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: January 28, 2020

(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

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 952-937-8500

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	CHRW	Nasdaq Global Select Market

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 2.02 Results of Operations and Financial Condition.

The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of C.H. Robinson Worldwide, Inc.'s announcement regarding its financial results for the quarter ended December 31, 2019 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number	Description
99.1	Press Release dated January 28, 2020 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated January 29, 2020
104	The cover page from the Current Report on Form 8-K formatted in Inline XBRL

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: January 28, 2020

EX-99.1

	C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com
	FOR INQUIRIES, CONTACT: Robert Houghton, VP of Corporate Finance Email:robert.houghton@chrobinson.com

FOR IMMEDIATE RELEASE

C.H. Robinson Reports 2019 Fourth Quarter Results

MINNEAPOLIS, MN, January 28, 2020 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended December 31, 2019.

Fourth Quarter Key Metrics:

•Total revenuesdecreased 8.3 percent to $3.8 billion

•Net revenues decreased 18.9 percent to $578.9 million

•Income from operations decreased 46.5 percent to $136.8 million

•Operating margin decreased 1,220 basis points to 23.6 percent

•Diluted earnings per share (EPS) decreased 45.5 percent to $0.73

•Cash flow from operations decreased 19.9 percent to $211.6 million

Full-Year Key Metrics:

•Total revenues decreased 7.9 percent to $15.3 billion

•Net revenues decreased 4.4 percent to $2.6 billion

•Income from operations decreased 13.4 percent to $790.0 million

•Operating margin decreased 320 basis points to 30.5 percent

•Diluted earnings per share (EPS) decreased 11.4 percent to $4.19

•Cash flow from operations increased 5.4 percent to $835.4 million

“Despite a quarter of challenging operating results, I do believe we took important steps in the quarter. Pricing adjustments to reflect the current market enabled us to deliver flat volume in NAST truckload, including a mid-single-digit increase in contractual volume, and 4.5 percent volume growth in LTL,

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healthy market share gains in a quarter where volumes as measured by the Cass Freight Index declined approximately 6 percent. We are starting to see our increased investments in technology drive operating efficiency in our business, including a 330-basis point favorable spread between truckload volume growth and headcount growth in our NAST business,” said Bob Biesterfeld, Chief Executive Officer of C.H. Robinson.

Biesterfeld continued, “While our fourth quarter financial results demonstrate that we are not immune to large cyclical swings in the freight environment, we firmly believe that our continued investments through cycles will drive the alignment between net revenue growth and operating costs needed to drive operating margin expansion through freight cycles over the long term.”

In a separate press release issued today, C.H. Robinson also announced the acquisition of Prime Distribution Services, a leading provider of retail consolidation services in North America. Biesterfeld added, “We are excited about the scale and value-added warehouse capabilities that Prime will bring to our retail consolidation platform. Prime has a strong leadership team that is experienced in retail consolidation and warehouse operations. We are thrilled to welcome the employees, customers and carriers of Prime to C.H. Robinson.”

Fourth Quarter Results Summary

•Total revenues decreased 8.3 percent to $3.8 billion, driven by lower pricing across most transportation service lines.

•Net revenues decreased 18.9 percent to $578.9 million, primarily driven by lower margin in truckload services.

•Operating expenses decreased 3.5 percent to $442.1 million. Personnel expenses decreased 11.9 percent to $299.0 million, driven primarily by declines in performance-based compensation, partially offset by a 1.9 percent increase in average headcount. Selling, general and administrative (“SG&A”) expenses increased 20.3 percent to $143.1 million. The largest contributors to the SG&A expense increase were increased technology spend and purchased services related to accelerating our growth and cost savings initiatives.

•Income from operations totaled $136.8 million, down 46.5 percent from last year due to declining net revenues and increased SG&A expenses. Operating margin of 23.6 percent declined 1,220 basis points.

•Interest and other expenses totaled $10.8 million, which primarily consists of interest expense. The fourth quarter also included a $0.9 million unfavorable impact from currency revaluation.

•The effective tax rate in the quarter was 21.4 percent compared to 23.9 percent last year. The lower effective tax rate was due primarily to one-time items resulting in a benefit of $3.2 million versus the prior year.

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•Net income totaled $99.1 million, down 47.0 percent from a year ago. Diluted EPS of $0.73 decreased45.5 percent.

Full-Year Results Summary

•Total revenues decreased 7.9 percent to $15.3 billion, driven by declines across most transportation service lines.

•Net revenues decreased 4.4 percent to $2.6 billion, primarily driven by lower margin in truckload services.

•Operating expenses increased 0.2 percent to $1.8 billion. Personnel expenses decreased 3.4 percent to $1.3 billion, driven primarily by declines in performance-based compensation, partially offset by a 2.3 percent increase in average headcount. SG&A expenses increased 10.7 percent to $497.8 million, due primarily to increases in purchased services, particularly commercial off-the-shelf software and occupancy, partially offset by a reduction in bad debt expense.

•Income from operations totaled $790.0 million, down 13.4 percent from last year due to declining net revenues and increased SG&A expenses. Operating margin of 30.5 percentdecreased 320 basis points.

•Interest and other expenses totaled $47.7 million, which primarily consists of interest expense. The twelve-month period also included a $4.2 million unfavorable impact from currency revaluation.

•The effective tax rate for the full year was 22.3 percent compared to 24.5 percent in the year-ago period.

•Net income totaled $577.0 million, down 13.2 percent from a year ago. Diluted EPS of $4.19 decreased 11.4 percent.

North American Surface Transportation Results

Summarized financial results of our NAST segment are as follows (dollars in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2019		2018		% change		2019		2018		% change
Total revenues	$	2,788,547	$	3,050,247	(8.6)	%	$	11,283,692	$	12,346,757	(8.6)	%
Net revenues	390,641		508,690		(23.2)	%	1,797,369		1,906,261		(5.7)	%
Income from operations	130,548		230,070		(43.3)	%	722,763		821,844		(12.1)	%

Fourth quarter total revenues for C.H. Robinson's NAST segment totaled $2.8 billion, a decrease of 8.6 percent over the prior year, primarily driven by decreased pricing. NAST net revenues decreased 23.2 percent in the quarter to $390.6 million. Net revenues in truckload decreased 29.6 percent, less than truckload (“LTL”) net revenues decreased 3.4 percent, and intermodal net revenues decreased 3.1 percent

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versus the year-ago period. Excluding the impact of the change in fuel prices, average North America truckload rate per mile charged to customers decreased approximately 11 percent in the quarter, while truckload transportation cost per mile decreased approximately 7.5 percent. Truckload volume was flat in the quarter, as mid-single-digit growth in contractual volume was offset by significant declines in spot market opportunities in the current environment. LTL volumes grew 4.5 percent, and intermodal volumes declined 16 percent versus the prior year. Operating expenses decreased 6.6 percent due to decreased personnel expenses, partially offset by increased SG&A expenses. Income from operations decreased 43.3 percent to $130.5 million, and operating margin declined 1,180 basis points to 33.4 percent. NAST average headcount was down 3.3 percent in the quarter. As a reminder, fourth quarter and full-year NAST results include Robinson Fresh transportation, which was previously reported under the Robinson Fresh segment.

Global Forwarding Results

Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2019		2018		% change		2019		2018		% change
Total revenues	$	600,168	$	677,125	(11.4)	%	$	2,327,913	$	2,487,744	(6.4)	%
Net revenues	128,989		142,737		(9.6)	%	533,976		543,906		(1.8)	%
Income from operations	15,030		29,782		(49.5)	%	80,527		91,626		(12.1)	%

Fourth quarter total revenues for the Global Forwarding segment decreased 11.4 percent to $600.2 million, primarily driven by lower pricing and volumes in ocean and air. Net revenues decreased 9.6 percent in the quarter to $129.0 million, with the acquisition of The Space Cargo Group (“Space Cargo”) contributing 3 percentage points of net revenue growth in the quarter. Ocean net revenues decreased 10.6 percent driven primarily by lower pricing. Net revenues in air decreased 12.8 percent driven by declines in shipments and pricing. Customs net revenues decreased 3.5 percent, primarily driven by reduced transaction volume. Operating expenses increased 0.9 percent, driven by increased SG&A expenses. Fourth quarter average headcount increased 3.4 percent, with Space Cargo contributing 3.5 percentage points to the growth. Income from operations decreased 49.5 percent to $15.0 million, and operating margin declined 920 basis points to 11.7 percent in the quarter.

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All Other and Corporate Results

Net revenues for Robinson Fresh, Managed Services and Other Surface Transportation are summarized as follows (dollars in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
Net revenues	2019		2018		% change		2019		2018		% change
Robinson Fresh	$	22,907	$	27,003	(15.2)	%	$	109,183	$	116,283	(6.1)	%
Managed Services	21,380		20,318		5.2	%	83,365		78,789		5.8	%
Other Surface Transportation	14,946		15,035		(0.6)	%	62,417		59,996		4.0	%

Fourth quarter Robinson Fresh net revenues decreased 15.2 percent to $22.9 million. Managed Services net revenues increased 5.2 percent in the quarter. Other Surface Transportation net revenues decreased 0.6 percent to $14.9 million, with the acquisition of Dema Service contributing 9 percentage points of net revenue growth.

Other Income Statement Items

The fourth quarter effective tax rate was 21.4 percent, down from 23.9 percent last year. The lower effective tax rate was due primarily to one-time items resulting in a benefit of $3.2 million versus the prior year. In the fourth quarter, we removed our assertion to indefinitely reinvest earnings of foreign subsidiaries. The resulting increase in income tax expense was almost entirely offset by foreign tax credits. We expect our 2020 full-year effective tax rate to be in the range of 22 to 24 percent.

Interest and other expenses totaled $10.8 million, which primarily consists of interest expense. Interest expense declined in the quarter driven by a reduction in our overall debt balance. The fourth quarter also included a $0.9 million unfavorable impact from currency revaluation.

Diluted weighted average shares outstanding in the quarter were down 1.8 percent due primarily to $67.4 million in share repurchases.

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Cash Flow Generation and Capital Distribution

Cash from operations totaled $211.6 million in the fourth quarter, down 19.9 percent versus the prior year, primarily due to decreased earnings versus the year-ago period, partially offset by improved working capital performance.

In the fourth quarter, $137.3 million was returned to shareholders, with $69.9 million in cash dividends and $67.4 million in share repurchases. This represents a decrease of 18.5 percent over the prior year.

Capital expenditures totaled $19.5 million in the quarter. We expect full-year 2020 capital expenditures to be between $60 and $70 million, with the majority dedicated to technology.

Outlook

“With a continued focus on lowering our cost to serve and cost to sell, we expect to deliver $100 million in operating expense reduction across the enterprise over the next three years. These initiatives will leverage our technology investments to further optimize our office network and business operations while at the same time continuing to expand the benefits and services we offer to our customers and our carriers. And with nearly 10 million shares still outstanding on our share repurchase authorization, we will continue to opportunistically repurchase our shares to create value for our shareholders,” Biesterfeld stated. “Regardless of the freight environment, we remain firmly committed to leveraging our technology to deliver smarter solutions to our customers and our carriers. We are also firmly committed to the focus areas for our investors, including generating market share gains across all of our service lines, leveraging our technology investments to reduce our operating costs while continuing to deliver industry-leading levels of quality service, and delivering operating margin expansion over time.”

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About C.H. Robinson

C.H. Robinson solves logistics problems for companies across the globe and across industries, from the simple to the most complex. With nearly $20 billion in freight under management and 18 million shipments annually, we are the world’s largest logistics platform. Our global suite of services accelerates trade to seamlessly deliver the products and goods that drive the world’s economy. With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for our more than 119,000 customers and 78,000 contract carriers. Our technology is built by and for supply chain experts to bring faster, more meaningful improvements to our customers’ businesses. As a responsible global citizen, we are also proud to contribute millions of dollars to support causes that matter to our company, our Foundation and our employees. For more information, visit us at www.chrobinson.com (Nasdaq: CHRW).

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.

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. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.

Conference Call Information:

C.H. Robinson Worldwide Fourth Quarter 2019 Earnings Conference Call

Wednesday, January 29, 2020; 8:30 a.m. Eastern Time

Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through the Investor Relations link on C.H. Robinson’s website at www.chrobinson.com.

To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756

International callers dial +1-201-689-7817

We invite call participants to submit questions in advance of the conference call, and we will respond to as many of the questions as we can in the time allowed. To submit your question(s) in advance of the call, please email adrienne.brausen@chrobinson.com.

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Summarized Financial Results

($ in thousands, except per share data)

This table of summary results presents our service line net revenues consistent with our historical presentation and is on an enterprise basis. The service line net revenues in the table differ from the service line net revenues discussed within the segments as our segments have revenues from multiple service lines.

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2019		2018		% change		2019		2018		% change
Total revenues	$	3,793,326	$	4,137,908	(8.3)	%	$	15,309,508	$	16,631,172	(7.9)	%
Net revenues:
Transportation
Truckload	$	281,544	$	395,611	(28.8)	%	$	1,348,878	$	1,445,916	(6.7)	%
LTL	113,605		117,326		(3.2)	%	477,348		471,275		1.3	%
Intermodal	8,186		8,595		(4.8)	%	27,670		32,469		(14.8)	%
Ocean	73,483		82,234		(10.6)	%	308,367		312,952		(1.5)	%
Air	25,940		30,761		(15.7)	%	106,777		120,540		(11.4)	%
Customs	22,925		23,761		(3.5)	%	91,828		88,515		3.7	%
Other logistics services	31,522		30,603		3.0	%	121,994		122,077		(0.1)	%
Total transportation	557,205		688,891		(19.1)	%	2,482,862		2,593,744		(4.3)	%
Sourcing	21,658		24,892		(13.0)	%	103,448		111,491		(7.2)	%
Total net revenues	578,863		713,783		(18.9)	%	2,586,310		2,705,235		(4.4)	%
Operating expenses	442,057		458,266		(3.5)	%	1,796,334		1,793,152		0.2	%
Income from operations	136,806		255,517		(46.5)	%	789,976		912,083		(13.4)	%
Net income	$	99,106	$	187,150	(47.0)	%	$	576,968	$	664,505	(13.2)	%
Diluted EPS	$	0.73	$	1.34	(45.5)	%	$	4.19	$	4.73	(11.4)	%

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 often focuses on the changes in our net revenues. The reconciliation of total revenues to net revenues is presented below (in thousands):

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2019		2018		2019		2018
Revenues:
Transportation	$	3,570,405	$	3,896,750	$	14,322,295	$	15,515,921
Sourcing	222,921		241,158		987,213		1,115,251
Total revenues	3,793,326		4,137,908		15,309,508		16,631,172
Costs and expenses:
Purchased transportation and related services	3,013,200		3,207,859		11,839,433		12,922,177
Purchased products sourced for resale	201,263		216,266		883,765		1,003,760
Total costs and expenses	3,214,463		3,424,125		12,723,198		13,925,937
Net revenues	$	578,863	$	713,783	$	2,586,310	$	2,705,235

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Condensed Consolidated Statements of Income

(unaudited, in thousands, except per share data)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2019		2018		2019		2018
Revenues:
Transportation	$	3,570,405	$	3,896,750	$	14,322,295	$	15,515,921
Sourcing	222,921		241,158		987,213		1,115,251
Total revenues	3,793,326		4,137,908		15,309,508		16,631,172
Costs and expenses:
Purchased transportation and related services	3,013,200		3,207,859		11,839,433		12,922,177
Purchased products sourced for resale	201,263		216,266		883,765		1,003,760
Personnel expenses	298,981		339,316		1,298,528		1,343,542
Other selling, general, and administrative expenses	143,076		118,950		497,806		449,610
Total costs and expenses	3,656,520		3,882,391		14,519,532		15,719,089
Income from operations	136,806		255,517		789,976		912,083
Interest and other expense	(10,784)		(9,456)		(47,719)		(31,810)
Income before provision for income taxes	126,022		246,061		742,257		880,273
Provision for income taxes	26,916		58,911		165,289		215,768
Net income	$	99,106	$	187,150	$	576,968	$	664,505
Net income per share (basic)	$	0.73	$	1.36	$	4.21	$	4.78
Net income per share (diluted)	$	0.73	$	1.34	$	4.19	$	4.73
Weighted average shares outstanding (basic)	135,997		137,797		136,955		139,010
Weighted average shares outstanding (diluted)	136,621		139,182		137,735		140,405

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Business Segment Information

(unaudited, dollars in thousands)

	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended December 31, 2019
Total revenues	$	2,788,547	$	600,168	$	404,611	$	3,793,326
Net revenues	390,641		128,989		59,233		578,863
Income (loss) from operations	130,548		15,030		(8,772)		136,806
Depreciation and amortization	6,384		9,293		9,650		25,327
Total assets (1)	2,550,010		1,021,592		1,069,458		4,641,060
Average headcount	7,154		4,824		3,562		15,540
	NAST		Global Forwarding		All Other and Corporate		Consolidated
Three Months Ended December 31, 2018 (2)
Total revenues	$	3,050,247	$	677,125	$	410,536	$	4,137,908
Net revenues	508,690		142,737		62,356		713,783
Income (loss) from operations	230,070		29,782		(4,335)		255,517
Depreciation and amortization	6,385		8,751		9,191		24,327
Total assets (1)	2,567,120		969,736		890,556		4,427,412
Average headcount	7,396		4,664		3,183		15,243

____________________________________________

⁽¹⁾ All cash and cash equivalents are included in All Other and Corporate.

⁽²⁾ Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.

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Business Segment Information

(unaudited, dollars in thousands)

	NAST		Global Forwarding		All Other and Corporate		Consolidated
Twelve Months Ended December 31, 2019
Total revenues	$	11,283,692	$	2,327,913	$	1,697,903	$	15,309,508
Net revenues	1,797,369		533,976		254,965		2,586,310
Income (loss) from operations	722,763		80,527		(13,314)		789,976
Depreciation and amortization	24,508		36,720		39,221		100,449
Total assets (1)	2,550,010		1,021,592		1,069,458		4,641,060
Average headcount	7,354		4,766		3,431		15,551
	NAST		Global Forwarding		All Other and Corporate		Consolidated
Twelve Months Ended December 31, 2018 (2)
Total revenues	$	12,346,757	$	2,487,744	$	1,796,671	$	16,631,172
Net revenues	1,906,261		543,906		255,068		2,705,235
Income (loss) from operations	821,844		91,626		(1,387)		912,083
Depreciation and amortization	25,290		35,148		36,291		96,729
Total assets (1)	2,567,120		969,736		890,556		4,427,412
Average headcount	7,387		4,711		3,106		15,204

____________________________________________

⁽¹⁾ All cash and cash equivalents are included in All Other and Corporate.

⁽²⁾ Amounts have been reclassified to reflect the segment reorganization announced in the first quarter of 2019.

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Condensed Consolidated Balance Sheets

(unaudited, in thousands)

	December 31, 2019		December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	447,858	$	378,615
Receivables, net of allowance for doubtful accounts	1,974,381		2,162,438
Contract assets	132,874		159,635
Prepaid expenses and other	85,005		52,386
Total current assets	2,640,118		2,753,074
Property and equipment, net	208,423		228,301
Right-of-use lease assets	310,860		—
Intangible and other assets	1,481,659		1,602,283
Total assets	$	4,641,060	$	4,583,658
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	1,062,835	$	1,063,107
Accrued expenses:
Compensation	112,784		153,626
Transportation expense	101,194		119,820
Income taxes	12,354		28,360
Other accrued liabilities	62,706		63,410
Current lease liabilities	61,280		—
Current portion of debt	142,885		5,000
Total current liabilities	1,556,038		1,433,323
Long-term debt	1,092,448		1,341,352
Noncurrent lease liabilities	259,444		—
Noncurrent income taxes payable	22,354		21,463
Deferred tax liabilities	39,776		35,757
Other long-term liabilities	270		430
Total liabilities	2,970,330		2,832,325
Total stockholders’ investment	1,670,730		1,595,087
Total liabilities and stockholders’ investment	$	4,641,060	$	4,427,412

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Condensed Consolidated Statements of Cash Flow

(unaudited, in thousands, except operational data)

	Twelve Months Ended December 31,
	2019		2018
Operating activities:
Net income	$	576,968	$	664,505
Depreciation and amortization	100,449		96,729
Provision for doubtful accounts	5,853		15,634
Stock-based compensation	39,083		87,791
Deferred income taxes	(2,407)		(15,315)
Excess tax benefit on stock-based compensation	(8,492)		(10,388)
Other operating activities	(3,830)		1,815
Changes in operating elements, net of acquisitions:
Receivables	208,312		(190,048)
Contract assets	26,761		(11,871)
Prepaid expenses and other	(29,871)		16,029
Accounts payable and outstanding checks	(17,968)		36,083
Accrued compensation	(40,757)		47,011
Accrued transportation expenses	(18,626)		25,175
Accrued income taxes	(12,636)		21,176
Other accrued liabilities	8,937		7,200
Other assets and liabilities	3,643		1,370
Net cash provided by operating activities	835,419		792,896
Investing activities:
Purchases of property and equipment	(36,290)		(45,000)
Purchases and development of software	(34,175)		(18,871)
Acquisitions, net of cash acquired	(59,200)		(5,315)
Other investing activities	16,636		(3,622)
Net cash used for investing activities	(113,029)		(72,808)
Financing activities:
Proceeds from stock issued for employee benefit plans	63,092		51,285
Net repurchases of common stock	(324,559)		(322,255)
Cash dividends	(277,786)		(265,219)
Proceeds from long-term borrowings	1,298,000		591,012
Payments on long-term borrowings	(1,505,000)		—
Proceeds from short-term borrowings	185,000		2,674,000
Payments on short-term borrowings	(90,000)		(3,384,000)
Net cash used for financing activities	(651,253)		(655,177)
Effect of exchange rates on cash	(1,894)		(20,186)
Net change in cash and cash equivalents	69,243		44,725
Cash and cash equivalents, beginning of period	378,615		333,890
Cash and cash equivalents, end of period	$	447,858	$	378,615
	As of December 31,
Operational Data:	2019		2018
Employees	15,427		15,262

Source: C.H. Robinson

CHRW-IR

13

EX-99.2

Earnings Conference Call – Fourth Quarter 2019 January 29, 2020 Bob Biesterfeld, CEO Mike Zechmeister, CFO Bob Houghton, VP of Corporate Finance 1

Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this presentation and the accompanying earnings 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 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. 2 2

Q4 2019 Summary ▪ Fourth quarter results below our long-term targets ▪ Improving volume trends in truckload ▪ Entered a definitive agreement to acquire Prime Distribution Services 3 3

Results Q4 2019 in thousands, except per share amounts and headcount Three Months Ended December 31 Twelve Months Ended December 31 2019 2018 % Change 2019 2018 % Change Total Revenues $3,793,326 $4,137,908 (8.3%) $15,309,508 $16,631,172 (7.9%) Total Net Revenues $578,863 $713,783 (18.9%) $2,586,310 $2,705,235 (4.4%) Net Revenue Margin % 15.3% 17.2% (190 bps) 16.9% 16.3% 60 bps Personnel Expenses $298,981 $339,316 (11.9%) $1,298,528 $1,343,542 (3.4%) Selling, General, and Admin $143,076 $118,950 20.3% $497,806 $449,610 10.7% Income from Operations $136,806 $255,517 (46.5%) $789,976 $912,083 (13.4%) Operating Margin % 23.6% 35.8% (1,220 bps) 30.5% 33.7% (320 bps) Depreciation and Amortization $25,327 $24,327 4.1% $100,449 $96,729 3.8% Net Income $99,106 $187,150 (47.0%) $576,968 $664,505 (13.2%) Earnings Per Share (Diluted) $0.73 $1.34 (45.5%) $4.19 $4.73 (11.4%) Average Headcount 15,540 15,243 1.9% 15,551 15,204 2.3% ▪ Decline in net revenues driven primarily by margin compression in truckload ▪ Decrease in personnel expenses driven by a decline in variable compensation expense and partially offset by increased IT spend ▪ The largest contributors to the SG&A expense increase were increased technology spend and purchased services related to accelerating our growth and cost savings initiatives 4 4

Q4 2019 Other Income Statement Items ▪ Q4 effective tax rate of 21.4% vs. 23.9% last year ▪ $3.2 million benefit from one-time items ▪ Expect full-year 2020 effective tax rate to be 22.0-24.0% ▪ $0.9 million unfavorable impact from currency revaluation ▪ Interest expense decline due to lower debt levels ▪ Weighted average diluted shares outstanding down 1.8 percent ‹#› 5

Q4 2019 Cash Flow and Capital Distribution Cash Flow from Operations Capital Distribution (19.9%) (18.5%) $264.0M $168.4M $211.6M $137.3M Share Repurchases Cash Dividends Q4 2018 Q4 2019 Q4 2018 Q4 2019 ▪ $52.4 million decrease in cash flow ▪ $137.3 million returned to primarily driven by lower net income shareholders ▪ $19.5 million in capital expenditures ▪ $69.9 million in cash dividends ▪ Expect full-year 2020 capital ▪ $67.4 million in share expenditures to be $60-70 million repurchases ▪ 863,096 shares repurchased in the fourth quarter at an average price of $78.07 per share ‹#› 6 ◦ Dividend payout ratio of

Q4 2019 Balance Sheet in thousands December 31, December 31, 2019 2018 % Change Accounts Receivable, Net(1) $2,107,255 $2,322,073 (9.3%) Accounts Payable(2) $1,164,029 $1,182,927 (1.6%) Net Operating Working Capital(3) $943,226 $1,139,146 (17.2%) ▪ Total debt balance $1.24 billion ▪ $600 million senior unsecured notes, 4.20% coupon ▪ $500 million private placement debt, 4.28% average coupon ▪ $143 million accounts receivable securitization debt facility, 2.5% borrowing rate ▪ 4.1% weighted average interest rate in the quarter (1) Accounts receivable amount includes contract assets. (2) Accounts payable amount includes outstanding checks and accrued transportation expense. (3) Net operating working capital is defined as net accounts receivable less accounts payable. ‹#› 7

First Quarter 2020 Trends – January ▪ January to date total company net revenue per business day has decreased approximately 18 percent when compared to January 2019 ▪ North America truckload volume per business day has increased 6 percent on a year-over-year basis in January 8 8

NAST Truckload Cost and Price Change(1) 25% 20% 15% 10% 5% 0% -5% -10% YoY Price Change YoY Cost Change -15% YO Y % CHANGE IN COST AND PRICE -20% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 NAST Q4 Truckload ▪ North American Surface Transportation ("NAST") truckload (1) cost and price change chart represents truckload Volume 0.0% shipments in North America Pricing(1)(2)(3) (11.0%) (1)(2)(3) ▪ Includes the impact of the truckload service line previously Cost (7.5%) reported in the Robinson Fresh segment Net Revenue Margin (1) Growth rates are rounded to the nearest 0.5 percent. (2) Pricing and cost measures exclude the estimated impact of the change in fuel prices. ‹#› 9 (3) Represents price and cost YoY change for North America shipments across all segments.

Q4 2019 NAST Results by Service Line Truckload, Less Than Truckload and Intermodal in thousands Three Months Ended December 31 ▪ Year-over-year price Net Revenues 2019 2018 % Change declines in truckload, LTL Truckload $264,191 $375,289 (29.6%) and intermodal LTL $112,213 $116,195 (3.4%) Intermodal $8,217 $8,483 (3.1%) ▪ Net revenue margin Other $6,020 $8,723 (31.0%) compression in truckload Total Net Revenues $390,641 $508,690 (23.2%) and LTL Net Revenue Margin % 14.0% 16.7% (270 bps) ▪ 4.5 percent volume Truckload LTL Intermodal increase(3) in LTL Pricing(1)(2) Cost(1)(2) ▪ Added 3,800 new carriers Volume in the quarter Net Revenue Margin (1) Represents price and cost YoY change for North America shipments across all segments. (2) Pricing and cost measures exclude the estimated impact of the change in fuel prices. ‹#› 10 (3) Growth rate is rounded to the nearest 0.5 percent.

Q4 2019 NAST Operating Income Q4 Operating Income Q4 Operating Margin % (43.3%) (1,180 bps) $230.1M 45.2% 33.4% $130.5M Q4 2018 Q4 2019 Q4 2018 Q4 2019 ▪ Decreased net revenues ▪ Average headcount decreased 3.3 percent ▪ Lower variable compensation ‹#› 11

Q4 2019 Global Forwarding Results by Service Line Ocean, Air and Customs in thousands Three Months Ended December 31 ▪ Ocean, air and customs net Net Revenues 2019 2018 % Change revenue declines due to Ocean $73,445 $82,113 (10.6%) lower pricing and volume Air $24,448 $28,051 (12.8%) ▪ Space Cargo acquisition net Customs $22,941 $23,762 (3.5%) revenue impact to Global (1) Other $8,155 $8,811 (7.4%) Forwarding : Total Net Revenues $128,989 $142,737 (9.6%) ▪ Ocean +2 ppts Net Revenue Margin % 21.5% 21.1% 40 bps ▪ Air +6 ppts ▪ Customs +1 ppt Ocean Air Pricing Volume Net Revenue Margin ‹#› 12 (1) Growth rates are rounded to the nearest percent.

Q4 2019 Global Forwarding Operating Income Q4 Operating Income Q4 Operating Margin % (49.5%) (920 bps) $29.8M 20.9% 11.7% $15.0M Q4 2018 Q4 2019 Q4 2018 Q4 2019 ▪ Decreased net revenues ▪ 3.4 percent increase in average headcount ▪ Space Cargo acquisition contributed 3.5 percentage points to Global Forwarding headcount growth(1) ▪ Increased SG&A expenses ‹#› 13 (1) Growth rates are rounded to the nearest 0.5 percent.

Q4 2019 All Other and Corporate Results Robinson Fresh, Managed Services and Other Surface Transportation in thousands Three Months Ended December 31 Net Revenues 2019 2018 % Change Robinson Fresh $22,907 $27,003 (15.2%) Managed Services $21,380 $20,318 5.2% Other Surface Transportation $14,946 $15,035 (0.6%) Total $59,233 $62,356 (5.0%) Robinson Fresh ▪ Case volume decline of 6.0 percent(1) Managed Services ▪ Over $4 billion in annual freight under management Other Surface Transportation ▪ Dema Service acquisition added 9.0 percentage points of net revenue growth(1) ‹#› 14 (1) Growth rates are rounded to the nearest 0.5 percent.

Final Comments ▪ Expectations for 2020: ▪ Expect net revenue per load headwinds through the first half of 2020 ▪ Leverage technology investments to drive productivity gains and increasing levels of automation ▪ Three-year $100 million cost reduction initiative ▪ Opportunistic share repurchases ‹#› 15

Appendix 16

Q4 2019 Transportation Results(1) in thousands Three Months Ended December 31 Twelve Months Ended December 31 Transportation 2019 2018 % Change 2019 2018 % Change Total Revenues $3,570,405 $3,896,750 (8.4%) $14,322,295 $15,515,921 (7.7%) Total Net Revenues $557,205 $688,891 (19.1%) $2,482,862 $2,593,744 (4.3%) Net Revenue Margin % 15.6% 17.7% (210 bps) 17.3% 16.7% 60 bps Transportation Net Revenue Margin % 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q1 17.4% 17.2% 16.9% 16.3% 15.3% 16.8% 19.7% 17.3% 16.4% 18.6% Q2 15.8% 16.2% 14.9% 15.4% 16.0% 17.5% 19.3% 16.2% 16.2% 18.3% Q3 16.6% 16.4% 15.6% 15.0% 16.2% 18.4% 17.6% 16.4% 16.6% 16.9% Q4 17.6% 16.3% 15.8% 15.1% 15.9% 19.0% 17.2% 16.6% 17.7% 15.6% Total 16.8% 16.5% 15.8% 15.4% 15.9% 17.9% 18.4% 16.6% 16.7% 17.3% ‹#› 17 (1) Includes results across all segments.

Q4 2019 NAST Results in thousands, except headcount Three Months Ended December 31 Twelve Months Ended December 31 2019 2018 % Change 2019 2018 % Change Total Revenues $2,788,547 $3,050,247 (8.6%) $11,283,692 $12,346,757 (8.6%) Total Net Revenues $390,641 $508,690 (23.2%) $1,797,369 $1,906,261 (5.7%) Net Revenue Margin % 14.0% 16.7% (270 bps) 15.9% 15.4% 50 bps Income from Operations $130,548 $230,070 (43.3%) $722,763 $821,844 (12.1%) Operating Margin % 33.4% 45.2% (1,180 bps) 40.2% 43.1% (290 bps) Depreciation and Amortization $6,384 $6,385 0.0% $24,508 $25,290 (3.1%) Total Assets $2,550,010 $2,567,120 (0.7%) $2,550,010 $2,567,120 (0.7%) Average Headcount 7,154 7,396 (3.3%) 7,354 7,387 (0.4%) ‹#› 18

Q4 2019 Global Forwarding Results in thousands, except headcount Three Months Ended December 31 Twelve Months Ended December 31 2019 2018 % Change 2019 2018 % Change Total Revenues $600,168 $677,125 (11.4%) $2,327,913 $2,487,744 (6.4%) Total Net Revenues $128,989 $142,737 (9.6%) $533,976 $543,906 (1.8%) Net Revenue Margin % 21.5% 21.1% 40 bps 22.9% 21.9% 100 bps Income from Operations $15,030 $29,782 (49.5%) $80,527 $91,626 (12.1%) Operating Margin % 11.7% 20.9% (920 bps) 15.1 % 16.8 % (170 bps) Depreciation and Amortization $9,293 $8,751 6.2% $36,720 $35,148 4.5% Total Assets $1,021,592 $969,736 5.3% $1,021,592 $969,736 5.3% Average Headcount 4,824 4,664 3.4% 4,766 4,711 1.2% ‹#› 19

Q4 2019 All Other and Corporate Results in thousands, except headcount Three Months Ended December 31 Twelve Months Ended December 31 2019 2018 % Change 2019 2018 % Change Total Revenues $404,611 $410,536 (1.4%) $1,697,903 $1,796,671 (5.5%) Total Net Revenues $59,233 $62,356 (5.0%) $254,965 $255,068 0.0% Income from Operations ($8,772) ($4,335) NM ($13,314) ($1,387) NM Depreciation and Amortization $9,650 $9,191 5.0% $39,221 $36,291 8.1% Total Assets $1,069,458 $890,556 20.1% $1,069,458 $890,556 20.1% Average Headcount 3,562 3,183 11.9% 3,431 3,106 10.5% ‹#› 20

21

XML

Cover Page	Jan. 28, 2020
Cover page.
Document Type	8-K
Document Period End Date	Jan. 28, 2020
Entity Registrant Name	C.H. ROBINSON WORLDWIDE, INC.
Entity Central Index Key	0001043277
Amendment Flag	false
Entity File Number	000-23189
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	41-1883630
Entity Address, Address Line One	14701 Charlson Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	952
Local Phone Number	937-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	CHRW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false