Good morning, ladies and gentlemen, and welcome to the C.H. Robinson Third Quarter 2013 Conference Call. [Operator Instructions] As a reminder, this conference is being recorded, Wednesday, November 6, 2013. I would like to turn the conference over to Tim Gagnon, the Director of Investor Relations.

Thank you, Lou, and good morning. On our call today will be John Wiehoff, Chief Executive Officer; and Chad Lindbloom, our Chief Financial Officer. John and Chad will provide some prepared comments on the highlights of our third quarter, and we'll follow that with a response to pre-submitted questions that we've received after our earnings release yesterday afternoon. Please note that there are presentation slides that accompany our call to facilitate our discussion. The slides can be accessed in the Investor Relations section of our website, which is located at chrobinson.com. John and Chad will be referring to these slides in their prepared comments. I'd like to remind you that comments made by John, Chad or others representing C.H. Robinson may contain forward-looking statements, which are subject to risks and uncertainties. Our SEC filings contain additional information about factors that could cause actual results to differ from management's expectations. And before I turn it over to John, I'd like to mention that similar to our quarter 1 and quarter 2 earnings releases, we have provided pro forma financial measures for net revenue and income from operations to provide meaningful insight and an alternative perspective of our results of operations. We believe that these pro forma financial measures reflect an additional way of analyzing aspects of our ongoing operation, that when viewed with our actual results, provides a more complete understanding of the factors and trends affecting our business. A reconciliation of actual results to pro forma numbers is provided in Appendix A, B and C at the end of our slide deck. With that, I'll turn it over to John to begin his prepared comments on Slide 3, with a review of our Q3 2013 results.

Okay, thank you, Tim, and thanks, everybody, for taking time to listen to our call this morning. If you look on that Slide 3 with the Q3 2013 results, just highlighting our top line enterprise metrics that we always refer to, total revenues were up 15.1% to $3.3 billion. Total net revenues grew at 7.1%. Income from operations decreased 5.8%, and earnings per share was down 4.2% to $0.69 per share. The total revenue of the company consisted of, the revenue growth consisted of approximately half acquired revenues and half organic growth from new business. The net revenue margin compression has been a significant topic that obviously was a challenge for us again in the quarter, and we'll be speaking to that across the various service lines. Another statement that we make upfront is that we continue to invest in the business and have confidence in our strategy. There's quite a bit of messages in here, and one of the things that we hope you understand and take away from this call is that we do have very strong disciplines around how and when we grow our business and how we add people and make the investments to those networks, and we continue to feel good about the choices we're making, our productivity and our profitability. And again, I'll walk you through more of that as the comments progress. Lastly, we referenced our accelerated share repurchase activity. One of our initiatives is to use our balance sheet, and we've disclosed in the past our accelerated share repurchase activity. Because that happened later in the quarter and because of some upfront costs, there was no meaningful impact from that transaction in the third quarter. But Chad will cover it in more detail, and we do expect some impact from that in…

Thanks, John. On Slide 13, we're going to cover some cash flow and balance sheet information. We have a strong operating cash flow in the second quarter 2013, although it might not look like it comparing it to the -- or the third quarter of 2013, although it might not look like it comparing to the third quarter of 2012. 2012 third quarter is a tough comparison. Our gross revenues between quarter 2 of 2012 and quarter 3 of 2012 fell sequentially, which drove a sequential drop in our accounts receivable. That obviously had a positive impact on operating cash flow. This year, we did not experience a sequential drop in gross revenues and did not have that decline in our accounts receivable. But when you look at where it turned out for the quarter, it exceeded net income and it was right in line with our benchmark of having operating cash flow match net income in most quarters. Again, although the year-to-date cash flows look low compared to last year, it's important to remember that in quarter 1 of this year, our operating cash flows were impacted by a $100 million tax payment related to last year's sale of T-Chek. It was basically the tax on the gain -- the taxable gain when we divested T-Chek last year. Moving on to CapEx. Our capital expenditures are within the plan we outlined earlier this year. We continue to believe we will have approximately $50 million to $55 million of CapEx, including the construction of another office building on our campus in Minnesota, which will replace a facility we are currently leasing. We ended the quarter with $850 million of debt. As previously announced this quarter, we borrowed $500 million in a private placement transaction. The proceeds were used to enter…

Okay, on Slide 15, which is the last slide that we'll have prepared comments to. Beyond that are some of the appendixes and reconciliations for anybody who wants to better understand or check the math on some of the pro forma calculations. But in terms of a look ahead, the third-party logistics business and ours, there's been a couple of key metrics that have always been what has driven our success and we believe drives our competitors as well, too. If you look at the buy-sell margins or the net revenue margins in the marketplace, that is a significant driver of what's happening with our growth and our profitability. Beyond that, if you look at the, as I mentioned earlier, the deployment of people and technology and the operating expenses and how efficient are you at generating income, that would be the kind of the second component of a service business like ours and looking at how you're doing. There's no question, as I laid out on the earlier slide, that our net revenue margins and our buy-sell margins in the marketplace have come under pressure the last several years. And we do see that while -- our first bullet point is repeating what I said a quarter ago, that when we look ahead at the marketplace conditions, what we're seeing in October and what we're experiencing in our business, that it is going to be difficult for us to grow our earnings in the fourth quarter of 2013. In addition, some of the comments I made earlier about when we look at how is our business performing and what are the choices that we're making as a team to respond to this environment and what are we doing, tried to highlight those on Page 15 here around, first and…

Thanks, John. And as mentioned, thank you to everybody who submitted questions. We have a lot of them, so I'll do my best to keep us moving and cover as many as possible in the next 25 minutes or so. So I'm going to jump right into it. And the first question is for John. And I'm going to try to read these questions as they were asked, just to try to make sure that we answer the questions pretty specifically. So the first question, again, to John. After a number of quarters of disappointing growth, do you believe there's been a structural shift in your business that means your earnings growth rate will be lower in a more permanent way?

This is a question that we have received quite a bit the last 3 years and will address more specifically a couple of weeks from now in our Investor Day. But we do feel that there has been some changes in the marketplace, obviously, around how shippers are handling their supply chain. And as we have acknowledged, and all of you have acknowledged numerous times, many of the services being much more competitive in the marketplace. I don't think all of the structural shifts are necessarily permanent. The contracting supply chains, the focus on efficiency versus growth, I do think that while those are -- have been here for a number of years and likely aren't going to go away in the next couple of quarters, that hopefully, there will be periods of time in the future where supply chains are extending and companies are more focused on growth initiatives or looking at the marketplace different. So while we will be investing in our business and we still feel that double-digit growth goals in the long term are attainable for us, we would acknowledge that there has been some changes in the marketplace over the last couple of years that have impacted our earnings growth rates and will for the future.

Okay, the next question is for Chad. And again, I'll read this verbatim here. Traditional CHRW has incentivized branches to grow net revenue, and for only the fifth time since 2001, we saw net revenue declined sequentially in Q3, despite a sequential increase in gross revenue, which occurred in a relatively static demand environment. Has something changed in CHRW's incentive compensation that would cause this type of behavior? Our impression was that employees see profitability metrics before booking a load. Has this changed? Is management considering other measures to get more aggressive about repricing unprofitable business?

Okay, the core financial incentives have stayed consistent within our branches, and they're all based on one measure of profitability or another. Sometimes it's net revenue. Sometimes it's pretax, pre-bonus profits of the branch that they work in. So there has been no material shift in our profit incentives. We have talked at great length in recent quarters about the impacts of the market and its impacts to our net revenue margins, primarily in truckload. However, our branches have continued to focus on adding market share for the long-term success of the company and being able to grow faster in better environments, as John highlighted just recently. All of our business is priced with the intention of it being profitable. However, we are usually committing to move loads at a specific rate to customers, both in spot and committed business, before we know the exact price we're going to pay the carrier. Obviously, this causes us to have net revenue margins different than we would have planned it. Our branches are consistently looking at their book of business and consistently pricing freight when they think it's warranted, including if we are losing money on an overall customer relationship. At times, we will lose some business based on this repricing activity, but it's important to understand that we take a longer-term view of that and look at the relationship with the customer as a whole over time and understand that part of our business model of committing to pricing to customers in advance of knowing the cost of capacity means we will lose money on loads, and we do lose money on a small number of loads, a relatively small number of loads every day. I think with all those comments, it's also important to realize that even in this difficult environment, we haven't been able to grow our net revenues as fast as our volumes. We have seen compression in our net revenue margins, as well as our operating margins, operating income to net -- as measured by operating income to net revenue. But I think it's also important to realize that they still are industry-leading metrics. So back to one of John's comments is we do have a very profitable business. We are managing the profitability, but we have to continue -- or we believe it's best to continue to focus on expanding our market share and growing the business for the long-term shareholder value.

The next question is for John. And the question is, why does CHRW continue to invest in headcount to grow its truck brokerage volume when the gross margin remains under significant pressure?

So as I said in my prepared comments, and all these kind of tie together, so this is probably the last question we'll take under this theme, but it really is kind of the recurring theme of when you analyze Robinson and its performance for the last 3 years, there is no question in our minds that net revenue margin compression is the #1 challenge and the #1 earnings headwind and topic that we have. If you look at $9 billion or whatever our revenues are for the quarter, and more than half of that being North America truckload and after the last 3 or 4 years, more than a 5% margin compression on that buy-sell relationship, if you look at the margin differential and the pressure that, that's put on our business, that clearly, in our minds, is the foundation of why we've had a difficult time to grow our earnings. Separately, when you look at our people, our network, our value add, our service levels, our headcount, we think those metrics are pretty strong today. And we continue to drive them, and we continue to think that we can add value by taking market share, increasing our scale and preparing ourselves for more favorable environments to grow our earnings. The question around why do we continue to add people and aggressively go after share, that's certainly a valid question that you can ask of us. I think it's profitable business. As Chad said, we know in the long term, scale is a very important thing for us. It provides a lot of value around the growth and continuity of our team internally. And I believe that if you understand that basically the entire supply side of the truck stuff reprices fairly aggressively, that if we were not aggressively going after market share and looking to add people, it's not like our static business would have remained equally profitable and that we would have had flat net revenue with flat volumes. We have to get incremental volume in this type of an environment to replace that net revenue that we lose on the business -- on the current book of business where the margin compresses. So while I understand it's a valid question, from our point of view, there really is not a lot of critical thinking around whether or not it makes sense to continue to go after market share in this environment. And we do believe that we're doing it pretty efficiently and profitably.

Thanks, John. The next question relates to our global forwarding business. And I will tackle these because it's a couple of quick questions around some correlations, I think, to our truckload business or some of the metrics that we've shared in the past. So really, 2 questions are weaved together. The first is, how much of your ocean and air capacity is accessed on a spot basis and how much on a contracted basis? And what is the typical length of the contract for ocean and air capacity? And so the answer there, really, is a little bit different for air and ocean. About half of our air freight is committed or on block space agreements from a capacity standpoint. And then within the ocean service, almost all of our -- nearly all of our space is committed around block space. And the typical contract is an annual contract with the providers there. And again, the related question, if you put the perspective to the customer aside, how much of your ocean and air business is priced to the customer on a contracted basis and how much is on a spot market basis? And the answer here is in the air and ocean, or in the forwarding business, a good percentage, nearly all of our business has some level of agreement with, or commitment to, with customers. Similar to agreements with customers in our truckload business, those agreements are typically annual agreements, and the pricing really occurs more on the customer terms. So not necessarily a January 1 through December 31 agreement, it's more based on customer terms there and some of the seasonality of the forwarding business. So I'm going to move on to our next question here. And this question will be for Chad. And the question is, what drove the year-over-year acceleration in North America truckload rate per mile, plus 4% in 3Q '13? Truckload market pricing during 3Q '13 only improved slightly for public TL carrier rate per mile and other pricing metrics. Curious as to why CHRW saw such a dramatic increase in its truckload purchased transportation cost during the quarter. Was mix or hours of service change a factor in driving the pricing up significantly?

Thanks, Tim. And I think John covered this pretty well in his prepared remarks, but I'll give some answers or some additional color. When you look at our mix of business and how it is changing, one of the biggest things we're seeing is our average length of haul continues to decline. That being said, we still have, on average, a pretty long length of haul. So when you look at our overall rate per mile on our purchased transportation increasing faster than the market as a whole, part of that is that shift towards us growing in the shorter haul. Shorter-haul business, on an average, has a higher rate per mile than long-haul business. So our volume in our short-haul business in North America, and short-haul being defined as less than 250 loads, was up approximately 15% during the quarter. So that increase of that mix is a significant contributor to our above overall market rate per mile increase. On the other end of the spectrum, we still do have a significant amount of long-haul truckload freight. Hours of service, we believe, had a disproportionate impact on that long-haul freight because of the multi-day, sometimes 3-day, 4-day shipment times of that freight, and the new rules have definitely impacted the efficiency of the longer-haul carriers or at least the longer-haul loads, disproportionately to the marketplace as a whole. The publicly held truckload carriers tend to have at least proportionately less long-haul freight than we do and have a significantly shorter average length of haul than we do.

Okay. Thanks, Chad. So the next question also in the truckload area, and this is for John. CHRW saw improved North America truckload volume growth year-over-year during 3Q '13. What were your factors in accelerated growth? Were there more opportunities in the market, given hours of service rule change, or were there other drivers of accelerated North America truckload volume?

I probably danced around this question a little bit already, but in terms of going after that North America market share and how we were successful at growing our volume, there's no question that volume activity does bounce around and comps can have a little bit to do with that, in terms of our growth rate. I believe that we went after market share in the third quarter very similarly to how we always do, which is adding people to the network, aggressively selling and going out in the marketplace. So I don't think there was anything particularly unusual or different. We did, for the first time during parts of the quarter, see some of the metrics that we track around route guide depth and the supply and demand relationship in the marketplace, we did see a very minor amount of tightening during the quarter, which could have contributed to some incremental spot market or freight opportunities. It's not anything that begins a trend and it's bounced around a lot during the quarter. And it could be, as many of us have discussed, more from contraction on the supply side rather than absolute freight demand in the marketplace. But there could have been some minor tightening during portions of the quarter that helped accelerate the volume growth.

Thanks, John. The next question again to John. What are your thoughts on the direction of truckload net revenue margins? Do you think we've hit the bottom or are competitive dynamics such that you think there's more pressure ahead?

I think this has probably been the core source of frustration, both internally and externally. I know for those of you who are trying to understand and forecast our earnings, none of us knows when truckload margins will hit bottom. There's been a number of times over the last couple of years where we've hoped we were there and we hope we're there again now. We try to be candid about the fact that even when we do hit a bottom on the margin compression, that there's probably some lingering comparisons that will continue for a period of time. So it's hard to say. As I outlined earlier, there's shippers' attitudes, there's fundamental changes in the supply chain, there's competitive pressures, both from other 3PLs and from the fact that carriers themselves are more reluctant to add equipment and more inclined to try to subcontract or broker equipment themselves as well, too. So those dynamics do create and have obviously created some interesting challenges for us. If you look at the magnitude of margin compression that's already occurred in the last 3 or 4 years and what it takes to operate a business, we're hoping that we're getting to the bottom of the cycle, but we've always been very open with the fact that it changes daily and it's very difficult to forecast or predict. If we knew, we would share it with you, but we will continue to react to the marketplace and adjust our business the best we can.

Okay. Thanks, John. So the next question, I will respond to. The question is, what percentage -- what percent of your trucking business is moved by large carriers with 1,000 truck fleets or larger? And the simple answer to that is about 5% of our year-to-date truckload shipments, that's through September 30, are with large carriers with greater than 1,000 trucks. That's a pretty consistent number for us over our historical performance as well. The next question transitions into a question around our Sourcing business. This is for Chad. And the question is, you noted in your earnings release a loss of commodity business with a large customer. Can you speak to what caused the loss and what are your thoughts for this segment going forward?

Sure. We did mention that there was 2 primary -- 2 biggest drivers of the net revenue decline were the loss of a couple of commodities with one of our large customers. In that case, the customer has gone direct on a couple of different commodities and that impact -- this was the first quarter of the implementation, so it probably wasn't fully implemented at the beginning of the quarter. But that impact should be there primarily for the next 3 quarters, with maybe a little bit in next year's third quarter, since it happened during the quarter. In addition to that, there was a weather impact that we talked about, and those should be -- I can't call them onetime, because there's going to be other bad weather quarters, I'm sure, in the future, but they are pretty infrequent thing that you wouldn't expect to repeat themselves.

Thanks, Chad. Well, moving on to a question around the LTL business, and this question is for John. Clarification on commentary around LTL marketing being competitive. Other LTL players have been suggesting that pricing is pretty rational in this segment of the market. Does your net revenue margin pressure mean that you're having to pay more than expected for access to capacity or are there some other considerations we may be missing?

When we look at the LTL service line in comparison to truckload, in particular, in North America, which is where the bulk of the revenue comes from right now, while we rely on close to 50,000 carriers for all of our capacity and many of them being much smaller, as Tim answered in the earlier comment, in the LTL world, just based upon the industry landscape, there are a couple of hundred LTL carriers that make up in the high 90% of the capacity that is available in North America and what we would rely on. The pricing and the competitive dynamics are very different in the LTL world. We do feel like we have consistent and good access to those relationships and that capacity that's out there. As I mentioned earlier, the LTL area is something where the routing and the tendering and the processes and the technology have a significant impact on what is the most efficient answer for any given customer or any given shipment out there. And we do continue -- I think this is probably the area where technology and 3PL competitors continue to improve and increase. And while we feel very confident about what we think is an industry-leading position and ability to add value, we do see more competitive pressures in the LTL arena as well, too. And really, the -- again, the origin of the comment in the deck was more around making the point that when we think about margin compression and the confirmation that some of the marketplace conditions really are about a different approach from shippers to their transportation spend and how they're thinking about their logistics, that for us, LTL gets included in that margin compression challenge.

Thanks, John. The next question is for the intermodal service line, and this question is for Chad. What is your general intermodal strategy? How much are you exposed to international versus domestic intermodal? Why are you seeing volume declines when the intermodal market is growing? How many of your own containers do you now have? And what is the plan going forward?

Okay. Our intermodal strategy is almost entirely focused on domestic shipments. So 53-foot boxes versus the inland portion of our -- of ocean containers. Most of the larger steamship lines manage those inland ocean container movements on their own. And in fact, even when we have, for example, L.A. to Chicago, ocean container continuation on the rail, we're usually relying on the steamship line to provide that repositioning service. Occasionally, we do help the steamship lines by loading domestic freight into 40-foot containers to help them reposition them back to the ports. But primarily, we're focusing on business that is dedicated domestic intermodal and focusing on looking for opportunities to convert truckload freight to intermodal, both on a permanent basis and on more of a transactional, market-by-market basis. We currently own about 1,000 -- or we currently own 1,000 -- I should correct myself, 998 containers. We've had 2 destroyed, but as far as how many containers will we have in the future, we're continuously assessing our needs on our capacity in that arena. We do not currently have any outstanding plans to order any containers, but all of that could shift in the future.

Okay. Thanks, Chad. And the next question again is for Chad. And it is, is there any reason why CHRW keeps so much cash on its balance sheet, even though the company now has access to a credit revolver? Have management's priorities for deploying excess cash changed?

That is a good question and one that I understand why people could be confused by. We don't have immediate access to all the cash in our balance sheet. There's a significant -- over half of that cash that's on the September balance sheet is in foreign bank accounts. In some cases, there's foreign currency controls on releasing that money. And in some cases, there's tax consequences into repatriating that earnings. That being said, we are looking at all of our foreign cash balances and have been and will continue to look for ways to minimize the amount of cash overseas. In addition to that, the majority of the cash that is on the balance sheet is made up of recent collections. When we receive checks from our customers, we are not able to invest and/or pay back debt with that money until the corresponding bank has funded the money to our bank. So basically, it's the float on deposits, plus the cash that's tied up in foreign bank accounts.

Okay. Thank you. The next question is for John. And it is, how much would you be willing to use your balance sheet to engage in M&A activity? Is there a certain leverage target beyond which you are not comfortable?

I think as I talked earlier about, we are using our balance sheet in making sure that we have a optimum capital structure to try to create value and improve our earnings going forward. But what I like about this question and I think is relevant is that we have always, and still today, from an M&A perspective, consider any opportunity that we think can create value or improve Robinson's position in the marketplace, and that's exactly the attitude that we would have going forward. I don't believe there's ever been a financial limitation, and I don't think there will be in the future, in terms of the type of M&A activity that we would explore. So while we are taking on some leverage, we do not intend to ever become a highly leveraged company or to have an inordinate amount of debt. But it is our plan for the foreseeable future, that as we explore M&A opportunities, that we will have all the financial freedom that we need to do whatever makes sense, and that we'll continue to use dividends and share repurchases for the optimization of the capital structure. In our business, as I talked earlier around global forwarding and kind of the market share gains that we're going after, it's incredibly important that you have consistent and good service experiences with your customers and that you don't disrupt things by -- or destroy your culture by integrating too fast or too aggressively and inappropriately. And so the real throttle on our acquisition activity is how fastly we think we can integrate and assimilate businesses into our culture without disrupting the service levels to our customers.

Yes, as far as a little more specifics on the debt leverage, the question actually said EBITDA -- or total debt-to-EBITDA. Today, we're a little bit over 1. We're going to use our ongoing share repurchase activities to try to manage the business to somewhere between 1 and 1.5 leverage ratio on that measure. As far as where would we limit it, today we feel like we would limit it at about 2.5x, which if we were rated, we're not rated today, but if we were rated, we think that would maintain a BBB or better rating, which is kind of where we're drawing the line. We want to stay investment grade. We need financial viability in the marketplace. It's very important to our customers and our carriers. So based on that, if we needed more debt for an acquisition, we have approximately $1 billion of capacity today. Obviously, we could do things with equity if we exceeded that need in an acquisition opportunity.

Okay. Thank you, John and Chad. Unfortunately, we're out of time. We apologize that we couldn't get to all of the questions today. We want to thank you for participating in our third quarter 2013 conference call. This call will be available for replay in the Investor Relations section of the C.H. Robinson website at www.chrobinson.com. It will also be available by dialing 1(800) 406-7325 and entering the passcode 4642488#. The replay will be available a bit later on this morning. If you have additional questions, please feel free to call me, Tim Gagnon, at (952) 683-5007 or by e-mail at tim.gagnon@chrobinson.com. Thank you.