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: July 28, 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 June 30, 2015 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated July 28, 2015 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated July 29, 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: July 28, 2015

EXHIBIT INDEX

99.1	Press Release dated July 28, 2015 of C.H. Robinson Worldwide, Inc.
99.2	Earnings conference call slides dated July 29, 2015.

EX-99.1

Exhibit 99.1

C.H. Robinson Worldwide, Inc.

14701 Charlson Road

Eden Prairie, Minnesota 55347

Andrew Clarke, Chief Financial Officer (952) 683-3474

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

FOR IMMEDIATE RELEASE

C.H. ROBINSON REPORTS SECOND QUARTER RESULTS

MINNEAPOLIS, July 28, 2015 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (NASDAQ: CHRW), today reported financial results for the quarter ended June 30, 2015. Summarized financial results for the quarter ended June 30 are as follows (dollars in thousands, except per share data):

	Three months ended June 30,							Six months ended June 30,
	2015		2014		% change			2015		2014		% change
Total revenues	$	3,545,088	$	3,502,918		1.2	%	$	6,845,978	$	6,645,503		3.0	%
Net revenues:
Transportation
Truckload (1)	$	334,546	$	308,152		8.6	%	$	632,926	$	580,499		9.0	%
LTL		91,524		67,376		35.8	%		176,894		127,514		38.7	%
Intermodal		11,539		10,863		6.2	%		22,051		19,803		11.4	%
Ocean		59,066		50,486		17.0	%		109,256		94,098		16.1	%
Air		19,596		21,747		-9.9	%		40,235		39,201		2.6	%
Customs		10,973		10,312		6.4	%		21,236		19,644		8.1	%
Other logistics services		21,104		17,207		22.6	%		40,895		35,773		14.3	%
Total transportation		548,348		486,143		12.8	%		1,043,493		916,532		13.9	%
Sourcing		35,670		34,894		2.2	%		65,635		61,740		6.3	%
Total net revenues		584,018		521,037		12.1	%		1,109,128		978,272		13.4	%
Operating expenses		354,923		320,655		10.7	%		698,108		620,919		12.4	%
Operating income		229,095		200,382		14.3	%		411,020		357,353		15.0	%
Net income	$	137,208	$	118,596		15.7	%	$	243,684	$	211,783		15.1	%
Diluted EPS	$	0.94	$	0.80		17.5	%	$	1.67	$	1.43		16.8	%

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

“We had a great quarter with strong net revenue and net income growth across our network,” said John Wiehoff, CEO and Chairman. “Our employees worked very hard, serving our customers, carriers, and suppliers with a focus on excellence and improving every day.”

Our truckload net revenues increased 8.6 percent in the second quarter of 2015 compared to the second quarter of 2014. Our acquisition of Freightquote.com (“Freightquote”) on January 1, 2015 contributed approximately 3.5 percentage points to our truckload net revenue growth. Our North American truckload volumes increased approximately seven percent. Approximately three percent of this increase was due to the acquisition of Freightquote. Our truckload net revenue margin increased in the second quarter of 2015 compared to the second quarter of 2014, due primarily to the lower cost of fuel. In North America, excluding the estimated

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July 28, 2015

Page 2

impacts of the change in fuel prices, our average truckload rate per mile charged to our customers increased approximately three percent in the second quarter of 2015 compared to the second quarter of 2014. In North America, our truckload transportation costs increased approximately 2.5 percent, excluding the estimated impacts of the change in fuel prices.

Our less-than-truckload (“LTL”) net revenues increased 35.8 percent in the second quarter of 2015 compared to the second quarter of 2014. Freightquote contributed approximately 33 percentage points to our LTL net revenue growth in the second quarter of 2015. LTL volumes increased approximately 33 percent in the second quarter of 2015 compared to the second quarter of 2014. Freightquote contributed approximately 20 percentage points to our LTL volume growth in the second quarter of 2015. Net revenue margin increased in the second quarter of 2015 compared to the second quarter of 2014. This was primarily the result of a change in our freight mix with more small customers from the higher margin Freightquote business.

Our intermodal net revenues increased 6.2 percent in the second quarter of 2015 compared to the second quarter of 2014. Freightquote contributed approximately nine percentage points to our intermodal net revenue growth in the second quarter of 2015. Excluding Freightquote, intermodal transactional volume decreased in the second quarter of 2015 compared to the second quarter of 2014.

Our ocean transportation net revenues increased 17.0 percent in the second quarter of 2015 compared to the second quarter of 2014. The increase in net revenues was primarily due to increased net revenue margin as volumes were flat.

Our air transportation net revenues decreased 9.9 percent in the second quarter of 2015 compared to the second quarter of 2014. The decrease was due to lower rates charged to our customers, offset slightly by increased net revenue margin and a small increase in volumes.

Our customs net revenues increased 6.4 percent in the second quarter of 2015 compared to the second 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 22.6 percent in the second quarter of 2015 compared to the second 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 second quarter of 2015.

Sourcing net revenues increased 2.2 percent in the second quarter of 2015 compared to the second quarter of 2014. This increase was primarily due to a case volume increase across a variety of commodities and services offset partially by a decline in net revenue per case.

For the second quarter, operating expenses increased 10.7 percent to $354.9 million in 2015 from $320.7 million in 2014. Operating expenses as a percentage of net revenues decreased to 60.8 percent in the second quarter of 2015 from 61.5 percent in the second quarter of 2014.

For the second quarter, personnel expenses increased 10.5 percent to $264.0 million in 2015 from $239.0 million in 2014. This was primarily due to additional headcount related to our acquisition of Freightquote and expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability. For the second quarter, our average headcount grew 10.1 percent compared to the second quarter of 2014.

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July 28, 2015

Page 3

For the second quarter, other selling, general, and administrative expenses increased 11.3 percent to $90.9 million in 2015 from $81.7 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 travel expenses.

About C.H. Robinson

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.

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 Second Quarter 2015 Earnings Conference Call

Wednesday, July 29, 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: 888-516-2441

International callers dial +1-719-325-2280

Callers should reference the conference ID, which is 3923556

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

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

passcode: 3923556#

International callers dial +1-719-457-0820

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Revenues:
Transportation (1)	$	3,130,722		$	3,042,102		$	6,077,979		$	5,848,879
Sourcing		414,366			460,816			767,999			796,624
Total revenues		3,545,088			3,502,918			6,845,978			6,645,503
Costs and expenses:
Purchased transportation and related services (1)		2,582,374			2,555,959			5,034,486			4,932,347
Purchased products sourced for resale		378,696			425,922			702,364			734,884
Personnel expenses		263,999			238,986			519,143			459,283
Other selling, general, and administrative expenses		90,924			81,669			178,965			161,636
Total costs and expenses		3,315,993			3,302,536			6,434,958			6,288,150
Income from operations		229,095			200,382			411,020			357,353
Interest and other expense		(5,894	)		(6,252	)		(15,499	)		(12,383	)
Income before provision for income taxes		223,201			194,130			395,521			344,970
Provisions for income taxes		85,993			75,534			151,837			133,187
Net income	$	137,208		$	118,596		$	243,684		$	211,783
Net income per share (basic)	$	0.94		$	0.80		$	1.67		$	1.43
Net income per share (diluted)	$	0.94		$	0.80		$	1.67		$	1.43
Weighted average shares outstanding (basic)		145,515			147,826			145,856			148,167
Weighted average shares outstanding (diluted)		145,679			147,974			146,020			148,293

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

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CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	June 30, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	171,451	$	128,940
Restricted cash		—		359,388
Receivables, net		1,706,429		1,571,591
Other current assets		66,459		45,540
Total current assets		1,944,339		2,105,459
Property and equipment, net		190,849		152,471
Intangible and other assets		1,268,826		956,408
Total assets	$	3,404,014	$	3,214,338
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	894,046	$	795,255
Accrued compensation		95,528		125,624
Accrued income taxes		25,536		4,616
Other accrued expenses		49,708		45,365
Current portion of debt		630,000		605,000
Total current liabilities		1,694,818		1,575,860
Noncurrent income taxes payable		22,723		24,279
Deferred tax liabilities		74,394		66,961
Long-term debt		500,000		500,000
Other long term liabilities		228		223
Total liabilities		2,292,163		2,167,323
Total stockholders’ investment		1,111,851		1,047,015
Total liabilities and stockholders’ investment	$	3,404,014	$	3,214,338

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited, in thousands, except operational data)

	Six months ended June 30,
	2015			2014
Operating activities:
Net income	$	243,684		$	211,783
Stock-based compensation		31,019			16,423
Depreciation and amortization		32,682			29,349
Provision for doubtful accounts		9,053			11,128
Deferred income taxes		(1,780	)		5,894
Other		438			(1,348	)
Changes in operating elements, net of acquisitions:
Receivables		(87,663	)		(261,334	)
Prepaid expenses and other		(19,802	)		(14,214	)
Other non-current assets		736			270
Accounts payable and outstanding checks		56,891			121,109
Accrued compensation and profit-sharing contribution		(32,027	)		(6,137	)
Accrued income taxes		21,230			12,698
Other accrued liabilities		(3,265	)		2,747
Net cash provided by operating activities		251,196			128,368
Investing activities:
Purchases of property and equipment		(11,542	)		(14,860	)
Purchases and development of software		(8,063	)		(3,964	)
Restricted cash		359,388			—
Acquisitions, net of cash		(369,143	)		—
Other		361			268
Net cash used for investing activities		(28,999	)		(18,556	)
Financing activities:
Borrowings on line of credit		3,893,000			2,435,000
Repayments on line of credit		(3,868,000	)		(2,410,000	)
Net repurchases of common stock		(90,255	)		(52,740	)
Excess tax benefit on stock-based compensation		6,040			5,198
Cash dividends		(114,517	)		(104,909	)
Net cash used for financing activities		(173,732	)		(127,451	)
Effect of exchange rates on cash		(5,954	)		(193	)
Net change in cash and cash equivalents		42,511			(17,832	)
Cash and cash equivalents, beginning of period		128,940			162,047
Cash and cash equivalents, end of period	$	171,451		$	144,215
	As of June 30,
	2015			2014
Operational Data:
Employees		13,068			11,645

###

EX-99.2

Earnings Conference Call –

Second Quarter 2015

July 29, 2015

John Wiehoff, Chairman & CEO

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

and uncertainties detailed in our Annual and Quarterly Reports.

3

Results Q2 2015

Three months ended June 30

in thousands, except per share amounts

•

Record net revenues in the second quarter with Freightquote adding

approximately 7 percentage points to our total net revenue growth.

•

Total company net revenue growth per business day accelerated in May and June

when compared to April.

•

Net revenue grew faster than total revenue in the second quarter of 2015,

primarily the result of decreased fuel prices.

•

The base CHRW average headcount grew approximately 1.6 percent in the

second quarter when compared to the second quarter of 2014.

2015

2014

% Change

Total revenues

$3,545,088

$3,502,918

1.2%

Total net revenues

$584,018

$521,037

12.1%

Income from operations

$229,095

$200,382

14.3%

Net income

$137,208

$118,596

15.7%

Earnings per share (diluted)

$0.94

$0.80

17.5%

Weighted average shares

outstanding (diluted)

145,679

147,974

-1.6%

Average headcount

12,850

11,674

10.1%

Ending headcount

13,068

11,645

12.2%

2015

2014

% Change

$6,845,978

$6,645,503

3.0%

$1,109,128

$978,272

13.4%

$411,020

$357,353

15.0%

$243,684

$211,783

15.1%

$1.67

$1.43

16.8%

146,020

148,293

-1.5%

12,732

11,675

9.1%

13,068

11,645

12.2%

Six months ended June 30

4

Transportation Results Q2 2015

Net revenue margin increased in all transportation services in the second quarter.

The decrease in fuel prices accounted for most of the year-over-year increase in

net revenue margin.

2015

2014

% Change

Total revenues

$3,130,722

$3,042,102

2.9%

Total net revenues

$548,348

$486,143

12.8%

Net revenue margin

17.5%

16.0%

9.6%

Three months ended June 30

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%

16.3%

15.3%

16.8%

Q2

17.1%

17.9%

15.4%

20.6%

15.8%

16.2%

14.9%

15.4%

16.0%

17.5%

Q3

17.5%

18.0%

15.9%

19.8%

16.6%

16.4%

15.6%

15.0%

16.2%

Q4

18.3%

17.7%

19.0%

18.3%

17.6%

16.3%

15.8%

15.1%

15.9%

Year

17.8%

18.4%

17.0%

20.2%

16.8%

16.5%

15.8%

15.4%

15.9%

2015

2014

% Change

$6,077,979

$5,848,879

3.9%

$1,043,493

$916,532

13.9%

17.2%

15.7%

9.6%

Six months ended June 30

5

Truckload Results Q2 2015

2015

2014

% Change

$334,546

$308,152

8.6%

Three months ended June 30

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

Net revenue per shipment growth increased throughout the quarter.

Freightquote

added approximately 3.5

percentage points to our

truckload net revenue growth in the second quarter of 2015 when

compared to the second quarter of 2014.

Approximately 3 percent of the North America Truckload volume 

increase was due to the acquisition of Freightquote.

Added over 3,000 new carriers in the second quarter of 2015.

Quarter

Volume

7%

Approximate pricing*

3%

Approximate cost*

2.5%

Net revenue margin

2015

2014

% Change

$632,926

$580,499

9.0%

Six months ended June 30

YTD

7%

4%

4%

6

LTL Results Q2 2015

2015

2014

% Change

$91,524

$67,376

35.8%

Three months ended June 30

LTL NET REVENUES in thousands

LTL

Year over year change

Net revenue and volume growth in all LTL services (Common Carrier,

Temperature Controlled, Consolidation, Small Parcel).

Freightquote added approximately 33 percentage points to our LTL net

revenue growth in the second quarter of 2015 when compared to the

second quarter of 2014.

Freightquote added approximately 20 percentage points to our LTL

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

second quarter of 2014.

Quarter

Volume

33%

Pricing

Net revenue margin

2015

2014

% Change

$176,894

$127,514

38.7%

Six months ended June 30

YTD

30%

7

Intermodal Results Q2 2015

Freightquote

added approximately 9 percentage points to both

our intermodal net revenue growth and our intermodal volume

growth in the second quarter of 2015 when compared to the

second quarter of 2014.

Net revenue margin improvement in the second quarter of 2015

was driven by improved operating efficiencies and routing

selections in addition to a reduction in fuel expense.

Transactional customer business decreased in the second

quarter of 2015 when compared to the second quarter of 2014.

2015

2014

% Change

$11,539

$10,863

6.2%

Three months ended June 30

INTERMODAL NET REVENUES  in thousands

Year over year change

INTERMODAL

Quarter

Volume

6%

Pricing

Net revenue margin

2015

2014

% Change

$22,051

$19,803

11.4%

Six months ended June 30

YTD

10%

8

Global Forwarding Results Q2 2015

Ocean, Air and Customs

2015

2014

% Change

Ocean

$59,066

$50,486

17.0%

Air

$19,596

$21,747

-9.9%

Customs

$10,973

$10,312

6.4%

Three months ended June 30

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 8.6% in the second

quarter when compared to the second quarter of 2014.

Cross selling initiatives continue to produce new opportunities and net revenue

growth.

Retained #1 NVOCC in ocean shipments from China to the U.S. (ranking based on

TEU’s shipped in the second quarter of 2015).

Airfreight net revenues decreased as a result of lower rates charged to customers

offset slightly by increased net revenue margin and a small increase in volumes.

2015

2014

% Change

Ocean

$109,256

$94,098

16.1%

Air

$40,235

$39,201

2.6%

Customs

$21,236

$19,644

8.1%

Six months ended June 30

YTD

YTD

9

Other Logistics Services Results Q2 2015

Other Logistics Services net revenues include transportation

managed services, warehousing and small parcel.

Other Logistics Services net revenues increased 22.6 percent in

the second quarter when compared to the second quarter of

2014, primarily due to the increase in managed services.

Managed services growth largely the result of the addition of new

customers and growth with existing customers.  

2015

2014

% Change

$21,104

$17,207

22.6%

Three months ended June 30

NET REVENUES  in thousands

2015

2014

% Change

$40,895

$35,773

14.3%

Six months ended June 30

10

Sourcing Results Q2 2015

Improved market conditions yielded increased net revenue margins

in the second quarter of 2015 when compared to the second quarter

of 2014.

Net revenues increased as a result of volume growth with strategic

commodities and services.

2015

2014

% Change

Total revenues

$414,366

$460,816

-10.1%

Total net revenues

$35,670

$34,894

2.2%

Net revenue margin

8.6%

7.6%

13.7%

Three months ended June 30

SOURCING NET REVENUES  in thousands

2015

2014

% Change

$767,999

$796,624

-3.6%

$65,635

$61,740

6.3%

8.5%

7.8%

10.3%

Six months ended June 30

11

in thousands

Summarized Income Statement

•

70 basis point improvement in operating income as a percent of net

revenues in the second quarter of 2015 when compared to the second

quarter of 2014.

•

Personnel expense growth was primarily the result of the Freightquote

acquisition and from an increase in variable compensation.

•

Other

SG&A

expenses

increased

primarily

due

to

our

acquisition

of

Freightquote, including amortization expenses of approximately $1.9

million.

Three months ended June 30

2015

2014

% Change

Total revenues

$3,545,088

$3,502,918

1.2%

Total net revenues

584,018

521,037

12.1%

Personnel expenses

263,999

238,986

10.5%

Selling, general & admin

90,924

81,669

11.3%

Total operating expenses

354,923

320,655

10.7%

Income from operations

$229,095

$200,382

14.3%

Percent of net revenue

39.2%

38.5%

2.0%

2015

2014

% Change

$6,845,978

$6,645,503

3.0%

1,109,128

978,272

13.4%

519,143

459,283

13.0%

178,965

161,636

10.7%

698,108

620,919

12.4%

$411,020

$357,353

15.0%

37.1%

36.5%

1.4%

Six months ended June 30

12

Three months ended June 30

June 30, 2015

Cash & investments

$171,451

Current assets

$1,944,339

Total assets

$3,404,014

Debt

$1,130,000

Stockholders investment

$1,111,851

CASH FLOW DATA

BALANCE SHEET DATA

Other Financial Information

in thousands

•

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 June 30, 2015

13

in thousands

Capital Distribution

•

Capital returned to shareholders during the quarter

•

$57.2 million cash dividend

•

$49.0 million in cash for repurchase activity

•

765,775 shares

•

Average price $63.99 for shares repurchased

•

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

annually.

2010

2011

2012 (a)

2013

2014

Q2 2015

Net income

$387,026

$431,612

$447,007

$415,904

$449,711

$137,208

Capital distribution

Cash dividends paid

$168,902

$194,697

$219,313

$220,257

$215,008

$57,182

Share repurchases

157,381

250,274

255,849

807,449

(b)

176,645

48,998

Subtotal

$326,283

$444,971

$475,162

$1,027,706

$391,653

$106,183

Percent of net income

Cash dividends paid

44%

45%

49%

53%

48%

42%

Open market share repurchases

41%

58%

57%

194%

39%

36%

Subtotal

84%

103%

106%

247%

87%

78%

(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.

YTD 2015

$243,684

$114,517

92,923

$207,443

47%

38%

85%

14

A look ahead

July to date, total company net revenue has increased

approximately 12 percent per business day when

compared to July to date in 2014.

Freightquote

integration continues into the second half

of the year.

Remain focused on balanced growth initiatives and

strategic investments.

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.