|
|
|
Delaware
|
|
41-1883630
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
||
14701 Charlson Road, Eden Prairie, Minnesota
|
|
55347-5088
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $.10 per share
Preferred Share Purchase Rights
|
|
The NASDAQ National Market
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
PART I
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
PART IV
|
|
Item 15.
|
||
|
ITEM 1.
|
BUSINESS
|
•
|
Truckload-Through our contracts with motor carriers, we have access to dry vans, temperature controlled vans, flatbeds, and bulk capacity. We also offer time-definite and expedited truck transportation.
|
•
|
Less Than Truckload (“LTL”)-LTL transportation involves the shipment of single or multiple pallets of freight. We focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and our operating system, we consolidate freight and freight information to provide our customers with a single source of information on their freight. In many instances, we will consolidate partial shipments for several customers into full truckloads.
|
•
|
Intermodal-Our intermodal transportation service is the shipment of freight in trailers or containers by a combination of truck and rail. We have intermodal marketing agreements with container owners and all Class 1 railroads in North America, and we arrange local pickup and delivery (known as drayage) through local contracted motor carriers. In addition, we own approximately 1,000 intermodal containers.
|
•
|
Ocean-As a non-vessel ocean common carrier (“NVOCC”) or freight forwarder, we consolidate shipments, determine routing, select ocean carriers, contract for ocean shipments, and provide for local pickup and delivery of shipments.
|
•
|
Air-As a certified indirect air carrier (“Indirect Air Carrier”) or freight forwarder, we organize air shipments and provide door-to-door service.
|
•
|
Customs-Our customs brokers are licensed and regulated by U.S. Customs and Border Protection to assist importers and exporters in meeting federal requirements governing imports and exports.
|
•
|
Other Logistics Services-We provide fee-based managed services, warehousing services, small parcel, and other services.
|
Year Ended December 31,
|
|
||||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Truckload
(1)
|
$
|
1,316,533
|
|
|
$
|
1,190,372
|
|
|
$
|
1,065,315
|
|
|
$
|
1,113,116
|
|
|
$
|
1,098,170
|
|
LTL
|
360,706
|
|
|
258,884
|
|
|
239,477
|
|
|
224,160
|
|
|
198,735
|
|
|||||
Intermodal
|
41,054
|
|
|
40,631
|
|
|
39,084
|
|
|
38,815
|
|
|
41,189
|
|
|||||
Ocean
|
223,643
|
|
|
208,422
|
|
|
187,671
|
|
|
84,924
|
|
|
66,873
|
|
|||||
Air
|
79,096
|
|
|
79,125
|
|
|
73,089
|
|
|
44,444
|
|
|
39,371
|
|
|||||
Customs
|
43,929
|
|
|
41,575
|
|
|
36,578
|
|
|
18,225
|
|
|
13,100
|
|
|||||
Other Logistics Services
|
82,548
|
|
|
73,097
|
|
|
67,931
|
|
|
57,449
|
|
|
46,772
|
|
|||||
Total
|
$
|
2,147,509
|
|
|
$
|
1,892,106
|
|
|
$
|
1,709,145
|
|
|
$
|
1,581,133
|
|
|
$
|
1,504,210
|
|
Name
|
|
Age
|
|
Position
|
John P. Wiehoff
|
|
54
|
|
Chief Executive Officer, President, and Chairman of the Board
|
Robert C. Biesterfeld
|
|
40
|
|
President of North American Surface Transportation
|
Ben G. Campbell
|
|
50
|
|
Chief Legal Officer and Secretary
|
Andrew C. Clarke
|
|
45
|
|
Chief Financial Officer
|
Jeroen Eijsink
|
|
43
|
|
President of C.H. Robinson Europe
|
Angela K. Freeman
|
|
48
|
|
Chief Human Resources Officer
|
Jordan Kass
|
|
43
|
|
President of Managed Services
|
James P. Lemke
|
|
48
|
|
President of Robinson Fresh
|
Chad M. Lindbloom
|
|
51
|
|
Chief Information Officer
|
Christopher J. O’Brien
|
|
48
|
|
Chief Commercial Officer
|
Michael J. Short
|
|
45
|
|
President of Global Freight Forwarding
|
•
|
People-Smart, dedicated, empowered people act as an extension of our customers’ teams to innovate and execute their supply chain strategies;
|
•
|
Process-Proven processes and solutions combine strategy with practical experience for customized action plans that succeed in the real world;
|
•
|
Technology-Navisphere
®
, our proprietary technology, provides flexibility, global visibility, customized solutions, easy integration, broad connectivity, and advanced security;
|
•
|
Network-Our customers gain local presence, regional expertise, and multiple global logistics options from one of the world’s largest providers of logistics services;
|
•
|
Relationships-A large number of unique, strong relationships provide global connections and valuable market knowledge;
|
•
|
Portfolio of Services-A wide selection of services and products help provide our customers with consistent capacity and service levels;
|
•
|
Scale-Our customers leverage our industry-leading capacity, broad procurement options, and substantial shipment volumes for better efficiency, service, and marketplace advantages; and
|
•
|
Stability-Our financial strength, discipline, and consistent track record of success for strategic support of our customers’ supply chains.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Decrease in volumes-A reduction in overall freight volumes in the marketplace reduces our opportunities for growth. A significant portion of our freight is transactional or “spot” market opportunities. The transactional market may be more impacted than the freight market by overall economic conditions. In addition, if a downturn in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, paper, or printing industries, our operating results could be adversely affected.
|
•
|
Credit risk and working capital-Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business. In addition, some customers may not pay us as quickly as they have in the past, causing our working capital needs to increase.
|
•
|
Transportation provider failures-A significant number of our transportation providers may go out of business and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.
|
•
|
Expense management-We may not be able to appropriately adjust our expenses to changing market demands. Personnel expenses are our largest expense. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change in market demand.
|
•
|
equipment shortages in the transportation industry, particularly among contracted truckload carriers;
|
•
|
changes in regulations impacting transportation;
|
•
|
disruption in the supply or cost of fuel;
|
•
|
reduction or deterioration in rail service; and
|
•
|
unanticipated changes in transportation rates.
|
•
|
changes in political conditions and in governmental policies;
|
•
|
changes in and compliance with international and domestic laws and regulations; and
|
•
|
wars, civil unrest, acts of terrorism, and other conflicts.
|
•
|
changes in tariffs, trade restrictions, trade agreements, and taxations;
|
•
|
difficulties in managing or overseeing foreign operations and agents;
|
•
|
limitations on the repatriation of funds because of foreign exchange controls;
|
•
|
different liability standards; and
|
•
|
intellectual property laws of countries that do not protect our rights in our intellectual property, including, but not limited to, our proprietary information systems, to the same extent as the laws of the United States.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Location
|
Approximate
Square Feet
|
|
Kansas City, MO
(1)
|
208,000
|
|
Eden Prairie, MN
|
153,000
|
|
Eden Prairie, MN
(1)
|
105,000
|
|
Eden Prairie, MN
(1)
|
81,000
|
|
Chicago, IL
(1)
|
80,000
|
|
Wood Dale, IL
|
72,000
|
|
Chicago, IL
|
48,000
|
|
Atlanta, GA
|
40,000
|
|
Shanghai, CN
|
29,000
|
|
Amsterdam, NL
|
25,000
|
|
Elk Grove Village, IL
|
25,000
|
|
Woodridge, IL
|
22,000
|
|
Chicago, IL
|
21,000
|
|
Minneapolis, MN
|
21,000
|
|
(1)
|
These properties are owned. All other properties in the table above are leased from third parties.
|
Location
|
Approximate
Square Feet
|
|
Long Beach, CA
|
228,000
|
|
Des Plaines, IL
|
219,000
|
|
Elk Grove Village, IL
|
107,000
|
|
Atlanta, GA
|
95,000
|
|
Bethlehem, PA
|
85,000
|
|
Vancouver, OR
|
79,000
|
|
Miramar, FL
|
75,000
|
|
Edinburg, TX
|
72,000
|
|
Plant City, FL
(1)
|
65,000
|
|
Doral, FL
|
59,000
|
|
Bydgoszcz, PL
|
52,000
|
|
Cobden, IL
(1)
|
52,000
|
|
(1)
|
These properties are owned. All other properties in the table above are leased from third parties.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Total Number
of Shares
Purchased
(a)
|
|
Average Price
Paid Per
Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
(a)
|
|
Maximum Number of
Shares That May Yet Be Purchased Under the
Plans or Programs
(b)
|
|||||
October 1, 2015-October 31, 2015
|
468,335
|
|
|
$
|
70.74
|
|
|
466,460
|
|
|
7,397,472
|
|
November 1, 2015-November 30, 2015
|
251,313
|
|
|
68.24
|
|
|
249,123
|
|
|
7,148,349
|
|
|
December 1, 2015-December 31, 2015
|
264,164
|
|
|
62.81
|
|
|
262,688
|
|
|
6,885,661
|
|
|
Fourth quarter 2015
|
983,812
|
|
|
$
|
67.97
|
|
|
978,271
|
|
|
6,885,661
|
|
|
December 31,
|
|||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|||||||
C.H. Robinson Worldwide, Inc.
|
$
|
100.00
|
|
|
88.49
|
|
|
81.96
|
|
|
77.53
|
|
|
101.83
|
|
|
86.33
|
|
S&P 500
|
$
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.29
|
|
|
180.75
|
|
S&P Midcap 400
|
$
|
100.00
|
|
|
98.27
|
|
|
115.84
|
|
|
154.64
|
|
|
169.75
|
|
|
166.05
|
|
NASDAQ Transportation
|
$
|
100.00
|
|
|
90.09
|
|
|
95.46
|
|
|
130.08
|
|
|
181.38
|
|
|
153.54
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
STATEMENT OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2012
(1)
|
|
2011
|
||||||||||
Total revenues
|
$
|
13,476,084
|
|
|
$
|
13,470,067
|
|
|
$
|
12,752,076
|
|
|
$
|
11,359,113
|
|
|
$
|
10,336,346
|
|
Net revenues
|
2,268,480
|
|
|
2,007,652
|
|
|
1,836,095
|
|
|
1,717,571
|
|
|
1,632,658
|
|
|||||
Income from operations
|
858,310
|
|
|
748,418
|
|
|
682,650
|
|
|
675,320
|
|
|
692,730
|
|
|||||
Net income
|
509,699
|
|
|
449,711
|
|
|
415,904
|
|
|
593,804
|
|
|
431,612
|
|
|||||
Net income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.52
|
|
|
$
|
3.06
|
|
|
$
|
2.65
|
|
|
$
|
3.68
|
|
|
$
|
2.63
|
|
Diluted
|
$
|
3.51
|
|
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
$
|
3.67
|
|
|
$
|
2.62
|
|
Weighted average number of shares outstanding (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
144,967
|
|
|
147,202
|
|
|
156,915
|
|
|
161,557
|
|
|
164,114
|
|
|||||
Diluted
|
145,349
|
|
|
147,542
|
|
|
157,080
|
|
|
161,946
|
|
|
164,741
|
|
|||||
Dividends per share
|
$
|
1.57
|
|
|
$
|
1.43
|
|
|
$
|
1.40
|
|
|
$
|
1.34
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
282,101
|
|
|
$
|
529,599
|
|
|
$
|
394,504
|
|
|
$
|
440,073
|
|
|
$
|
734,911
|
|
Total assets
|
3,184,358
|
|
|
3,214,338
|
|
|
2,802,818
|
|
|
2,804,225
|
|
|
2,138,041
|
|
|||||
Current portion of debt
|
450,000
|
|
|
605,000
|
|
|
375,000
|
|
|
253,646
|
|
|
—
|
|
|||||
Long-term notes payable
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ investment
|
1,150,450
|
|
|
1,047,015
|
|
|
939,724
|
|
|
1,504,372
|
|
|
1,248,474
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees
|
13,159
|
|
|
11,521
|
|
|
11,676
|
|
|
10,929
|
|
|
8,353
|
|
(1)
|
The company’s results for 2012 were effected by certain significant event-specific charges or credits related to our acquisitions and divestitures. See “Reported to Adjusted Statements of Operations Data” on the following page and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report.
|
Non-GAAP Financial Measures
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income from operations
|
$
|
858,310
|
|
|
$
|
748,418
|
|
|
$
|
682,650
|
|
|
$
|
675,320
|
|
|
$
|
692,730
|
|
Adjustments to income from operations
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
45,196
|
|
|
—
|
|
|||||
Income from operations-adjusted
|
$
|
858,310
|
|
|
$
|
748,418
|
|
|
$
|
682,650
|
|
|
$
|
720,516
|
|
|
$
|
692,730
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other (expense) income
|
$
|
(35,529
|
)
|
|
$
|
(24,987
|
)
|
|
$
|
(9,289
|
)
|
|
$
|
283,142
|
|
|
$
|
1,974
|
|
Adjustments to interest and other (expense) income
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(281,551
|
)
|
|
—
|
|
|||||
Interest and other (expense) income-adjusted
|
$
|
(35,529
|
)
|
|
$
|
(24,987
|
)
|
|
$
|
(9,289
|
)
|
|
$
|
1,591
|
|
|
$
|
1,974
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
822,781
|
|
|
$
|
723,431
|
|
|
$
|
673,361
|
|
|
$
|
958,462
|
|
|
$
|
694,704
|
|
Adjustments to income before income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,355
|
)
|
|
—
|
|
|||||
Income before income taxes-adjusted
|
$
|
822,781
|
|
|
$
|
723,431
|
|
|
$
|
673,361
|
|
|
$
|
722,107
|
|
|
$
|
694,704
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
509,699
|
|
|
$
|
449,711
|
|
|
$
|
415,904
|
|
|
$
|
593,804
|
|
|
$
|
431,612
|
|
Adjustments to net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,797
|
)
|
|
—
|
|
|||||
Net income-adjusted
|
$
|
509,699
|
|
|
$
|
449,711
|
|
|
$
|
415,904
|
|
|
$
|
447,007
|
|
|
$
|
431,612
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share (basic)-adjusted
|
$
|
3.52
|
|
|
$
|
3.06
|
|
|
$
|
2.65
|
|
|
$
|
2.77
|
|
|
$
|
2.63
|
|
Net income per share (diluted)-adjusted
|
$
|
3.51
|
|
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
$
|
2.76
|
|
|
$
|
2.62
|
|
(1)
|
The adjustment to income from operations includes $34.6 million of personnel expense and $10.6 million of other selling, general, and administrative expenses. Adjustments to personnel expense include $33.0 million in incremental vesting expense of our equity awards triggered by the gain on the divestiture of T-Chek Systems, Inc., (“T-Chek”) and $1.4 million of transaction-related bonuses. Adjustments to other selling, general, and administrative expenses include amounts paid to third parties for investment banking, legal, and accounting fees related to acquisitions and divestitures.
|
(2)
|
The adjustment to interest and other (expense) income reflects the gain from the divestiture of T-Chek.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
For the years ended December 31,
|
2015
|
|
2014
|
|
Change
|
|
2013
|
|
Change
|
||||||||
Transportation
|
$
|
11,989,780
|
|
|
$
|
11,936,512
|
|
|
0.4
|
%
|
|
$
|
11,082,942
|
|
|
7.7
|
%
|
Sourcing
|
1,486,304
|
|
|
1,533,555
|
|
|
(3.1
|
)%
|
|
1,669,134
|
|
|
(8.1
|
)%
|
|||
Total
|
$
|
13,476,084
|
|
|
$
|
13,470,067
|
|
|
—
|
%
|
|
$
|
12,752,076
|
|
|
5.6
|
%
|
For the years ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
Transportation
|
17.9
|
%
|
|
15.9
|
%
|
|
15.4
|
%
|
Sourcing
|
8.1
|
%
|
|
7.5
|
%
|
|
7.6
|
%
|
Total
|
16.8
|
%
|
|
14.9
|
%
|
|
14.4
|
%
|
For the years ended December 31,
|
2015
|
|
2014
|
|
Change
|
|
2013
|
|
Change
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||
Truckload
(1)
|
$
|
1,316,533
|
|
|
$
|
1,190,372
|
|
|
10.6
|
%
|
|
$
|
1,065,315
|
|
|
11.7
|
%
|
LTL
(2)
|
360,706
|
|
|
258,884
|
|
|
39.3
|
%
|
|
239,477
|
|
|
8.1
|
%
|
|||
Intermodal
|
41,054
|
|
|
40,631
|
|
|
1.0
|
%
|
|
39,084
|
|
|
4.0
|
%
|
|||
Ocean
|
223,643
|
|
|
208,422
|
|
|
7.3
|
%
|
|
187,671
|
|
|
11.1
|
%
|
|||
Air
|
79,096
|
|
|
79,125
|
|
|
—
|
%
|
|
73,089
|
|
|
8.3
|
%
|
|||
Customs
|
43,929
|
|
|
41,575
|
|
|
5.7
|
%
|
|
36,578
|
|
|
13.7
|
%
|
|||
Other Logistics Services
|
82,548
|
|
|
73,097
|
|
|
12.9
|
%
|
|
67,931
|
|
|
7.6
|
%
|
|||
Total Transportation
|
2,147,509
|
|
|
1,892,106
|
|
|
13.5
|
%
|
|
1,709,145
|
|
|
10.7
|
%
|
|||
Sourcing
|
120,971
|
|
|
115,546
|
|
|
4.7
|
%
|
|
126,950
|
|
|
(9.0
|
)%
|
|||
Total
|
$
|
2,268,480
|
|
|
$
|
2,007,652
|
|
|
13.0
|
%
|
|
$
|
1,836,095
|
|
|
9.3
|
%
|
For the years ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
Net revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Personnel expenses
|
46.3
|
%
|
|
46.8
|
%
|
|
45.0
|
%
|
Other selling, general, and administrative expenses
|
15.8
|
%
|
|
15.9
|
%
|
|
17.8
|
%
|
Total operating expenses
|
62.2
|
%
|
|
62.7
|
%
|
|
62.8
|
%
|
Income from operations
|
37.8
|
%
|
|
37.3
|
%
|
|
37.2
|
%
|
Interest and other expense
|
(1.6
|
)%
|
|
(1.2
|
)%
|
|
(0.5
|
)%
|
Income before provision for income taxes
|
36.3
|
%
|
|
36.0
|
%
|
|
36.7
|
%
|
Provision for income taxes
|
13.8
|
%
|
|
13.6
|
%
|
|
14.0
|
%
|
Net income
|
22.5
|
%
|
|
22.4
|
%
|
|
22.7
|
%
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Borrowings under credit agreements
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
Long-term notes payable
(1)
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
676,612
|
|
|
783,552
|
|
|||||||
Operating leases
(2)
|
43,888
|
|
|
39,108
|
|
|
31,349
|
|
|
27,842
|
|
|
22,437
|
|
|
108,845
|
|
|
273,469
|
|
|||||||
Purchase obligations
(3)
|
64,753
|
|
|
11,221
|
|
|
10,111
|
|
|
8,093
|
|
|
7,730
|
|
|
—
|
|
|
101,908
|
|
|||||||
Total
|
$
|
580,029
|
|
|
$
|
71,717
|
|
|
$
|
62,848
|
|
|
$
|
57,323
|
|
|
$
|
51,555
|
|
|
$
|
785,457
|
|
|
$
|
1,608,929
|
|
(1)
|
Amounts payable relate to the semi-annual interest due on the long-term notes and the principal amount at maturity.
|
(2)
|
We have certain facilities and equipment under operating leases.
|
(3)
|
Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of
December 31, 2015
, such obligations include ocean and air freight capacity, telecommunications services, and maintenance contracts.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
|
||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
168,229
|
|
|
$
|
128,940
|
|
Restricted cash
|
—
|
|
|
359,388
|
|
||
Receivables, net of allowance for doubtful accounts of $43,455 and $41,051
|
1,505,620
|
|
|
1,571,591
|
|
||
Deferred tax asset
|
16,788
|
|
|
7,746
|
|
||
Prepaid expenses and other
|
40,061
|
|
|
37,794
|
|
||
Total current assets
|
1,730,698
|
|
|
2,105,459
|
|
||
|
|
|
|
||||
Property and equipment
|
379,139
|
|
|
313,688
|
|
||
Accumulated depreciation and amortization
|
(188,265
|
)
|
|
(161,217
|
)
|
||
Net property and equipment
|
190,874
|
|
|
152,471
|
|
||
Goodwill
|
1,108,337
|
|
|
825,038
|
|
||
Other intangible assets, net of accumulated amortization of $61,405 and $36,917
|
120,242
|
|
|
98,330
|
|
||
Other assets
|
34,207
|
|
|
33,040
|
|
||
Total assets
|
$
|
3,184,358
|
|
|
$
|
3,214,338
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
697,585
|
|
|
$
|
716,654
|
|
Outstanding checks
|
86,298
|
|
|
78,601
|
|
||
Accrued expenses–
|
|
|
|
||||
Compensation and profit-sharing contribution
|
146,666
|
|
|
125,624
|
|
||
Income taxes
|
12,573
|
|
|
4,616
|
|
||
Other accrued liabilities
|
55,475
|
|
|
45,365
|
|
||
Current portion of debt
|
450,000
|
|
|
605,000
|
|
||
Total current liabilities
|
1,448,597
|
|
|
1,575,860
|
|
||
|
|
|
|
||||
Long-term debt
|
500,000
|
|
|
500,000
|
|
||
Noncurrent income taxes payable
|
19,634
|
|
|
24,279
|
|
||
Deferred tax liabilities
|
65,460
|
|
|
66,961
|
|
||
Other long-term liabilities
|
217
|
|
|
223
|
|
||
Total liabilities
|
2,033,908
|
|
|
2,167,323
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ investment:
|
|
|
|
||||
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $ .10 par value, 480,000 shares authorized; 178,784 and 178,621 shares issued, 143,455 and 146,458 outstanding
|
14,345
|
|
|
14,646
|
|
||
Additional paid-in capital
|
379,444
|
|
|
321,968
|
|
||
Retained earnings
|
2,922,620
|
|
|
2,648,539
|
|
||
Accumulated other comprehensive loss
|
(37,946
|
)
|
|
(28,610
|
)
|
||
Treasury stock at cost (35,329 and 32,163 shares)
|
(2,128,013
|
)
|
|
(1,909,528
|
)
|
||
Total stockholders’ investment
|
1,150,450
|
|
|
1,047,015
|
|
||
Total liabilities and stockholders’ investment
|
$
|
3,184,358
|
|
|
$
|
3,214,338
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Transportation
|
$
|
11,989,780
|
|
|
$
|
11,936,512
|
|
|
$
|
11,082,942
|
|
Sourcing
|
1,486,304
|
|
|
1,533,555
|
|
|
1,669,134
|
|
|||
Total revenues
|
13,476,084
|
|
|
13,470,067
|
|
|
12,752,076
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Purchased transportation and related services
|
9,842,271
|
|
|
10,044,406
|
|
|
9,373,797
|
|
|||
Purchased products sourced for resale
|
1,365,333
|
|
|
1,418,009
|
|
|
1,542,184
|
|
|||
Personnel expenses
|
1,051,410
|
|
|
939,021
|
|
|
826,661
|
|
|||
Other selling, general, and administrative expenses
|
358,760
|
|
|
320,213
|
|
|
326,784
|
|
|||
Total costs and expenses
|
12,617,774
|
|
|
12,721,649
|
|
|
12,069,426
|
|
|||
Income from operations
|
858,310
|
|
|
748,418
|
|
|
682,650
|
|
|||
Interest and other expense
|
(35,529
|
)
|
|
(24,987
|
)
|
|
(9,289
|
)
|
|||
Income before provision for income taxes
|
822,781
|
|
|
723,431
|
|
|
673,361
|
|
|||
Provision for income taxes
|
313,082
|
|
|
273,720
|
|
|
257,457
|
|
|||
Net income
|
509,699
|
|
|
449,711
|
|
|
415,904
|
|
|||
Other comprehensive loss
|
(9,336
|
)
|
|
(17,990
|
)
|
|
(1,275
|
)
|
|||
Comprehensive income
|
$
|
500,363
|
|
|
$
|
431,721
|
|
|
$
|
414,629
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
3.52
|
|
|
$
|
3.06
|
|
|
$
|
2.65
|
|
Diluted net income per share
|
$
|
3.51
|
|
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
144,967
|
|
|
147,202
|
|
|
156,915
|
|
|||
Dilutive effect of outstanding stock awards
|
382
|
|
|
340
|
|
|
165
|
|
|||
Diluted weighted average shares outstanding
|
145,349
|
|
|
147,542
|
|
|
157,080
|
|
(In thousands, except per share data)
|
Common
Shares
Outstanding
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders’
Investment
|
|||||||||||||
Balance December 31, 2012
|
161,327
|
|
|
$
|
16,133
|
|
|
$
|
303,479
|
|
|
$
|
2,218,229
|
|
|
$
|
(9,345
|
)
|
|
$
|
(1,024,124
|
)
|
|
$
|
1,504,372
|
|
Net income
|
|
|
|
|
|
|
415,904
|
|
|
|
|
|
|
415,904
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
(1,275
|
)
|
|
|
|
(1,275
|
)
|
|||||||||||
Dividends declared, $1.40 per share
|
|
|
|
|
|
|
(220,300
|
)
|
|
|
|
|
|
(220,300
|
)
|
|||||||||||
Stock issued for employee benefit plans
|
263
|
|
|
26
|
|
|
(45,106
|
)
|
|
|
|
|
|
10,102
|
|
|
(34,978
|
)
|
||||||||
Issuance of restricted stock
|
335
|
|
|
34
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
30
|
|
|
3
|
|
|
7,346
|
|
|
|
|
|
|
|
1,747
|
|
|
9,096
|
|
|||||||
Excess tax benefit on deferred compensation and employee stock plans
|
|
|
|
|
27,209
|
|
|
|
|
|
|
|
|
27,209
|
|
|||||||||||
Repurchase of common stock
|
(11,758
|
)
|
|
(1,176
|
)
|
|
(75,000
|
)
|
|
|
|
|
|
(684,128
|
)
|
|
(760,304
|
)
|
||||||||
Balance December 31, 2013
|
150,197
|
|
|
15,020
|
|
|
217,894
|
|
|
2,413,833
|
|
|
(10,620
|
)
|
|
(1,696,403
|
)
|
|
939,724
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
449,711
|
|
|
|
|
|
|
|
|
449,711
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
(17,990
|
)
|
|
|
|
(17,990
|
)
|
|||||||||||
Dividends declared, $1.43 per share
|
|
|
|
|
|
|
(215,005
|
)
|
|
|
|
|
|
|
(215,005
|
)
|
||||||||||
Stock issued for employee benefit plans
|
405
|
|
|
40
|
|
|
(24,644
|
)
|
|
|
|
|
|
|
23,937
|
|
|
(667
|
)
|
|||||||
Issuance of restricted stock
|
(410
|
)
|
|
(41
|
)
|
|
41
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
30
|
|
|
3
|
|
|
46,119
|
|
|
|
|
|
|
|
1,599
|
|
|
47,721
|
|
|||||||
Excess tax benefit on deferred compensation and employee stock plans
|
|
|
|
|
7,558
|
|
|
|
|
|
|
|
|
|
7,558
|
|
||||||||||
Repurchase of common stock
|
(3,764
|
)
|
|
(376
|
)
|
|
75,000
|
|
|
|
|
|
|
|
(238,661
|
)
|
|
(164,037
|
)
|
|||||||
Balance December 31, 2014
|
146,458
|
|
|
14,646
|
|
|
321,968
|
|
|
2,648,539
|
|
|
(28,610
|
)
|
|
(1,909,528
|
)
|
|
1,047,015
|
|
||||||
Net income
|
|
|
|
|
|
|
509,699
|
|
|
|
|
|
|
509,699
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
(9,336
|
)
|
|
|
|
(9,336
|
)
|
|||||||||||
Dividends declared, $1.57 per share
|
|
|
|
|
|
|
(235,618
|
)
|
|
|
|
|
|
(235,618
|
)
|
|||||||||||
Stock issued for employee benefit plans
|
254
|
|
|
25
|
|
|
(9,095
|
)
|
|
|
|
|
|
13,258
|
|
|
4,188
|
|
||||||||
Issuance of restricted stock
|
164
|
|
|
16
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
58,039
|
|
|
|
|
|
|
|
28
|
|
|
58,067
|
|
|||||||
Excess tax benefit on deferred compensation and employee stock plans
|
|
|
|
|
8,548
|
|
|
|
|
|
|
|
|
8,548
|
|
|||||||||||
Repurchase of common stock
|
(3,421
|
)
|
|
(342
|
)
|
|
|
|
|
|
|
|
(231,771
|
)
|
|
(232,113
|
)
|
|||||||||
Balance December 31, 2015
|
143,455
|
|
|
$
|
14,345
|
|
|
$
|
379,444
|
|
|
$
|
2,922,620
|
|
|
$
|
(37,946
|
)
|
|
$
|
(2,128,013
|
)
|
|
$
|
1,150,450
|
|
|
For the year ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
509,699
|
|
|
$
|
449,711
|
|
|
$
|
415,904
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
66,409
|
|
|
57,009
|
|
|
56,882
|
|
|||
Provision for doubtful accounts
|
11,538
|
|
|
15,092
|
|
|
15,587
|
|
|||
Stock-based compensation
|
57,661
|
|
|
47,861
|
|
|
9,094
|
|
|||
Gain on divestiture
|
—
|
|
|
(1,848
|
)
|
|
—
|
|
|||
Deferred income taxes
|
(17,095
|
)
|
|
(3,117
|
)
|
|
25,226
|
|
|||
Other
|
7,409
|
|
|
710
|
|
|
314
|
|
|||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
5
|
|
|||
Changes in operating elements, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
107,560
|
|
|
(137,102
|
)
|
|
(87,316
|
)
|
|||
Prepaid expenses and other
|
(228
|
)
|
|
6,294
|
|
|
(5,254
|
)
|
|||
Other non-current assets
|
741
|
|
|
380
|
|
|
—
|
|
|||
Accounts payable and outstanding checks
|
(53,272
|
)
|
|
40,251
|
|
|
47,488
|
|
|||
Accrued compensation and profit-sharing contribution
|
18,580
|
|
|
40,236
|
|
|
(15,097
|
)
|
|||
Accrued income taxes
|
5,178
|
|
|
(4,370
|
)
|
|
(105,857
|
)
|
|||
Other accrued liabilities
|
4,156
|
|
|
2,319
|
|
|
(9,199
|
)
|
|||
Net cash provided by operating activities
|
718,336
|
|
|
513,426
|
|
|
347,777
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(28,115
|
)
|
|
(22,364
|
)
|
|
(40,354
|
)
|
|||
Purchases and development of software
|
(16,527
|
)
|
|
(7,138
|
)
|
|
(7,852
|
)
|
|||
Acquisitions, net of cash acquired
|
(369,833
|
)
|
|
—
|
|
|
19,126
|
|
|||
Restricted cash
|
359,388
|
|
|
(359,388
|
)
|
|
—
|
|
|||
Other
|
641
|
|
|
(6
|
)
|
|
221
|
|
|||
Net cash used for investing activities
|
(54,446
|
)
|
|
(388,896
|
)
|
|
(28,859
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from stock issued for employee benefit plans
|
15,557
|
|
|
11,942
|
|
|
15,166
|
|
|||
Stock tendered for payment of withholding taxes
|
(11,368
|
)
|
|
(12,604
|
)
|
|
(50,144
|
)
|
|||
Payment of contingent purchase price
|
—
|
|
|
—
|
|
|
(927
|
)
|
|||
Repurchase of common stock
|
(229,863
|
)
|
|
(164,041
|
)
|
|
(757,305
|
)
|
|||
Cash dividends
|
(235,615
|
)
|
|
(215,008
|
)
|
|
(220,257
|
)
|
|||
Excess tax benefit on stock-based compensation
|
8,548
|
|
|
7,558
|
|
|
27,209
|
|
|||
Proceeds from short-term borrowings
|
6,833,000
|
|
|
4,823,000
|
|
|
4,165,023
|
|
|||
Payments on short-term borrowings
|
(6,988,000
|
)
|
|
(4,593,000
|
)
|
|
(4,043,669
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(1,484
|
)
|
|
—
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
500,000
|
|
|||
Net cash used for financing activities
|
(607,741
|
)
|
|
(143,637
|
)
|
|
(364,904
|
)
|
|||
Effect of exchange rates on cash
|
(16,860
|
)
|
|
(14,000
|
)
|
|
(1,986
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
39,289
|
|
|
(33,107
|
)
|
|
(47,972
|
)
|
|||
Cash and cash equivalents, beginning of year
|
128,940
|
|
|
162,047
|
|
|
210,019
|
|
|||
Cash and cash equivalents, end of year
|
$
|
168,229
|
|
|
$
|
128,940
|
|
|
$
|
162,047
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
311,800
|
|
|
$
|
271,979
|
|
|
$
|
313,799
|
|
Cash paid for interest
|
$
|
28,537
|
|
|
$
|
27,066
|
|
|
$
|
3,875
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
320,445
|
|
|
$
|
257,587
|
|
|
$
|
284,693
|
|
Other locations
|
24,878
|
|
|
26,254
|
|
|
24,567
|
|
|||
Total long-lived assets
|
$
|
345,323
|
|
|
$
|
283,841
|
|
|
$
|
309,260
|
|
2015
|
$
|
32,412
|
|
2014
|
29,340
|
|
|
2013
|
27,757
|
|
|
2015
|
|
2014
|
||||
Furniture, fixtures, and equipment
|
$
|
200,215
|
|
|
$
|
180,233
|
|
Buildings
|
110,056
|
|
|
79,981
|
|
||
Corporate aircraft
|
11,334
|
|
|
11,334
|
|
||
Leasehold improvements
|
28,178
|
|
|
25,545
|
|
||
Land
|
23,759
|
|
|
14,983
|
|
||
Construction in progress
|
5,597
|
|
|
1,612
|
|
||
Less accumulated depreciation
|
(188,265
|
)
|
|
(161,217
|
)
|
||
Net property and equipment
|
$
|
190,874
|
|
|
$
|
152,471
|
|
2015
|
|
$
|
9,624
|
|
2014
|
|
8,921
|
|
|
2013
|
|
8,759
|
|
|
2015
|
|
2014
|
||||
Purchased software
|
$
|
23,569
|
|
|
$
|
21,872
|
|
Internally developed software
|
40,796
|
|
|
27,429
|
|
||
Less accumulated amortization
|
(42,930
|
)
|
|
(35,369
|
)
|
||
Net software
|
$
|
21,435
|
|
|
$
|
13,932
|
|
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
825,038
|
|
|
$
|
829,073
|
|
Acquisitions
|
287,220
|
|
|
—
|
|
||
Translation
|
(3,921
|
)
|
|
(4,035
|
)
|
||
Balance, end of year
|
$
|
1,108,337
|
|
|
$
|
825,038
|
|
|
2015
|
|
2014
|
||||
Gross
|
$
|
171,172
|
|
|
$
|
133,372
|
|
Accumulated amortization
|
(61,405
|
)
|
|
(36,917
|
)
|
||
Net
|
$
|
109,767
|
|
|
$
|
96,455
|
|
|
2015
|
|
2014
|
||||
Trademarks
|
$
|
10,475
|
|
|
$
|
1,875
|
|
2015
|
$
|
24,373
|
|
2014
|
18,748
|
|
|
2013
|
20,128
|
|
2016
|
$
|
24,368
|
|
2017
|
24,309
|
|
|
2018
|
23,785
|
|
|
2019
|
23,785
|
|
|
2020
|
13,520
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
109,767
|
|
•
|
Level 1-Quoted market prices in active markets for identical assets or liabilities.
|
•
|
Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data.
|
•
|
Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, beginning of period
|
$
|
18,274
|
|
|
$
|
16,897
|
|
|
$
|
16,788
|
|
Additions based on tax positions related to the current year
|
1,520
|
|
|
2,002
|
|
|
1,572
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
839
|
|
|
1,105
|
|
|||
Reductions for tax positions of prior years
|
(810
|
)
|
|
(183
|
)
|
|
(1,464
|
)
|
|||
Lapse in statute of limitations
|
(5,188
|
)
|
|
(1,281
|
)
|
|
(238
|
)
|
|||
Settlements
|
(525
|
)
|
|
—
|
|
|
(866
|
)
|
|||
Unrecognized tax benefits, end of the period
|
$
|
13,271
|
|
|
$
|
18,274
|
|
|
$
|
16,897
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
259,793
|
|
|
$
|
224,468
|
|
|
$
|
180,351
|
|
State
|
37,129
|
|
|
32,110
|
|
|
26,351
|
|
|||
Foreign
|
33,255
|
|
|
20,259
|
|
|
25,529
|
|
|||
|
330,177
|
|
|
276,837
|
|
|
232,231
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(14,559
|
)
|
|
(5,302
|
)
|
|
24,877
|
|
|||
State
|
(2,074
|
)
|
|
(755
|
)
|
|
3,623
|
|
|||
Foreign
|
(462
|
)
|
|
2,940
|
|
|
(3,274
|
)
|
|||
|
(17,095
|
)
|
|
(3,117
|
)
|
|
25,226
|
|
|||
Total provision
|
$
|
313,082
|
|
|
$
|
273,720
|
|
|
$
|
257,457
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.8
|
|
|
2.8
|
|
|
2.9
|
|
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
38.1
|
%
|
|
37.8
|
%
|
|
38.2
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Compensation
|
$
|
91,729
|
|
|
$
|
78,516
|
|
Receivables
|
16,243
|
|
|
13,397
|
|
||
Other
|
9,242
|
|
|
8,103
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(133,375
|
)
|
|
(115,761
|
)
|
||
Prepaid assets
|
(13,418
|
)
|
|
(10,808
|
)
|
||
Long-lived assets
|
(18,666
|
)
|
|
(19,018
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
—
|
|
|
(13,616
|
)
|
||
Other
|
(427
|
)
|
|
(28
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(48,672
|
)
|
|
$
|
(59,215
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
14,607
|
|
|
$
|
9,243
|
|
|
$
|
5
|
|
Stock awards
|
40,785
|
|
|
36,510
|
|
|
6,808
|
|
|||
Company expense on ESPP discount
|
2,269
|
|
|
2,108
|
|
|
2,281
|
|
|||
Total stock-based compensation expense
|
$
|
57,661
|
|
|
$
|
47,861
|
|
|
$
|
9,094
|
|
2015
|
$
|
400
|
|
2014
|
4
|
|
|
2013
|
7,640
|
|
Year of grant
|
|
First vesting date
|
|
Last vesting date
|
|
Options
granted, net of forfeitures |
|
Weighted
average grant date fair value |
|
Unvested options
|
||||
2011
|
|
December 31, 2012
|
|
December 31, 2016
|
|
894,254
|
|
|
$
|
15.72
|
|
|
352,850
|
|
2012
|
|
December 31, 2013
|
|
December 31, 2017
|
|
1,143,939
|
|
|
13.15
|
|
|
725,564
|
|
|
2013
|
|
December 31, 2014
|
|
December 31, 2018
|
|
1,405,906
|
|
|
11.83
|
|
|
702,953
|
|
|
2014
|
|
December 31, 2015
|
|
December 31, 2019
|
|
1,278,231
|
|
|
14.17
|
|
|
958,674
|
|
|
|
|
|
|
|
|
4,722,330
|
|
|
$
|
13.52
|
|
|
2,740,041
|
|
Year of grant
|
|
First vesting date
|
|
Last vesting date
|
|
Options
granted, net of forfeitures |
|
Weighted
average grant date fair value |
|
Unvested options
|
||||
2015
|
|
December 31, 2016
|
|
December 31, 2020
|
|
1,428,531
|
|
|
$
|
12.66
|
|
|
1,428,531
|
|
|
2015 Grants
|
|
2014 Grants
|
|
2013 Grants
|
||||||
Risk-free interest rate
|
1.95-1.96%
|
|
|
1.93-1.96%
|
|
|
.18-1.94%
|
|
|||
Dividend per share (quarterly amounts)
|
$0.38-0.43
|
|
|
$0.35-0.38
|
|
|
$0.35
|
|
|||
Expected volatility factor
|
22.0-24.0%
|
|
|
22.0-25.0%
|
|
|
25.0-27.5%
|
|
|||
Expected option term
|
6.29 years
|
|
|
6.3 years
|
|
|
.01-6.3 years
|
|
|||
Weighted average fair value per option
|
$
|
12.68
|
|
|
$
|
14.23
|
|
|
$
|
11.73
|
|
|
Number of Performance
Shares and Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Unvested at December 31, 2014
|
1,536,154
|
|
|
$
|
54.67
|
|
Granted
|
407,019
|
|
|
52.08
|
|
|
Vested
|
(492,129
|
)
|
|
55.27
|
|
|
Forfeitures
|
(179,004
|
)
|
|
62.13
|
|
|
Unvested at December 31, 2015
|
1,272,040
|
|
|
$
|
52.56
|
|
Year of grant
|
|
First vesting date
|
|
Last vesting date
|
|
Performance shares and stock units
granted, net of
forfeitures
|
|
Weighted
average grant
date fair value
(1)
|
|
Unvested performance shares and restricted stock units
|
||||
2011
|
|
December 31, 2012
|
|
December 31, 2016
|
|
569,854
|
|
|
$
|
53.72
|
|
|
222,243
|
|
2012
|
|
December 31, 2013
|
|
December 31, 2017
|
|
331,780
|
|
|
48.65
|
|
|
209,022
|
|
|
2013
|
|
December 31, 2014
|
|
December 31, 2018
|
|
395,016
|
|
|
46.45
|
|
|
197,510
|
|
|
2014
|
|
December 31, 2015
|
|
December 31, 2019
|
|
337,154
|
|
|
60.56
|
|
|
252,866
|
|
|
2015
|
|
December 31, 2016
|
|
December 31, 2020
|
|
390,400
|
|
|
51.88
|
|
|
390,400
|
|
|
|
|
|
|
|
|
2,024,204
|
|
|
$
|
52.56
|
|
|
1,272,041
|
|
(1)
|
Amount shown is the weighted average grant date fair value of performance shares and restricted stock units granted, net of forfeitures.
|
|
Number of Restricted
Shares and Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Unvested at December 31, 2014
|
954,124
|
|
|
$
|
52.12
|
|
Granted
|
482,222
|
|
|
51.93
|
|
|
Vested
|
(237,563
|
)
|
|
48.87
|
|
|
Forfeitures
|
(71,261
|
)
|
|
52.62
|
|
|
Unvested at December 31, 2015
|
1,127,522
|
|
|
$
|
52.69
|
|
2015
|
$
|
40,785
|
|
2014
|
36,510
|
|
|
2013
|
6,808
|
|
|
|
Shares purchased
by employees
|
|
Aggregate cost
to employees
|
|
Expense recognized
by the company
|
|||||
2015
|
|
228,103
|
|
|
$
|
13,045
|
|
|
$
|
2,269
|
|
2014
|
|
231,564
|
|
|
11,943
|
|
|
2,108
|
|
||
2013
|
|
259,730
|
|
|
12,928
|
|
|
2,281
|
|
|
|
Shares repurchased
|
|
Total value of shares
repurchased
|
|||
2012 Program
|
|
|
|
|
|||
2013 Purchases
|
|
10,000,000
|
|
|
$
|
579,853
|
|
|
|
Shares repurchased
|
|
Total value of shares
repurchased |
|||
2013 Program
|
|
|
|
|
|||
2013 Purchases
|
|
930,075
|
|
|
$
|
57,689
|
|
2014 Purchases
|
|
3,763,583
|
|
|
239,037
|
|
|
2015 Purchases
|
|
3,420,681
|
|
|
232,113
|
|
2015
|
$
|
46,507
|
|
2014
|
30,112
|
|
|
2013
|
19,907
|
|
2015
|
$
|
56,210
|
|
2014
|
56,871
|
|
|
2013
|
54,753
|
|
2016
|
$
|
43,888
|
|
2017
|
39,108
|
|
|
2018
|
31,349
|
|
|
2019
|
27,842
|
|
|
2020
|
22,437
|
|
|
Thereafter
|
108,845
|
|
|
Total
|
$
|
273,469
|
|
Cash and cash equivalents
|
$
|
29,302
|
|
Receivables
|
56,228
|
|
|
Other current assets
|
2,395
|
|
|
Property and equipment
|
43,687
|
|
|
Identifiable intangible assets
|
37,800
|
|
|
Goodwill
|
287,220
|
|
|
Trademarks
|
8,600
|
|
|
Other noncurrent assets
|
3,421
|
|
|
Total assets
|
468,653
|
|
|
|
|
||
Accounts payable
|
(44,622
|
)
|
|
Accrued expenses
|
(5,485
|
)
|
|
Other liabilities
|
(19,939
|
)
|
|
Net assets acquired
|
$
|
398,607
|
|
|
Estimated Life (years)
|
|
|
||
Customer relationships
|
5
|
|
$
|
37,500
|
|
Noncompete agreements
|
5
|
|
300
|
|
|
Total identifiable intangible assets
|
|
|
$
|
37,800
|
|
|
Twelve Months Ended December 31, 2014
|
||||||||||
|
C.H. Robinson
|
|
Freightquote
|
|
Combined
|
||||||
|
As Reported
|
|
Operations
|
|
Pro Forma
|
||||||
Total revenues
|
$
|
13,470,067
|
|
|
$
|
623,245
|
|
|
$
|
14,093,312
|
|
Income from operations
|
748,418
|
|
|
24,131
|
|
|
772,549
|
|
2015
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
(1)
|
|
$
|
2,947,257
|
|
|
$
|
3,130,722
|
|
|
$
|
3,044,500
|
|
|
$
|
2,867,301
|
|
Sourcing
|
|
353,633
|
|
|
414,366
|
|
|
374,753
|
|
|
343,552
|
|
||||
Total revenues
|
|
3,300,890
|
|
|
3,545,088
|
|
|
3,419,253
|
|
|
3,210,853
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Purchased transportation and related services
(1)
|
|
2,452,112
|
|
|
2,582,374
|
|
|
2,484,409
|
|
|
2,323,376
|
|
||||
Purchased products sourced for resale
|
|
323,668
|
|
|
378,696
|
|
|
346,269
|
|
|
316,700
|
|
||||
Personnel expenses
|
|
255,144
|
|
|
263,999
|
|
|
264,077
|
|
|
268,190
|
|
||||
Other selling, general, and administrative expenses
|
|
88,041
|
|
|
90,924
|
|
|
91,787
|
|
|
88,008
|
|
||||
Total costs and expenses
|
|
3,118,965
|
|
|
3,315,993
|
|
|
3,186,542
|
|
|
2,996,274
|
|
||||
Income from operations
|
|
181,925
|
|
|
229,095
|
|
|
232,711
|
|
|
214,579
|
|
||||
Net income
|
|
$
|
106,476
|
|
|
$
|
137,208
|
|
|
$
|
139,432
|
|
|
$
|
126,583
|
|
Basic net income per share
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.96
|
|
|
$
|
0.88
|
|
Diluted net income per share
|
|
$
|
0.73
|
|
|
$
|
0.94
|
|
|
$
|
0.96
|
|
|
$
|
0.88
|
|
Basic weighted average shares outstanding
|
|
146,204
|
|
|
145,515
|
|
|
144,578
|
|
|
143,484
|
|
||||
Dilutive effect of outstanding stock awards
|
|
179
|
|
|
164
|
|
|
204
|
|
|
660
|
|
||||
Diluted weighted average shares outstanding
|
|
146,383
|
|
|
145,679
|
|
|
144,782
|
|
|
144,144
|
|
||||
Market price range of common stock:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
76.18
|
|
|
$
|
73.09
|
|
|
$
|
71.50
|
|
|
$
|
73.34
|
|
Low
|
|
$
|
67.11
|
|
|
$
|
61.46
|
|
|
$
|
61.64
|
|
|
$
|
59.71
|
|
2014
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
(1)
|
|
$
|
2,806,777
|
|
|
$
|
3,042,102
|
|
|
$
|
3,073,382
|
|
|
$
|
3,014,251
|
|
Sourcing
|
|
335,808
|
|
|
460,816
|
|
|
393,980
|
|
|
342,951
|
|
||||
Total revenues
|
|
3,142,585
|
|
|
3,502,918
|
|
|
3,467,362
|
|
|
3,357,202
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Purchased transportation and related services
(1)
|
|
2,376,388
|
|
|
2,555,959
|
|
|
2,575,619
|
|
|
2,536,440
|
|
||||
Purchased products sourced for resale
|
|
308,962
|
|
|
425,922
|
|
|
364,179
|
|
|
318,946
|
|
||||
Personnel expenses
|
|
220,297
|
|
|
238,986
|
|
|
244,621
|
|
|
235,117
|
|
||||
Other selling, general, and administrative expenses
|
|
79,967
|
|
|
81,669
|
|
|
79,606
|
|
|
78,971
|
|
||||
Total costs and expenses
|
|
2,985,614
|
|
|
3,302,536
|
|
|
3,264,025
|
|
|
3,169,474
|
|
||||
Income from operations
|
|
156,971
|
|
|
200,382
|
|
|
203,337
|
|
|
187,728
|
|
||||
Net income
|
|
$
|
93,187
|
|
|
$
|
118,596
|
|
|
$
|
124,981
|
|
|
$
|
112,947
|
|
Basic net income per share
|
|
$
|
0.63
|
|
|
$
|
0.80
|
|
|
$
|
0.85
|
|
|
$
|
0.77
|
|
Diluted net income per share
|
|
$
|
0.63
|
|
|
$
|
0.80
|
|
|
$
|
0.85
|
|
|
$
|
0.77
|
|
Basic weighted average shares outstanding
|
|
148,517
|
|
|
147,826
|
|
|
146,646
|
|
|
145,856
|
|
||||
Dilutive effect of outstanding stock awards
|
|
491
|
|
|
148
|
|
|
210
|
|
|
794
|
|
||||
Diluted weighted average shares outstanding
|
|
149,008
|
|
|
147,974
|
|
|
146,856
|
|
|
146,650
|
|
||||
Market price range of common stock:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
60.31
|
|
|
$
|
64.09
|
|
|
$
|
69.50
|
|
|
$
|
77.49
|
|
Low
|
|
$
|
50.21
|
|
|
$
|
51.10
|
|
|
$
|
63.09
|
|
|
$
|
63.42
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
9,809,847
|
|
|
$
|
65.03
|
|
|
715,064
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
9,809,847
|
|
|
$
|
65.03
|
|
|
715,064
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this report:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
41,051
|
|
|
$
|
39,292
|
|
|
$
|
34,560
|
|
Provision
|
11,538
|
|
|
15,092
|
|
|
15,587
|
|
|||
Write-offs
|
(9,134
|
)
|
|
(13,333
|
)
|
|
(10,855
|
)
|
|||
Balance, end of year
|
$
|
43,455
|
|
|
$
|
41,051
|
|
|
$
|
39,292
|
|
|
|
|
C.H. ROBINSON WORLDWIDE, INC.
|
||
|
|
|
By:
|
|
/s/ BEN G. CAMPBELL
|
|
|
Ben G. Campbell
|
|
|
Chief Legal Officer and Secretary
|
Signature
|
|
Title
|
|
|
|
/s/ JOHN P. WIEHOFF
|
|
Chief Executive Officer, President, and Chairman of the Board (Principal Executive Officer)
|
John P. Wiehoff
|
|
|
|
|
|
/s/ ANDREW C. CLARKE
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Andrew C. Clarke
|
|
|
|
|
|
*
|
|
Director
|
Scott P. Anderson
|
|
|
|
|
|
*
|
|
Director
|
Robert Ezrilov
|
|
|
|
|
|
*
|
|
Director
|
Wayne M. Fortun
|
|
|
|
|
|
*
|
|
Director
|
Mary J. Steele Guilfoile
|
|
|
|
|
|
*
|
|
Director
|
Jodee Kozlak
|
|
|
|
|
|
*
|
|
Director
|
ReBecca Koenig Roloff
|
|
|
|
|
|
*
|
|
Director
|
Brian P. Short
|
|
|
|
|
|
*
|
|
Director
|
James B. Stake
|
|
|
|
|
*By:
|
|
/s/ BEN G. CAMPBELL
|
|
|
Ben G. Campbell
|
|
|
Attorney-in-Fact
|
|
|
|
Number
|
|
Description
|
2.1
|
|
Asset Purchase Agreement by and among C.H. Robinson Worldwide, Inc., T-Chek Systems, Inc., and Electronic Funds Source LLC, dated as of October 16, 2012 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on October 17, 2012)
|
|
|
|
2.2
|
|
Purchase Agreement dated as of September 24, 2012, among Phoenix International Freight Services, Ltd., the Selling Shareholders thereto, James William McInerney and Emil Sanchez, solely in their respective capacities as Selling Shareholder Representatives, and C.H. Robinson Worldwide, Inc. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on November 1, 2012)
|
|
|
|
2.3
|
|
Agreement and Plan of Merger dated December 1, 2014 among C.H. Robinson Company Inc., Jayhawk Merger Subsidiary, Inc., Freightquote.com, Inc., and the Stockholders’ Representative named therein (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 2, 2014)
|
|
|
|
3.1
|
|
Certificate of Incorporation of the Company (as amended on May 19, 2012 and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed May 15, 2012)
|
|
|
|
3.2
|
|
Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed on August 15, 1997, Registration No. 333-33731)
|
|
|
|
3.3
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock of the Company (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed on October 9, 1997, Registration No. 333-33731)
|
|
|
|
4.1
|
|
Form of Certificate for Common Stock (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on October 9, 1997, Registration No. 333-33731, file no. 000-23189)
|
|
|
|
4.2
|
|
Amended and Restated Rights Agreement between the Company and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, dated September 10, 2007, file no. 000-23189)
|
|
|
|
†10.1
|
|
1997 Omnibus Stock Plan (as amended May 18, 2006) (Incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006, file no. 000-23189)
|
|
|
|
†10.2
|
|
C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2013)
|
|
|
|
10.3
|
|
Credit Agreement dated as of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto, and U.S. Bank National Association, as Administrative Agent for the Lenders, as Swing Line Lender and as LC Issuer (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed November 1, 2012)
|
|
|
|
10.4
|
|
Omnibus Amendment dated December 31, 2014 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement dated, as of October 29, 2012, by and among the C.H. Robinson Company, Inc., the lenders, and U.S. Bank National Association, as LC Issuer Swing Line Lender and Administrative Agent for the Lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 6, 2015)
|
|
|
|
10.5
|
|
Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and J.P. Morgan Securities LLC, as agent for JP Morgan Chase Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2013)
|
|
|
|
10.6
|
|
Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2013)
|
|
|
|
10.7
|
|
Note Purchase Agreement dated as of August 23, 2013, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 26, 2013)
|
|
|
|
10.8
|
|
First Amendment to Note Purchase Agreement dated February 20, 2015, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.8 tp the Registrant Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
†10.9
|
|
Form of Management-Employee Agreement (Key Employee) (Incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, file no. 000-23189)
|
|
|
|
†10.10
|
|
Form of Management Confidentiality and Noncompetition Agreement (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, file no. 000-23189)
|
|
|
|
†10.11
|
|
C.H. Robinson Worldwide, Inc. 2010 Non-Equity Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 26, 2010, file no. 000-23189)
|
|
|
|
†10.12
|
|
Robinson Companies Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on 10-K for the year ended December 31, 2012)
|
|
|
|
†10.13
|
|
Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H. Robinson Worldwide, Inc. and John P. Wiehoff (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000, file no. 000-23189)
|
|
|
|
Number
|
|
Description
|
†10.14
|
|
Form of Restricted Stock Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, file no. 000-23189)
|
|
|
|
†10.15
|
|
Form of Restricted Unit Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, file no. 000-23189)
|
|
|
|
†10.16
|
|
2012 Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, file no. 000-23189)
|
|
|
|
†10.17
|
|
2012 Form of Restricted Stock Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
|
|
†10.18
|
|
2012 Form of Restricted Stock Award for Officers (Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
|
|
†10.19
|
|
2012 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
|
|
|
†10.20
|
|
Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
†10.21
|
|
Form of Performance Share Award for Officers (Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
†10.22
|
|
Form of Performance Share Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
†10.23
|
|
Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
|
|
*†10.24
|
|
Form of Incentive Stock Option (Time-Based U.S.) Agreement
|
|
|
|
†10.25
|
|
Key Employee Agreement (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
|
|
|
†10.26
|
|
Employee Confidentiality and Protection of Business Agreement (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
|
|
|
*21
|
|
Subsidiaries of the Company
|
|
|
|
*23.1
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
*24
|
|
Powers of Attorney
|
|
|
|
*31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*32.1
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*101
|
|
The following financial statements from our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016, formatted in XBRL: (i) Consolidated Statement of Operations for the years ended December 31, 2015, 2014, and 2013, (ii) Consolidated Balance Sheets as of December 31, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014, (iv) Consolidated Statements of Stockholders’ Investment for the years ended 2015, 2014, and 2013, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text
|
*
|
Filed herewith
|
†
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of the Form 10-K Report
|
Sum of Age in Whole Years and Tenure in Whole Years
|
Years of Potential Post-Employment Vesting
|
At least 50 and less than 60
|
3 years
|
At least 60 and less than 70
|
4 years
|
At least 70 and greater
|
5 years
|
|
|
|
Name
|
|
Where incorporated
|
|
|
|
C.H. Robinson International, Inc.
|
|
Minnesota, USA
|
|
|
|
C.H. Robinson Worldwide Chile, S.A.
|
|
Chile
|
|
|
|
C.H. Robinson de Mexico, S.A. de C.V.
|
|
Mexico
|
|
|
|
C.H. Robinson Company (Canada) Ltd.
|
|
Canada
|
|
|
|
CHR Global Forwarding Canada, Ltd.
|
|
Canada
|
|
|
|
C.H. Robinson Company
|
|
Delaware, USA
|
|
|
|
C.H. Robinson Company, Inc.
|
|
Minnesota, USA
|
|
|
|
C.H. Robinson Worldwide Foundation
|
|
Minnesota, USA
|
|
|
|
C.H. Robinson Worldwide Logistics (Dalian) Co. Ltd.
|
|
China
|
|
|
|
C.H. Robinson Worldwide (Hong Kong) Ltd.
|
|
Hong Kong
|
|
|
|
C.H. Robinson Worldwide Argentina, S.A.
|
|
Argentina
|
|
|
|
C.H. Robinson Worldwide Logistica Do Brasil Ltda.
|
|
Brazil
|
|
|
|
C.H. Robinson Worldwide Colombia SAS
|
|
Colombia
|
|
|
|
C.H. Robinson Worldwide Uruguay S.A.
|
|
Uruguay
|
|
|
|
C.H. Robinson Czech Republic s.r.o.
|
|
Czech Republic
|
|
|
|
C.H. Robinson France SAS
|
|
France
|
|
|
|
C.H. Robinson Worldwide GmbH
|
|
Germany
|
|
|
|
C.H. Robinson Hungary Transport, LLC (C.H. Robinson Hungaria Kft)
|
|
Hungary
|
|
|
|
C.H. Robinson Europe B.V.
|
|
Netherlands
|
|
|
|
C.H. Robinson Iberica SL
|
|
Spain
|
|
|
|
C.H. Robinson Austria GmbH
|
|
Austria
|
|
|
|
C.H. Robinson Switzerland GmbH
|
|
Switzerland
|
|
|
|
CHROBINSON Logistics and Transport Services Limited (Turkey)
|
|
Turkey
|
|
|
|
C.H. Robinson Worldwide Freight India Private Limited
|
|
India
|
|
|
|
C.H. Robinson Belgium BVBA
|
|
Belgium
|
|
|
|
C.H Robinson Worldwide (Shanghai) Co. Ltd.
|
|
China
|
|
|
|
C.H. Robinson Worldwide Singapore Pte. Ltd
|
|
Singapore
|
|
|
|
C.H. Robinson Project Logistics Ltd.
|
|
Canada
|
|
|
|
CH Robinson Project Logistics Sdn. Bhd.
|
|
Malaysia
|
|
|
|
C.H. Robinson Worldwide (Australia) Pty. Ltd.
|
|
Australia
|
|
|
|
C.H. Robinson Worldwide (UK) Ltd.
|
|
United Kingdom
|
|
|
|
C.H. Robinson International Puerto Rico, Inc.
|
|
Puerto Rico
|
|
|
|
C.H. Robinson Luxembourg, SARL
|
|
Luxembourg
|
|
|
|
C.H. Robinson Worldwide Peru SA
|
|
Peru
|
|
|
|
C.H. Robinson Worldwide (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
|
|
|
C.H. Robinson Project Logistics Pte. Ltd.
|
|
Singapore
|
|
|
|
C.H. Robinson Sweden AB
|
|
Sweden
|
|
|
|
C.H. Robinson International Italy, SRL
|
|
Italy
|
|
|
|
C.H. Robinson Project Logistics, Inc.
|
|
Texas, USA
|
|
|
|
Rosemont Farms, LLC
|
|
Minnesota, USA
|
|
|
|
C.H. Robinson Worldwide SA de CV
|
|
Mexico
|
|
|
|
Robinson Holding Company
|
|
Minnesota, USA
|
|
|
|
FoodSource, LLC
|
|
Minnesota, USA
|
|
|
|
C.H. Robinson Polska S.A.
|
|
Poland
|
|
|
|
C.H. Robinson Freight Services, Ltd. (USA)
|
|
Illinois, USA
|
|
|
|
C.H. Robinson Freight Services (Ireland) Ltd.
|
|
Ireland
|
|
|
|
CH Robinson Freight Services (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
|
|
|
C.H. Robinson Freight Services (Korea) Ltd.
|
|
Korea
|
|
|
|
C.H. Robinson Freight Services (Taiwan) Ltd.
|
|
Taiwan
|
|
|
|
C.H. Robinson Freight Services (China) Ltd.
|
|
China
|
|
|
|
Phoenix International Freight Services, Ltd. (UK)
|
|
UK
|
|
|
|
C.H. Robinson Freight Services (Singapore) Pte. Ltd.
|
|
Singapore
|
|
|
|
C.H. Robinson Freight Services (Thailand) Ltd.
|
|
Thailand
|
|
|
|
C.H. Robinson International (India) Private Ltd.
|
|
India
|
|
|
|
C.H. Robinson Freight Services Lanka (Private) Limited
|
|
Sri Lanka
|
|
|
|
Phoenix International Tahiti SARL
|
|
French Polynesia
|
|
|
|
CHR Holdings (Hong Kong) Limited
|
|
Hong Kong
|
|
|
|
C.H. Robinson Freight Services (Hong Kong) Limited
|
|
Hong Kong
|
|
|
|
C.H. Robinson Freight Services (Vietnam) Company Limited
|
|
Vietnam
|
|
|
|
C.H. Robinson Worldwide Costa Rica, SA
|
|
Costa Rica
|
|
|
|
Freighquote.com, Inc.
|
|
Delaware, USA
|
|
|
|
FQ Real Estate Holdings LLC
|
|
Missouri, USA
|
|
|
|
Freightview, Inc.
|
|
Kansas, USA
|
|
|
|
Twin Modal, Inc.
|
|
Minnesota, USA
|
|
|
|
Rockwell Transportation Services, LLC
|
|
Delaware, USA
|
|
|
|
Rockwell Freight Forwarding, LLC
|
|
Delaware, USA
|
|
|
|
Enterprise TMS LLC
|
|
Kansas, USA
|
|
|
|
Minneapolis, MN
|
February 29, 2016
|
Signature
|
|
Date
|
|
|
|
/s/ SCOTT P. ANDERSON
|
|
|
|
|
February 11, 2016
|
Scott P. Anderson
|
|
|
|
|
|
/s/ ROBERT EZRILOV
|
|
|
|
|
February 11, 2016
|
Robert Ezrilov
|
|
|
|
|
|
/s/ WAYNE M. FORTUN
|
|
|
|
|
February 11, 2016
|
Wayne M. Fortun
|
|
|
|
|
|
/s/ MARY J. STEELE GUILFOILE
|
|
|
|
|
February 11, 2016
|
Mary J. Steele Guilfoile
|
|
|
|
|
|
/s/ JODEE KOZLAK
|
|
|
|
|
February 11, 2016
|
Jodee Kozlak
|
|
|
|
|
|
/s/ REBECCA KOENIG ROLOFF
|
|
|
|
|
February 11, 2016
|
ReBecca Koenig Roloff
|
|
|
|
|
|
/s/ BRIAN P. SHORT
|
|
|
|
|
February 11, 2016
|
Brian P. Short
|
|
|
|
|
|
/s/ JAMES B. STAKE
|
|
|
|
|
February 11, 2016
|
James B. Stake
|
|
|
|
|
|
Signature:
|
|
/s/ JOHN P. WIEHOFF
|
Name:
|
|
John P. Wiehoff
|
Title:
|
|
Chief Executive Officer
|
|
|
|
Signature:
|
|
/s/ ANDREW C. CLARKE
|
Name:
|
|
Andrew C. Clarke
|
Title:
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JOHN P. WIEHOFF
|
John P. Wiehoff
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ANDREW C. CLARKE
|
Andrew C. Clarke
|
Chief Financial Officer
|