Prepared by R.R. Donnelley Financial -- Form 10-Q
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
/x/
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    
 
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
    
 
QUARTERLY PERIOD ENDED MARCH 31, 2002
 
OR
 
/  /
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    
 
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
    
 
TRANSITION PERIOD FROM                          TO                     
 
Commission File Number
000-23189
 
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
41-1883630
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
8100 Mitchell Road, Eden Prairie, Minnesota
 
55344-2248
(Address of principal executive offices)
 
(Zip Code)
 
(952) 937-8500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
Yes     /x/            No    /   /            
 
As of April 30, 2002, the number of outstanding shares of the registrant’s common stock was 84,549,708.
 


PART I — FINANCIAL INFORMATION
 
ITEM 1.    Financial Statements
 
C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
 
ASSETS
  
March 31, 2002

    
December 31, 2001

 
    
(unaudited)
        
CURRENT ASSETS:
                 
Cash and cash equivalents
  
$
118,037
 
  
$
115,741
 
Receivables, net of allowance for doubtful accounts of $24,681 and $23,011
  
 
360,063
 
  
 
370,378
 
Deferred tax asset
  
 
11,104
 
  
 
12,164
 
Prepaid expenses and other
  
 
4,151
 
  
 
4,932
 
    


  


Total current assets
  
 
493,355
 
  
 
503,215
 
PROPERTY AND EQUIPMENT, net
  
 
29,799
 
  
 
30,920
 
INTANGIBLE AND OTHER ASSETS, net
  
 
162,808
 
  
 
149,355
 
    


  


Total assets
  
$
685,962
 
  
$
683,490
 
    


  


LIABILITIES AND STOCKHOLDERS’ INVESTMENT
                 
CURRENT LIABILITIES:
                 
Accounts payable
  
$
267,455
 
  
$
267,708
 
Accrued expenses –
                 
Compensation and profit-sharing contribution
  
 
11,756
 
  
 
32,098
 
Income taxes and other
  
 
28,447
 
  
 
23,722
 
    


  


Total current liabilities
  
 
307,658
 
  
 
323,528
 
LONG TERM LIABILITIES:
                 
Deferred tax liability
  
 
3,922
 
  
 
3,241
 
Non-qualified deferred compensation obligation
  
 
1,872
 
  
 
906
 
    


  


Total liabilities
  
 
313,452
 
  
 
327,675
 
    


  


STOCKHOLDERS’ INVESTMENT:
                 
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding
  
 
—  
 
  
 
—  
 
Common stock, $0.10 par value, 130,000 shares authorized; 85,040 and 85,008 shares issued, 84,567 and 84,457 shares outstanding
  
 
8,457
 
  
 
8,446
 
Additional paid-in capital
  
 
98,940
 
  
 
99,551
 
Retained earnings
  
 
286,485
 
  
 
270,711
 
Deferred compensation
  
 
(6,951
)
  
 
(6,247
)
Cumulative other comprehensive loss
  
 
(1,253
)
  
 
(1,592
)
Treasury stock at cost (473 and 551 shares)
  
 
(13,168
)
  
 
(15,054
)
    


  


Total stockholders’ investment
  
 
372,510
 
  
 
355,815
 
    


  


    
$
685,962
 
  
$
683,490
 
    


  


 
The accompanying notes are an integral part of these condensed consolidated balance sheets.

2


 
C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share data)
(unaudited)
 
    
Three Months
Ended March 31,

 
    
2002

  
2001

 
GROSS REVENUES
  
$
740,031
  
$
732,484
 
COST OF TRANSPORTATION AND PRODUCTS
  
 
626,434
  
 
619,175
 
    

  


GROSS PROFIT
  
 
113,597
  
 
113,309
 
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
               
Personnel expenses
  
 
58,886
  
 
57,263
 
Other selling, general, and administrative expenses
  
 
20,873
  
 
26,672
 
    

  


Total selling, general, and administrative expenses
  
 
79,759
  
 
83,935
 
    

  


INCOME FROM OPERATIONS
  
 
33,838
  
 
29,374
 
INVESTMENT AND OTHER INCOME
  
 
328
  
 
506
 
    

  


INCOME BEFORE PROVISION FOR INCOME TAXES
  
 
34,166
  
 
29,880
 
PROVISION FOR INCOME TAXES
  
 
13,324
  
 
11,746
 
    

  


NET INCOME
  
 
20,842
  
 
18,134
 
OTHER COMPREHENSIVE GAIN (LOSS):
               
Foreign currency translation adjustment
  
 
339
  
 
(38
)
    

  


COMPREHENSIVE INCOME
  
$
21,181
  
$
18,096
 
    

  


BASIC NET INCOME PER SHARE
  
$
0.25
  
$
0.21
 
    

  


DILUTED NET INCOME PER SHARE
  
$
0.24
  
$
0.21
 
    

  


BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
  
 
84,567
  
 
84,372
 
DILUTIVE EFFECT OF OUTSTANDING STOCK AWARDS
  
 
1,411
  
 
1,383
 
    

  


DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
  
 
85,978
  
 
85,755
 
    

  


 
The accompanying notes are an integral part of these condensed consolidated statements.

3


 
C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
    
Three Months
Ended March 31,

 
    
2002

    
2001

 
OPERATING ACTIVITIES:
                 
Net income
  
$
20,842
 
  
$
18,134
 
Adjustments to reconcile net income to net cash provided by operating activities–
                 
Depreciation and amortization
  
 
3,542
 
  
 
4,838
 
Deferred compensation expense
  
 
222
 
  
 
183
 
Deferred income taxes
  
 
1,741
 
  
 
3,214
 
Loss on sale of assets
  
 
—  
 
  
 
18
 
Changes in operating elements–
                 
Receivables
  
 
14,431
 
  
 
(6,261
)
Inventories
  
 
190
 
  
 
(156
)
Prepaid expenses and other
  
 
601
 
  
 
(905
)
Accounts payable
  
 
(1,563
)
  
 
(9,155
)
Accrued compensation and profit sharing contribution
  
 
(20,346
)
  
 
(19,449
)
Accrued income taxes and other
  
 
4,725
 
  
 
10,384
 
    


  


Net cash provided by operating activities
  
 
24,385
 
  
 
845
 
    


  


INVESTING ACTIVITIES:
                 
Purchases of property and equipment, net
  
 
(1,576
)
  
 
(2,419
)
Cash paid for acquisitions, net
  
 
(15,716
)
  
 
  —  
 
Other, net
  
 
(93
)
  
 
(1,548
)
    


  


Net cash used for investing activities
  
 
(17,385
)
  
 
(3,967
)
    


  


FINANCING ACTIVITIES:
                 
Sale of common stock
  
 
2,902
 
  
 
1,866
 
Repurchase of common stock
  
 
(2,542
)
  
 
(2,867
)
Cash dividends
  
 
(5,064
)
  
 
(4,220
)
    


  


Net cash used for financing activities
  
 
(4,704
)
  
 
(5,221
)
    


  


Net increase (decrease) in cash and cash equivalents
  
 
2,296
 
  
 
(8,343
)
CASH AND CASH EQUIVALENTS, beginning of period
  
 
115,741
 
  
 
79,912
 
    


  


CASH AND CASH EQUIVALENTS, end of period
  
$
118,037
 
  
$
71,569
 
    


  


 
The accompanying notes are an integral part of these condensed consolidated statements.

4


 
C.H. ROBINSON WORLDWIDE INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
 
General:
 
Basis of Presentation
 
C.H. Robinson Worldwide, Inc. and its Subsidiaries (“the Company,” “we,” “us,” or “our”) is a leading global provider of multimodal transportation services and logistics solutions, operating through a network of 144 offices in North America, South America and Europe. The condensed consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and its majority owned and controlled subsidiaries. Minority interests in subsidiaries are not significant. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements.
 
The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for the three months ended March 31, 2002 and 2001 are not necessarily indicative of results to be expected for the entire year. Pursuant to SEC rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from these statements. The condensed consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K.
 
2.
 
New Accounting Pronouncements
 
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, “Business Combinations”, and SFAS No. 142, “Goodwill and Other Intangible Assets”, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized but will be subject to annual impairment tests in accordance with SFAS No. 142. Other intangible assets will continue to be amortized over their useful lives. The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. We adopted SFAS No. 142 effective January 1, 2002.
 
As of March 31, 2002, we had goodwill and other intangible assets of $157.4 million that are subject to the provisions of SFAS No. 142 consisting of $155.5 million of unamortizable goodwill and intangible assets and $1.9 million of other amortizable intangible assets. We acquired the operating assets and certain liabilities of Smith Terminal Transportation Services (FTS) on January 15, 2002 which resulted in $12.0 million of unamortizable goodwill and $0.8 million of other intangible assets. We are in the process of completing an impairment test to determine the impact of adopting SFAS No. 142 on our earnings and financial position, and believe that the results of the initial impairment test of goodwill will not result in any transitional impairment losses as a cumulative effect of a change in accounting principle. Had SFAS No. 141 and 142 been effective January 1, 2001, net income and earnings per share would have been reported as the following amounts (in thousands, except per share data):

5


 
    
Three Months
Ended March 31,

    
2002

  
2001

Reported net income
  
$
20,842
  
$
18,134
Add: Goodwill amortization, net of tax
  
 
—  
  
 
798
    

  

Adjusted net income
  
$
20,842
  
$
18,932
    

  

Reported basic earnings per share
  
$
0.25
  
$
0.21
Add: Goodwill amortization, net of tax
  
 
—  
  
 
0.01
    

  

Adjusted basic earnings per share
  
$
0.25
  
$
0.22
    

  

Reported diluted earnings per share
  
$
0.24
  
$
0.21
Add: Goodwill amortization, net of tax
  
 
—  
  
 
0.01
    

  

Adjusted diluted earnings per share
  
$
0.24
  
$
0.22
    

  

 
Amortization expense for the three months ended March 31, 2002 was $188,000. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets as of March 31, 2002 is as follows:
 
2002
  
$698
2003
  
577
2004
  
546
2005
  
162
2006
  
162
 
ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion of our financial condition and results of operations should be read in conjunction with the our Condensed Consolidated Financial Statements and Notes thereto.
 
General
 
Gross revenues represent the total dollar value of services and goods we sell to our customers. Our costs of transportation and products include the contracted direct costs of transportation, including motor carrier, rail, ocean, air, and other costs, and the purchase price of the products we source. We act principally as a service provider to add value and expertise in the execution and procurement of these services for our customers. Our gross profit (gross revenues less cost of transportation, products, and handling) is the primary indicator of our ability to source, add value and resell services and products that are provided by third parties, and is considered by management to be our primary measurement of growth. Accordingly, the discussion of results of operations below focuses on the changes in our gross profit. Prior to our 2001 Annual Report filed on Form 10-K, gross profit was referred to as net revenues in our financial statements, company materials, and reports filed with the SEC.
 
In the transportation industry, results of operations generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. In recent years, our income from operations has been lower in the first quarter than in the other three quarters. Seasonality in the transportation industry has not had a significant impact on our results of operations or our cash flows in recent years. Also, inflation has not materially affected our operations due to the short-term, transactional basis of our business. However, we cannot fully predict the impact seasonality and inflation may have in the future.

6


 
Results of Operations
 
The following table summarizes our gross profit by service line:
 
    
Three Months Ended
March 31,

 
    
2002

  
2001

  
% change

 
Gross profit (in thousands)
                    
Transportation:
                    
Truck
  
$
85,952
  
$
87,208
  
(1.4
)%
Intermodal
  
 
4,168
  
 
3,745
  
11.3
 
Ocean
  
 
3,839
  
 
3,475
  
10.5
 
Air
  
 
553
  
 
663
  
(16.6
)
Miscellaneous
  
 
2,056
  
 
1,637
  
25.6
 
    

  

      
Total transportation
  
 
96,568
  
 
96,728
  
(0.2
)
Sourcing
  
 
11,324
  
 
11,530
  
(1.8
)
Information services
  
 
5,705
  
 
5,051
  
12.9
 
    

  

      
Total
  
$
113,597
  
$
113,309
  
0.3
%
    

  

      
 
The following table represents certain statement of operations data shown as percentages of our gross profit:
 
    
Three Months Ended
March 31,

 
    
2002

    
2001

 
Gross profit
  
100.0
%
  
100.0 
%
Selling, general, and administrative expenses:
             
Personnel expenses
  
51.8
 
  
50.6
 
Other selling, general, and administrative expenses
  
18.4
 
  
23.5
 
    

  

Total selling, general, and administrative expenses
  
70.2
 
  
74.1
 
    

  

Income from operations
  
29.8
 
  
25.9
 
Investment and other income
  
0.3
 
  
0.5
 
    

  

Income before provision for income taxes
  
30.1
 
  
26.4
 
Provision for income taxes
  
11.8
 
  
10.4
 
    

  

Net income
  
18.3 
%
  
16.0 
%
    

  

 
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
 
Gross Profit.    Gross revenues for the three months ended March 31, 2002 were $740.0 million, an increase of 1.0% over gross revenues of $732.5 million for the three months ended March 31, 2001. Gross profit for the three months ended March 31, 2002 was $113.6 million, an increase of 0.3% over gross profit of $113.3 million for the three months ended March 31, 2001. This was a result of a decrease in transportation services gross profit of 0.2% to $96.6 million, a decrease in sourcing gross profit of 1.8% to $11.3 million and an increase in information services gross profit of 12.9% to $5.7 million. Our gross profit typically grows at a different rate than our gross revenues due to the mix of services we provide.
 
Transportation gross profit was 85.0% of our total gross profit for the quarter. Our transportation gross profit declined by 0.2% in the first quarter primarily due to a decline of 1.4% in our truck transportation gross profit, which comprises 89% of total transportation gross profit. The decline in truck gross profit was due to a slight decline in truckload volumes, offset by a slight increase in truckload gross profit per transaction and an increase in our less-than-truckload gross profit.

7


 
Sourcing gross profit decreased 1.8% in the first quarter, as we continue to experience a transition in the customer base of our sourcing business. The Company continues to see the trend of less volume with its traditional business with produce wholesalers, which is offset by increases in volume and gross profit with large retailers.
 
Information services gross profit increased 12.9% in the first quarter. Gross profit related to T-Chek, which now comprises 100% of information services, increased 19.4 % during the quarter. This increase is due to growth in our customer base and a changing fee structure in the industry.            
 
Selling, General, and Administrative Expenses.    Personnel expenses for the three months ended March 31, 2002 were $58.9 million, an increase of 2.8% over personnel expenses of $57.3 million for the three months ended March 31, 2001. Personnel expenses as a percentage of gross profit increased to 51.8% for the three months ended March 31, 2002 compared to 50.5% for the three months ended March 31, 2001 due to faster growth in our employee count compared to our gross profit growth.
 
Other selling, general, and administrative expenses for the three months ended March 31, 2002 were $20.9 million, a decrease of 21.7% from $26.7 million for the three months ended March 31, 2001. Amortization of goodwill and certain intangible assets has been eliminated due to the adoption of a new accounting standard effective January 1, 2002, which reduced amortization expense by $1.3 million in the first quarter. In addition, we had notable declines in communications costs, travel expenses, and contractor costs.
 
Income from Operations.    Income from operations was $33.8 million for the three months ended March 31, 2002, an increase of 15.2% over $29.4 million for the three months ended March 31, 2001. Income from operations as a percentage of gross profit was 29.8% and 25.9% for the three months ended March 31, 2002 and 2001.
 
Investment and Other Income.    Investment and other income was $0.3 million for the three months ended March 31, 2002, a decrease of 35.2% from $0.5 million for the three months ended March 31, 2001. This is due to lower interest rates associated with our short-term investments. Our cash and cash equivalents as of March 31, 2002 increased $46.5 million over the balance as of March 31, 2001.
 
Provision for Income Taxes.    Our effective income tax rates were 39.0% and 39.3% for the three months ended March 31, 2002 and 2001. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit.
 
Net Income.    Net income was $20.8 million for the three months ended March 31, 2002, an increase of 14.9% over $18.1 million for the three months ended March 31, 2001. Basic net income per share increased by 19.0% to $0.25 from $0.21 per share in 2001. Diluted net income per share increased 14.3% to $0.24 from $0.21 per share in 2001.
 
Liquidity and Capital Resources
 
We have historically generated substantial cash from operations which has enabled us to fund our growth while paying cash dividends and repurchasing stock. Cash and cash equivalents totaled $118.0 million and $115.7 million as of March 31, 2002 and December 31, 2001.
 
We generated $24.4 million and $0.8 million of cash flow from operations for the three months ended March 31, 2002 and 2001. The fluctuation in cash from operations was due primarily to improved receivables collection and slower gross revenue growth.
 
We used $17.4 million and $4.0 million of cash and cash equivalents for investing activities for the quarter ended March 31, 2002 and 2001. In January 2002, we acquired the operating assets and certain liabilities of Smith Terminal Transportation Services (FTS) for $15.7 million. For the quarter ended March 31, 2002 and 2001, we purchased $1.6 million and $2.4 million of property and equipment, consisting primarily of computers and related equipment.

8


 
We used $4.7 million and $5.2 million of cash and cash equivalents for financing activities for the quarter ended March 31, 2002 and 2001, primarily to pay quarterly cash dividends and to repurchase common stock. We declared a $0.06 per share dividend payable to shareholders of record as of March 8, 2002 that was paid on April 1, 2002.
 
We had a $40.0 million line of credit at an interest rate of LIBOR plus 60 basis points, which we terminated during the third quarter of 2001. During 2001, we borrowed $9.0 million on one day, all of which was repaid the following business day. We believe we could obtain a similar line of credit on short notice if needed.
 
We also have 3 million Euros (formerly denominated in French francs) available under a line of credit at an interest rate of Euribor plus 45 basis points (3.81% at March 31, 2002). This discretionary line of credit has no expiration date and is currently being renegotiated. As of March 31, 2002, we had no outstanding balance on this facility. As of March 31, 2001, the outstanding balance was 10.5 million French francs or $1.4 million, which is included in income taxes and other current liabilities. Our credit agreement contains certain financial covenants, but does not restrict the payment of dividends. We were in compliance with all covenants of this agreement as of March 31, 2002.
 
Assuming no change in our current business plan, management believes that our available cash, together with expected future cash generated from operations and the amounts available under our line of credit, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures and cash dividends for all future periods.
 
Critical Accounting Policies
 
In the Company’s financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2001, the Company’s most critical accounting policies and estimates upon which our financial status depends upon were identified as those relating to revenue recognition and allowance for doubtful accounts. The Company reviewed its policies and determined that those policies remain our most critical accounting policies for the quarter ended March 31, 2002. The Company did not make any changes in those policies during the quarter.
 
New Accounting Pronouncements
 
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, “Business Combinations”, and SFAS No. 142, “Goodwill and Other Intangible Assets”, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized but will be subject to annual impairment tests in accordance with SFAS No. 142. Other intangible assets will continue to be amortized over their useful lives. The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. We adopted SFAS No. 142 effective January 1, 2002.
 
As of March 31, 2002, we had goodwill and other intangible assets of $157.4 million that are subject to the provisions of SFAS No. 142 consisting of $155.5 million of unamortizable goodwill and intangible assets and $1.9 million of other amortizable intangible assets. We acquired the operating assets and certain liabilities of Smith Terminal Transportation Services (FTS) on January 15, 2002 which resulted in $12.0 million of unamortizable goodwill and $0.8 million of other intangible assets. We are in the process of completing an impairment test to determine the impact of adopting SFAS No. 142 on our earnings and financial position, and believe that the results of the initial impairment test of goodwill will not result in any transitional impairment losses as a cumulative effect of a change in accounting principle. Had SFAS No. 141 and 142 been effective January 1, 2001, net income and earnings per share would have been reported as the following amounts (in thousands, except per share data):

9


 
    
Three Months Ended
March 31,

    
2002

  
2001

Reported net income
  
$
20,842
  
$
18,134
Add: Goodwill amortization, net of tax
  
 
—  
  
 
798
    

  

Adjusted net income
  
$
20,842
  
$
18,932
    

  

Reported basic earnings per share
  
$
0.25
  
$
0.21
Add: Goodwill amortization, net of tax
  
 
—  
  
 
0.01
    

  

Adjusted basic earnings per share
  
$
0.25
  
$
0.22
    

  

Reported diluted earnings per share
  
$
0.24
  
$
0.21
Add: Goodwill amortization, net of tax
  
 
—  
  
 
0.01
    

  

Adjusted diluted earnings per share
  
$
0.24
  
$
0.22
    

  

 
Amortization expense for the three months ended March 31, 2002 was $188,000. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets as of March 31, 2002 is as follows:
 
2002
  
$698
2003
  
577
2004
  
546
2005
  
162
2006
  
162
 
Market Risk
 
We had approximately $118.0 million of cash and investments on March 31, 2002, all of which were cash and cash equivalents. Substantially all of the cash equivalents are money market securities from domestic issuers or bonds maturing in less than sixty days. Because of the credit risk criteria of our investment policies, the primary market risk associated with these investments is interest rate risk. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our investments. We believe a reasonable near-term change in interest rates would not have a material impact on our future earnings due to the short-term nature of our investing practices.
 
Cautionary Statement Relevant to Forward-Looking Information
 
Our discussions and analysis of our financial condition and results of operations, including our market risk discussions, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our current assumptions about future financial performance, anticipated problems and our plans for future operations, which are subject to various risks and uncertainties. When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer of the Company, the words or phrases “believes,” “may,” “will,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects” or similar expressions and variations thereof are intended to identify such forward-looking statements. However, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including those described in Exhibit 99 to our Form 10–K filed with the Securities and Exchange Commission with respect to the fiscal year ended December 31, 2001.

10


 
PART II—OTHER INFORMATION
 
ITEM 1.    Legal Proceedings
 
None.
 
ITEM 2.    Changes in Securities and Use of Proceeds
 
None.
 
ITEM 3.    Defaults Upon Senior Securities
 
None.
 
ITEM 4.    Submission of Matters to a Vote of Security Holders
 
None.
 
ITEM 5.    Other Information
 
None.
 
ITEM 6.    Exhibits and Reports on Form 8-K
 
(a)
 
Exhibits
 
None.
 
(b)
 
Reports on Form 8–K
 
A report on Form 8-K was filed by the Company on February 6, 2002; such report contained information under Item 9 (Regulation FD) and included as an exhibit under Item 7 a copy of the Company’s earnings release for the year ended December 31, 2001.

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SIGNATURES
 
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 thereunto duly authorized.
 
Date:  May 15, 2002
 
   
C.H. ROBINSON WORLDWIDE, INC.
   
By
 
/s/    JOHN P. WIEHOFF

John P. Wiehoff
Chief Executive Officer
   
By
 
/s/    THOMAS K. MAHLKE

Thomas K. Mahlke
Controller
(principal accounting officer)

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