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: November 5, 2013 (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)	(IRS Employer Identification No.)

14701 Charlson Road, Eden Prairie, MN 55347

(Address of principal executive offices, including 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))

Item 2.02. Results of Operations and Financial Condition.

The following information is being “furnished” in accordance with 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 September 30, 2013 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated November 5, 2013 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated November 6, 2013.

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 Vice President, General Counsel and Secretary

Date: November 5, 2013

EXHIBIT INDEX

99.1	Press Release dated November 5, 2013 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated November 6, 2013.

EX-99.1

Exhibit 99.1

C.H. Robinson Worldwide, Inc.

14701 Charlson Road

Eden Prairie, Minnesota 55347

Chad Lindbloom, chief financial officer (952) 937-7779

Tim Gagnon, director, investor relations (952) 683-5007

FOR IMMEDIATE RELEASE

C.H. ROBINSON REPORTS THIRD QUARTER RESULTS

MINNEAPOLIS, November 5, 2013 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (NASDAQ: CHRW), today reported financial results for the quarter ended September 30, 2013. Summarized financial results for the quarter ended September 30 are as follows (dollars in thousands, except per share data):

	Three months ended September 30,							Nine months ended September 30,
	2013		2012		% change			2013		2012		% change
Total revenues	$	3,316,665	$	2,880,409		15.1	%	$	9,599,194	$	8,388,237		14.4	%
Net revenues:
Transportation
Truckload	$	265,509	$	269,097		-1.3	%	$	798,448	$	788,872		1.2	%
LTL		61,436		58,863		4.4	%		180,638		167,135		8.1	%
Intermodal		10,202		10,074		1.3	%		29,223		29,804		-1.9	%
Ocean		49,692		18,498		168.6	%		141,304		51,217		175.9	%
Air		18,137		9,046		100.5	%		55,107		28,496		93.4	%
Customs		8,932		4,109		117.4	%		27,307		11,443		138.6	%
Other logistics services		16,070		13,087		22.8	%		50,348		42,029		19.8	%
Total transportation		429,978		382,774		12.3	%		1,282,375		1,118,996		14.6	%
Sourcing		30,553		33,747		-9.5	%		101,151		105,895		-4.5	%
Payment services		2,775		16,149		-82.8	%		8,104		48,048		-83.1	%
Total net revenues		463,306		432,670		7.1	%		1,391,630		1,272,939		9.3	%
Operating expenses		286,951		245,413		16.9	%		864,093		731,223		18.2	%
Operating income		176,355		187,257		-5.8	%		527,537		541,716		-2.6	%
Net income	$	107,737	$	116,330		-7.4	%	$	322,952	$	337,412		-4.3	%
Diluted EPS	$	0.69	$	0.72		-4.2	%	$	2.03	$	2.08		-2.4	%

Pro Forma Comparison - The following shows the effects of the disposition of the Company’s T-Chek Payment Services business (“T-Chek”), which was completed in October 2012, and the acquisition of Phoenix International Freight Services, Ltd. (“Phoenix”), which was completed in November 2012, as if these transactions had occurred at the beginning of 2012. A reconciliation of these pro forma measures is described on page 4.

	Three months ended September 30,							Nine months ended September 30,
	2013 Reported		2012 Pro Forma		% change			2013 Reported		2012 Pro Forma		% change
Total net revenues	$	463,306	$	461,789		0.3	%	$	1,391,630	$	1,358,849		2.4	%
Income from operations		176,355		190,233		-7.3	%		527,537		547,132		-3.6	%

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Discussion of Third Quarter 2013 Results

Our truckload net revenues decreased 1.3 percent in the third quarter of 2013 compared to the third quarter of 2012. Our truckload volumes increased approximately 13 percent in the third quarter of 2013 compared to the third quarter of 2012. Our North American truckload volumes increased approximately nine percent. We estimate that our acquisition of Apreo Logistics S.A. (“Apreo”), which was completed in October 2012, contributed approximately four percent to our volume growth in the third quarter of 2013. Our truckload net revenue margin decreased in the third quarter of 2013 compared to the third quarter of 2012, due primarily to increased cost per mile. In North America, excluding the estimated impacts of the change in fuel, our average truckload rate per mile charged to our customers increased approximately two percent in the third quarter of 2013 compared to the third quarter of 2012. In North America, our truckload transportation costs increased approximately four percent, excluding the estimated impacts of the change in fuel.

Our less-than-truckload (“LTL”) net revenues increased 4.4 percent in the third quarter of 2013 compared to the third quarter of 2012. The increase was driven by an increase in total shipments of approximately five percent, partially offset by decreased net revenue margin.

Our intermodal net revenues increased 1.3 percent in the third quarter of 2013 compared to the third quarter of 2012. This was due to increased net revenue margin, partially offset by decreased volumes. Our net revenue margin increase was due to a change in our mix of business.

Our ocean transportation net revenues increased 168.6 percent, our air transportation net revenues increased 100.5 percent, and our customs net revenues increased 117.4 percent in the third quarter of 2013 compared to the third quarter of 2012. These increases were primarily due to our acquisition of Phoenix in November 2012.

Sourcing net revenues decreased 9.5 percent in the third quarter of 2013 compared to the third quarter of 2012. Cost of products sourced for resale increased as a result of lower crop yields primarily due to weather. We also lost certain commodity business with a significant customer.

Our Payment Services net revenues decreased 82.8 percent in the third quarter of 2013 compared to the third quarter of 2012 due to the T-Chek divestiture in the fourth quarter of 2012.

For the third quarter, operating expenses increased 16.9 percent to $287.0 million in 2013 from $245.4 million in 2012. Operating expenses as a percentage of net revenues increased to 61.9 percent in the third quarter of 2013 from 56.7 percent in 2012. During the third quarter of 2013, operating expenses grew faster than net revenues primarily as a result of an increase in headcount, including the impact of the Apreo and Phoenix acquisitions, and the amortization of acquisition-related intangible assets. Phoenix has a higher expense to net revenue ratio than C.H. Robinson has historically experienced.

For the third quarter, personnel expenses increased 14.0 percent to $204.4 million in 2013 from $179.3 million in 2012. This was due to an increase in our average headcount of approximately 30 percent, related primarily to the acquisitions of the Phoenix and Apreo in the fourth quarter of 2012. We estimate that our average headcount, excluding acquisitions and divestitures, increased approximately eight percent in the third quarter of 2013 compared to 2012. The personnel expense increase was partially offset by declines in the expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability. The increase in personnel expenses was also partially offset by the divestiture of T-Chek in October 2012.

For the third quarter, other selling, general, and administrative expenses increased 25.0 percent to $82.6 million in 2013 from $66.1 million in 2012. This increase was driven primarily by Phoenix operations,

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C.H. Robinson Worldwide, Inc.

November 5, 2013

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partially offset by the divestiture of T-Chek. For the third quarter, acquisition amortization expense increased to $5.0 million in 2013 from $1.0 million in 2012 primarily as a result of the finite-lived intangible assets recorded in connection with the acquisition of Phoenix.

Founded in 1905, C.H. Robinson Worldwide, Inc., is one of the largest non-asset based third party logistics companies in the world. C.H. Robinson is a global provider of multimodal transportation services and logistics solutions, currently serving over 42,000 active customers through a network of 285 offices in North America, South America, Europe, Asia, and Australia. C.H. Robinson maintains one of the largest networks of motor carrier capacity in North America and works with approximately 56,000 transportation providers worldwide.

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 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, and changes in relationships with existing truck, rail, ocean and air carriers; changes in our customer base due to possible consolidation among our customers; our ability to integrate the operations of acquired companies with our historic operations successfully; risks associated with litigation and insurance coverage; risks associated with operations outside of the U.S.; risks associated with the potential impacts of changes in government regulations; risks associated with the produce industry, including food safety and contamination issues; fuel prices and availability; the impact of war on the economy; 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.

Non-GAAP vs. GAAP Financial and Pro Forma Financial Measures

To assist investors in understanding our financial performance, we supplement the financial results that are generated in accordance with the accounting principles generally accepted in the United States, or GAAP, with non-GAAP financial measures from time to time. We use non-GAAP measures, including those set forth in this release, to assess our operating performance for the quarter. Management believes that these non-GAAP financial measures reflect an additional way of analyzing aspects of our ongoing operations that, when viewed with our GAAP results, provides a more complete understanding of the factors and trends affecting our business. However, non-GAAP results should not be regarded as a substitute for corresponding GAAP measures, and should be viewed in conjunction with our consolidated financial statements prepared in accordance with GAAP. To provide investors with information to assist them in assessing our financial results on a comparable basis with historical results, we have provided certain non-GAAP financial measures in this press release that include the effects of the disposition of T-Chek and the acquisition of Phoenix as if they had occurred at the beginning of our 2012 fiscal year.

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November 5, 2013

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A reconciliation of our reported results to pro forma financial measures for the quarter ended September 30, 2012 is as follows (dollars in thousands):

	Reported		T-Chek Operations (1)			Phoenix Operations (1)		Pro Forma
Total revenues	$	2,880,409	$	(13,204	)	$	216,219	$	3,083,424
Purchased transportation and related services		2,063,109		—			173,896		2,237,005
Purchased products sourced for resale		384,630		—			—		384,630
Total purchased services and products		2,447,739		—			173,896		2,621,635
Net revenues (2)		432,670		(13,204	)		42,323		461,789
Personnel expenses		179,342		(3,470	)		20,799		196,671
Selling, general and administrative expenses		65,112		(2,855	)		7,602		69,859
Amortization of acquisition intangibles		959		—			4,067		5,026
Total other operating expenses		245,413		(6,325	)		32,468		271,556
Income from operations	$	187,257	$	(6,879	)	$	9,855	$	190,233

1. Adjustments have been made to historical Phoenix operations for the addition of amortization expense of finite-lived intangible assets recorded in connection with the acquisition ($4.1 million), rent expense for lease agreements entered into in connection with the acquisition ($84 thousand), and depreciation on a building acquired in the acquisition ($37 thousand). An adjustment has also been made to reduce purchased transportation and related services ($7.3 million) and other selling, general, and administrative expenses ($13.5 million) and to increase personnel expenses ($20.8 million) to conform to C.H. Robinson’s historical financial reporting presentation. There were no pro forma adjustments to the T-Chek historical results.

2. Net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchased price and services related to the products we source.

A reconciliation of our reported results to pro forma financial measures for the nine months ended September 30, 2012 is as follows (dollars in thousands):

	Reported		T-Chek Operations (1)			Phoenix Operations (1)		Pro Forma
Total revenues	$	8,388,237	$	(39,333	)	$	622,827	$	8,971,731
Purchased transportation and related services		5,980,489		—			497,584		6,478,073
Purchased products sourced for resale		1,134,809		—			—		1,134,809
Total purchased services and products		7,115,298		—			497,584		7,612,882
Net revenues (2)		1,272,939		(39,333	)		125,243		1,358,849
Personnel expenses		539,964		(11,176	)		61,899		590,687
Selling, general and administrative expenses		188,622		(8,781	)		26,352		206,193
Amortization of acquisition intangibles		2,637		—			12,200		14,837
Total other operating expenses		731,223		(19,957	)		100,451		811,717
Income from operations	$	541,716	$	(19,376	)	$	24,792	$	547,132

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1. Adjustments have been made to historical Phoenix operations for addition of amortization expense of finite-lived intangible assets recorded in connection with the acquisition ($12.2 million), rent expense for lease agreements entered into in connection with the acquisition ($252 thousand), and depreciation on a building acquired in the acquisition ($111 thousand). An adjustment has also been made for the elimination of contractual changes in compensation ($5.1 million). An adjustment has also been made to reduce purchased transportation and related services ($21.9 million) and other selling, general, and administrative expenses ($45.1 million) and to increase personnel expenses ($67.0 million) to conform to C.H. Robinson’s historical financial reporting presentation. There were no pro forma adjustments to the T-Chek historical results.

2. Net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchased price and services related to the products we source.

Conference Call Information:

C.H. Robinson Worldwide Third Quarter 2013 Earnings Conference Call

Wednesday November 6, 2013 8:30 a.m. Eastern Time

The call will be limited to 60 minutes, including questions and answers. 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. If time permits, we will accept live questions. To submit your question(s) in advance of the call, please email tim.gagnon@chrobinson.com.

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: 877-941-0844

Callers should reference the conference ID, which is 464248#

Webcast replay available through Investor Relations link at www.chrobinson.com

Telephone audio replay available until 12:59 a.m. Eastern Time on November 9: 800-406-7325; passcode: 4642488#

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November 5, 2013

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share data)

	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
Revenues:
Transportation	$	2,880,901		$	2,445,883	$	8,302,160		$	7,099,485
Sourcing		432,373			418,377		1,287,036			1,240,704
Payment Services		3,391			16,149		9,998			48,048
Total revenues		3,316,665			2,880,409		9,599,194			8,388,237
Costs and expenses:
Purchased transportation and related services		2,450,923			2,063,109		7,019,785			5,980,489
Purchased products sourced for resale		401,820			384,630		1,185,885			1,134,809
Purchased payment services		616			—		1,894			—
Personnel expenses		204,388			179,342		623,042			539,964
Other selling, general, and administrative expenses		82,563			66,071		241,051			191,259
Total costs and expenses		3,140,310			2,693,152		9,071,657			7,846,521
Income from operations		176,355			187,257		527,537			541,716
Investment, interest, and other (expense) income		(2,635	)		76		(3,284	)		976
Income before provision for income taxes		173,720			187,333		524,253			542,692
Provision for income taxes		65,983			71,003		201,301			205,280
Net income	$	107,737		$	116,330	$	322,952		$	337,412
Net income per share (basic)	$	0.69		$	0.72	$	2.03		$	2.09
Net income per share (diluted)	$	0.69		$	0.72	$	2.03		$	2.08
Weighted average shares outstanding (basic)		156,924			160,782		158,820			161,784
Weighted average shares outstanding (diluted)		157,044			161,003		158,884			162,042

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CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	September 30, 2013		December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	129,723	$	210,019
Receivables, net		1,564,997		1,412,136
Other current assets		58,721		50,135
Total current assets		1,753,441		1,672,290
Property and equipment, net		155,693		149,851
Intangible and other assets		982,434		982,084
Total Assets	$	2,891,568	$	2,804,225
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	810,742	$	707,476
Accrued compensation		79,770		103,343
Accrued income taxes		23,899		121,581
Other accrued expenses		41,820		46,171
Current portion of debt		350,000		253,646
Total current liabilities		1,306,231		1,232,217
Noncurrent income taxes payable		21,196		20,590
Deferred tax liabilities		74,691		45,113
Long-term debt		500,000		—
Other long term liabilities		887		1,933
Total liabilities		1,903,005		1,299,853
Total stockholders’ investment		988,563		1,504,372
Total liabilities and stockholders’ investment	$	2,891,568	$	2,804,225

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited, in thousands, except operational data)

	Nine months ended September 30,
	2013			2012
Operating activities:
Net income	$	322,952		$	337,412
Stock-based compensation		10,856			21,077
Depreciation and amortization		42,052			26,081
Provision for doubtful accounts		10,323			8,143
Deferred income taxes		28,696			3,856
Other		232			2,490
Changes in operating elements
Receivables		(197,468	)		(203,361	)
Prepaid expenses and other		(10,465	)		(2,042	)
Accounts payable and outstanding checks		103,226			111,628
Accrued compensation		(23,023	)		(28,230	)
Accrued income taxes		(94,027	)		689
Other accrued liabilities		(10,425	)		(10,587	)
Net cash provided by operating activities		182,929			267,156
Investing activities:
Purchases of property and equipment		(27,861	)		(28,096	)
Purchases and development of software		(6,375	)		(10,795	)
Acquisitions, net of cash		19,126			—
Other		221			206
Net cash used for investing activities		(14,889	)		(38,685	)
Financing activities:
Borrowings on line of credit		3,054,023			—
Repayments on line of credit		(2,957,669	)		—
Borrowings of long-term debt		500,000			—
Payment of contingent purchase price		(927	)		(11,613	)
Net repurchases of common stock		(700,631	)		(163,412	)
Excess tax benefit on stock-based compensation		26,180			9,831
Cash dividends		(167,130	)		(163,273	)
Net cash used for financing activities		(246,154	)		(328,467	)
Effect of exchange rates on cash		(2,182	)		(718	)
Net change in cash and cash equivalents		(80,296	)		(100,714	)
Cash and cash equivalents, beginning of period		210,019			373,669
Cash and cash equivalents, end of period	$	129,723		$	272,955
	As of September 30,
	2013			2012
Operational Data:
Employees		11,533			8,811
Branches		285			234

###

EX-99.2

Earnings Conference Call –

Third Quarter 2013

November 6, 2013

John Wiehoff, Chairman & CEO

Chad Lindbloom, CFO

Tim Gagnon, Director, Investor Relations

Exhibit 99.2

2

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, and changes in relationships with existing truck, rail, ocean

and air carriers; changes in our customer base due to possible consolidation among our customers; our ability to

integrate the operations of acquired companies with our historic operations successfully; risks associated with

litigation and insurance coverage; risks associated with operations outside of the U.S.; risks associated with the

potential impacts of changes in government regulations; risks associated with the produce industry, including

food safety and contamination issues; fuel prices and availability; changes to our capital structure and

termination of our accelerated share repurchase program; and the impact of war on the economy; and other

risks and uncertainties detailed in our Annual and Quarterly Reports.

We have included herein certain non-GAAP financial information, including certain fiscal 2012 information

adjusted to reflect an acquisition and a divestiture that occurred during 2012.  In addition to helping us assess

our operating performance, we believe that these non-GAAP financial measures assist investors in

understanding our operations and results.  However, non-GAAP results should not be regarded as a substitute

for corresponding GAAP measures, and should be viewed in conjunction with our consolidated financial

statements prepared in accordance with GAAP.  Reconciliations of such non-GAAP information to actual results

are set forth in Appendices A, B and C.

3

Q3 2013 Results

2013

2012

% Change

2013

2012

% Change

Total revenues

$3,316,665

$2,880,409

15.1%

$9,599,194

$8,388,237

14.4%

Total net revenues

$463,306

$432,670

7.1%

$1,391,630

$1,272,939

9.3%

Income from operations

$176,355

$187,257

-5.8%

$527,537

$541,716

-2.6%

Net income

$107,737

$116,330

-7.4%

$322,952

$337,412

-4.3%

Earnings per share

(diluted)

$0.69

$0.72

-4.2%

$2.03

$2.08

-2.4%

Three months ended September 30

Nine months ended September 30

In thousands, except per share amounts

•

Total revenue growth is primarily a result of acquired business and market share gains

•

Net revenue margin compression continues to be a challenge

•

We

continue

to

invest

in

the

business

and

have

confidence

in

our

long

term

strategy

•

Accelerated Share Repurchases, made in late August 2013, had no EPS impact in the third

quarter. We expect an approximate $.02 per quarter EPS impact in

the future

4

In thousands

2013 Actual

2012

Actual

T-Chek

Operations

Phoenix

Operations

2012 Pro

Forma

% Change

Pro Forma

Total revenues

$3,316,665

$2,880,409

-$13,204

$216,219

$3,083,424

7.6%

Total net revenues

$463,306

$432,670

-$13,204

$42,323

$461,789

0.3%

Personnel expenses

204,388

179,342

-3,470

20,799

196,671

3.9%

Selling, general & admin

77,523

65,112

-2,855

7,602

69,859

11.0%

Acquisition amortization

5,040

959

-

4,067

5,026

0.3%

Total operating expenses

286,951

245,413

-6,325

32,468

271,556

5.7%

Income from operations

$176,355

$187,257

-$6,879

$9,855

$190,233

-7.3%

Percent of net revenue

38.1%

43.3%

52.1%

23.3%

41.2%

-7.5%

Q3 2013 Actual Compared to Q3 2012 Pro Forma

•

2012 Pro Forma includes the effects of the disposition of T-Chek and acquisition of Phoenix as if they had occurred

at the beginning of our 2012 fiscal year. A reconciliation of actual results for the third quarter of 2012 to pro forma

appears in Appendix A

•

Excluding the employees of Phoenix, Apreo and T-Chek, average headcount increased approximately eight percent

in the third quarter of 2013 compared to the third quarter of 2012. Headcount increases were partially offset by

declines in variable incentive plans based on earnings growth

•

Income from operations as a percent of net revenue has been generally consistent through the first three quarters of

2013

•

(Q1 2013 37.0%, Q2 2013 38.6%, Q3 2013 38.1%)

•

See Appendix B for the nine months ending September 30, 2012.

Three months ended September 30

5

Transportation Results Q3 2013

•

Total revenue growth is primarily attributed to the Phoenix acquisition and Truckload volume growth

•

Significant net revenue margin compression in Truckload, partially offset by margin expansion in

the Global Forwarding services

2013

2012

% Change

2013

2012

% Change

Total revenues

$2,880,901

$2,445,883

17.8%

$8,302,160

$7,099,485

16.9%

Total net revenues

$429,978

$382,774

12.3%

$1,282,375

$1,118,996

14.6%

Net revenue margin

14.9%

15.6%

-4.6%

15.4%

15.8%

-2.0%

Three months ended September 30

Nine months ended September 30

TRANSPORTATION  in thousands

TRANSPORTATION NET REVENUE MARGIN PERCENTAGE

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Q1

17.7%

17.8%

16.8%

17.4%

18.3%

20.2%

18.2%

22.6%

17.4%

17.2%

16.9%

16.2%

Q2

16.1%

15.9%

15.4%

16.3%

17.1%

17.9%

15.4%

20.6%

15.8%

16.2%

14.9%

15.3%

Q3

15.6%

16.0%

15.9%

16.3%

17.5%

18.0%

15.9%

19.8%

16.6%

16.4%

15.6%

14.9%

Q4

16.2%

15.8%

16.0%

15.7%

18.3%

17.7%

19.0%

18.3%

17.6%

16.3%

15.8%

6

Truckload Results Q3 2013

2013

2012

% Change

2013

2012

% Change

$265,509

$269,097

-1.3%

$798,448

$788,872

1.2%

Three months ended September 30

Nine months ended September 30

TRUCKLOAD NET REVENUES in thousands

Quarter

Year to

Date

Volume

13%

10%

Pricing *

2%

1%

Net revenue margin

TRUCKLOAD

Year over year change

*Excluding estimated impact of fuel

•

North America Truckload volumes grew approximately nine percent in the third quarter when

compared to the third quarter of 2012

•

North America Truckload cost per mile, excluding the impact of fuel, increased approximately four

percent in the third quarter of 2013 when compared to the third quarter of 2012

•

North America Truckload price per mile, excluding the impact of fuel, increased approximately two

percent in the third quarter of 2013 when compared to the third quarter of 2012

7

LTL Results Q3 2013

2013

2012

% Change

2013

2012

% Change

$61,436

$58,863

4.4%

$180,638

$167,135

8.1%

Three months ended September 30

Nine months ended September 30

LTL NET REVENUES in thousands

Quarter

Year to Date

Volume

5%

8%

Pricing

Net revenue margin

LTL

Year over year change

•

Net revenue growth rate slowed in the third quarter when compared to the growth rate in the first

two quarters of 2013

•

LTL experienced net revenue margin compression in the third quarter of 2013 when compared to

the third quarter of 2012

•

Carrier

costs

are

increasing

industry

wide,

customer

pricing

has

not

kept

up

with

the

increase in carrier costs

•

LTL marketplace remains very competitive

8

Intermodal Results Q3 2013

•

Net revenues up slightly based on price increases and slightly higher margins offset by reduced

volume from customers.

•

The

mix

of

business

was

improved

in

the

third

quarter

of

2013

by

eliminating

some

low

or

unprofitable lanes and added volume from truckload conversion.

2013

2012

% Change

2013

2012

% Change

$10,202

$10,074

1.3%

$29,223

$29,804

-1.9%

Three months ended September 30

Nine months ended September 30

INTERMODAL NET REVENUES  in thousands

Quarter

Year to

Date

Volume

Pricing

Net revenue margin

Year over year change

9

Global Forwarding Results Q3 2013

Ocean, Air and Customs

2013

2012

% Change

2013

2012

% Change

Ocean

$49,692

$18,498

168.6%

$141,304

$51,217

175.9%

Air

$18,137

$9,046

100.5%

$55,107

$28,496

93.4%

Customs

$8,932

$4,109

117.4%

$27,307

$11,443

138.6%

Three months ended September 30

Nine months ended September 30

NET REVENUES  in thousands

Quarter

Year to Date

Volume

Pricing

Net revenue margin

OCEAN

Quarter

Year to Date

Volume

Pricing

Net revenue margin

AIR

Year over year change

Year over year change

•

Significant

net

revenue

increases

resulting

from

the

acquisition

of

Phoenix

International

•

In the third quarter, CHRW was the #1 NVOCC from China, Eastbound (ranking based on

TEU’s shipped in the third quarter of 2013)

10

Phoenix Integration Update

•

Global Forwarding results through three quarters on track with the acquisition plan

•

Year one integration plan, on track with good results to date

•

Year two integration initiatives include, systems conversions and sales activities from the combined

global forwarding network

2013

2012

% Change

Actual C.H. Robinson

net revenue

$76,761

$31,653

142.5%

Phoenix net revenue *

$42,323

Total *

$76,761

$73,976

3.8%

Three months ended September 30

OCEAN, AIR, AND CUSTOMS NET REVENUE

In thousands

* See Appendices A and C for

reconciliation information for

2012 periods

2013

2012

% Change

$223,718

$91,156

145.4%

$125,243

$223,718

$216,399

3.4%

Nine months ended September 30

11

Other Logistics Services Results Q3 2013

•

Other Logistics Services net revenues include transportation management services, warehousing

and small parcel

•

These services continue to perform well and the sales pipeline is strong  

2013

2012

% Change

2013

2012

% Change

$16,070

$13,087

22.8%

$50,348

$42,029

19.8%

Three months ended September 30

Nine months ended September 30

NET REVENUES  in thousands

12

Sourcing Results Q3 2013

•

Low crop yields due primarily to weather drove higher cost of goods sold and a disruption in planned

supply

•

Lost certain commodity business with a significant customer

•

Case volume decreased approximately one percent in the third quarter of 2013 compared to the third

quarter of 2012

•

Our foodservice business segment experiencing growth with existing customers and through the

addition of new customers in the third quarter of 2013 compared to the third quarter of 2012 

2013

2012

% Change

2013

2012

% Change

Total revenues

$432,373

$418,377

3.3%

$1,287,036

$1,240,704

3.7%

Total net revenues

$30,553

$33,747

-9.5%

$101,151

$105,895

-4.5%

Net revenue margin

7.1%

8.1%

-12.4%

7.9%

8.5%

-7.9%

Three months ended September 30

Nine months ended September 30

SOURCING  in thousands

13

2013

2012

% Change

2013

2012

% Change

Net cash provided by operating

activities

$124,658

$157,128

-20.7%

$182,929

$267,156

-31.5%

Capital expenditures, net

$11,659

$13,921

-16.2%

$34,236

$38,891

-12.0%

Three months ended September 30

Nine months ended September 30

September 30, 2013

Cash &

investments

$129,723

Current assets

$1,753,441

Total assets

$2,891,568

Debt

$850,000

Current liabilities

$1,306,231

Stockholders’

investment

$988,563

CASH FLOW DATA

BALANCE SHEET DATA

Other Financial Information

In thousands, except share and per share amounts

•

Strong operating cash flow quarter

•

Total debt $850 million

•

Borrowed $500 million during the

quarter

•

Average duration 15 years

•

Average coupon 4.28%

14

Repurchases of Common Stock

in thousands except per share

Q3 2013

YTD through Sept. 30, 2013

ASR

Other  Activity

Total

ASR

Other Activity

Total

Shares

6,119

1,219

7,338

6,119

3,671

9,790

Average price per share

$59.24

$59.80

Total cost of shares

$72,198

$219,556

•

Year to date total includes the shares withheld on the delivery of restricted shares to employees

•

$500 million Accelerated Share Repurchase (ASR) initiated on August 26, 2013

•

6.1 million shares delivered upon initial purchase, approximately 70% of total expected shares

•

Share repurchases under the ASR program will terminate between December 11, 2013 and April 16,

2014 at the discretion of the participating banks

•

Final number of shares acquired will be based upon the average of the daily VWAP, less and agreed

to discount, during the duration or the share repurchase program

•

Balance of shares purchased, will be delivered upon termination of the program

15

A look ahead

•

The truckload environment remains challenging and it will be difficult to grow our

earnings in the fourth quarter of 2013

•

We will continue to invest in our business, including our focus on;

•

Market Share Gains

•

Global Forwarding network

•

European Network

•

Management Services

•

Share repurchases and evaluation of potential M&A opportunities

•

We have confidence in our long term strategy and will discuss key initiatives during the

Investor Day event on November 19

16

Appendix A: Q3 2012 Actual to Pro Forma Reconciliation

In thousands

Three months ended September 30

1.

Adjustments have been made to historical Phoenix operations for addition of amortization expense of finite-

lived intangible assets recorded in connection with the acquisition ($4.1 million), rent expense for lease

agreements entered into in connection with the acquisition ($84 thousand), and depreciation on a building

acquired in the acquisition ($37 thousand). An adjustment has also been made to reduce purchased

transportation and related services ($7.3 million) and other selling, general, and administrative expenses

($13.5 million) and to increase personnel expenses ($20.8 million) to conform to C.H. Robinson’s historical

financial reporting presentation. There were no pro forma adjustments to the T-Chek historical results.

2.

Net revenues are our total revenues less purchased transportation and related services, including

contracted

motor

carrier,

rail,

ocean,

air,

and

other

costs,

and

the

purchased

price

and

services

related

to

the products we source.

17

In thousands

2013 Actual

2012

Actual

T-Chek

Operations

Phoenix

Operations

2012 Pro

Forma

% Change

Pro Forma

Total net revenues

$1,391,630

$1,272,939

-$39,333

$125,243

$1,358,849

2.4%

Personnel expenses

623,042

539,964

-11,176

61,899

590,687

5.5%

Selling, general & admin

225,938

188,622

-8,781

26,352

206,193

9.6%

Acquisition amortization

15,113

2,637

-

12,200

14,837

1.9%

Total operating expenses

864,093

731,223

-19,957

100,451

811,717

6.5%

Income from operations

$527,537

$541,716

-$19,376

$24,792

$547,132

-3.6%

Percent of net revenue

37.9%

42.6%

49.3%

19.8%

40.3%

-6.0%

Appendix B: Nine Month 2013 Actual Compared to Nine Month 2012 Pro Forma

•

2012 Pro Forma includes the effects of the disposition of T-Chek and acquisition of

Phoenix as if they had occurred at the beginning of our 2012 fiscal year. A

reconciliation of actual 2012 results to pro forma appears in Appendix C

Nine months ended September 30

18

Appendix C: Nine Month 2012 Actual to Pro Forma Reconciliation

In thousands

Nine months ended September 30

1.

Adjustments have been made to historical Phoenix operations for addition of amortization expense

of finite-lived intangible assets recorded in connection with the acquisition ($12.2 million), rent

expense for lease agreements entered into in connection with the acquisition ($252 thousand), and

depreciation on a building acquired in the acquisition ($111 thousand). An adjustment has also been

made for the elimination of contractual changes in compensation ($5.1 million). An adjustment has

also been made to reduce purchased transportation and related services ($21.9 million) and other

selling, general, and administrative expenses ($45.1 million) and to increase personnel expenses

($67.0 million) to conform to C.H. Robinson’s historical financial reporting presentation. There were

no pro forma adjustments to the T-Chek historical results.

2.

Net revenues are our total revenues less purchased transportation and related services, including

contracted motor carrier, rail, ocean, air, and other costs, and the purchased price and services

related to the products we source.