's internal control over financial reporting.

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PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

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

The following table provides information about purchases by the company during the quarter ended March 31, 2018, of shares of the company's common stock.

	Total Number of Shares (or Units) Purchased (a)	Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (b)	Maximum Number of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs (b)
January 1, 2018-January 31, 2018	233,639	$	93.90	56,265	1,935,892
February 1, 2018-February 28, 2018	52,624	93.86		42,031	1,893,861
March 1, 2018-March 31, 2018	463,867	91.43		459,266	1,434,595
First quarter 2018	750,130	$	92.37	557,562	1,434,595

(a) The total number of shares purchased includes: (i) 557,562 shares of common stock purchased under the authorization described below; and (ii) 192,568 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

(b) In August 2013, the Board of Directors increased the number of shares authorized for repurchase by 15,000,000 shares. As of March 31, 2018, there were 1,434,595 shares remaining for future repurchases. Purchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

29

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS    

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

10.1	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2018 formatted in XBRL

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on May 9, 2018.

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

31

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John P. Wiehoff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of C.H. Robinson Worldwide, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 9, 2018

Signature:	/s/ John P. Wiehoff
Name:	John P. Wiehoff
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew C. Clarke certify that:

1. I have reviewed this quarterly report on Form 10-Q of C.H. Robinson Worldwide, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 9, 2018

Signature:	/s/ Andrew C. Clarke
Name:	Andrew C. Clarke
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of C.H. Robinson Worldwide, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Wiehoff, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2018

/s/ John P. Wiehoff

John P. Wiehoff

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of C.H. Robinson Worldwide, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew C. Clarke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2018

/s/ Andrew C. Clarke

Andrew C. Clarke

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 05, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	C H ROBINSON WORLDWIDE INC
Entity Central Index Key	0001043277
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Trading Symbol	CHRW
Entity Common Stock, Shares Outstanding		139,238,642

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 349,782	$ 333,890
Receivables, net of allowance for doubtful accounts of $40,512 and $42,409	2,019,333	2,113,930
Contract assets	161,028	0
Prepaid expenses and other	60,870	63,116
Total current assets	2,591,013	2,510,936
Property and equipment, net	230,609	230,326
Goodwill	1,273,850	1,275,816
Other intangible assets, net	140,874	151,585
Deferred tax asset	11,126	6,870
Other assets	60,304	60,301
Total assets	4,307,776	4,235,834
Current liabilities:
Accounts payable	990,065	1,000,305
Outstanding checks	74,896	96,359
Accrued expenses:
Transportation expense	111,920	0
Compensation	69,723	105,316
Income taxes	42,781	12,240
Other accrued liabilities	54,025	58,229
Current portion of debt	651,000	715,000
Total current liabilities	1,994,410	1,987,449
Long-term debt	750,000	750,000
Noncurrent income taxes payable	25,215	26,684
Deferred tax liabilities	52,883	45,355
Other long-term liabilities	596	601
Total liabilities	2,823,104	2,810,089
Stockholders’ investment:
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $ .10 par value, 480,000 shares authorized; 179,102 and 179,103 shares issued, 139,353 and 139,542 outstanding	13,935	13,954
Additional paid-in capital	451,966	444,280
Retained earnings	3,523,245	3,437,093
Accumulated other comprehensive loss	(19,025)	(18,460)
Treasury stock at cost (39,749 and 39,561 shares)	(2,485,449)	(2,451,122)
Total stockholders’ investment	1,484,672	1,425,745
Total liabilities and stockholders’ investment	$ 4,307,776	$ 4,235,834

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Receivables, allowance for doubtful accounts	$ 40,512	$ 42,409
Preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10
Preferred stock, shares authorized (shares)	20,000,000	20,000,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized (shares)	480,000,000	480,000,000
Common stock, shares issued (shares)	179,102,000	179,103,000
Common stock shares outstanding (shares)	139,353,000	139,542,000
Treasury stock (shares)	39,749,000	39,561,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Transportation	$ 3,637,640	$ 3,102,043
Sourcing	287,687	313,082
Total revenues	3,925,327	3,415,125
Costs and expenses:
Purchased transportation and related services	3,041,602	2,563,885
Purchased products sourced for resale	257,800	282,674
Personnel expenses	328,297	290,504
Other selling, general, and administrative expenses	106,043	90,104
Total costs and expenses	3,733,742	3,227,167
Income from operations	191,585	187,958
Interest and other expense	(10,700)	(9,302)
Income before provision for income taxes	180,885	178,656
Provision for income taxes	38,588	56,576
Net income	142,297	122,080
Other comprehensive (loss)/income	(565)	17,405
Comprehensive income	$ 141,732	$ 139,485
Basic net income per share (in dollars per share)	$ 1.02	$ 0.86
Diluted net income per share (in dollars per share)	$ 1.01	$ 0.86
Basic weighted average shares outstanding (shares)	140,032	141,484
Dilutive effect of outstanding stock awards (shares)	1,238	374
Diluted weighted average shares outstanding (shares)	141,270	141,858
Cash dividends declared per common share (in dollars per share)	$ 0.46	$ 0.45

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
OPERATING ACTIVITIES
Net income	$ 142,297	$ 122,080
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	24,241	22,431
Provision for doubtful accounts	6,630	3,618
Stock-based compensation	18,134	12,318
Deferred income taxes	(26)	(2,048)
Excess tax benefit on stock-based compensation	(6,224)	(9,344)
Loss on sale/disposal of assets	323	485
Changes in operating elements (net of acquisitions):
Receivables	(10,056)	(95,204)
Contract assets	(13,264)	0
Prepaid expenses and other	6,327	(6,049)
Other non-current assets	1,093	(1,016)
Accounts payable and outstanding checks	21,797	47,201
Accrued transportation expense	17,109	0
Accrued compensation	(37,867)	(37,864)
Accrued income taxes	35,184	51,949
Other accrued liabilities	(5,128)	(15,861)
Net cash provided by operating activities	200,570	92,696
INVESTING ACTIVITIES
Purchases of property and equipment	(11,719)	(13,537)
Purchases and development of software	(3,744)	(3,183)
Acquisitions, net of cash acquired	0	(1,780)
Other	(726)	56
Net cash used for investing activities	(16,189)	(18,444)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	24,497	15,823
Stock tendered for payment of withholding taxes	(18,091)	(18,955)
Repurchase of common stock	(47,700)	(28,999)
Cash dividends	(65,382)	(64,597)
Proceeds from short-term borrowings	2,119,000	2,450,000
Payments on short-term borrowings	(2,183,000)	(2,450,000)
Net cash used for financing activities	(170,676)	(96,728)
Effect of exchange rates on cash	2,187	4,604
Net change in cash and cash equivalents	15,892	(17,872)
Cash and cash equivalents, beginning of period	333,890	247,666
Cash and cash equivalents, end of period	349,782	229,794
Noncash transactions from investing and financing activities:
Accrued share repurchases held in other accrued liabilities	4,000	3,000
Accrued purchases of property and equipment	$ 449	$ 1,404

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [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 operating through a network of offices located in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

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

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

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2017.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard supersedes all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method applied to contracts that were not completed as of the date of initial application resulting in a $9.2 million cumulative adjustment to retained earnings.

We have updated our revenue recognition critical accounting policy due to the adoption of this standard and expanded the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 below. The adoption of this standard changed the timing of revenue recognition for our transportation businesses from at delivery to over the transit period as our performance obligations are completed. Due to the short transit period of many of our performance obligations, this change did not have a material impact on our results of operations or cash flows.

The new standard expanded our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing 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. See Note 10 to our consolidated financial statements which includes the expanded disclosures required by ASU 2014-09.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.

RECENTLY ISSUED 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. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases. As of December 31, 2017, we had $282.7 million of minimum future lease commitments under noncancelable lease agreements which will be subject to ASC 2016-02 once adopted.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act ("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. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have expanded these policies below to effect the adoption of ASU 2014-09 in the first quarter of 2018.

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.

XML

GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

The change in carrying amount of goodwill is as follows (in thousands):

	NAST			Global Forwarding			Robinson Fresh			All Other and Corporate			Total
December 31, 2017 balance	$	921,486		$	185,873		$	141,185		$	27,272		$	1,275,816
Translation	(986		)	(818		)	(137		)	(25		)	(1,966		)
March 31, 2018 balance	$	920,500		$	185,055		$	141,048		$	27,247		$	1,273,850

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”). Refer to Critical Accounting Policies and Estimates.

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

	March 31, 2018							December 31, 2017
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Finite-lived intangibles
Customer relationships	$	263,093	$	(132,799	)	$	130,294	$	263,093	$	(122,103	)	$	140,990
Non-competition agreements	300		(195		)	105		300		(180		)	120
Total finite-lived intangibles	263,393		(132,994		)	130,399		263,393		(122,283		)	141,110
Indefinite-lived intangibles
Trademarks	10,475		—			10,475		10,475		—			10,475
Total intangibles	$	273,868	$	(132,994	)	$	140,874	$	273,868	$	(122,283	)	$	151,585

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

	Three Months Ended March 31,
	2018		2017
Amortization expense	$	9,399	$	8,874

Definite-lived intangible assets, by reportable segment, as of March 31, 2018, will be amortized over their remaining lives as follows (in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Remainder of 2018	$	5,866	$	21,894	$	—	$	—	$	27,760
2019	7,820		29,297		—		—		37,117
2020	260		26,593		—		—		26,853
2021	260		13,072		—		—		13,332
2022	260		13,072		—		—		13,332
Thereafter	391		11,614		—		—		12,005
Total									$	130,399

XML

FAIR VALUE MEASUREMENT

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• Level 1 — Quoted market prices in active markets for identical assets or liabilities.

• Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.

• Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

We had no Level 3 assets or liabilities as of and during the periods ended March 31, 2018, and December 31, 2017. There were no transfers between levels during the period.

XML

FINANCING ARRANGEMENTS

3 Months Ended

Mar. 31, 2018

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
	March 31, 2018		December 31, 2017		Maturity	March 31, 2018			December 31, 2017
Revolving credit facility	4.73	%	2.70	%	December 2019	$	651,000		$	715,000
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	2.62	%	2.00	%	April 2019	250,000			250,000
Total debt						1,401,000			1,465,000
Less: Current maturities and short-term borrowing						(651,000		)	(715,000		)
Long-term debt						$	750,000		$	750,000

SENIOR UNSECURED REVOLVING CREDIT FACILITY

We have a senior unsecured revolving credit facility (the "Credit Agreement") with total availability of $900 million. 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 March 31, 2018, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility. The 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 the Company to maintain certain financial ratios, including a maximum leverage ratio of 3.00 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 the Company's 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 $512.1 million at March 31, 2018. 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 the Company 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, National Association to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides funding of up to $250 million. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rate plus a margin or 30 day LIBOR plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on April 26, 2019 unless extended by the parties. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.

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

As of March 31, 2018, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, and Receivables Securitization Facility.

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INCOME TAXES

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

C.H. Robinson Worldwide, Inc. and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal 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 2011.

Our effective tax rate for the three months ended March 31, 2018 and 2017 was 21.3 percent and 31.7 percent, respectively. The effective income tax rate for the three months ended March 31, 2018 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit but was partially offset by the tax impact of share-based payment awards which resulted in a decrease in our provision for income taxes for the three months ended March 31, 2018 and 2017 of $6.2 million and $9.3 million, respectively. We have asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $14.1 million as of March 31, 2018.

In connection with our initial analysis of the impact of the Tax Act, we recorded a discrete net tax benefit of $12.1 million in the year ended December 31, 2017. We have not yet completed our accounting for the income tax effects of certain elements of the Tax Act, but we were able to make reasonable estimates for elements in which our analysis is not complete and have therefore recorded provisional adjustments. During the three months ended March 31, 2018 we revised our analysis and recorded a net tax expense of $0.8 million related to an increase in transition taxes.

Further, per Financial Accounting Standards Board guidance, we are allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income (“GILTI”)as a current-period expense when incurred or (2) factoring such amounts into our measurement of our deferred taxes. We have elected to recognize the tax on GILTI as a current-period expense in the period the tax is incurred.

As of March 31, 2018, we have $36.5 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $1.8 million in the next 12 months due to lapsing of statutes.

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STOCK AWARD PLANS

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK AWARD PLANS

STOCK AWARD PLANS

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

	Three Months Ended March 31,
	2018		2017
Stock options	$	5,002	$	3,002
Stock awards	12,212		8,410
Company expense on ESPP discount	920		906
Total stock-based compensation expense	$	18,134	$	12,318

On May 12, 2016, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan, which allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 13,041,803 shares can be granted under this plan. Approximately 2,966,647 shares were available for stock awards under the plan as of March 31, 2018. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the plan.

Stock Options - We have awarded time-based and performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period based on the company’s earnings growth or on the employees continued employment. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.

The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of March 31, 2018, unrecognized compensation expense related to stock options was $53.9 million. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

Full Value Awards - We have awarded performance-based shares and restricted stock units to certain key employees and non-employee directors. These awards are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 15 percent to 21 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

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

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

As of March 31, 2018, there was unrecognized compensation expense of $126.2 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings growth, and certain other conditions.

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

Three Months Ended March 31, 2018
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
65,416	$	5,211	$	920

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LITIGATION

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

LITIGATION

We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including 12 contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

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ACQUISITIONS

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

On August 31, 2017, we acquired the outstanding shares of Milgram & Company Ltd. ("Milgram") for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio. Total purchase consideration, net of cash acquired, was $47.3 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration.

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

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

There was $28.6 million of goodwill recorded related to the acquisition of Milgram. The Milgram goodwill is a result of acquiring and retaining the Milgram existing workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary, subject to revision primarily related to certain income tax related balances expected be finalized in 2018. The goodwill is not deductible for tax purposes. The results of operations of Milgram have been included in our consolidated financial statements since September 1, 2017.

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SEGMENT REPORTING

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify three reportable segments as follows:

• North American Surface Transportation-NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload, LTL, and intermodal.

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

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

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

The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker, our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. Segment information as of, and for the three months ended March 31, 2018 and 2017, is as follows (dollars in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2018
Revenues	$	2,663,011	$	553,754	$	550,469	$	158,093		$	—		$	3,925,327
Intersegment revenues(1)	123,545		9,364		48,346		6,299			(187,554		)	—
Total revenues	2,786,556		563,118		598,815		164,392			(187,554		)	3,925,327
Net revenues	414,769		123,037		53,870		34,249			—			625,925
Income from operations	174,078		8,221		9,307		(21		)	—			191,585
Depreciation and amortization	6,133		8,909		1,173		8,026			—			24,241
Total assets(2)	2,383,229		805,184		412,415		706,948			—			4,307,776
Average headcount	6,855		4,767		907		2,559			—			15,088
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2017
Revenues	$	2,259,252	$	468,788	$	550,445	$	136,640		$	—		$	3,415,125
Intersegment revenues(1)	101,154		8,143		33,340		6,878			(149,515		)	—
Total revenues	2,360,406		476,931		583,785		143,518			(149,515		)	3,415,125
Net revenues	372,440		106,546		56,837		32,743			—			568,566
Income from operations	155,877		16,206		14,652		1,223			—			187,958
Depreciation and amortization	5,590		8,020		1,146		7,675			—			22,431
Total assets(2)	2,126,900		699,139		409,972		539,733			—			3,775,744
Average headcount	6,844		3,926		961		2,548			—			14,279

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

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

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REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,which we adopted in the first quarter of 2018. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a customer contract are satisfied. The standard also requires new and expanded disclosures regarding revenue recognition. We adopted the new standard on January 1, 2018, using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of retained earnings. The comparative information for previous periods has not been restated and continues to be reported under the accounting standards in effect for those periods.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows:

	Balance at December 31, 2017		Adjustments			Balance at January 1, 2018
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,113,930	$	(101,718	)	$	2,012,212
Contract assets	—		147,764			147,764
Prepaid expenses and other	63,116		4,021			67,137
Liabilities
Accounts payable	1,000,305		(56,493		)	943,812
Accrued expenses - transportation expense	—		94,811			94,811
Accrued expenses - compensation	105,316		1,964			107,280
Accrued expenses - other accrued liabilities	58,229		(2,752		)	55,477
Deferred tax liabilities	45,355		3,298			48,653
Equity
Retained earnings	3,437,093		9,239			3,446,332

The impact of adoption of ASU 2014-09 on our consolidated statements of operations and consolidated balance sheets were as follows. The adoption of ASU 2014-09 did not have a material impact upon our consolidated statement of cash flows.

	Three Months Ended March 31, 2018
	As reported			Balances without adoption of ASU 2014-09			Effect of Change Higher / (Lower)
Income Statement
Revenues
Transportation	$	3,637,640		$	3,621,882		$	15,758
Sourcing (1)	287,687			314,831			(27,144		)
Total Revenues	$	3,925,327		$	3,936,713		$	(11,386	)
Costs and expenses
Purchased transportation and related services	$	3,041,602		$	3,028,663		$	12,939
Purchased products sourced for resale (1)	257,800			284,944			(27,144		)
Personnel expenses	328,297			328,224			73
Other selling, general, and administrative expenses	106,043			106,043			—
Total Costs and Expenses	3,733,742			3,747,874			(14,132		)
Income from operations	191,585			188,839			2,746
Interest and other expense	(10,700		)	(10,700		)	—
Income before provision for income taxes	180,885			178,139			2,746
Provision for income taxes	38,588			37,902			686
Net income	$	142,297		$	140,237		$	2,060

(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.

	As of March 31, 2018
	As reported		Balances without adoption of ASU 2014-09		Effect of Change Higher / (Lower)
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,019,333	$	2,133,695	$	(114,362	)
Contract assets	161,028		—		161,028
Prepaid expenses and other	60,870		56,607		4,263
Liabilities
Accounts payable	$	990,065	$	1,065,221	$	(75,156	)
Accrued expenses - transportation expense	111,920		—		111,920
Accrued expenses - compensation	69,723		67,687		2,036
Accrued expenses - other accrued liabilities	54,025		57,153		(3,128		)
Deferred tax liabilities	52,883		48,925		3,958
Equity
Retained earnings	$	3,523,245	$	3,511,946	$	11,299

We typically do not receive consideration from our customer prior to the completion of our performance obligation and as such contract liabilities as of March 31, 2018 and revenue recognized in the three months ended March 31, 2018 resulting from contract liabilities existing as of January 1, 2018 were not significant. Contract assets and accrued expenses - transportation expense fluctuate from period to period based upon shipments in-transit at period end.

A summary of our gross revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three months ended March 31, 2018 is as follows:

	Three Months Ended March 31, 2018
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Sourcing	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327
Timing of Revenue Recognition
Performance obligations completed over time	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Performance obligations completed at a point in time	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327

Approximately 91 percent of our gross revenues for the three months ended March 31, 2018 are attributable to arranging for the transportation of our customer’s 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 seven percent of our gross revenues for the three months ended March 31, 2018 are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Of these transactions, nearly all of our gross revenues 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 gross revenues for the three months ended March 31, 2018 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. Of these services, nearly all 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.

Critical Accounting Policies and Estimates - We have updated our revenue recognition critical accounting policy to reflect the adoption of ASU 2014-09 below.

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 customer’s 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 couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s 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, or it may be longer in the case of 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.

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance, at March 31, 2018, and December 31, 2017, was $19.0 million and $18.5 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustments at March 31, 2018 and December 31, 2017.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On April 9, 2018, we issued $600 million aggregate principal amount of senior unsecured notes ("Senior Notes") through a public offering, at an issue price of 99.40 percent and received $592.5 million of proceeds. 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. We incurred $5.5 million in expenses related to the issuance of the Senior Notes (including a $3.9 million underwriting fee), which have been deferred and are being recognized into interest expense over the life of the Senior Notes. 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 proceeds from the Senior Notes were utilized to pay down the balance on our Credit Agreement.

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 Indenture contains covenants imposing certain limitations on the ability of us to incur liens, enter into sales and leaseback transactions, or consolidate, merge or transfer substantial all of its assets and those if 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 indentures do not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [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 operating through a network of offices located in North America, Europe, Asia, Australia, New Zealand, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

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

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

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2017.

Recently Adopted and Issued Accounting Standards

RECENTLY ADOPTED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard supersedes all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method applied to contracts that were not completed as of the date of initial application resulting in a $9.2 million cumulative adjustment to retained earnings.

We have updated our revenue recognition critical accounting policy due to the adoption of this standard and expanded the summary of significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 below. The adoption of this standard changed the timing of revenue recognition for our transportation businesses from at delivery to over the transit period as our performance obligations are completed. Due to the short transit period of many of our performance obligations, this change did not have a material impact on our results of operations or cash flows.

The new standard expanded our existing revenue recognition disclosures upon adoption. In addition, we have identified certain customer contracts in our sourcing 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. See Note 10 to our consolidated financial statements which includes the expanded disclosures required by ASU 2014-09.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.

RECENTLY ISSUED 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. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are still evaluating the impact ASU 2016-02 will have on our consolidated results of operations, financial condition, and cash flows, our financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for our facility and equipment leases. As of December 31, 2017, we had $282.7 million of minimum future lease commitments under noncancelable lease agreements which will be subject to ASC 2016-02 once adopted.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act ("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. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

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.

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 customer’s 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 couple days for over-the-road, rail and air transportation, or several weeks in the case of an ocean shipment. When the customer’s 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, or it may be longer in the case of 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.

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.

Goodwill and Intangible Assets

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”). Refer to Critical Accounting Policies and Estimates.

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.

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in carrying amount of goodwill is as follows (in thousands):

	NAST			Global Forwarding			Robinson Fresh			All Other and Corporate			Total
December 31, 2017 balance	$	921,486		$	185,873		$	141,185		$	27,272		$	1,275,816
Translation	(986		)	(818		)	(137		)	(25		)	(1,966		)
March 31, 2018 balance	$	920,500		$	185,055		$	141,048		$	27,247		$	1,273,850

Schedule of Intangible Assets

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

	March 31, 2018							December 31, 2017
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Finite-lived intangibles
Customer relationships	$	263,093	$	(132,799	)	$	130,294	$	263,093	$	(122,103	)	$	140,990
Non-competition agreements	300		(195		)	105		300		(180		)	120
Total finite-lived intangibles	263,393		(132,994		)	130,399		263,393		(122,283		)	141,110
Indefinite-lived intangibles
Trademarks	10,475		—			10,475		10,475		—			10,475
Total intangibles	$	273,868	$	(132,994	)	$	140,874	$	273,868	$	(122,283	)	$	151,585

Schedule of Amortization Expense

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

	Three Months Ended March 31,
	2018		2017
Amortization expense	$	9,399	$	8,874

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Definite-lived intangible assets, by reportable segment, as of March 31, 2018, will be amortized over their remaining lives as follows (in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Remainder of 2018	$	5,866	$	21,894	$	—	$	—	$	27,760
2019	7,820		29,297		—		—		37,117
2020	260		26,593		—		—		26,853
2021	260		13,072		—		—		13,332
2022	260		13,072		—		—		13,332
Thereafter	391		11,614		—		—		12,005
Total									$	130,399

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FINANCING ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

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
	March 31, 2018		December 31, 2017		Maturity	March 31, 2018			December 31, 2017
Revolving credit facility	4.73	%	2.70	%	December 2019	$	651,000		$	715,000
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	2.62	%	2.00	%	April 2019	250,000			250,000
Total debt						1,401,000			1,465,000
Less: Current maturities and short-term borrowing						(651,000		)	(715,000		)
Long-term debt						$	750,000		$	750,000

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STOCK AWARD PLANS (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):

	Three Months Ended March 31,
	2018		2017
Stock options	$	5,002	$	3,002
Stock awards	12,212		8,410
Company expense on ESPP discount	920		906
Total stock-based compensation expense	$	18,134	$	12,318

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity

The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):

Three Months Ended March 31, 2018
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
65,416	$	5,211	$	920

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Schedule of Finite-Lived Intangible Assets by Major Class

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

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

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SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Summary of Segment Information

Segment information as of, and for the three months ended March 31, 2018 and 2017, is as follows (dollars in thousands):

	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2018
Revenues	$	2,663,011	$	553,754	$	550,469	$	158,093		$	—		$	3,925,327
Intersegment revenues(1)	123,545		9,364		48,346		6,299			(187,554		)	—
Total revenues	2,786,556		563,118		598,815		164,392			(187,554		)	3,925,327
Net revenues	414,769		123,037		53,870		34,249			—			625,925
Income from operations	174,078		8,221		9,307		(21		)	—			191,585
Depreciation and amortization	6,133		8,909		1,173		8,026			—			24,241
Total assets(2)	2,383,229		805,184		412,415		706,948			—			4,307,776
Average headcount	6,855		4,767		907		2,559			—			15,088
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate			Eliminations			Consolidated
Three Months Ended March 31, 2017
Revenues	$	2,259,252	$	468,788	$	550,445	$	136,640		$	—		$	3,415,125
Intersegment revenues(1)	101,154		8,143		33,340		6,878			(149,515		)	—
Total revenues	2,360,406		476,931		583,785		143,518			(149,515		)	3,415,125
Net revenues	372,440		106,546		56,837		32,743			—			568,566
Income from operations	155,877		16,206		14,652		1,223			—			187,958
Depreciation and amortization	5,590		8,020		1,146		7,675			—			22,431
Total assets(2)	2,126,900		699,139		409,972		539,733			—			3,775,744
Average headcount	6,844		3,926		961		2,548			—			14,279

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

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

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REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows:

	Balance at December 31, 2017		Adjustments			Balance at January 1, 2018
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,113,930	$	(101,718	)	$	2,012,212
Contract assets	—		147,764			147,764
Prepaid expenses and other	63,116		4,021			67,137
Liabilities
Accounts payable	1,000,305		(56,493		)	943,812
Accrued expenses - transportation expense	—		94,811			94,811
Accrued expenses - compensation	105,316		1,964			107,280
Accrued expenses - other accrued liabilities	58,229		(2,752		)	55,477
Deferred tax liabilities	45,355		3,298			48,653
Equity
Retained earnings	3,437,093		9,239			3,446,332

The impact of adoption of ASU 2014-09 on our consolidated statements of operations and consolidated balance sheets were as follows. The adoption of ASU 2014-09 did not have a material impact upon our consolidated statement of cash flows.

	Three Months Ended March 31, 2018
	As reported			Balances without adoption of ASU 2014-09			Effect of Change Higher / (Lower)
Income Statement
Revenues
Transportation	$	3,637,640		$	3,621,882		$	15,758
Sourcing (1)	287,687			314,831			(27,144		)
Total Revenues	$	3,925,327		$	3,936,713		$	(11,386	)
Costs and expenses
Purchased transportation and related services	$	3,041,602		$	3,028,663		$	12,939
Purchased products sourced for resale (1)	257,800			284,944			(27,144		)
Personnel expenses	328,297			328,224			73
Other selling, general, and administrative expenses	106,043			106,043			—
Total Costs and Expenses	3,733,742			3,747,874			(14,132		)
Income from operations	191,585			188,839			2,746
Interest and other expense	(10,700		)	(10,700		)	—
Income before provision for income taxes	180,885			178,139			2,746
Provision for income taxes	38,588			37,902			686
Net income	$	142,297		$	140,237		$	2,060

(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.

	As of March 31, 2018
	As reported		Balances without adoption of ASU 2014-09		Effect of Change Higher / (Lower)
Balance Sheet
Assets
Receivables, net of allowance for doubtful accounts	$	2,019,333	$	2,133,695	$	(114,362	)
Contract assets	161,028		—		161,028
Prepaid expenses and other	60,870		56,607		4,263
Liabilities
Accounts payable	$	990,065	$	1,065,221	$	(75,156	)
Accrued expenses - transportation expense	111,920		—		111,920
Accrued expenses - compensation	69,723		67,687		2,036
Accrued expenses - other accrued liabilities	54,025		57,153		(3,128		)
Deferred tax liabilities	52,883		48,925		3,958
Equity
Retained earnings	$	3,523,245	$	3,511,946	$	11,299

Summary of Gross Revenue Disaggregated by Major Service Line and Timing of Revenue Recognition

A summary of our gross revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three months ended March 31, 2018 is as follows:

	Three Months Ended March 31, 2018
	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
Major Service Lines
Transportation and logistics services	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Sourcing	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327
Timing of Revenue Recognition
Performance obligations completed over time	$	2,663,011	$	553,754	$	262,782	$	158,093	$	3,637,640
Performance obligations completed at a point in time	—		—		287,687		—		287,687
Total	$	2,663,011	$	553,754	$	550,469	$	158,093	$	3,925,327

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BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 01, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative adjustment to retained earnings	$ 3,523,245		$ 3,446,332	$ 3,437,093
Minimum future lease commitments				$ 282,700
Accounting Standards Update 2016-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Effective income tax rate reconciliation, share-based compensation, excess tax benefit amount	6,200	$ 9,300
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative adjustment to retained earnings	$ 11,299		$ 9,200

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GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Goodwill [Roll Forward]
Balance, beginning of period	$ 1,275,816
Translation	(1,966)
Balance, end of period	1,273,850
NAST
Goodwill [Roll Forward]
Balance, beginning of period	921,486
Translation	(986)
Balance, end of period	920,500
Global Forwarding
Goodwill [Roll Forward]
Balance, beginning of period	185,873
Translation	(818)
Balance, end of period	185,055
Robinson Fresh
Goodwill [Roll Forward]
Balance, beginning of period	141,185
Translation	(137)
Balance, end of period	141,048
All Other and Corporate
Goodwill [Roll Forward]
Balance, beginning of period	27,272
Translation	(25)
Balance, end of period	$ 27,247

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GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Finite-lived intangibles
Finite-lived intangibles	$ 263,393	$ 263,393
Accumulated amortization	(132,994)	(122,283)
Net	130,399	141,110
Indefinite-lived intangibles
Total intangibles, Cost	273,868	273,868
Total intangibles, Net	140,874	151,585
Trademarks
Indefinite-lived intangibles
Indefinite-lived intangibles	10,475	10,475
Customer relationships
Finite-lived intangibles
Finite-lived intangibles	263,093	263,093
Accumulated amortization	(132,799)	(122,103)
Net	130,294	140,990
Non-competition agreements
Finite-lived intangibles
Finite-lived intangibles	300	300
Accumulated amortization	(195)	(180)
Net	$ 105	$ 120

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GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Goodwill [Line Items]
Amortization expense	$ 9,399	$ 8,874
Estimated amortization expense
Remainder of 2018	27,760
2019	37,117
2020	26,853
2021	13,332
2022	13,332
Thereafter	12,005
Net	130,399		$ 141,110
NAST
Estimated amortization expense
Remainder of 2018	5,866
2019	7,820
2020	260
2021	260
2022	260
Thereafter	391
Global Forwarding
Estimated amortization expense
Remainder of 2018	21,894
2019	29,297
2020	26,593
2021	13,072
2022	13,072
Thereafter	11,614
Robinson Fresh
Estimated amortization expense
Remainder of 2018	0
2019	0
2020	0
2021	0
2022	0
Thereafter	0
All Other and Corporate
Estimated amortization expense
Remainder of 2018	0
2019	0
2020	0
2021	0
2022	0
Thereafter	$ 0

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FAIR VALUE MEASUREMENT (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Liability at fair value	$ 0	$ 0

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FINANCING ARRANGEMENTS - Components of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total debt	$ 1,401,000	$ 1,465,000
Less: Current maturities and short-term borrowing	(651,000)	(715,000)
Long-term debt	$ 750,000	$ 750,000
Line of Credit | Revolving credit facility | Senior Unsecured Revolving Credit Facility 2019 Term Loan
Debt Instrument [Line Items]
Average interest rate as of	4.73%	2.70%
Total debt	$ 651,000	$ 715,000
Senior Notes | Series A Notes
Debt Instrument [Line Items]
Average interest rate as of	3.97%	3.97%
Total debt	$ 175,000	$ 175,000
Senior Notes | Series B Notes
Debt Instrument [Line Items]
Average interest rate as of	4.26%	4.26%
Total debt	$ 150,000	$ 150,000
Senior Notes | Series C Notes
Debt Instrument [Line Items]
Average interest rate as of	4.60%	4.60%
Total debt	$ 175,000	$ 175,000
Secured Debt | Receivables securitization facility
Debt Instrument [Line Items]
Average interest rate as of	2.62%	2.00%
Total debt	$ 250,000	$ 250,000

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FINANCING ARRANGEMENTS - Additional Information (Details)		3 Months Ended	12 Months Ended
	Aug. 23, 2013 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017	Apr. 26, 2017 USD ($)
Debt Instrument [Line Items]
Long-term debt, fair value		$ 512,100,000
Receivables securitization facility | The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, National Association | Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 250,000,000
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 900,000,000
Debt instrument, covenant, leverage ratio, maximum		3.00
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan | Federal Funds Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%
Unsecured Debt | Senior Unsecured Revolving Credit Facility 2019 Term Loan | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.13%
Senior Notes | Note Purchase Agreement
Debt Instrument [Line Items]
Debt instrument, covenant, leverage ratio, maximum	3.00
Debt instrument, face amount	$ 500,000,000
Debt instrument, covenant, interest expense ratio, maximum	2.00
Debt instrument, covenant, priority debt, percentage	15.00%
Debt instrument, redemption price, percentage	100.00%
Senior Notes | Series A Notes
Debt Instrument [Line Items]
Average interest rate as of		3.97%	3.97%
Senior Notes | Series B Notes
Debt Instrument [Line Items]
Average interest rate as of		4.26%	4.26%
Senior Notes | Series C Notes
Debt Instrument [Line Items]
Average interest rate as of		4.60%	4.60%

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Income Tax Contingency [Line Items]
Effective income tax	21.30%	31.70%
Estimated effect on income taxes payable from foreign earnings repatriated	$ 14.1
Tax Cuts and Jobs Act of 2017, provisional income tax benefit			$ 12.1
Tax Cuts and Jobs Act, transition tax, income tax expense	0.8
Unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized	36.5
Decrease in unrecognized tax benefits due to lapse of statute of limitations	1.8
Accounting Standards Update 2016-09
Income Tax Contingency [Line Items]
Effective income tax rate reconciliation, share-based compensation, excess tax benefit amount	$ 6.2	$ 9.3

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STOCK AWARD PLANS - Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 18,134	$ 12,318
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,002	3,002
Stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	12,212	8,410
Company expense on ESPP discount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 920	$ 906

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STOCK AWARD PLANS - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	May 12, 2016
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Maximum employee contribution to purchase company stock	$ 10,000
Discount rate used to determine the purchase price	15.00%
Stock Option
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Maximum shares that can be granted under stock plan (shares)		13,041,803
Shares available for stock awards (shares)	2,966,647
Stock award, vesting period	5 years
Unrecognized compensation expense	$ 53,900,000
Restricted Stock Awards
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Stock award, vesting period	5 years
Unrecognized compensation expense	$ 126,200,000
Restricted Stock Awards | Minimum
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Discount on outstanding grants	15.00%
Restricted Stock Awards | Maximum
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Discount on outstanding grants	21.00%

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STOCK AWARD PLANS - Summary of Employee Stock Purchase Plan Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares purchased by employees (shares)	65,416
Aggregate cost to employees	$ 5,211
Expense recognized by the company	18,134	$ 12,318
Company expense on ESPP discount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense recognized by the company	$ 920	$ 906

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LITIGATION (Details)	3 Months Ended
	Mar. 31, 2018 case
Contingent Auto Liability Claim
Loss Contingencies [Line Items]
Contingency auto liability cases (case)	12

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ACQUISITIONS - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Business Acquisition [Line Items]
Total purchase consideration. net of cash acquired		$ 0	$ 1,780
Goodwill		$ 1,273,850		$ 1,275,816
Milgram & Company Ltd.
Business Acquisition [Line Items]
Total purchase consideration. net of cash acquired	$ 47,300
Goodwill	$ 28,600

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ACQUISITIONS - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - Customer relationships - Milgram & Company Ltd. $ in Thousands	Aug. 31, 2017 USD ($)
Business Acquisition [Line Items]
Estimated Life (years)	7 years
Identifiable intangible assets	$ 14,004

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SEGMENT REPORTING - Additional Information (Details)	3 Months Ended
	Mar. 31, 2018 segment
Segment Reporting [Abstract]
Number of reportable segments (segment)	3

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SEGMENT REPORTING - Summary of Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) employee	Mar. 31, 2017 USD ($) employee	Dec. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Total revenues	$ 3,925,327	$ 3,415,125
Net revenues	625,925	568,566
Income from operations	191,585	187,958
Depreciation and amortization	24,241	22,431
Total assets	$ 4,307,776	$ 3,775,744	$ 4,235,834
Average headcount (employee) | employee	15,088	14,279
NAST
Segment Reporting Information [Line Items]
Total revenues	$ 2,786,556	$ 2,360,406
Net revenues	414,769	372,440
Income from operations	174,078	155,877
Depreciation and amortization	6,133	5,590
Total assets	$ 2,383,229	$ 2,126,900
Average headcount (employee) | employee	6,855	6,844
Global Forwarding
Segment Reporting Information [Line Items]
Total revenues	$ 563,118	$ 476,931
Net revenues	123,037	106,546
Income from operations	8,221	16,206
Depreciation and amortization	8,909	8,020
Total assets	$ 805,184	$ 699,139
Average headcount (employee) | employee	4,767	3,926
Robinson Fresh
Segment Reporting Information [Line Items]
Total revenues	$ 598,815	$ 583,785
Net revenues	53,870	56,837
Income from operations	9,307	14,652
Depreciation and amortization	1,173	1,146
Total assets	$ 412,415	$ 409,972
Average headcount (employee) | employee	907	961
All Other and Corporate
Segment Reporting Information [Line Items]
Total revenues	$ 164,392	$ 143,518
Net revenues	34,249	32,743
Income from operations	(21)	1,223
Depreciation and amortization	8,026	7,675
Total assets	$ 706,948	$ 539,733
Average headcount (employee) | employee	2,559	2,548
Operating Segments
Segment Reporting Information [Line Items]
Total revenues	$ 3,925,327	$ 3,415,125
Operating Segments | NAST
Segment Reporting Information [Line Items]
Total revenues	2,663,011	2,259,252
Operating Segments | Global Forwarding
Segment Reporting Information [Line Items]
Total revenues	553,754	468,788
Operating Segments | Robinson Fresh
Segment Reporting Information [Line Items]
Total revenues	550,469	550,445
Operating Segments | All Other and Corporate
Segment Reporting Information [Line Items]
Total revenues	158,093	136,640
Intersegment revenues(1)
Segment Reporting Information [Line Items]
Total revenues	(187,554)	(149,515)
Intersegment revenues(1) | NAST
Segment Reporting Information [Line Items]
Total revenues	123,545	101,154
Intersegment revenues(1) | Global Forwarding
Segment Reporting Information [Line Items]
Total revenues	9,364	8,143
Intersegment revenues(1) | Robinson Fresh
Segment Reporting Information [Line Items]
Total revenues	48,346	33,340
Intersegment revenues(1) | All Other and Corporate
Segment Reporting Information [Line Items]
Total revenues	$ 6,299	$ 6,878

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Cumulative Effect of Changes to Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Assets
Receivables, net of allowance for doubtful accounts	$ 2,019,333	$ 2,012,212	$ 2,113,930
Contract assets	161,028	147,764	0
Prepaid expenses and other	60,870	67,137	63,116
Liabilities
Accounts payable	990,065	943,812	1,000,305
Accrued expenses - transportation expense	111,920	94,811	0
Accrued expenses - compensation	69,723	107,280	105,316
Accrued expenses - other accrued liabilities	54,025	55,477	58,229
Deferred tax liabilities	52,883	48,653
Equity
Retained earnings	3,523,245	3,446,332	3,437,093
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
Assets
Receivables, net of allowance for doubtful accounts	(114,362)	(101,718)
Contract assets	161,028	147,764
Prepaid expenses and other	4,263	4,021
Liabilities
Accounts payable	(75,156)	(56,493)
Accrued expenses - transportation expense	111,920	94,811
Accrued expenses - compensation	2,036	1,964
Accrued expenses - other accrued liabilities	(3,128)	(2,752)
Deferred tax liabilities	3,958	3,298
Equity
Retained earnings	11,299	$ 9,200
Calculated under Revenue Guidance in Effect before Topic 606
Assets
Receivables, net of allowance for doubtful accounts			2,113,930
Contract assets			0
Prepaid expenses and other			63,116
Liabilities
Accounts payable			1,000,305
Accrued expenses - transportation expense			0
Accrued expenses - compensation			105,316
Accrued expenses - other accrued liabilities			58,229
Deferred tax liabilities			45,355
Equity
Retained earnings			$ 3,437,093
Calculated under Revenue Guidance in Effect before Topic 606 | Accounting Standards Update 2014-09
Assets
Receivables, net of allowance for doubtful accounts	2,133,695
Contract assets	0
Prepaid expenses and other	56,607
Liabilities
Accounts payable	1,065,221
Accrued expenses - transportation expense	0
Accrued expenses - compensation	67,687
Accrued expenses - other accrued liabilities	57,153
Deferred tax liabilities	48,925
Equity
Retained earnings	$ 3,511,946

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Impact on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Transportation	$ 3,637,640	$ 3,102,043
Sourcing	287,687	313,082
Total revenues	3,925,327	3,415,125
Costs and expenses
Purchased transportation and related services	3,041,602	2,563,885
Purchased products sourced for resale	257,800	282,674
Personnel expenses	328,297	290,504
Other selling, general, and administrative expenses	106,043	90,104
Total costs and expenses	3,733,742	3,227,167
Income from operations	191,585	187,958
Interest and other expense	(10,700)	(9,302)
Income before provision for income taxes	180,885	178,656
Provision for income taxes	38,588	56,576
Net income	142,297	$ 122,080
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606
Revenues
Transportation	3,621,882
Sourcing	314,831
Total revenues	3,936,713
Costs and expenses
Purchased transportation and related services	3,028,663
Purchased products sourced for resale	284,944
Personnel expenses	328,224
Other selling, general, and administrative expenses	106,043
Total costs and expenses	3,747,874
Income from operations	188,839
Interest and other expense	(10,700)
Income before provision for income taxes	178,139
Provision for income taxes	37,902
Net income	140,237
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606
Revenues
Transportation	15,758
Sourcing	(27,144)
Total revenues	(11,386)
Costs and expenses
Purchased transportation and related services	12,939
Purchased products sourced for resale	(27,144)
Personnel expenses	73
Other selling, general, and administrative expenses	0
Total costs and expenses	(14,132)
Income from operations	2,746
Interest and other expense	0
Income before provision for income taxes	2,746
Provision for income taxes	686
Net income	$ 2,060

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Impact on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Assets
Receivables, net of allowance for doubtful accounts	$ 2,019,333	$ 2,012,212	$ 2,113,930
Contract assets	161,028	147,764	0
Prepaid expenses and other	60,870	67,137	63,116
Liabilities
Accounts payable	990,065	943,812	1,000,305
Transportation expense	111,920	94,811	0
Compensation	69,723	107,280	105,316
Accrued expenses - other accrued liabilities	54,025	55,477	58,229
Deferred tax liabilities	52,883	48,653
Equity
Retained earnings	3,523,245	3,446,332	3,437,093
Calculated under Revenue Guidance in Effect before Topic 606
Assets
Receivables, net of allowance for doubtful accounts			2,113,930
Contract assets			0
Prepaid expenses and other			63,116
Liabilities
Accounts payable			1,000,305
Transportation expense			0
Compensation			105,316
Accrued expenses - other accrued liabilities			58,229
Deferred tax liabilities			45,355
Equity
Retained earnings			$ 3,437,093
Calculated under Revenue Guidance in Effect before Topic 606 | Accounting Standards Update 2014-09
Assets
Receivables, net of allowance for doubtful accounts	2,133,695
Contract assets	0
Prepaid expenses and other	56,607
Liabilities
Accounts payable	1,065,221
Transportation expense	0
Compensation	67,687
Accrued expenses - other accrued liabilities	57,153
Deferred tax liabilities	48,925
Equity
Retained earnings	3,511,946
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
Assets
Receivables, net of allowance for doubtful accounts	(114,362)	(101,718)
Contract assets	161,028	147,764
Prepaid expenses and other	4,263	4,021
Liabilities
Accounts payable	(75,156)	(56,493)
Transportation expense	111,920	94,811
Compensation	2,036	1,964
Accrued expenses - other accrued liabilities	(3,128)	(2,752)
Deferred tax liabilities	3,958	3,298
Equity
Retained earnings	$ 11,299	$ 9,200

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Summary of Gross Revenues Disaggregated by Major Service Line and Timing of Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	$ 3,925,327
NAST
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	2,663,011
Global Forwarding
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	553,754
Robinson Fresh
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	550,469
All Other and Corporate
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	158,093
Transportation and logistics services
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	3,637,640
Transportation and logistics services | Performance obligations completed over time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	3,637,640
Transportation and logistics services | NAST
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	2,663,011
Transportation and logistics services | NAST | Performance obligations completed over time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	2,663,011
Transportation and logistics services | Global Forwarding
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	553,754
Transportation and logistics services | Global Forwarding | Performance obligations completed over time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	553,754
Transportation and logistics services | Robinson Fresh
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	262,782
Transportation and logistics services | Robinson Fresh | Performance obligations completed over time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	262,782
Transportation and logistics services | All Other and Corporate
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	158,093
Transportation and logistics services | All Other and Corporate | Performance obligations completed over time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	158,093
Sourcing
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	287,687
Sourcing | Performance obligations completed at a point in time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	287,687
Sourcing | NAST
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	0
Sourcing | NAST | Performance obligations completed at a point in time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	0
Sourcing | Global Forwarding
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	0
Sourcing | Global Forwarding | Performance obligations completed at a point in time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	0
Sourcing | Robinson Fresh
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	287,687
Sourcing | Robinson Fresh | Performance obligations completed at a point in time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	287,687
Sourcing | All Other and Corporate
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	0
Sourcing | All Other and Corporate | Performance obligations completed at a point in time
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total gross revenue	$ 0

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Additional Information (Details) - Product Concentration Risk - Sales Revenue, Net	3 Months Ended
	Mar. 31, 2018
Transportation and logistics services
Disaggregation of Revenue [Line Items]
Percentage of gross revenue attributable to services	91.00%
Buying, Selling, and Marketing of Produce Items
Disaggregation of Revenue [Line Items]
Percentage of gross revenue attributable to services	7.00%
Value-added Logistics Services
Disaggregation of Revenue [Line Items]
Percentage of gross revenue attributable to services	2.00%

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Accumulated other comprehensive loss	$ (19,025)	$ (18,460)

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SUBSEQUENT EVENTS (Details) - Senior Notes Due 2028 - Unsecured Debt - Subsequent Event	Apr. 09, 2018 USD ($)
Subsequent Event [Line Items]
Debt instrument, face amount	$ 600,000,000
Percentage of debt issuance price	99.402%
Proceeds from issuance of debt	$ 592,500,000
Debt instrument, interest rate, stated percentage	4.20%
Expenses from issuance of debt	$ 5,500,000
Debt issuance costs, related to underwriting	$ 3,900,000
Effective yield to maturity	4.385%
Debt instrument, redemption price, percentage	101.00%
Percent of principal amount outstanding held by trustee or holders	25.00%