8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 1, 2019

(Date of earliest event reported)

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-23189

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth 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.  ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) As previously reported by C.H. Robinson Worldwide, Inc. (the “Company”) (Nasdaq: CHRW) in its Form 8-K filed on March 21, 2019, the employment of Andrew C. Clarke, the Company’s Chief Financial Officer, terminated effective March 31, 2019 and the Board of Directors intends to commence a search for Mr. Clarke’s successor. In the interim, Scott Hagen, age 46, who has served as the Company’s Corporate Controller since 2008, will also serve as Interim Chief Financial Officer while the Company completes its search for a permanent Chief Financial Officer.

Item 7.01    Regulation FD Disclosure.

The Company issued a press release today announcing a change in its segment reporting. A copy of the press release issued by the Company in connection with this report under Item 7.01 is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Index

99.1    Press Release dated April 1, 2019 of C.H. Robinson Worldwide, Inc.

SIGNATURE

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 hereunto duly authorized.

	C.H. ROBINSON WORLDWIDE, INC.
	By:	/s/ Ben G. Campbell
		Ben G. Campbell
		Chief Legal Officer and Secretary
Date: April 1, 2019

EX-99.1

	C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com
	FOR INQUIRIES, CONTACT: Robert Houghton, Vice President of Investor Relations and Treasury Email:robert.houghton@chrobinson.com

FOR IMMEDIATE RELEASE

C.H. Robinson Announces Interim Chief Financial Officer and Changes to Segment Reporting Structure

EDEN PRAIRIE, MINNESOTA, April 1, 2019 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson” or the “Company”) (Nasdaq: CHRW) announced today that Scott Hagen, Corporate Controller, will also serve as Interim Chief Financial Officer, effective immediately, while the Company completes its search for a permanent CFO. Scott has led C.H. Robinson’s accounting and financial reporting teams since 2008.

C.H. Robinson also announced today that the Company has reorganized its enterprise transportation services structure in the first quarter of 2019 to combine its North American Surface Transportation (“NAST”) and Robinson Fresh transportation networks. The newly combined transportation network will be managed by and reported under the NAST segment.

With this structure change, first quarter 2019 operating results will be based on two reportable segments: NAST and Global Forwarding. Robinson Fresh⁽¹⁾ results will be combined with the Managed Services and Other Surface Transportation segments in the “All Other and Corporate” category. To provide a basis for comparison, we have provided certain historical segment information under the new segment organization.

“As we combine the best practices of the NAST and Robinson Fresh transportation networks, we believe we are well positioned to support the future growth of Robinson Fresh and also strengthen the overall effectiveness of our temperature controlled service offering,” said Bob Biesterfeld, Chief Operating Officer and CEO-elect of C.H. Robinson. “Robinson Fresh is an important part of our history and our culture. We take great pride in our Robinson Fresh team, who works every day to bring fresh food to the tables of families around the world.”

⁽¹⁾ Robinson Fresh results now primarily consist of the Sourcing service line and its related transportation.

About C.H. Robinson

At C.H. Robinson, we believe in accelerating global trade to seamlessly deliver the products and goods that drive the world’s economy. Using the strengths of our knowledgeable people, proven processes, and global technology, we help our customers work smarter, not harder. As one of the world’s largest third-party logistics providers (3PL), we provide a broad portfolio of logistics services, fresh produce sourcing and managed services for more than 124,000 customers and 76,000 active contract carriers through our integrated network of offices and more than 15,000 employees. In addition, the Company, our Foundation and our employees contribute millions of dollars annually to a variety of organizations. Headquartered in Eden Prairie, Minnesota, C.H. Robinson (CHRW) has been publicly traded since 1997. For more information, visit www.chrobinson.com.

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Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, such factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; competition and growth rates within the third party logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; our ability to successfully integrate the operations of acquired companies with our historic operations; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with operations outside of the United States; risks associated with the potential impact of changes in government regulations; risks associated with the produce industry, including food safety and contamination issues; fuel price increases or decreases, or fuel shortages; cyber-security related risks; the impact of war on the economy; changes to our capital structure; risks related to the elimination of LIBOR; and other risks and uncertainties detailed in our Annual and Quarterly Reports.

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Quarterly Business Segment Information

(unaudited, dollars in thousands)

	NAST		Global Forwarding		All Other and Corporate		Eliminations			Consolidated
Three Months Ended March 31, 2018
Revenues	$	2,908,419	$	553,754	$	463,154	$	—		$	3,925,327
Intersegment revenues (1)	32,164		9,364		7,123		(48,651		)	—
Total revenues	2,940,583		563,118		470,277		(48,651		)	3,925,327
Net revenues	438,402		123,037		64,486		—			625,925
Income from operations	179,637		8,221		3,727		—			191,585
Depreciation and amortization	6,331		8,909		9,001		—			24,241
Average headcount	7,298		4,767		3,023		—			15,088

	NAST		Global Forwarding		All Other and Corporate		Eliminations			Consolidated
Three Months Ended June 30, 2018
Revenues	$	3,163,185	$	617,597	$	495,255	$	—		$	4,276,037
Intersegment revenues (1)	28,922		14,875		4,340		(48,137		)	—
Total revenues	3,192,107		632,472		499,595		(48,137		)	4,276,037
Net revenues	459,706		144,031		67,746		—			671,483
Income from operations	188,244		29,788		976		—			219,008
Depreciation and amortization	6,288		8,753		9,197		—			24,238
Average headcount	7,401		4,736		3,092		—			15,229

	NAST		Global Forwarding		All Other and Corporate			Eliminations			Consolidated
Three Months Ended September 30, 2018
Revenues	$	3,224,906	$	639,268	$	427,726		$	—		$	4,291,900
Intersegment revenues (1)	21,497		12,626		4,187			(38,310		)	—
Total revenues	3,246,403		651,894		431,913			(38,310		)	4,291,900
Net revenues	499,463		134,101		60,480			—			694,044
Income from operations	223,893		23,835		(1,755		)	—			245,973
Depreciation and amortization	6,286		8,735		8,902			—			23,923
Average headcount	7,454		4,684		3,153			—			15,291

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

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	NAST		Global Forwarding		All Other and Corporate			Eliminations			Consolidated
Three Months Ended December 31, 2018
Revenues	$	3,050,247	$	677,125	$	410,536		$	—		$	4,137,908
Intersegment revenues (1)	26,060		11,478		7,222			(44,760		)	—
Total revenues	3,076,307		688,603		417,758			(44,760		)	4,137,908
Net revenues	508,690		142,737		62,356			—			713,783
Income from operations	230,070		29,782		(4,335		)	—			255,517
Depreciation and amortization	6,385		8,751		9,191			—			24,327
Average headcount	7,396		4,664		3,183			—			15,243

FY 2018 Business Segment Information

(unaudited, dollars in thousands)

	NAST		Global Forwarding		All Other and Corporate			Eliminations			Consolidated
Twelve Months Ended December 31, 2018
Revenues	$	12,346,757	$	2,487,744	$	1,796,671		$	—		$	16,631,172
Intersegment revenues (1)	108,643		48,343		22,872			(179,858		)	—
Total revenues	12,455,400		2,536,087		1,819,543			(179,858		)	16,631,172
Net revenues	1,906,261		543,906		255,068			—			2,705,235
Income from operations	821,844		91,626		(1,387		)	—			912,083
Depreciation and amortization	25,290		35,148		36,291			—			96,729
Average headcount	7,387		4,711		3,106			—			15,204

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

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Net Revenues by Service Line Information

(unaudited, dollars in thousands)

	Three months ended								Twelve months ended
	March 31, 2018		June 30, 2018		September 30, 2018		December 31, 2018		December 31, 2018
NAST
Truckload	$	312,952	$	325,005	$	362,115	$	375,289	$	1,375,361
LTL	110,916		118,176		121,438		116,195		466,725
Intermodal	6,217		9,101		8,178		8,483		31,979
Other	8,317		7,424		7,732		8,723		32,196
Total	$	438,402	$	459,706	$	499,463	$	508,690	$	1,906,261
Global Forwarding
Ocean	$	68,694	$	86,820	$	74,700	$	82,113	$	312,327
Air	26,037		28,722		28,228		28,051		111,038
Customs	20,655		20,793		23,305		23,762		88,515
Other	7,651		7,696		7,868		8,811		32,026
Total	$	123,037	$	144,031	$	134,101	$	142,737	$	543,906
Robinson Fresh	$	30,237	$	32,644	$	26,399	$	27,003	$	116,283
Managed Services	$	18,317	$	20,074	$	20,080	$	20,318	$	78,789
Other Surface Transportation	$	15,932	$	15,028	$	14,001	$	15,035	$	59,996
Total	$	625,925	$	671,483	$	694,044	$	713,783	$	2,705,235

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