You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes.

Forward-looking Information

Our quarterly report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain "forward-looking statements." These statements represent our expectations, beliefs, intentions, or strategies concerning future events and by their nature involve risks and uncertainties. Forward looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include changes in economic conditions such as the current recession and decreased consumer confidence, changes in market demand and pressures on the pricing for our services; disruption to our operations or a decrease in overall market demand caused by pandemic; competition and growth rates within the third party logistics industry; freight levels 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. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008, filed on February 27, 2009.

Overview

Our Company. We are a global provider of multimodal transportation services and logistics solutions, operating through a network of branch offices in North America, Europe, Asia, South America, and the Middle East. We are a non-asset based transportation provider, meaning we do not own the transportation equipment that is used to transport our customers' freight. We work with approximately 50,000 transportation companies worldwide, and through those relationships we select and hire the appropriate transportation providers to meet our customers' needs. As an integral part of our transportation services, we provide a wide range of value added logistics services, such as supply chain analysis, freight consolidation, core carrier program management, and information reporting.

In addition to multimodal transportation services, we have two other logistics business lines: fresh produce sourcing and fee-based information services. Our Sourcing business is the buying, selling, and marketing of fresh produce. We purchase fresh produce through our network of produce suppliers and sell it to retail grocers and restaurant chains, produce wholesalers, and foodservice providers. In many cases, we also arrange the transportation of the produce we sell through our relationships with specialized transportation companies. Our Information Services business is our subsidiary, T-Chek Systems, Inc., which provides a variety of management and information services to motor carrier companies and to fuel distributors. Those services include funds transfer, driver payroll services, fuel management services, permit procurement, and fuel and use tax reporting.

Our Business Model. We are a service company. We act primarily to add value and expertise in the procurement and execution of transportation and logistics, including sourcing of produce products for our customers. Our total revenues represent the total dollar value of services and goods we sell to our customers. Net revenues are our total revenues less purchased transportation and related services, including motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Our net revenues are the primary indicator of our ability to source, add value, and sell services and products that are provided by third parties, and we consider them to be our primary performance measurement. Accordingly, the discussion of our results of operations below focuses largely on the changes in our net revenues.

We keep our business model as variable as possible to allow us to be flexible and adapt to changing economic and industry conditions. We buy most of our transportation capacity and produce on a spot-market basis. We also keep our personnel and other operating expenses as variable as possible. Compensation, our largest operating expense, is performance-oriented and, for most employees in the branch network, based on the profitability of their individual branch office.

In addition, we do not have pre-committed targets for headcount. Our personnel decisions are decentralized. Our branch managers determine the appropriate number of employees for their offices, within productivity guidelines, based on their branch's volume of business. This helps keep our personnel expense as variable as possible with the business.

Our Branch Network. Our branch network is a major competitive advantage. Building local customer and carrier relationships has been an important part of our success, and our worldwide network of offices supports our core strategy of serving customers locally, nationally, and globally. Our branch offices help us penetrate local markets, provide face-to-face service when needed, and recruit contract carriers. Our branch network also gives us knowledge of local market conditions, which is important in the transportation industry because it is so dynamic and market-driven.

Our branches work together to complete transactions and collectively meet the needs of our customers. Approximately 35 percent of our truckload shipments are shared transactions between branches. For many of our significant customer relationships, we coordinate our efforts in one branch and rely on multiple branch locations to deliver specific geographic or modal needs. In addition, our methodology of providing services is very similar across all branches. Our North American branches have a common technology platform that they use to match customer needs with supplier capabilities, to collaborate with other branch locations, and to utilize centralized support resources to complete all facets of the transaction.

We combined two branches and opened four new branches in the first three months of 2009, and are planning limited branch openings through the remainder of 2009. Because we usually open new offices with only two or three employees, we do not expect them to make a material contribution to our financial results in the first few years of their operation.

Our People. Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people, and to properly align our headcount and personnel expense with our business. Because of

the significant reduction in overall transportation demand in the marketplace, in the first quarter of 2009 some of our branches and corporate functions adjusted their staffing levels to better match our current level of business. Our headcount decreased by 480 employees during the first quarter of 2009 compared to the end of the fourth quarter of 2008. We believe the personnel adjustments made during the quarter were appropriate to balance our current shipment volumes and workloads with our staffing levels, while leaving us with good resource flexibility to continue to aggressively sell and pursue market share in all of our services.

Branch employees act as a team in their sales efforts, customer service, and operations. A significant portion of our branch employees' compensation is performance-oriented, based on individual performance and the profitability of their branch. We believe this makes our sales employees more service-oriented, focused, and creative. In 2003, we implemented a restricted stock program to better align our key employees with the interests of our shareholders, and to motivate and retain them for the long term. These restricted stock awards vest over a five year period based on the performance of the company and have been awarded annually since 2003.

Our Customers. In 2008, we worked with approximately 32,000 customers. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse. In 2008, our top 100 customers represented approximately 30 percent of our total net revenues, and our largest customer was approximately three percent of our total net revenues.

Our Carriers. Our carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2008, we increased our carrier base to approximately 50,000. While our volume with many of these providers may still be small, we believe the growth in our contract carrier network shows that we are well positioned to continue to meet our customers' needs. Motor carriers that had fewer than 100 tractors transported approximately 75 percent of our truckload shipments in 2008. In our truckload business, no single carrier represents more than one percent of our carrier capacity.

Our Goals. Since we became a publicly-traded company in 1997, our long-term compounded annual growth target has been 15 percent for net revenues, income from operations, and earnings per share. This goal was based on an analysis of our performance in the previous 20 years, during which our compounded annual growth rate was 15 percent. Although there have been periods where we have not achieved these goals, since 1997, we have exceeded this compounded growth goal in all three categories.

Our expectation is that over time, we will continue to achieve our long-term target of 15 percent growth, but that we will have periods in which we exceed that goal and periods in which we fall short. We expect to reach our long-term growth primarily through internal growth but acquisitions that fit our growth criteria and culture may also augment our growth.

A prolonged environment of weak demand is the most challenging for us. In the first quarter of 2009, our net revenues grew 0.2 percent to $338.6 million. Our income from operations increased 0.9 percent to $137.4 million and our diluted earnings per share were unchanged at $0.50. Due to overall economic conditions and the significant decline in overall North American transportation volumes, we did not achieve our long-term growth goal of 15 percent during the first quarter of 2009. We had declines in most of our transportation modes in the first quarter of 2009. While our volume declines were partially offset by increased net revenue margins (net revenues as a percentage of total revenues) in the first quarter of 2009, over a longer period of time volume growth is necessary for us to reach our long-term growth goals. The environment remains unpredictable. Based on published industry freight indexes and reductions in overall economic activity and manufacturing production, 2009 will be very challenging for growth and it is more likely that we will continue to experience volume declines and not achieve our long-term growth goals.

Results of Operations

The following table summarizes our total revenues by service line:



                                          Three Months Ended March 31,
                                         2009          2008       % change
            Revenues (in thousands)

            Transportation            $ 1,318,526   $ 1,641,612      -19.7 %

            Sourcing                      359,134       331,297        8.4

            Information Services           10,340        12,303      -16.0


            Total revenues            $ 1,688,000   $ 1,985,212      -15.0 %

The following table sets forth our net revenue margins, or net revenues as a percentage of total revenues, between services and products:

                                            Three Months Ended
                                                 March 31,
                                            2009           2008
                   Transportation             22.6 %         18.2 %

                   Sourcing                    8.5            8.2

                   Information Services      100.0          100.0


                   Total                      20.1 %         17.0 %

The following table summarizes our net revenues by service line:

                                            Three Months Ended March 31,
                                            2009         2008      % change
           Net revenues (in thousands)

           Transportation:

           Truck                         $   256,359   $ 259,323       -1.1 %

           Intermodal                          9,801       9,178        6.8

           Ocean                              14,227      12,255       16.1

           Air                                 7,337       8,050       -8.9

           Miscellaneous                       9,970       9,867        1.0

           Total transportation              297,694     298,673       -0.3


           Sourcing                           30,569      27,053       13.0

           Information Services               10,340      12,303      -16.0


           Total net revenues            $   338,603   $ 338,029        0.2 %

The following table represents certain statement of operations data, shown as percentages of our net revenues:

                                                           Three Months Ended
                                                                March 31,
                                                           2009           2008
   Net revenues                                             100.0 %        100.0 %
   Selling, general, and administrative expenses
   Personnel expenses                                        45.3           45.5
   Other selling, general, and administrative expenses       14.2           14.3

   Total selling, general, and administrative expenses       59.4           59.7

   Income from operations                                    40.6           40.3
   Investment and other income                                0.1            0.7

   Income before provision for income taxes                  40.7           41.0
   Provision for income taxes                                15.5           15.5

   Net income                                                25.2 %         25.5 %

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Total revenues and direct costs. Our consolidated total revenues decreased 15 percent in the first quarter of 2009 compared to the first quarter of 2008. Total Transportation revenues declined 19.7 percent to $1.3 billion in the first quarter of 2009 from $1.6 billion in the first quarter of 2008. Total purchased transportation services declined 24.0 percent in the first quarter of 2009 to $1.0 billion from $1.3 billion in the first quarter of 2008. These declines were driven by falling transportation rates, due primarily to a reduction in fuel prices, and volume declines in most of our transportation modes. A significant decline in overall transportation market demand due to the economic recession impacted our volumes. Our Sourcing revenue increased 8.4 percent to $359.1 million in the first quarter of 2009. Purchased products sourced for resale increased 8.0 percent in the first quarter of 2009 to $328.6 million from $304.2 million in the first quarter of 2008. These increases were primarily due to volume growth. Our Information Services revenue decreased 16.0 percent to $10.3 million in the first quarter of 2009 from $12.3 million in the first quarter of 2008. The decrease was driven by declines in transactions and lower fuel prices.

Net revenues. Total Transportation net revenues decreased 0.3 percent to $297.7 million in the first quarter of 2009 from $298.7 million in the first quarter of 2008. Our Transportation net revenue margin increased to 22.6 percent in 2009 from 18.2 percent in 2008 largely driven by a decline in fuel prices.

Our truck net revenues, which consist of truckload and less-than-truckload ("LTL") services, comprise approximately 76 percent of our total net revenues. Our truck net revenues decreased 1.1 percent to $256.4 million in the first quarter of 2009 from $259.3 million in the first quarter of 2008. Our truckload volumes decreased approximately ten percent. Our truckload rates decreased approximately 12 percent. Excluding the estimated impacts of fuel, on average our truckload rates decreased approximately one percent in the first quarter of 2009, although rates declined as the quarter progressed. Our truckload net revenue margin increased due to lower fuel prices and lower cost of capacity. Consistent with many past periods of falling transportation demand, our cost of capacity fell faster than our customer rates. Excluding the estimated impacts of fuel, our cost of truckload capacity decreased approximately three percent as carriers lowered their rates. During the first quarter of 2009, our LTL shipment volumes increased approximately five percent compared to the first quarter of 2008. Our LTL net revenue margin also increased in the first quarter of 2009.

Our intermodal net revenue increase of 6.8 percent to $9.8 million in the first quarter was driven by margin expansion and a small increase in volumes, due to an increase in higher-margin transactional opportunities and cross selling with existing customers.

Our ocean transportation net revenue increased 16.1 percent to $14.2 million in the first quarter of 2009. Excluding our previously disclosed acquisition of Transera International Holdings Ltd. ("Transera") on August 1, 2008, our ocean transportation business would have declined approximately six percent. This decline was driven by decreased volumes, offset partially by margin expansion. Our ocean net revenue margin increased primarily due to lower cost of capacity driven by weak market demand.

Our air transportation net revenue decrease of 8.9 percent to $7.3 million in the first quarter of 2009 was driven by decreased volumes, partially offset by the impact of the Transera acquisition and increased net revenue margin. Excluding Transera, our air transportation business decreased approximately 14 percent.

For the first quarter, Sourcing net revenue increased 13.0 percent to $30.6 million in 2009 from $27.1 million in 2008. This increase was driven primarily by volume growth. Our margin increased slightly to 8.5 percent in 2009 compared to 8.2 percent in 2008. The increase in volume was driven by our continued success selling our unique value added products and services to our retail and food service customers.

Our Information Services net revenue decreased 16.0 percent in the first quarter of 2009 to $10.3 million. The decrease was driven by declines in transactions. Lower fuel prices also impacted our growth, as some of our merchant fees are based on a percentage of the total sale amount.

Selling, general, and administrative expenses. For the first quarter, selling, general, and administrative expenses decreased 0.4 percent to $201.2 million in 2009 from $202.0 million in 2008. This was due to a decrease of 0.3 percent in personnel expenses and a decrease of 0.4 percent in other selling, general, and administrative expenses. As a percentage of net revenues, selling, general, and administrative expenses decreased slightly to 59.4 percent in the first quarter of 2009 from 59.7 percent in the first quarter of 2008.

Personnel expenses as a percentage of net revenues decreased from 45.5 percent to 45.3 percent. Expenses related to our restricted stock program and various other incentive plans are variable, based on growth in our earnings. Our decline in earnings in the first quarter of 2009 compared to the growth in earnings in the first quarter of 2008 resulted in a decrease in expense related to some of these incentive plans. This contributed to a decline in personnel expenses.

We started 2009 with eight percent more employees than we began 2008. As of March 31, 2009 our total employee count is roughly flat with March 31, 2008. Due to the higher staffing levels within the quarter this year, our current personnel expense is higher than last year.

As the first quarter progressed this year and the severity of the recession became more apparent, some of our branches and corporate functions adjusted their staffing levels to better match the current level of demand. As a result, we had 7,481 employees at the end of the quarter compared to 7,961 at January 1, 2009. Current year personnel expense includes $2.8 million of severance expenses related to these personnel changes.

For the first quarter, other selling, general, and administrative expenses decreased 0.4 percent to $48.0 million in 2009 from $48.2 million in 2008. We had increases in some expenses including legal fees, provisions for doubtful accounts, and freight claims. These increases were offset by reductions in travel, entertainment, and other discretionary expenses.

Income from operations. Income from operations increased 0.9 percent to $137.4 million for the three months ended March 31, 2009. Income from operations as a percentage of net revenues was 40.6 percent and 40.3 percent for the three months ended March 31, 2009 and 2008.

Investment and other income. Investment and other income decreased 80.2 percent to $0.5 million for the three months ended March 31, 2009. Our available-for-sale securities were $2.0 million at March 31, 2009 compared with $34.9 million at March 31, 2008. Our investment income is down significantly compared to last year primarily due to the changes in the overall market yields on high-quality, short-term investments.

Provision for income taxes. Our effective income tax rate was 38.1 percent for the first quarter of 2009 and 37.7 percent for the first quarter of 2008. 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 decreased 1.1 percent to $85.4 million for the three months ended March 31, 2009. Basic net income per share was $0.50 and $0.51 for the three months ended March 31, 2009 and 2008. Diluted net income per share was $0.50 for the three months ended March 31, 2009 and 2008.

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 $449.7 million and $379.8 million as of March 31, 2009 and 2008. Available-for-sale securities consisting primarily of highly liquid investments totaled $2.0 million and $34.9 million as of March 31, 2009 and 2008. Working capital at March 31, 2009 and 2008 was $644.5 million and $669.1 million.

Our first priority for our cash is growing the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions to redeploy our cash, but those acquisitions must fit our culture and enhance our growth opportunities. We continue to invest our cash with a focus on principal preservation. Our current interest-bearing cash and investments are split primarily between municipal money markets and treasury money markets. Our investment income is down significantly compared to last year due to the changes in the overall market yields of high-quality, short-term investments.

Cash flow from operating activities. We generated $58.7 million and $25.7 million of cash flow from operations during the three months ended March 31, 2009 and 2008. The increase in cash flow from operating activities was primarily driven by a decrease in accounts receivables. Accounts receivable decreased by $30.1 million from December 31, 2008 to March 31, 2009. Our accounts receivable balance decreased due to a decrease in our total revenues, which was primarily due to lower fuel prices and decreased volumes.

Cash flow from investing activities. We used $10.9 million and generated $75.9 million of cash flow for investing activities during the three months ended March 31, 2009 and 2008. Our investing activities consist primarily of capital expenditures, sales, maturities, and purchases of available-for-sale securities.

We used $11.6 million and $5.9 million of cash for capital expenditures during the three months ended March 31, 2009 and 2008. Our net capital expenditures during the quarter included $6.6 million related to our new data center. We expect to have expenditures related to the data center of approximately $6 million during the rest of 2009. Our current plan is for the new data center to be live in August, 2009. In addition to this project, we had approximately $5 million in capital expenditures to support our ongoing operations.

We generated $81.3 million of net cash from purchases, sales, and maturities of available-for-sale securities during the three months ended March 31, 2008. During the first quarter of 2008, we sold all of our auction rate securities and invested the majority of our proceeds in money market funds.

Cash flow from financing activities. We used $86.9 million and $62.1 million of cash flow for financing activities during the three months ended March 31, 2009 and 2008. This was primarily quarterly dividends and share repurchases.

We used $39.6 million and $38.0 million to pay cash dividends during the three months ended March 31, 2009 and 2008, with the increase in 2009 due to a nine percent increase in our quarterly dividend rate to $0.24 per share in 2009 from $0.22 per share in 2008.

We also used $55.4 million and $41.9 million of cash flow for share repurchases during the three months ended March 31, 2009 and 2008. The increase in 2009 was due to an increase in the number of shares repurchased. The current authorization has approximately 5 million shares remaining. The number of shares we repurchase, if any, during future periods will vary based on our cash position, potential uses of our cash, and market conditions.

We have 3.5 million Euros available under a line of credit at an interest rate of Euribor plus 45 basis points (6.45 percent at March 31, 2009). This discretionary line of credit has no expiration date. As of March 31, 2009 and 2008 the outstanding balance was zero. Our credit agreement contains certain . . .