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 27, 2015

(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 March 31, 2015 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated April 27, 2015 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated April 28, 2015.

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 27, 2015

EXHIBIT INDEX

99.1	Press Release dated April 27, 2015 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated April 28, 2015.

EX-99.1

Exhibit 99.1

C.H. Robinson Worldwide, Inc.

14701 Charlson Road

Eden Prairie, Minnesota 55347

Chad Lindbloom, Chief Financial Officer and Chief Information Officer (952) 937-7779

Tim Gagnon, Director, Investor Relations (952) 683-5007

FOR IMMEDIATE RELEASE

C.H. ROBINSON REPORTS FIRST QUARTER RESULTS

MINNEAPOLIS, April 27, 2015 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (NASDAQ: CHRW), today reported financial results for the quarter ended March 31, 2015. Summarized financial results for the quarter ended March 31 are as follows (dollars in thousands, except per share data):

	Three months ended March 31,
	2015		2014		% change
Total revenues	$	3,300,890	$	3,142,585		5.0	%
Net revenues:
Transportation
Truckload (1)	$	298,380	$	272,347		9.6	%
LTL		85,370		60,138		42.0	%
Intermodal		10,512		8,940		17.6	%
Ocean		50,190		43,612		15.1	%
Air		20,639		17,454		18.2	%
Customs		10,263		9,332		10.0	%
Other logistics services		19,791		18,566		6.6	%
Total transportation		495,145		430,389		15.0	%
Sourcing		29,965		26,846		11.6	%
Total net revenues		525,110		457,235		14.8	%
Operating expenses		343,185		300,264		14.3	%
Operating income		181,925		156,971		15.9	%
Net income	$	106,476	$	93,187		14.3	%
Diluted EPS	$	0.73	$	0.63		15.9	%

⁽¹⁾ Includes Payment Services revenues which were previously reported separately.

Our truckload net revenues increased 9.6 percent in the first quarter of 2015 compared to the first quarter of 2014. Our acquisition of Freightquote.com (“Freightquote”) on January 1, 2015 contributed approximately three percentage points to our truckload net revenue growth. Our North American truckload volumes increased approximately six percent. Approximately half of this increase was due to the acquisition of Freightquote. Our truckload net revenue margin increased in the first quarter of 2015 compared to the first quarter of 2014, due primarily to the lower cost of fuel. In North America, excluding the estimated impacts of the change in fuel, our average truckload rate per mile charged to our customers increased approximately six percent in the first quarter of 2015 compared to the first quarter of 2014. In North America, our truckload transportation costs increased approximately six percent, excluding the estimated impacts of the change in fuel. These increases were largely the result of market conditions and a change in the mix of our business.

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C.H. Robinson Worldwide, Inc.

April 27, 2015

Page 2

Our less-than-truckload (“LTL”) net revenues increased 42.0 percent in the first quarter of 2015 compared to the first quarter of 2014. Freightquote contributed approximately 34 percentage points to our LTL net revenue growth in the first quarter of 2015. LTL volumes increased approximately 28 percent in the first quarter of 2015 compared to the first quarter of 2014. Freightquote contributed approximately 19 percentage points to our LTL volume growth in the first quarter of 2015. Net revenue margin increased in the first quarter of 2015 compared to the first quarter of 2014. This was primarily the result of a change in our freight mix with more small customers from the Freightquote business.

Our intermodal net revenues increased 17.6 percent in the first quarter of 2015 compared to the first quarter of 2014. Freightquote contributed approximately 10 percentage points to our intermodal net revenue growth in the first quarter of 2015.

Our ocean transportation net revenues increased 15.1 percent in the first quarter of 2015 compared to the first quarter of 2014. The increase in net revenues was primarily due to increased volumes and net revenue margin.

Our air transportation net revenues increased 18.2 percent in the first quarter of 2015 compared to the first quarter of 2014. The increase was primarily due to increased volumes and net revenue margin.

Our customs net revenues increased 10.0 percent in the first quarter of 2015 compared to the first quarter of 2014. The increase was due to increased transaction volumes.

Our other logistics services revenues, which includes managed services, warehousing, and small parcel, increased 6.6 percent in the first quarter of 2015 compared to the first quarter of 2014 primarily from growth in managed services. Freightquote contributed approximately two percentage points to our other logistics services net revenue growth in the first quarter of 2015.

Sourcing net revenues increased 11.6 percent in the first quarter of 2015 compared to the first quarter of 2014. This increase was primarily due to a case volume increase of approximately nine percent across a variety of commodities and services.

For the first quarter, operating expenses increased 14.3 percent to $343.2 million in 2015 from $300.3 million in 2014. Operating expenses as a percentage of net revenues decreased to 65.4 percent in the first quarter of 2015 from 65.7 percent in the first quarter of 2014.

For the first quarter, personnel expenses increased 15.8 percent to $255.1 million in 2015 from $220.3 million in 2014. This was primarily due to increased expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability. Personnel expenses also increased due to additional headcount related to our acquisition of Freightquote. For the first quarter, our average headcount grew 7.5 percent compared to the first quarter of 2014.

For the first quarter, other selling, general, and administrative expenses increased 10.1 percent to $88.0 million in 2015 from $80.0 million in 2014. This increase was primarily due to our acquisition of Freightquote including amortization expense of approximately $1.9 million, and an increase in claims expenses, partially offset by a decrease in our provision for doubtful accounts.

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 46,000 active customers through a network of offices in North America, South America, Europe, and Asia. C.H. Robinson maintains one of the largest networks of motor carrier capacity in North America and works with approximately 66,000 transportation providers worldwide.

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C.H. Robinson Worldwide, Inc.

April 27, 2015

Page 3

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.

Conference Call Information:

C.H. Robinson Worldwide First Quarter 2015 Earnings Conference Call

Tuesday, April 28, 2015 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. 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: 800-479-9001

International callers dial +1-719-457-2644

Callers should reference the conference ID, which is 1733625

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

Telephone audio replay available until 11:30 a.m. Eastern Time on May 5, 2015: 888-203-1112;

passcode: 1733625#

International callers dial +1-719-457-0820

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C.H. Robinson Worldwide, Inc.

April 27, 2015

Page 4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share data)

	Three months ended March 31,
	2015			2014
Revenues:
Transportation (1)	$	2,947,257		$	2,806,777
Sourcing		353,633			335,808
Total revenues		3,300,890			3,142,585
Costs and expenses:
Purchased transportation and related services (1)		2,452,112			2,376,388
Purchased products sourced for resale		323,668			308,962
Personnel expenses		255,144			220,297
Other selling, general, and administrative expenses		88,041			79,967
Total costs and expenses		3,118,965			2,985,614
Income from operations		181,925			156,971
Interest and other expense		(9,605	)		(6,131	)
Income before provision for income taxes		172,320			150,840
Provision for income taxes		65,844			57,653
Net income	$	106,476		$	93,187
Net income per share (basic)	$	0.73		$	0.63
Net income per share (diluted)	$	0.73		$	0.63
Weighted average shares outstanding (basic)		146,204			148,517
Weighted average shares outstanding (diluted)		146,383			149,008

⁽¹⁾ Includes Payment Services revenues and related costs which were previously reported separately.

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C.H. Robinson Worldwide, Inc.

April 27, 2015

Page 5

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	135,783	$	128,940
Restricted cash		—		359,388
Receivables, net		1,651,427		1,571,591
Other current assets		59,705		45,540
Total current assets		1,846,915		2,105,459
Property and equipment, net		191,141		152,471
Intangible and other assets		1,271,168		956,408
Total assets	$	3,309,224	$	3,214,338
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	858,257	$	795,255
Accrued compensation		62,563		125,624
Accrued income taxes		52,797		4,616
Other accrued expenses		47,479		45,365
Current portion of debt		630,000		605,000
Total current liabilities		1,651,096		1,575,860
Noncurrent income taxes payable		22,622		24,279
Deferred tax liabilities		77,256		66,961
Long-term debt		500,000		500,000
Other long term liabilities		230		223
Total liabilities		2,251,204		2,167,323
Total stockholders’ investment		1,058,020		1,047,015
Total liabilities and stockholders’ investment	$	3,309,224	$	3,214,338

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C.H. Robinson Worldwide, Inc.

April 27, 2015

Page 6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited, in thousands, except operational data)

	Three months ended March 31,
	2015			2014
Operating activities:
Net income	$	106,476		$	93,187
Stock-based compensation		15,336			4,793
Depreciation and amortization		16,243			14,549
Provision for doubtful accounts		3,991			6,270
Deferred income taxes		426			6,757
Other		429			(1,476	)
Changes in operating elements, net of acquisitions:
Receivables		(27,599	)		(168,723	)
Prepaid expenses and other		(12,639	)		(16,286	)
Other non-current assets		1,435			201
Accounts payable and outstanding checks		21,105			88,052
Accrued compensation and profit-sharing contribution		(64,709	)		(38,008	)
Accrued income taxes		48,390			32,223
Other accrued liabilities		(8,489	)		(7,099	)
Net cash provided by operating activities		100,395			14,440
Investing activities:
Purchases of property and equipment		(3,895	)		(11,124	)
Purchases and development of software		(2,771	)		(1,471	)
Restricted cash		359,388			—
Acquisitions, net of cash		(369,143	)		—
Other		462			268
Net cash used for investing activities		(15,959	)		(12,327	)
Financing activities:
Borrowings on line of credit		2,025,000			1,225,000
Repayments on line of credit		(2,000,000	)		(1,190,000	)
Net repurchases of common stock		(40,340	)		(8,264	)
Excess tax benefit on stock-based compensation		4,842			4,253
Cash dividends		(57,335	)		(52,420	)
Net cash used for financing activities		(67,833	)		(21,431	)
Effect of exchange rates on cash		(9,760	)		84
Net change in cash and cash equivalents		6,843			(19,234	)
Cash and cash equivalents, beginning of period		128,940			162,047
Cash and cash equivalents, end of period	$	135,783		$	142,813
	As of March 31,
	2015			2014
Operational Data:
Employees		12,632			11,703

###

EX-99.2

Earnings Conference Call –

First Quarter 2015

April 28, 2015

John Wiehoff, Chairman & CEO

Chad Lindbloom, CFO & CIO

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 share repurchase activity; the impact of war on the economy; and other risks

and uncertainties detailed in our Annual and Quarterly Reports.

3

Results Q1 2015

Three months ended March 31

in thousands, except per share amounts

•

Total

revenue

impacted

by

the

decreased

fuel

prices

in

the

first

quarter

of 2015.

•

Freightquote added approximately 7 percentage points to our total

company net revenue growth in the first quarter.

2015

2014

% Change

Total revenues

$3,300,890

$3,142,585

5.0%

Total net revenues

$525,110

$457,235

14.8%

Income from operations

$181,925

$156,971

15.9%

Net income

$106,476

$93,187

14.3%

Earnings per share

(diluted)

$0.73

$0.63

15.9%

Weighted average shares

outstanding (diluted)

146,383

149,008

-1.8%

Average headcount

12,565

11,690

7.5%

Ending headcount

12,632

11,703

7.9%

4

Transportation Results Q1 2015

The

decrease

in

fuel

prices

increased

Transportation

net

revenue

margin

in

the

first quarter of 2015.

2015

2014

% Change

Total revenues

$2,947,257

$2,806,777

5.0%

Total net revenues

$495,145

$430,389

15.0%

Net revenue margin

16.8%

15.3%

9.6%

Three months ended March 31

TRANSPORTATION  in thousands

TRANSPORTATION NET REVENUE MARGIN PERCENTAGE

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Q1

18.3%

20.2%

18.2%

22.6%

17.4%

17.2%

16.9%

16.2%

15.3%

16.8%

Q2

17.1%

17.9%

15.4%

20.6%

15.8%

16.2%

14.9%

15.3%

15.9%

Q3

17.5%

18.0%

15.9%

19.8%

16.6%

16.4%

15.6%

14.9%

16.1%

Q4

18.3%

17.7%

19.0%

18.3%

17.6%

16.3%

15.8%

15.0%

15.8%

Year

16.3%

17.8%

18.4%

17.0%

20.2%

16.8%

16.5%

15.8%

15.3%

5

Truckload Results Q1 2015

TRUCKLOAD NET REVENUES in thousands

North America

Truckload

Year over year change

*Pricing and cost measures exclude the estimated impact

of the change in fuel prices

Freightquote added approximately 3 percentage points to our truckload

net

revenue

growth

in

the

first

quarter

of

2015

when

compared

to

the

first

quarter of 2014.

North America truckload shipments increased approximately 6 percent in

the first quarter when compared to the first quarter of 2014. Approximately

half of this increase was due to the acquisition of Freightquote.

North America truckload net revenue margins increased in the first quarter

of 2015 when compared to the first quarter of 2014. This is largely the

result of the decrease in the price of fuel.

Quarter

Volume

6%

Approximate pricing*

6%

Approximate cost*

6%

Net revenue margin

$298,380

$272,347

9.6%

% Change

2015

2014

Three months ended March 31

6

LTL Results Q1 2015

2015

2014

% Change

$85,370

$60,138

42.0%

Three months ended March 31

LTL NET REVENUES in thousands

LTL

Year over year change

Freightquote added approximately 34 percentage points to our LTL

net

revenue

growth

in

the

first

quarter

of

2015

when

compared

to

the

first

quarter of 2014.

Freightquote added approximately 19 percentage points to our LTL

volume growth in the first quarter of 2015 when compared to the first

quarter of 2014.

Net revenue margin increased in the first quarter of 2015 when

compared to the first quarter of 2014. This is primarily the result of a

change in our freight mix with more small customers from the

Freightquote business.

Quarter

Volume

28%

Pricing

Net revenue margin

7

Intermodal Results Q1 2015

Freightquote added approximately 10 percentage points to our

intermodal net revenue growth and to our intermodal volume

growth in the first quarter of 2015 when compared to the first

quarter of 2014.

The West Coast port delays negatively impacted intermodal

volumes in the first quarter of 2015.

2015

2014

% Change

$10,512

$8,940

17.6%

Three months ended March 31

INTERMODAL NET REVENUES  in thousands

Year over year change

INTERMODAL

Quarter

Volume

14%

Pricing

Net revenue margin

8

Global Forwarding Results Q1 2015

Ocean, Air and Customs

2015

2014

% Change

Ocean

$50,190

$43,612

15.1%

Air

$20,639

$17,454

18.2%

Customs

$10,263

$9,332

10.0%

Three months ended March 31

NET REVENUES  in thousands

Quarter

Volume

Pricing

Net revenue margin

OCEAN

Quarter

Volume

Pricing

Net revenue margin

AIR

Year over year change

Year over year change

Combined

Global

Forwarding

services

net

revenues

increased

15.2%

in

the

first quarter when compared to the first quarter of 2014.

Global Forwarding net revenue growth was driven by margin expansion and

volume growth.

The West Coast port delays had a favorable impact on our global forwarding

net revenues in the first quarter of 2015 as we assisted customers with

alternative solutions to their ocean shipment needs.

9

Other Logistics Services Results Q1 2015

Other Logistics Services net revenues include transportation

managed services, warehousing and small parcel.

Freightquote added approximately 2 percentage points to our

Other

Logistics

Services

net

revenue

growth

in

the

first

quarter

of

2015.

Managed Services provided growth in Other Logistics Services.  

2015

2014

% Change

$19,791

$18,566

6.6%

Three months ended March 31

NET REVENUES  in thousands

10

Sourcing Results Q1 2015

Net revenue growth driven by a 9% case volume increase across a

variety of commodities and services.

Q1 2015 net revenue margin is consistent with expectations.

Q1 2014 net revenue margin was low, due primarily to high

commodity prices caused by weather issues.

2015

2014

% Change

Total revenues

$353,633

$335,808

5.3%

Total net revenues

$29,965

$26,846

11.6%

Net revenue margin

8.5%

8.0%

5.3%

Three months ended March 31

SOURCING NET REVENUES  in thousands

11

in thousands

Summarized Income Statement

Personnel expense growth was primarily the result of increased

equity vesting, profit sharing expenses and personnel expenses

from the Freightquote acquisition.

Other SG&A expenses increased primarily due to our acquisition of

Freightquote, including amortization expenses of approximately

$1.9 million, and an increase in claims expenses.

Three months ended March 31

2015

2014

% Change

Total revenues

$3,300,890

$3,142,585

5.0%

Total net revenues

525,110

457,235

14.8%

Personnel expenses

255,144

220,297

15.8%

Selling, general & admin

88,041

79,967

10.1%

Total operating expenses

343,185

300,264

14.3%

Income from operations

$181,925

$156,971

15.9%

Percent of net revenue

34.6%

34.3%

0.9%

12

Three months ended March 31

March 31, 2015

Cash & investments

$135,783

Current assets

$1,846,915

Total assets

$3,309,224

Debt

$1,130,000

Stockholders investment

$1,058,020

CASH FLOW DATA

BALANCE SHEET DATA

Other Financial Information

in thousands

2015

2014

% Change

Net cash provided by operating activities

$100,395

$14,440

595.3%

Capital expenditures, net

$6,666

$12,595

-47.1%

•

Strong cash flow quarter

•

Total debt balance $1.130 billion

•

$500 million, 4.28% average coupon

•

$630 million drawn on new revolver,

1.30% current rate as of March 31,

2015

13

in thousands

Capital Distribution

•

Capital returned to shareholders during the quarter

•

$57.3 million cash dividend

•

$47.3 million in cash for repurchase activity

•

593,100 shares

•

Average price $74.06 for shares repurchased

•

Target is to return approximately 90% of net income to shareholders

annually.

2010

2011

2012 (a)

2013

2014

Q1 2015

Net income

$387,026

$431,612

$447,007

$415,904

$449,711

$106,476

Capital distribution

Cash dividends paid

$168,902

$194,697

$219,313

$220,257

$215,008

$57,335

Share repurchases

157,381

250,274

255,849

807,449 (b)

176,645

47,254

Subtotal

$326,283

$444,971

$475,162

$1,027,706

$391,653

$104,589

Percent of net income

Cash dividends paid

44%

45%

49%

53%

48%

54%

Open market share repurchases

41%

58%

57%

194%

39%

44%

Subtotal

84%

103%

106%

247%

87%

98%

(a) 2012 Net Income is adjusted to excluded transaction related gains and expenses.  A reconciliation

of adjusted results appears in Appendix A. 2012 Dividends exclude the fifth dividend payment made

during the year.

(b) Includes a $500 million accelerated share repurchase.

14

A look ahead

2015 outlook is progressing as planned

Margin comparisons become more challenging

April to date, total company net revenue has increased approximately 6 percent per

business day when compared to April to date in 2014

Areas of focus in 2015

Freightquote performance and integration is going well

Sales and account management initiatives

Technology development, process efficiency and network optimization

Acquiring and developing the industries best talent

15

Appendix A: 2012 Summarized Adjusted Income Statement

In thousands, except per share amounts

Twelve months ended December 31, 2012

1)

The

adjustment

to

personnel

consists

of

$33

million

of

incremental

vesting

expense

of

our

equity

awards

triggered

by

the

gain

on

the

divestiture

of

T-Chek. The balance consists of transaction related bonuses.

2)

The

adjustments

to

other

operating

expenses

reflect

fees

paid

to

third

parties

for:

a)

Investment

banking

fees

related

to

the

acquisition

of

Phoenix

b)

External legal and accounting fees related to the acquisitions of Apreo and Phoenix and the divestiture of T-Chek.

3)

The adjustment to investment and other income reflects the gain from the divestiture of T-Chek.

4)

The adjustment to diluted weighted average shares outstanding relates to the shares of C.H. Robinson stock issued as consideration paid to the

sellers in the acquisition of Phoenix.

5)

The adjustment to diluted weighted average shares outstanding relates to the additional vesting of performance-based restricted stock as a result of

the gain on sale recognized from the divestiture of T-Chek. 

2012 Actual

Non-recurring

Acquisition Impacts

Non-recurring

Divestiture  Impacts

Adjusted

Total net revenues

$1,717,571

$1,717,571

Personnel expenses (1)

766,006

-385

-34,207

731,414

Other operating expenses (2)

276,245

-10,225

-379

265,641

Total operating expenses

1,042,251

-10,610

-34,586

997,055

Income from operations

675,320

10,610

34,586

720,516

Investment & other income (3)

283,142

-281,551

1,591

Income before taxes

958,462

10,610

-246,965

722,107

Provision for income taxes

364,658

2,745

-92,303

275,100

Net income

$593,804

7,865

-$154,662

$447,007

Net income per share (diluted)

3.67

2.76

Weighted average shares (diluted)

161,946

185 (4)

92 (5)

161,669

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, including non-GAAP operating expenses,

non-GAAP income from operations, non-GAAP net income and non-GAAP diluted net income per share. We believe that these non-GAAP measures

provide meaningful insight into our operating performance excluding certain event-specific charges, and provide an alternative perspective of our results

of operations. We use non-GAAP measures 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.