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: October 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 September 30, 2015 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

EXHIBIT INDEX

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

MINNEAPOLIS, October 27, 2015 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (NASDAQ: CHRW), today reported financial results for the quarter ended September 30, 2015. Summarized financial results are as follows (dollars in thousands, except per share data):

	Three months ended September 30,							Nine months ended September 30,
	2015		2014		% change			2015		2014		% change
Total revenues	$	3,419,253	$	3,467,362		-1.4	%	$	10,265,231	$	10,112,865		1.5	%
Net revenues:
Transportation
Truckload (1)	$	344,715	$	311,152		10.8	%	$	977,641	$	891,651		9.6	%
LTL		94,190		67,968		38.6	%		271,084		195,482		38.7	%
Intermodal		10,168		10,593		-4.0	%		32,219		30,396		6.0	%
Ocean		58,322		57,380		1.6	%		167,578		151,478		10.6	%
Air		20,248		20,520		-1.3	%		60,483		59,721		1.3	%
Customs		12,012		11,107		8.1	%		33,248		30,751		8.1	%
Other logistics services		20,436		19,043		7.3	%		61,331		54,816		11.9	%
Total transportation		560,091		497,763		12.5	%		1,603,584		1,414,295		13.4	%
Sourcing		28,484		29,801		-4.4	%		94,119		91,541		2.8	%
Total net revenues		588,575		527,564		11.6	%		1,697,703		1,505,836		12.7	%
Operating expenses		355,864		324,227		9.8	%		1,053,972		945,146		11.5	%
Operating income		232,711		203,337		14.4	%		643,731		560,690		14.8	%
Net income	$	139,432	$	124,981		11.6	%	$	383,116	$	336,764		13.8	%
Diluted EPS	$	0.96	$	0.85		12.9	%	$	2.63	$	2.28		15.4	%

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

“We are proud of our results across our global business in the third quarter,” said John Wiehoff, CEO and Chairman. “We were able to continue to take market share in the third quarter while maintaining discipline and focus on our customer service and efficiency initiatives.”

Our truckload net revenues increased 10.8 percent in the third quarter of 2015 compared to the third quarter of 2014. Organic truckload net revenues increased approximately eight percent in the third quarter of 2015 compared to the third quarter of 2014. Our acquisition of Freightquote.com (“Freightquote”) on January 1, 2015 contributed approximately three percentage points to our truckload net revenue growth in the third quarter of 2015. Our North American truckload volumes increased approximately seven percent in the third quarter of 2015 compared to the same period of 2014. North American truckload volumes, excluding

(more)

C.H. Robinson Worldwide, Inc.

October 27, 2015

Page 2

Freightquote, increased approximately four percent in the third quarter of 2015 compared to the third quarter of 2014. Our truckload net revenue margin increased in the third quarter of 2015 compared to the third quarter of 2014, due primarily to lower transportation costs, including fuel. In North America, excluding the estimated impacts of the reduction in fuel costs, our average truckload rate per mile charged to our customers was flat in the third quarter of 2015 compared to the third quarter of 2014. In North America, our truckload transportation costs decreased approximately one percent, excluding the estimated impacts of the reduction in fuel costs.

Our less-than-truckload (“LTL”) net revenues increased 38.6 percent in the third quarter of 2015 compared to the third quarter of 2014. Freightquote contributed approximately 33 percentage points to our LTL net revenue growth in the third quarter of 2015. LTL volumes increased approximately 32 percent in the third quarter of 2015 compared to the third quarter of 2014. Organic LTL volume increased approximately 13 percent in the third quarter of 2015 compared to the third quarter of 2014. Net revenue margin increased in the third quarter of 2015 compared to the third 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 decreased 4.0 percent in the third quarter of 2015 compared to the third quarter of 2014, notwithstanding the increase in intermodal net revenues attributed to Freightquote. Conversion to truckload from intermodal negatively impacted intermodal volumes and net revenues in the third quarter of 2015.

Our ocean transportation net revenues increased 1.6 percent in the third quarter of 2015 compared to the third quarter of 2014. The increase in net revenues was primarily due to increased net revenue margin and a small volume increase.

Our air transportation net revenues decreased 1.3 percent in the third quarter of 2015 compared to the third quarter of 2014. The decrease was due to lower rates charged to our customers, partially offset by increased net revenue margin and an increase in volumes.

Our customs net revenues increased 8.1 percent in the third quarter of 2015 compared to the third 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 7.3 percent in the third quarter of 2015 compared to the third 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 third quarter of 2015.

Sourcing net revenues decreased 4.4 percent in the third quarter of 2015 compared to the third quarter of 2014. This decrease was primarily due to a decline in net revenue per case, offset partially by a case volume increase of 2.5 percent across a variety of commodities and services.

For the third quarter, operating expenses increased 9.8 percent to $355.9 million in 2015 from $324.2 million in 2014. Operating expenses as a percentage of net revenues decreased to 60.5 percent in the third quarter of 2015 from 61.5 percent in the third quarter of 2014.

For the third quarter, personnel expenses increased 8.0 percent to $264.1 million in 2015 from $244.6 million in 2014. This was primarily due to an average headcount increase of 13.1 percent compared to the third quarter of 2014. Our acquisition of Freightquote contributed approximately nine percentage points of the growth in average headcount during the third quarter of 2015. Total personnel expenses did not grow as fast as average headcount in the quarter as the expenses related to variable compensation plans were relatively flat compared to the third quarter of 2014.

(more)

C.H. Robinson Worldwide, Inc.

October 27, 2015

Page 3

For the third quarter, other selling, general, and administrative expenses increased 15.3 percent to $91.8 million in 2015 from $79.6 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 and 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 Third Quarter 2015 Earnings Conference Call

Wednesday, October 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: 800-768-6490

International callers dial +1-785-830-7987

Callers should reference the conference ID, which is 359696

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

Telephone audio replay available until 11:30 a.m. Eastern Time on November 4, 2015: 888-203-1112;

passcode: 359696#

International callers dial +1-719-457-0820

(more)

C.H. Robinson Worldwide, Inc.

October 27, 2015

Page 4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Revenues:
Transportation (1)	$	3,044,500		$	3,073,382		$	9,122,479		$	8,922,261
Sourcing		374,753			393,980			1,142,752			1,190,604
Total revenues		3,419,253			3,467,362			10,265,231			10,112,865
Costs and expenses:
Purchased transportation and related services (1)		2,484,409			2,575,619			7,518,895			7,507,966
Purchased products sourced for resale		346,269			364,179			1,048,633			1,099,063
Personnel expenses		264,077			244,621			783,220			703,904
Other selling, general, and administrative expenses		91,787			79,606			270,752			241,242
Total costs and expenses		3,186,542			3,264,025			9,621,500			9,552,175
Income from operations		232,711			203,337			643,731			560,690
Interest and other expense		(6,559	)		(6,204	)		(22,058	)		(18,587	)
Income before provision for income taxes		226,152			197,133			621,673			542,103
Provisions for income taxes		86,720			72,152			238,557			205,339
Net income	$	139,432		$	124,981		$	383,116		$	336,764
Net income per share (basic)	$	0.96		$	0.85		$	2.63		$	2.28
Net income per share (diluted)	$	0.96		$	0.85		$	2.63		$	2.28
Weighted average shares outstanding (basic)		144,578			146,646			145,423			147,661
Weighted average shares outstanding (diluted)		144,782			146,856			145,601			147,819

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

(more)

C.H. Robinson Worldwide, Inc.

October 27, 2015

Page 5

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	September 30, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	143,087	$	128,940
Restricted cash		—		359,388
Receivables, net		1,651,794		1,571,591
Other current assets		61,330		45,540
Total current assets		1,856,211		2,105,459
Property and equipment, net		190,244		152,471
Intangible and other assets		1,266,110		956,408
Total assets	$	3,312,565	$	3,214,338
Liabilities and stockholders’ investment
Current liabilities:
Accounts payable and outstanding checks	$	860,192	$	795,255
Accrued compensation		124,011		125,624
Accrued income taxes		21,215		4,616
Other accrued expenses		45,841		45,365
Current portion of debt		530,000		605,000
Total current liabilities		1,581,259		1,575,860
Noncurrent income taxes payable		23,588		24,279
Deferred tax liabilities		76,144		66,961
Long-term debt		500,000		500,000
Other long term liabilities		211		223
Total liabilities		2,181,202		2,167,323
Total stockholders’ investment		1,131,363		1,047,015
Total liabilities and stockholders’ investment	$	3,312,565	$	3,214,338

(more)

C.H. Robinson Worldwide, Inc.

October 27, 2015

Page 6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited, in thousands, except operational data)

	Nine months ended September 30,
	2015			2014
Operating activities:
Net income	$	383,116		$	336,764
Stock-based compensation		43,512			33,561
Depreciation and amortization		49,513			43,442
Provision for doubtful accounts		11,975			15,917
Deferred income taxes		(8,356	)		901
Other		459			(1,280	)
Changes in operating elements, net of acquisitions:
Receivables		(39,051	)		(206,970	)
Prepaid expenses and other		(6,347	)		(4,081	)
Other non-current assets		124			270
Accounts payable and outstanding checks		23,037			67,125
Accrued compensation and profit-sharing contribution		(3,585	)		23,058
Accrued income taxes		17,774			2,690
Other accrued liabilities		(7,728	)		(6,075	)
Net cash provided by operating activities		464,443			305,322
Investing activities:
Purchases of property and equipment		(19,317	)		(19,291	)
Purchases and development of software		(13,494	)		(5,845	)
Restricted cash		359,388			—
Acquisitions, net of cash		(367,108	)		—
Other		535			428
Net cash used for investing activities		(39,996	)		(24,708	)
Financing activities:
Borrowings on line of credit		5,508,000			3,498,000
Repayments on line of credit		(5,583,000	)		(3,528,000	)
Net repurchases of common stock		(159,059	)		(127,106	)
Excess tax benefit on stock-based compensation		7,298			6,202
Cash dividends		(171,448	)		(157,590	)
Net cash used for financing activities		(398,209	)		(308,494	)
Effect of exchange rates on cash		(12,091	)		(6,451	)
Net change in cash and cash equivalents		14,147			(34,331	)
Cash and cash equivalents, beginning of period		128,940			162,047
Cash and cash equivalents, end of period	$	143,087		$	127,716
	As of September 30,
	2015			2014
Operational Data:
Employees		13,156			11,542

###

EX-99.2

Exhibit 99.2

Earnings Conference Call –

Third Quarter 2015

October 28, 2015

John Wiehoff, Chairman & CEO

Andrew Clarke, CFO

Tim Gagnon, Director, Investor Relations

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 Q3 2015

Three months ended September 30

in thousands, except per share amounts

•

Organic net revenue increased 5 percent with Freightquote adding

6.5 percentage points to our net revenue growth in the third quarter

of 2015 when compared to the third quarter of 2014.

•

Earnings growth was driven by net revenue growth and network

efficiencies.

•

Freightquote represents approximately 9 percent of the average

headcount growth in the third quarter of 2015.

2015

2014

% Change

Total revenues

$3,419,253

$3,467,362

-1.4%

Total net revenues

$588,575

$527,564

11.6%

Income from operations

$232,711

$203,337

14.4%

Net income

$139,432

$124,981

11.6%

Earnings per share (diluted)

$0.96

$0.85

12.9%

Weighted average shares

outstanding (diluted)

144,782

146,856

-1.4%

Average headcount

13,112

11,594

13.1%

Ending headcount

13,156

11,542

14.0%

2015

2014

% Change

$10,265,231

$10,112,865

1.5%

$1,697,703

$1,505,836

12.7%

$643,731

$560,690

14.8%

$383,116

$336,764

13.8%

$2.63

$2.28

15.4%

145,601

147,819

-1.5%

12,838

11,642

10.3%

13,156

11,542

14.0%

Nine months ended September 30

4

Transportation Results Q3 2015

•

Net revenue margin expansion was the result of the following factors:

•

Lower transportation costs, including fuel.

•

Change in mix of business due to faster growth in shorter length of haul freight

and the addition of Freightquote.

2015

2014

% Change

Total revenues

$3,044,500

$3,073,382

-0.9%

Total net revenues

$560,091

$497,763

12.5%

Net revenue margin

18.4%

16.2%

13.6%

Three months ended September 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%

18.4%

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

$9,122,479

$8,922,261

2.2%

$1,603,584

$1,414,295

13.4%

17.6%

15.9%

10.9%

Nine months ended September 30

5

Truckload Results Q3 2015

2015

2014

% Change

$344,715

$311,152

10.8%

Three months ended Sept 30

TRUCKLOAD NET REVENUES in thousands

North America

Truckload

Year over year change

*Pricing and cost measures are a rate per mile and

exclude the estimated impact of the change in fuel prices

•

Organic net revenue increased approximately 8 percent with

Freightquote

adding approximately 3 percent to the increase in net

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

quarter of 2014.

•

North America Truckload volume, excluding Freightquote, increased

approximately 4 percent in the third quarter of 2015 when compared to

the third quarter of 2014.

•

Volume growth in dry van and temperature controlled freight was

partially offset by decreased flatbed volume.

•

Second consecutive quarter with over 3,000 new contracted carriers.

Quarter

Volume

7%

Approximate pricing*

0%

Approximate cost*

-1%

Net revenue margin

2015

2014

% Change

$977,641

$891,651

9.6%

Nine months ended Sept 30

YTD

7%

3%

2%

6

LTL Results Q3 2015

2015

2014

% Change

$94,190

$67,968

38.6%

Three months ended Sept 30

LTL NET REVENUES in thousands

LTL

Year over year change

•

Organic net revenues increased approximately 6 percent with

Freightquote contributing approximately 33 percent to the

increase in LTL net revenues in the third quarter of 2015.

•

Organic LTL volume increased approximately 13 percent in the

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

Quarter

Volume

32%

Pricing

Net revenue margin

2015

2014

% Change

$271,084

$195,482

38.7%

Nine months ended Sept 30

YTD

31%

7

Intermodal Results Q3 2015

•

North America Intermodal net revenue, excluding Freightquote,

decreased approximately 13 percent in the third quarter of 2015

when compared to the third quarter of 2014.

•

Conversion to truckload from intermodal negatively impacted

intermodal volumes and net revenues in the third quarter of 2015.

2015

2014

% Change

$10,168

$10,593

-4.0%

Three months ended Sept 30

INTERMODAL NET REVENUES  in thousands

Year over year change

INTERMODAL

Quarter

Volume

-4%

Pricing

Net revenue margin

2015

2014

% Change

$32,219

$30,396

6.0%

Nine months ended Sept 30

YTD

5%

8

Global Forwarding Results Q3 2015

Ocean, Air and Customs

2015

2014

% Change

Ocean

$58,322

$57,380

1.6%

Air

$20,248

$20,520

-1.3%

Customs

$12,012

$11,107

8.1%

Three months ended Sept 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 1.8

percent in the third quarter when compared to the third quarter of 2014.

•

Customs net revenues increased 8.1 percent due to an increase in

transaction volume.

•

Airfreight volume and customer count increased in the third quarter of

2015 when compared to the third quarter of 2014.

2015

2014

% Change

Ocean

$167,578

$151,478

10.6%

Air

$60,483

$59,721

1.3%

Customs

$33,248

$30,751

8.1%

Nine months ended Sept 30

YTD

YTD

9

Other Logistics Services Results Q3 2015

•

Other Logistics Services net revenues include transportation

managed services, warehousing and small parcel.

•

Net revenues increased in the third quarter when compared to

the third quarter of 2014, primarily due to an increase in managed

services.

2015

2014

% Change

$20,436

$19,043

7.3%

Three months ended Sept 30

NET REVENUES  in thousands

2015

2014

% Change

$61,331

$54,816

11.9%

Nine months ended Sept 30

10

Sourcing Results Q3 2015

•

Decreases in net revenue per case in two strategic vegetable

categories resulted in year over year net revenue declines in the third

quarter.

•

Case volume grew 2.5 percent in the third quarter of 2015 when

compared to the third quarter of 2014.

2015

2014

% Change

Total revenues

$374,753

$393,980

-4.9%

Total net revenues

28,484

$29,801

-4.4%

Net revenue margin

7.6%

7.6%

0.5%

Three months ended Sept 30

SOURCING NET REVENUES  in thousands

2015

2014

% Change

$1,142,752

$1,190,604

-4.0%

$94,119

$91,541

2.8%

8.2%

7.7%

7.1%

Nine months ended Sept 30

11

in thousands

Summarized Income Statement

•

Operating income as a percent of net revenues increased versus

prior year for the fifth consecutive quarter.

•

Personnel expense growth was primarily the result of increased

headcount as variable compensation was relatively flat.

•

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 and travel expenses.

Three months ended Sept 30

2015

2014

% Change

Total revenues

$3,419,253

$3,467,362

-1.4%

Total net revenues

588,575

527,564

11.6%

Personnel expenses

264,077

244,621

8.0%

Selling, general & admin

91,787

79,606

15.3%

Total operating expenses

355,864

324,227

9.8%

Income from operations

$232,711

$203,337

14.4%

Percent of net revenue

39.5%

38.5%

2.6%

2015

2014

% Change

$10,265,231

$10,112,865

1.5%

1,697,703

1,505,836

12.7%

783,220

703,904

11.3%

270,752

241,242

12.2%

1,053,972

945,146

11.5%

$643,731

$560,690

14.8%

37.9%

37.2%

1.9%

Nine months ended Sept 30

12

Three months ended Sept 30

September 30, 2015

Cash & investments

$143,087

Current assets

$1,856,211

Total assets

$3,312,565

Debt

$1,030,000

Stockholders investment

$1,131,363

CASH FLOW DATA

BALANCE SHEET DATA

Other Financial Information

in thousands

2015

2014

% Change

Net cash provided by operating activities

$213,247

$176,954

20.5%

Capital expenditures, net

$13,206

$6,312

109.2%

•

Strong cash flow quarter

•

Total debt balance $1.030 billion

•

$500 million, 4.28% average

coupon

•

$530 million drawn on new

revolver, 1.32% current rate as

of Sept. 30, 2015

13

in thousands

Capital Distribution

•

Capital returned to shareholders during the quarter

•

$56.9 million cash dividend

•

$72.7 million in cash for repurchase activity

•

1,083,535 shares

•

Average price $67.09 for shares repurchased

•

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

2010

2011

2012 (a)

2013

2014

Q3 2015

Net income

$387,026

$431,612

$447,007

$415,904

$449,711

$139,432

Capital distribution

Cash dividends paid

$168,902

$194,697

$219,313

$220,257

$215,008

$56,931

Share repurchases

157,381

250,274

255,849

807,449 (b)

176,645

72,698

Subtotal

$326,283

$444,971

$475,162

$1,027,706

$391,653

$129,629

Percent of net income

Cash dividends paid

44%

45%

49%

53%

48%

41%

Open market share repurchases

41%

58%

57%

194%

39%

52%

Subtotal

84%

103%

106%

247%

87%

93%

(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

$383,116

$171,448

165,622

$337,070

45%

43%

88%

14

A look ahead

•

October total company net revenue growth rate is

consistent with the third quarter 2015 growth rate.

•

Strategic priorities

•

Sales and Account Management initiatives

•

Talent acquisition and development

•

Technology development and innovation

•

M&A

15

Appendix A: 2012 Summarized Adjusted Income Statement

In thousands, except per share amounts

Twelve months ended December 31, 2012

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.

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.