10-Q 1 chrw-20210930.htm 10-Q chrw-20210930
0001043277--12-312021Q3false00010432772021-01-012021-09-30xbrli:shares00010432772021-10-27iso4217:USD00010432772021-09-3000010432772020-12-31iso4217:USDxbrli:shares0001043277chrw:TransportationCustomersFreightMember2021-07-012021-09-300001043277chrw:TransportationCustomersFreightMember2020-07-012020-09-300001043277chrw:TransportationCustomersFreightMember2021-01-012021-09-300001043277chrw:TransportationCustomersFreightMember2020-01-012020-09-300001043277chrw:SourcingMember2021-07-012021-09-300001043277chrw:SourcingMember2020-07-012020-09-300001043277chrw:SourcingMember2021-01-012021-09-300001043277chrw:SourcingMember2020-01-012020-09-3000010432772021-07-012021-09-3000010432772020-07-012020-09-3000010432772020-01-012020-09-300001043277us-gaap:CommonStockMember2020-12-310001043277us-gaap:AdditionalPaidInCapitalMember2020-12-310001043277us-gaap:RetainedEarningsMember2020-12-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001043277us-gaap:TreasuryStockMember2020-12-310001043277us-gaap:RetainedEarningsMember2021-01-012021-03-3100010432772021-01-012021-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001043277us-gaap:CommonStockMember2021-01-012021-03-310001043277us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001043277us-gaap:TreasuryStockMember2021-01-012021-03-310001043277us-gaap:CommonStockMember2021-03-310001043277us-gaap:AdditionalPaidInCapitalMember2021-03-310001043277us-gaap:RetainedEarningsMember2021-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001043277us-gaap:TreasuryStockMember2021-03-3100010432772021-03-310001043277us-gaap:RetainedEarningsMember2021-04-012021-06-3000010432772021-04-012021-06-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-300001043277us-gaap:CommonStockMember2021-04-012021-06-300001043277us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001043277us-gaap:TreasuryStockMember2021-04-012021-06-300001043277us-gaap:CommonStockMember2021-06-300001043277us-gaap:AdditionalPaidInCapitalMember2021-06-300001043277us-gaap:RetainedEarningsMember2021-06-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001043277us-gaap:TreasuryStockMember2021-06-3000010432772021-06-300001043277us-gaap:RetainedEarningsMember2021-07-012021-09-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-300001043277us-gaap:CommonStockMember2021-07-012021-09-300001043277us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001043277us-gaap:TreasuryStockMember2021-07-012021-09-300001043277us-gaap:CommonStockMember2021-09-300001043277us-gaap:AdditionalPaidInCapitalMember2021-09-300001043277us-gaap:RetainedEarningsMember2021-09-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300001043277us-gaap:TreasuryStockMember2021-09-300001043277us-gaap:CommonStockMember2019-12-310001043277us-gaap:AdditionalPaidInCapitalMember2019-12-310001043277us-gaap:RetainedEarningsMember2019-12-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001043277us-gaap:TreasuryStockMember2019-12-3100010432772019-12-310001043277us-gaap:RetainedEarningsMember2020-01-012020-03-3100010432772020-01-012020-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310001043277us-gaap:CommonStockMember2020-01-012020-03-310001043277us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001043277us-gaap:TreasuryStockMember2020-01-012020-03-310001043277us-gaap:CommonStockMember2020-03-310001043277us-gaap:AdditionalPaidInCapitalMember2020-03-310001043277us-gaap:RetainedEarningsMember2020-03-310001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001043277us-gaap:TreasuryStockMember2020-03-3100010432772020-03-310001043277us-gaap:RetainedEarningsMember2020-04-012020-06-3000010432772020-04-012020-06-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-012020-06-300001043277us-gaap:CommonStockMember2020-04-012020-06-300001043277us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001043277us-gaap:TreasuryStockMember2020-04-012020-06-300001043277us-gaap:CommonStockMember2020-06-300001043277us-gaap:AdditionalPaidInCapitalMember2020-06-300001043277us-gaap:RetainedEarningsMember2020-06-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-300001043277us-gaap:TreasuryStockMember2020-06-3000010432772020-06-300001043277us-gaap:RetainedEarningsMember2020-07-012020-09-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-07-012020-09-300001043277us-gaap:CommonStockMember2020-07-012020-09-300001043277us-gaap:AdditionalPaidInCapitalMember2020-07-012020-09-300001043277us-gaap:TreasuryStockMember2020-07-012020-09-300001043277us-gaap:CommonStockMember2020-09-300001043277us-gaap:AdditionalPaidInCapitalMember2020-09-300001043277us-gaap:RetainedEarningsMember2020-09-300001043277us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-300001043277us-gaap:TreasuryStockMember2020-09-3000010432772020-09-300001043277chrw:NorthAmericanServiceTransportationNASTMember2020-12-310001043277chrw:GlobalForwardingMember2020-12-310001043277us-gaap:CorporateAndOtherMember2020-12-310001043277chrw:NorthAmericanServiceTransportationNASTMember2021-01-012021-09-300001043277chrw:GlobalForwardingMember2021-01-012021-09-300001043277us-gaap:CorporateAndOtherMember2021-01-012021-09-300001043277chrw:NorthAmericanServiceTransportationNASTMember2021-09-300001043277chrw:GlobalForwardingMember2021-09-300001043277us-gaap:CorporateAndOtherMember2021-09-300001043277us-gaap:CustomerContractsMember2021-09-300001043277us-gaap:CustomerContractsMember2020-12-310001043277us-gaap:TrademarksMember2021-09-300001043277us-gaap:TrademarksMember2020-12-310001043277us-gaap:TrademarksMember2021-09-300001043277us-gaap:TrademarksMember2020-12-310001043277us-gaap:FairValueInputsLevel3Member2021-09-300001043277us-gaap:FairValueInputsLevel3Member2020-12-31xbrli:pure0001043277us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-09-300001043277us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2020-12-310001043277chrw:SeriesANotesMemberus-gaap:SeniorNotesMember2021-09-300001043277chrw:SeriesANotesMemberus-gaap:SeniorNotesMember2020-12-310001043277chrw:SeriesBNotesMemberus-gaap:SeniorNotesMember2021-09-300001043277chrw:SeriesBNotesMemberus-gaap:SeniorNotesMember2020-12-310001043277chrw:SeriesCNotesMemberus-gaap:SeniorNotesMember2021-09-300001043277chrw:SeriesCNotesMemberus-gaap:SeniorNotesMember2020-12-310001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2021-09-300001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2020-12-310001043277us-gaap:FederalFundsEffectiveSwapRateMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-01-012021-09-300001043277us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-01-012021-09-300001043277us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2021-01-012021-09-300001043277srt:MaximumMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-01-012021-09-300001043277chrw:NotePurchaseAgreementMemberus-gaap:SeniorNotesMember2013-08-270001043277chrw:NotePurchaseAgreementMemberus-gaap:SeniorNotesMember2021-09-300001043277chrw:NotePurchaseAgreementMemberus-gaap:SeniorNotesMember2021-01-012021-09-300001043277us-gaap:LineOfCreditMemberchrw:CombinexCreditFacilityMember2021-06-030001043277us-gaap:LineOfCreditMemberchrw:CombinexCreditFacilityMember2021-09-012021-09-300001043277chrw:SeniorNotesDue2028Memberus-gaap:UnsecuredDebtMember2021-01-012021-09-300001043277us-gaap:LineOfCreditMemberchrw:USBankMember2021-09-300001043277us-gaap:StandbyLettersOfCreditMemberchrw:USBankMember2021-09-300001043277us-gaap:SecuredDebtMemberchrw:ReceivablesSecuritizationFacilityMember2020-12-170001043277us-gaap:SecuredDebtMemberchrw:ReceivablesSecuritizationFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-12-172020-12-1700010432772021-09-302021-09-300001043277us-gaap:EmployeeStockOptionMember2021-07-012021-09-300001043277us-gaap:EmployeeStockOptionMember2020-07-012020-09-300001043277us-gaap:EmployeeStockOptionMember2021-01-012021-09-300001043277us-gaap:EmployeeStockOptionMember2020-01-012020-09-300001043277chrw:StockAwardsMember2021-07-012021-09-300001043277chrw:StockAwardsMember2020-07-012020-09-300001043277chrw:StockAwardsMember2021-01-012021-09-300001043277chrw:StockAwardsMember2020-01-012020-09-300001043277chrw:EmployeeStockPurchasePlanMember2021-07-012021-09-300001043277chrw:EmployeeStockPurchasePlanMember2020-07-012020-09-300001043277chrw:EmployeeStockPurchasePlanMember2021-01-012021-09-300001043277chrw:EmployeeStockPurchasePlanMember2020-01-012020-09-3000010432772019-05-092019-05-090001043277us-gaap:EmployeeStockOptionMember2021-09-300001043277chrw:RestrictedStockAndRestrictedStockUnitsMembersrt:MinimumMember2021-01-012021-09-300001043277srt:MaximumMemberchrw:RestrictedStockAndRestrictedStockUnitsMember2021-01-012021-09-300001043277chrw:PerformanceBasedRestrictedStockUnitMember2021-02-032021-02-030001043277chrw:TimeBasedRestrictedStockUnitMember2021-02-032021-02-030001043277chrw:RestrictedStockAndRestrictedStockUnitsMember2021-09-300001043277chrw:EmployeeStockPurchasePlan1997Member2021-09-300001043277chrw:EmployeeStockPurchasePlan1997Member2021-01-012021-09-300001043277chrw:CombinexHoldingBVMember2021-06-032021-06-030001043277chrw:CombinexHoldingBVMember2021-01-012021-09-300001043277us-gaap:CustomerRelationshipsMemberchrw:CombinexHoldingBVMember2021-06-032021-06-030001043277us-gaap:CustomerRelationshipsMemberchrw:CombinexHoldingBVMember2021-06-030001043277chrw:PrimeDistributionServicesMember2020-03-022020-03-020001043277chrw:PrimeDistributionServicesMember2021-01-012021-09-300001043277chrw:PrimeDistributionServicesMember2020-03-020001043277chrw:PrimeDistributionServicesMemberus-gaap:CustomerRelationshipsMember2020-03-022020-03-020001043277chrw:PrimeDistributionServicesMemberus-gaap:CustomerRelationshipsMember2020-03-02chrw:segment0001043277chrw:NorthAmericanServiceTransportationNASTMember2021-07-012021-09-300001043277chrw:GlobalForwardingMember2021-07-012021-09-300001043277us-gaap:CorporateAndOtherMember2021-07-012021-09-30chrw:employee0001043277chrw:NorthAmericanServiceTransportationNASTMember2020-07-012020-09-300001043277chrw:GlobalForwardingMember2020-07-012020-09-300001043277us-gaap:CorporateAndOtherMember2020-07-012020-09-300001043277chrw:NorthAmericanServiceTransportationNASTMember2020-09-300001043277chrw:GlobalForwardingMember2020-09-300001043277us-gaap:CorporateAndOtherMember2020-09-300001043277chrw:NorthAmericanServiceTransportationNASTMember2020-01-012020-09-300001043277chrw:GlobalForwardingMember2020-01-012020-09-300001043277us-gaap:CorporateAndOtherMember2020-01-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2021-07-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:GlobalForwardingMember2021-07-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2021-07-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2021-07-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2021-07-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:GlobalForwardingMember2021-07-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2021-07-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2021-07-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2020-07-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:GlobalForwardingMember2020-07-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2020-07-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2020-07-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2020-07-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:GlobalForwardingMember2020-07-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2020-07-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2020-07-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2021-01-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:GlobalForwardingMember2021-01-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2021-01-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2021-01-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2021-01-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:GlobalForwardingMember2021-01-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2021-01-012021-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2021-01-012021-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2020-01-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberchrw:GlobalForwardingMember2020-01-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMemberus-gaap:CorporateAndOtherMember2020-01-012020-09-300001043277chrw:TransportationCustomersFreightMemberus-gaap:TransferredOverTimeMember2020-01-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:NorthAmericanServiceTransportationNASTMember2020-01-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberchrw:GlobalForwardingMember2020-01-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMemberus-gaap:CorporateAndOtherMember2020-01-012020-09-300001043277chrw:SourcingMemberus-gaap:TransferredAtPointInTimeMember2020-01-012020-09-300001043277chrw:OfficeSpaceChicagoIllinoisMember2021-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2021
    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
chrw-20210930_g1.jpg
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, MN 55347
(Address of principal executive officers, including zip code)

952-937-8500
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueCHRWNasdaq Global Select Market
Indicate by check mark whether the 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      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted 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 such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging Growth Company
Non-accelerated filerSmaller 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  
As of October 27, 2021, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 129,987,462.


C.H. ROBINSON WORLDWIDE, INC.
TABLE OF CONTENTS
 
 
 PART I. Financial Information 
Item 1.
Item 2.
Item 3.
Item 4.
PART II. Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



2

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except per share data)
 September 30, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$202,649 $243,796 
Receivables, net of allowance for credit loss of $37,114 and $38,113
3,721,571 2,449,577 
Contract assets, net of allowance for credit loss416,971 197,176 
Prepaid expenses and other89,472 51,152 
Total current assets4,430,663 2,941,701 
Property and equipment, net of accumulated depreciation and amortization177,418 178,949 
Goodwill1,486,199 1,487,187 
Other intangible assets, net of accumulated amortization96,025 113,910 
Right-of-use lease assets297,249 319,785 
Deferred tax assets26,244 18,640 
Other assets88,808 84,086 
Total assets$6,602,606 $5,144,258 
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable$1,797,441 $1,195,099 
Outstanding checks66,748 88,265 
Accrued expenses:
Compensation173,353 138,460 
Transportation expense319,154 153,574 
Income taxes39,276 43,700 
Other accrued liabilities157,251 154,460 
Current lease liabilities66,470 66,174 
Current portion of debt632,000  
Total current liabilities3,251,693 1,839,732 
Long-term debt1,093,950 1,093,301 
Noncurrent lease liabilities245,902 268,572 
Noncurrent income taxes payable25,449 26,015 
Deferred tax liabilities20,259 22,182 
Other long-term liabilities14,553 14,523 
Total liabilities4,651,806 3,264,325 
Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding
  
Common stock, $0.10 par value, 480,000 shares authorized; 179,206 and 179,232 shares issued, 130,376 and 134,298 outstanding
13,038 13,430 
Additional paid-in capital637,182 566,022 
Retained earnings4,779,964 4,372,833 
Accumulated other comprehensive loss(65,480)(45,998)
Treasury stock at cost (48,830 and 44,934 shares)
(3,413,904)(3,026,354)
Total stockholders’ investment1,950,800 1,879,933 
Total liabilities and stockholders’ investment$6,602,606 $5,144,258 
See accompanying notes to the condensed consolidated financial statements.
3

C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(unaudited, in thousands except per share data)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Revenues:
Transportation$5,999,901 $3,944,981 $15,800,576 $10,835,710 
Sourcing263,794 279,819 799,714 821,944 
Total revenues6,263,695 4,224,800 16,600,290 11,657,654 
Costs and expenses:
Purchased transportation and related services5,180,390 3,378,651 13,580,980 9,141,354 
Purchased products sourced for resale239,113 256,876 723,562 744,621 
Personnel expenses399,880 302,904 1,123,616 933,607 
Other selling, general, and administrative expenses133,543 118,130 377,430 371,606 
Total costs and expenses5,952,926 4,056,561 15,805,588 11,191,188 
Income from operations310,769 168,239 794,702 466,466 
Interest and other expense(16,662)(7,465)(41,419)(32,904)
Income before provision for income taxes294,107 160,774 753,283 433,562 
Provision for income taxes47,054 24,245 139,136 74,948 
Net income247,053 136,529 614,147 358,614 
Other comprehensive (loss) income, net of tax(12,034)13,236 (19,482)5,294 
Comprehensive income$235,019 $149,765 $594,665 $363,908 
Basic net income per share$1.87 $1.01 $4.61 $2.65 
Diluted net income per share$1.85 $1.00 $4.56 $2.63 
Basic weighted average shares outstanding131,845 135,671 133,201 135,385 
Dilutive effect of outstanding stock awards1,591 1,457 1,460 752 
Diluted weighted average shares outstanding133,436 137,128 134,661 136,137 
See accompanying notes to the condensed consolidated financial statements.


4

C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment
(unaudited, in thousands, except per share data)
Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2020134,298 $13,430 $566,022 $4,372,833 $(45,998)$(3,026,354)$1,879,933 
Net income173,305 173,305 
Foreign currency adjustments(7,286)(7,286)
Dividends declared, $0.51 per share
(69,606)(69,606)
Stock issued for employee benefit plans357 36 (21,805)18,766 (3,003)
Issuance of restricted stock, net of forfeitures(26)(3)3  
Stock-based compensation expense  23,989  23,989 
Repurchase of common stock(1,386)(139)(129,006)(129,145)
Balance March 31, 2021133,243 13,324 568,209 4,476,532 (53,284)(3,136,594)1,868,187 
Net income193,789 193,789 
Foreign currency adjustments(162)(162)
Dividends declared, $0.51 per share
(69,094)(69,094)
Stock issued for employee benefit plans250 25 418 16,151 16,594 
Stock-based compensation expense  29,161  29,161 
Repurchase of common stock(1,358)(136)(132,169)(132,305)
Balance June 30, 2021132,135 $13,213 $597,788 $4,601,227 $(53,446)$(3,252,612)$1,906,170 
Net income247,053 247,053 
Foreign currency adjustments(12,034)(12,034)
Dividends declared, $0.51 per share
(68,316)(68,316)
Stock issued for employee benefit plans91 9 (1,418)5,755 4,346 
Stock-based compensation expense  40,812  40,812 
Repurchase of common stock(1,850)(184)(167,047)(167,231)
Balance September 30, 2021130,376 $13,038 $637,182 $4,779,964 $(65,480)$(3,413,904)$1,950,800 














5

C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment, continued
(unaudited, in thousands, except per share data)
Common
Shares
Outstanding
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury
Stock
Total
Stockholders’
Investment
Balance December 31, 2019134,895 $13,490 $546,646 $4,144,834 $(76,149)$(2,958,091)$1,670,730 
Net income78,146 78,146 
Foreign currency adjustments(32,195)(32,195)
Dividends declared, $0.51 per share
(69,871)(69,871)
Stock issued for employee benefit plans343 34 (24,192)21,632 (2,526)
Issuance of restricted stock, net of forfeitures321 32 (32) 
Stock-based compensation expense  11,397  11,397 
Repurchase of common stock(973)(97)(68,466)(68,563)
Balance March 31, 2020134,586 13,459 533,819 4,153,109 (108,344)(3,004,925)1,587,118 
Net income143,939 143,939 
Foreign currency adjustments24,253 24,253 
Dividends declared, $0.51 per share
(69,791)(69,791)
Stock issued for employee benefit plans138 13 (1,165)9,007 7,855 
Stock-based compensation expense  10,954  10,954 
Balance June 30, 2020134,724 $13,472 $543,608 $4,227,257 $(84,091)$(2,995,918)$1,704,328 
Net income136,529 136,529 
Foreign currency adjustments13,236 13,236 
Dividends declared, $0.51 per share
(70,188)(70,188)
Stock issued for employee benefit plans1,176 118 1,032 77,528 78,678 
Stock-based compensation expense  10,776  10,776 
Balance September 30, 2020135,900 $13,590 $555,416 $4,293,598 $(70,855)$(2,918,390)$1,873,359 
See accompanying notes to the condensed consolidated financial statements.
6

C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
 
 Nine Months Ended September 30,
20212020
OPERATING ACTIVITIES
Net income$614,147 $358,614 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization68,621 77,067 
Provision for credit losses3,979 12,701 
Stock-based compensation93,962 33,127 
Deferred income taxes(11,683)(9,468)
Excess tax benefit on stock-based compensation(10,830)(17,127)
Other operating activities1,384 13,104 
Changes in operating elements, net of acquisitions:
Receivables(1,290,485)(367,538)
Contract assets(220,889)(56,131)
Prepaid expenses and other(38,525)12,331 
Accounts payable and outstanding checks595,036 186,755 
Accrued compensation35,413 16,458 
Accrued transportation expense165,580 46,396 
Accrued income taxes6,400 17,125 
Other accrued liabilities4,947 8,907 
Other assets and liabilities2,043 4,728 
Net cash provided by operating activities19,100 337,049 
INVESTING ACTIVITIES
Purchases of property and equipment(26,503)(17,446)
Purchases and development of software(26,062)(22,815)
Acquisitions, net of cash acquired(14,749)(223,230)
Other investing activities 5,525 
Net cash used for investing activities(67,314)(257,966)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans43,183 100,542 
Stock tendered for payment of withholding taxes(25,246)(16,535)
Repurchase of common stock(428,801)(68,563)
Cash dividends(208,926)(207,428)
Payments on long-term borrowings(2,048) 
Proceeds from short-term borrowings2,768,000 1,043,600 
Payments on short-term borrowings(2,136,251)(1,126,600)
Net cash provided by (used for) financing activities9,911 (274,984)
Effect of exchange rates on cash and cash equivalents(2,844)612 
Net change in cash and cash equivalents(41,147)(195,289)
Cash and cash equivalents, beginning of period243,796 447,858 
Cash and cash equivalents, end of period$202,649 $252,569 
See accompanying notes to the condensed consolidated financial statements.
7

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, Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2020.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. As of September 30, 2021, we have not utilized any of the expedients discussed within this ASU. We will continue to assess our agreements to determine if LIBOR is included and if the expedients will be utilized during the allowed period through December 31, 2022.
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, 2020, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Balance, December 31, 2020$1,203,972 $213,982 $69,233 $1,487,187 
Acquisitions243  10,754 10,997 
Foreign currency translation(7,894)(2,668)(1,423)(11,985)
Balance September 30, 2021$1,196,321 $211,314 $78,564 $1,486,199 

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”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the ongoing impacts of the COVID-19
8

pandemic on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of September 30, 2021.
Identifiable intangible assets consisted of the following (in thousands):
September 30, 2021December 31, 2020
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$169,540 $(82,115)$87,425 $171,684 $(67,312)$104,372 
Trademarks   1,875 (937)938 
Total finite-lived intangibles169,540 (82,115)87,425 173,559 (68,249)105,310 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$178,140 $(82,115)$96,025 $182,159 $(68,249)$113,910 
Amortization expense for other intangible assets is as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Amortization expense$6,130 $9,937 $19,416 $27,968 
Finite-lived intangible assets, by reportable segment, as of September 30, 2021, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
Remaining 2021$2,024 $3,738 $293 $6,055 
20228,096 14,953 1,171 24,220 
20238,096 12,304 1,171 21,571 
20247,991 3,778 1,171 12,940 
20257,857 2,479 1,171 11,507 
Thereafter9,168 403 1,561 11,132 
Total$87,425 

NOTE 3. FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended September 30, 2021 and December 31, 2020. There were no transfers between levels during the period.

9

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 ofCarrying value as of
September 30, 2021December 31, 2020MaturitySeptember 30, 2021December 31, 2020
Revolving credit facility1.20 % %October 2023$632,000 $ 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Senior Notes (1)
4.20 %4.20 %April 2028593,950 593,301 
Total debt1,725,950 1,093,301 
Less: Current maturities and short-term borrowing(632,000) 
Long-term debt$1,093,950 $1,093,301 
____________________________________________
(1) Net of unamortized discounts and issuance costs.

SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the "Credit Agreement") with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of applicable LIBOR plus 1.13 percent). In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $546.0 million at September 30, 2021.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.
10

COMBINEX CREDIT FACILITY
On June 3, 2021, we assumed a credit facility as part of our acquisition of Combinex Holding B.V. (“Combinex”) with total availability of approximately $3.6 million and a maturity date of January 18, 2027. We paid off the $2.2 million balance of this facility in September 2021. For more information regarding the Combinex acquisition, refer to Note 8, Acquisitions.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes ("Senior Notes") through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $680.2 million as of September 30, 2021, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.0 million as of September 30, 2021.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with US Bank of which $8 million is currently utilized for standby letters of credit related to insurance collateral as of September 30, 2021. These standby letters of credit are renewed annually and were undrawn as of September 30, 2021.
We estimate the fair value of our financing arrangements 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 risk. These are considered Level 2 financial liabilities.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
We had a receivables securitization facility (the “Receivables Securitization Facility”) that expired on December 17, 2020 and was not renewed. The Receivables Securitization Facility was based on the securitization of certain of our U.S. trade accounts receivable and provided funding of up to $250 million. The trade accounts receivable under the facility were owned by C.H. Robinson Receivables LLC and were not available to the creditors of C.H. Robinson Worldwide, Inc., and our subsidiaries. The interest rate on borrowings under the Receivables Securitization Facility was based on one-month LIBOR plus 0.65 percent. There was also a commitment fee we were required to pay on any unused portion of the facility.
11

NOTE 5. INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and nine months ended September 30, 2021and 2020, is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit0.6 2.0 1.5 2.4 
Share based payment awards0.4 (3.8)(0.8)(4.1)
Foreign tax credits(0.1)(5.2)(0.3)(3.1)
Foreign(4.2)0.3 (1.5)1.2 
Other(1.7)0.8 (1.4)(0.1)
Effective income tax rate16.0 %15.1 %18.5 %17.3 %

We have asserted that the unremitted earnings of a limited number of our foreign subsidiaries are permanently reinvested to support expansion of our international business. If we repatriated all foreign earnings that are considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of September 30, 2021.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allowed for a deferral of the employer share of federal payroll taxes otherwise due through December 31, 2020. 50 percent of the deferred amount is due December 31, 2021 and the remaining 50 percent is due December 31, 2022. This provision allowed us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provided for a tax credit related to wages and health benefits provided to an employee whose work from March 17, 2020 through June 30, 2021 was impacted by COVID-19. The Consolidated Appropriations Act signed into law on December 27, 2020, extended the tax credit through June 30, 2021, and increased the maximum credit per employee from $5,000 per year in 2020 to $7,000 per quarter in 2021. Through September 30, 2021, we have recognized a payroll deferral and tax credit of $28.5 million and $0.7 million, respectively, under the CARES Act and The Consolidated Appropriations Act. We will continue evaluating the impact of both acts over the remainder of 2021.

As of September 30, 2021, we have $40.0 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 $5.6 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2014. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
NOTE 6. STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Stock options$4,070 $5,081 $12,064 $15,119 
Stock awards36,012 5,042 79,361 15,736 
Company expense on ESPP discount730 653 2,537 2,272 
Total stock-based compensation expense$40,812 $10,776 $93,962 $33,127 

On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 17,041,803 shares can be granted under this plan following the amendment and restatement. Approximately 1,765,322 shares were available for stock awards under the plan as of September 30, 2021. Shares subject to
12

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 stock options to certain key employees through 2020. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of September 30, 2021, unrecognized compensation expense related to stock options was $30.6 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
Stock Awards - We have awarded performance-based restricted shares through 2020. We have also awarded performance-based restricted stock units and time-based restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements based on our earnings and adjusted gross profit growth. Time-based awards vest primarily based on the employee's continued employment. 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 12 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. Differences in post-holding restrictions, 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 granted 280,255 performance-based restricted stock units and 619,689 time-based restricted stock units on February 3, 2021. The performance-based and time-based awards had a weighted average grant date fair value of $74.76 and $71.28, respectively, and are eligible to vest over a three-year period with a first vesting date of December 31, 2021. The performance-based awards vest based on our earnings and adjusted gross profit growth and include an upside opportunity of 200 percent upon attaining established earnings and adjusted gross profit growth targets.
We have also issued restricted stock units to certain key employees and non-employee directors, 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 September 30, 2021, there was unrecognized compensation expense of $99.9 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 and adjusted gross profit 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 (dollars in thousands): 
Three Months Ended September 30, 2021
Shares purchased
by employees
Aggregate cost
to employees
Expense recognized
by the company
55,904 $4,134 $730 

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 certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our 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 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.
13

NOTE 8. ACQUISITIONS
Combinex Holding B.V.
On June 3, 2021 we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$3,942 
There was $10.8 million of goodwill recorded related to the acquisition of Combinex. The Combinex goodwill is a result of acquiring and retaining the Combinex workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary. The goodwill will not be deductible for tax purposes. The results of operations of Combinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since June 3, 2021.
Prime Distribution Services
On March 2, 2020, we acquired all of the outstanding shares of Prime Distribution Services (“Prime Distribution”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. This acquisition adds scale and value-added warehouse capabilities to our retail consolidation platform, adding to our global suite of services.
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
Current assets$8,879 
Property and equipment7,356 
Right-of-use lease assets35,017 
Other intangible assets55,000 
Goodwill176,727 
Total assets282,979 
Current liabilities12,243 
Lease liabilities35,017 
Deferred tax liabilities13,001 
Net assets acquired$222,718 

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000 
There was $176.7 million of goodwill recorded related to the acquisition of Prime Distribution. The Prime Distribution goodwill is a result of acquiring and retaining the Prime Distribution workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the North American Surface Transportation segment in our consolidated financial statements since March 1, 2020.
14

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 two reportable segments in addition to All Other and Corporate as summarized below:
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 and less than truckload (“LTL”) transportation services.
Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
15

Reportable segment information as of, and for the three and nine months ended September 30, 2021 and 2020, is as follows (dollars in thousands):

NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2021
Total revenues$3,814,988 $1,978,901 $469,806 $6,263,695 
Income (loss) from operations149,035 165,155 (3,421)310,769 
Depreciation and amortization6,620 5,427 10,359 22,406 
Total assets(1)
3,437,461 2,438,106 727,039 6,602,606 
Average headcount6,764 5,167 4,037 15,968 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Three Months Ended September 30, 2020
Total revenues$2,923,842 $831,957 $469,001 $4,224,800 
Income (loss) from operations122,526 46,299 (586)168,239 
Depreciation and amortization7,095 9,385 10,436 26,916 
Total assets(1)
3,041,974 1,148,118 884,746 5,074,838 
Average headcount6,702 4,607 3,595 14,904 
NASTGlobal ForwardingAll Other and CorporateConsolidated
Nine Months Ended September 30, 2021
Total revenues$10,611,892 $4,585,734 $1,402,664 $16,600,290