|
|
|
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)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Truckload
|
$
|
1,177,990
|
|
|
$
|
1,054,565
|
|
|
$
|
1,060,120
|
|
|
$
|
1,037,876
|
|
|
$
|
919,787
|
|
LTL
|
258,884
|
|
|
239,477
|
|
|
224,160
|
|
|
198,735
|
|
|
156,460
|
|
|||||
Intermodal
|
40,631
|
|
|
39,084
|
|
|
38,815
|
|
|
41,189
|
|
|
36,550
|
|
|||||
Ocean
|
208,422
|
|
|
187,671
|
|
|
84,924
|
|
|
66,873
|
|
|
60,763
|
|
|||||
Air
|
79,125
|
|
|
73,089
|
|
|
44,444
|
|
|
39,371
|
|
|
42,315
|
|
|||||
Customs
|
41,575
|
|
|
36,578
|
|
|
18,225
|
|
|
13,100
|
|
|
11,866
|
|
|||||
Other Logistics Services
|
73,097
|
|
|
67,931
|
|
|
57,449
|
|
|
46,772
|
|
|
45,388
|
|
|||||
Total
|
$
|
1,879,724
|
|
|
$
|
1,698,395
|
|
|
$
|
1,528,137
|
|
|
$
|
1,443,916
|
|
|
$
|
1,273,129
|
|
Region
|
Number of
Branches
|
|
North America
|
184
|
|
Europe
|
52
|
|
Asia
|
39
|
|
South America
|
6
|
|
Name
|
|
Age
|
|
Position
|
John P. Wiehoff
|
|
53
|
|
Chief Executive Officer, President, and Chairman of the Board
|
Ben G. Campbell
|
|
49
|
|
Chief Legal Officer and Secretary
|
Bryan D. Foe
|
|
47
|
|
President of C.H. Robinson Europe
|
Angela K. Freeman
|
|
47
|
|
Chief Human Resources Officer
|
Jordan Kass
|
|
42
|
|
President of Managed Services
|
James P. Lemke
|
|
47
|
|
President of Robinson Fresh
|
Chad M. Lindbloom
|
|
50
|
|
Chief Information Officer and Chief Financial Officer
|
Christopher J. O'Brien
|
|
47
|
|
Chief Commercial Officer
|
Stéphane D. Rambaud
|
|
50
|
|
President of Global Freight Forwarding
|
Scott A. Satterlee
|
|
46
|
|
President of North American Surface Transportation
|
•
|
People-Smart, dedicated, empowered people are 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-A significant investment in our Navisphere
®
proprietary technology gives 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 which 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
|
|
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
|
46,000
|
|
Atlanta, GA
|
27,000
|
|
Elk Grove Village, IL
|
25,000
|
|
Woodridge, IL
|
22,000
|
|
Chicago, IL
|
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
|
|
Laredo, TX
|
148,000
|
|
Elk Grove Village, IL
|
107,000
|
|
Wroclaw, Poland
|
104,000
|
|
Bethlehem, PA
|
85,000
|
|
Vancouver, WA
|
79,000
|
|
Miramar, FL
|
75,000
|
|
Atlanta, GA
|
70,000
|
|
Plant City, FL
(1)
|
65,000
|
|
Doral, FL
|
59,000
|
|
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, 2014-October 31, 2014
|
341,673
|
|
|
$
|
67.67
|
|
|
337,900
|
|
|
10,485,542
|
|
November 1, 2014-November 30, 2014
|
180,563
|
|
|
72.34
|
|
|
179,200
|
|
|
10,306,342
|
|
|
December 1, 2014-December 31, 2014
|
7,464
|
|
|
74.43
|
|
|
—
|
|
|
10,306,342
|
|
|
Fourth quarter 2014
|
529,700
|
|
|
$
|
69.36
|
|
|
517,100
|
|
|
10,306,342
|
|
|
December 31,
|
|||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|||||||
C.H. Robinson Worldwide, Inc.
|
$
|
100.00
|
|
|
138.81
|
|
|
122.83
|
|
|
113.77
|
|
|
107.61
|
|
|
141.34
|
|
S&P 500
|
$
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
S&P Midcap 400
|
$
|
100.00
|
|
|
126.64
|
|
|
124.45
|
|
|
146.69
|
|
|
195.84
|
|
|
214.97
|
|
NASDAQ Transportation
|
$
|
100.00
|
|
|
128.91
|
|
|
111.44
|
|
|
122.10
|
|
|
161.38
|
|
|
229.56
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
STATEMENT OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
(1)
|
|
2011
|
|
2010
|
||||||||||
Total revenues
|
$
|
13,470,067
|
|
|
$
|
12,752,076
|
|
|
$
|
11,359,113
|
|
|
$
|
10,336,346
|
|
|
$
|
9,274,305
|
|
Net revenues
|
2,007,652
|
|
|
1,836,095
|
|
|
1,717,571
|
|
|
1,632,658
|
|
|
1,467,978
|
|
|||||
Income from operations
|
748,418
|
|
|
682,650
|
|
|
675,320
|
|
|
692,730
|
|
|
622,860
|
|
|||||
Net income
|
449,711
|
|
|
415,904
|
|
|
593,804
|
|
|
431,612
|
|
|
387,026
|
|
|||||
Net income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.06
|
|
|
$
|
2.65
|
|
|
$
|
3.68
|
|
|
$
|
2.63
|
|
|
$
|
2.35
|
|
Diluted
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
$
|
3.67
|
|
|
$
|
2.62
|
|
|
$
|
2.33
|
|
Weighted average number of shares outstanding (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
147,202
|
|
|
156,915
|
|
|
161,557
|
|
|
164,114
|
|
|
164,909
|
|
|||||
Diluted
|
147,542
|
|
|
157,080
|
|
|
161,946
|
|
|
164,741
|
|
|
165,972
|
|
|||||
Dividends per share
|
$
|
1.43
|
|
|
$
|
1.40
|
|
|
$
|
1.34
|
|
|
$
|
1.20
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
529,599
|
|
|
$
|
394,504
|
|
|
$
|
440,073
|
|
|
$
|
734,911
|
|
|
$
|
710,161
|
|
Total assets
|
3,214,338
|
|
|
2,802,818
|
|
|
2,804,225
|
|
|
2,138,041
|
|
|
1,995,699
|
|
|||||
Current portion of debt
|
605,000
|
|
|
375,000
|
|
|
253,646
|
|
|
—
|
|
|
—
|
|
|||||
Long-term notes payable
|
500,000
|
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ investment
|
1,047,015
|
|
|
939,724
|
|
|
1,504,372
|
|
|
1,248,474
|
|
|
1,204,068
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Branches
|
281
|
|
|
285
|
|
|
276
|
|
|
235
|
|
|
231
|
|
|||||
Employees
|
11,521
|
|
|
11,676
|
|
|
10,929
|
|
|
8,353
|
|
|
7,628
|
|
(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
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income from Operations
|
$
|
748,418
|
|
|
$
|
682,650
|
|
|
$
|
675,320
|
|
|
$
|
692,730
|
|
|
$
|
622,860
|
|
Adjustments to Income from Operations
(1)
|
—
|
|
|
—
|
|
|
45,196
|
|
|
—
|
|
|
—
|
|
|||||
Income from Operations-Adjusted
|
$
|
748,418
|
|
|
$
|
682,650
|
|
|
$
|
720,516
|
|
|
$
|
692,730
|
|
|
$
|
622,860
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other (expense) income
|
$
|
(24,987
|
)
|
|
$
|
(9,289
|
)
|
|
$
|
283,142
|
|
|
$
|
1,974
|
|
|
$
|
1,242
|
|
Adjustments to Interest and other (expense) income
(2)
|
—
|
|
|
—
|
|
|
(281,551
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest and other (expense) income -Adjusted
|
$
|
(24,987
|
)
|
|
$
|
(9,289
|
)
|
|
$
|
1,591
|
|
|
$
|
1,974
|
|
|
$
|
1,242
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before Income Taxes
|
$
|
723,431
|
|
|
$
|
673,361
|
|
|
$
|
958,462
|
|
|
$
|
694,704
|
|
|
$
|
624,102
|
|
Adjustments to Income before Income Taxes
|
—
|
|
|
—
|
|
|
(236,355
|
)
|
|
—
|
|
|
—
|
|
|||||
Income before Income Taxes-Adjusted
|
$
|
723,431
|
|
|
$
|
673,361
|
|
|
$
|
722,107
|
|
|
$
|
694,704
|
|
|
$
|
624,102
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
449,711
|
|
|
$
|
415,904
|
|
|
$
|
593,804
|
|
|
$
|
431,612
|
|
|
$
|
387,026
|
|
Adjustments to Net Income
|
—
|
|
|
—
|
|
|
(146,797
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Income-Adjusted
|
$
|
449,711
|
|
|
$
|
415,904
|
|
|
$
|
447,007
|
|
|
$
|
431,612
|
|
|
$
|
387,026
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income per Share (basic)-Adjusted
|
$
|
3.06
|
|
|
$
|
2.65
|
|
|
$
|
2.77
|
|
|
$
|
2.63
|
|
|
$
|
2.35
|
|
Net Income per Share (diluted)-Adjusted
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
$
|
2.76
|
|
|
$
|
2.62
|
|
|
$
|
2.33
|
|
(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 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,
|
2014
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
||||||||
Transportation
|
$
|
11,921,974
|
|
|
$
|
11,069,710
|
|
|
7.7
|
%
|
|
$
|
9,685,415
|
|
|
14.3
|
%
|
Sourcing
|
1,533,555
|
|
|
1,669,134
|
|
|
(8.1
|
)
|
|
1,620,183
|
|
|
3.0
|
|
|||
Payment Services
|
14,538
|
|
|
13,232
|
|
|
9.9
|
|
|
53,515
|
|
|
(75.3
|
)
|
|||
Total
|
$
|
13,470,067
|
|
|
$
|
12,752,076
|
|
|
5.6
|
%
|
|
$
|
11,359,113
|
|
|
12.3
|
%
|
For the years ended December 31,
|
2014
|
|
2013
|
|
2012
|
|||
Transportation
|
15.8
|
%
|
|
15.3
|
%
|
|
15.8
|
%
|
Sourcing
|
7.5
|
|
|
7.6
|
|
|
8.4
|
|
Payment Services
|
85.2
|
|
|
81.2
|
|
|
99.0
|
|
Total
|
14.9
|
%
|
|
14.4
|
%
|
|
15.1
|
%
|
For the years ended December 31,
|
2014
|
|
2013
|
|
Change
|
|
2012
|
|
Change
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||
Truckload
|
$
|
1,177,990
|
|
|
$
|
1,054,565
|
|
|
11.7
|
%
|
|
$
|
1,060,120
|
|
|
(0.5
|
)%
|
LTL
(1)
|
258,884
|
|
|
239,477
|
|
|
8.1
|
|
|
224,160
|
|
|
6.8
|
|
|||
Intermodal
|
40,631
|
|
|
39,084
|
|
|
4.0
|
|
|
38,815
|
|
|
0.7
|
|
|||
Ocean
|
208,422
|
|
|
187,671
|
|
|
11.1
|
|
|
84,924
|
|
|
121.0
|
|
|||
Air
|
79,125
|
|
|
73,089
|
|
|
8.3
|
|
|
44,444
|
|
|
64.5
|
|
|||
Customs
|
41,575
|
|
|
36,578
|
|
|
13.7
|
|
|
18,225
|
|
|
100.7
|
|
|||
Other Logistics Services
|
73,097
|
|
|
67,931
|
|
|
7.6
|
|
|
57,449
|
|
|
18.2
|
|
|||
Total Transportation
|
1,879,724
|
|
|
1,698,395
|
|
|
10.7
|
|
|
1,528,137
|
|
|
11.1
|
|
|||
Sourcing
|
115,546
|
|
|
126,950
|
|
|
(9.0
|
)
|
|
136,438
|
|
|
(7.0
|
)
|
|||
Payment Services
|
12,382
|
|
|
10,750
|
|
|
15.2
|
|
|
52,996
|
|
|
(79.7
|
)
|
|||
Total
|
$
|
2,007,652
|
|
|
$
|
1,836,095
|
|
|
9.3
|
%
|
|
$
|
1,717,571
|
|
|
6.9
|
%
|
For the years ended December 31,
|
2014
|
|
2013
|
|
2012
|
|||
Net revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Personnel expenses
|
46.8
|
|
|
45.0
|
|
|
44.6
|
|
Other selling, general, and administrative expenses
|
15.9
|
|
|
17.8
|
|
|
16.1
|
|
Total operating expenses
|
62.7
|
|
|
62.8
|
|
|
60.7
|
|
Income from operations
|
37.3
|
|
|
37.2
|
|
|
39.3
|
|
Interest and other (expense) income
|
(1.2
|
)
|
|
(0.5
|
)
|
|
16.5
|
|
Income before provision for income taxes
|
36.0
|
|
|
36.7
|
|
|
55.8
|
|
Provision for income taxes
|
13.6
|
|
|
14.0
|
|
|
21.2
|
|
Net income
|
22.4
|
%
|
|
22.7
|
%
|
|
34.6
|
%
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Borrowings under credit agreements
|
$
|
605,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
605,000
|
|
Long-term notes payable
(1)
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
21,388
|
|
|
698,000
|
|
|
804,940
|
|
|||||||
Operating Leases
(2)
|
43,903
|
|
|
35,419
|
|
|
28,295
|
|
|
18,794
|
|
|
13,559
|
|
|
9,807
|
|
|
149,777
|
|
|||||||
Purchase Obligations
(3)
|
62,515
|
|
|
5,062
|
|
|
1,242
|
|
|
363
|
|
|
363
|
|
|
—
|
|
|
69,545
|
|
|||||||
Total
|
$
|
732,806
|
|
|
$
|
61,869
|
|
|
$
|
50,925
|
|
|
$
|
40,545
|
|
|
$
|
35,310
|
|
|
$
|
707,807
|
|
|
$
|
1,629,262
|
|
(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, 2014
, 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)
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
128,940
|
|
|
$
|
162,047
|
|
Restricted cash
|
359,388
|
|
|
—
|
|
||
Receivables, net of allowance for doubtful accounts of $41,051 and $39,292
|
1,571,591
|
|
|
1,449,581
|
|
||
Deferred tax asset
|
7,746
|
|
|
8,286
|
|
||
Prepaid expenses and other
|
37,794
|
|
|
44,571
|
|
||
Total current assets
|
2,105,459
|
|
|
1,664,485
|
|
||
Property and equipment
|
313,688
|
|
|
300,795
|
|
||
Accumulated depreciation and amortization
|
(161,217
|
)
|
|
(140,092
|
)
|
||
Net property and equipment
|
152,471
|
|
|
160,703
|
|
||
Goodwill
|
825,038
|
|
|
829,073
|
|
||
Other intangible assets, net of accumulated amortization of $36,917 and $33,325
|
98,330
|
|
|
117,467
|
|
||
Other assets
|
33,040
|
|
|
31,090
|
|
||
Total assets
|
$
|
3,214,338
|
|
|
$
|
2,802,818
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
716,654
|
|
|
$
|
685,890
|
|
Outstanding checks
|
78,601
|
|
|
69,117
|
|
||
Accrued expenses–
|
|
|
|
||||
Compensation and profit-sharing contribution
|
125,624
|
|
|
85,247
|
|
||
Income taxes
|
4,616
|
|
|
11,681
|
|
||
Other accrued liabilities
|
45,365
|
|
|
43,046
|
|
||
Current portion of debt
|
605,000
|
|
|
375,000
|
|
||
Total current liabilities
|
1,575,860
|
|
|
1,269,981
|
|
||
|
|
|
|
||||
Long-term debt
|
500,000
|
|
|
500,000
|
|
||
Noncurrent income taxes payable
|
24,279
|
|
|
21,584
|
|
||
Deferred tax liabilities
|
66,961
|
|
|
70,618
|
|
||
Other long term liabilities
|
223
|
|
|
911
|
|
||
Total liabilities
|
2,167,323
|
|
|
1,863,094
|
|
||
|
|
|
|
||||
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; 178,621 and 179,030 shares issued, 146,458 and 150,197 outstanding
|
14,646
|
|
|
15,020
|
|
||
Additional paid-in capital
|
321,968
|
|
|
217,894
|
|
||
Retained earnings
|
2,648,539
|
|
|
2,413,833
|
|
||
Accumulated other comprehensive loss
|
(28,610
|
)
|
|
(10,620
|
)
|
||
Treasury stock at cost (32,163 and 28,833 shares)
|
(1,909,528
|
)
|
|
(1,696,403
|
)
|
||
Total stockholders’ investment
|
1,047,015
|
|
|
939,724
|
|
||
Total liabilities and stockholders’ investment
|
$
|
3,214,338
|
|
|
$
|
2,802,818
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Transportation
|
$
|
11,921,974
|
|
|
$
|
11,069,710
|
|
|
$
|
9,685,415
|
|
Sourcing
|
1,533,555
|
|
|
1,669,134
|
|
|
1,620,183
|
|
|||
Payment Services
|
14,538
|
|
|
13,232
|
|
|
53,515
|
|
|||
Total revenues
|
13,470,067
|
|
|
12,752,076
|
|
|
11,359,113
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Purchased transportation and related services
|
10,042,250
|
|
|
9,371,315
|
|
|
8,157,278
|
|
|||
Purchased products sourced for resale
|
1,418,009
|
|
|
1,542,184
|
|
|
1,483,745
|
|
|||
Purchased payment services
|
2,156
|
|
|
2,482
|
|
|
519
|
|
|||
Personnel expenses
|
939,021
|
|
|
826,661
|
|
|
766,006
|
|
|||
Other selling, general, and administrative expenses
|
320,213
|
|
|
326,784
|
|
|
276,245
|
|
|||
Total costs and expenses
|
12,721,649
|
|
|
12,069,426
|
|
|
10,683,793
|
|
|||
Income from operations
|
748,418
|
|
|
682,650
|
|
|
675,320
|
|
|||
Interest and other (expense) income
|
(24,987
|
)
|
|
(9,289
|
)
|
|
283,142
|
|
|||
Income before provision for income taxes
|
723,431
|
|
|
673,361
|
|
|
958,462
|
|
|||
Provision for income taxes
|
273,720
|
|
|
257,457
|
|
|
364,658
|
|
|||
Net income
|
449,711
|
|
|
415,904
|
|
|
593,804
|
|
|||
Other comprehensive loss
|
(17,990
|
)
|
|
(1,275
|
)
|
|
(230
|
)
|
|||
Comprehensive income
|
$
|
431,721
|
|
|
$
|
414,629
|
|
|
$
|
593,574
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
3.06
|
|
|
$
|
2.65
|
|
|
$
|
3.68
|
|
Diluted net income per share
|
$
|
3.05
|
|
|
$
|
2.65
|
|
|
$
|
3.67
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
147,202
|
|
|
156,915
|
|
|
161,557
|
|
|||
Dilutive effect of outstanding stock awards
|
340
|
|
|
165
|
|
|
389
|
|
|||
Diluted weighted average shares outstanding
|
147,542
|
|
|
157,080
|
|
|
161,946
|
|
(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, 2011
|
163,441
|
|
|
$
|
16,344
|
|
|
$
|
205,794
|
|
|
$
|
1,845,032
|
|
|
$
|
(9,115
|
)
|
|
$
|
(809,581
|
)
|
|
$
|
1,248,474
|
|
Net income
|
|
|
|
|
|
|
593,804
|
|
|
|
|
|
|
593,804
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
(230
|
)
|
|
|
|
(230
|
)
|
|||||||||||
Dividends declared, $1.34 per share
|
|
|
|
|
|
|
(220,607
|
)
|
|
|
|
|
|
(220,607
|
)
|
|||||||||||
Stock issued for acquisition
|
1,108
|
|
|
111
|
|
|
60,041
|
|
|
|
|
|
|
|
|
60,152
|
|
|||||||||
Stock issued for employee benefit plans
|
712
|
|
|
71
|
|
|
(32,435
|
)
|
|
|
|
|
|
40,450
|
|
|
8,086
|
|
||||||||
Issuance of restricted stock
|
276
|
|
|
28
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
28
|
|
|
3
|
|
|
57,813
|
|
|
|
|
|
|
1,647
|
|
|
59,463
|
|
||||||||
Excess tax benefit on deferred compensation and employee stock plans
|
|
|
|
|
12,294
|
|
|
|
|
|
|
|
|
12,294
|
|
|||||||||||
Repurchase of common stock
|
(4,238
|
)
|
|
(424
|
)
|
|
|
|
|
|
|
|
(256,640
|
)
|
|
(257,064
|
)
|
|||||||||
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
|
)
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
431,721
|
|
|||||||||||
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
|
|
|
For the year ended December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
449,711
|
|
|
$
|
415,904
|
|
|
$
|
593,804
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
57,009
|
|
|
56,882
|
|
|
38,090
|
|
|||
Provision for doubtful accounts
|
15,092
|
|
|
15,587
|
|
|
10,459
|
|
|||
Stock-based compensation
|
47,861
|
|
|
9,094
|
|
|
59,381
|
|
|||
Gain on divestiture
|
(1,848
|
)
|
|
—
|
|
|
(281,551
|
)
|
|||
Deferred income taxes
|
(3,117
|
)
|
|
25,226
|
|
|
(14,442
|
)
|
|||
Loss on sale/disposal of assets
|
710
|
|
|
314
|
|
|
3,208
|
|
|||
Other long-term liabilities
|
—
|
|
|
5
|
|
|
513
|
|
|||
Changes in operating elements, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(137,102
|
)
|
|
(87,316
|
)
|
|
(88,107
|
)
|
|||
Prepaid expenses and other
|
6,294
|
|
|
(5,254
|
)
|
|
5,260
|
|
|||
Other non-current assets
|
380
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable and outstanding checks
|
40,251
|
|
|
47,488
|
|
|
61,732
|
|
|||
Accrued compensation and profit-sharing contribution
|
40,236
|
|
|
(15,097
|
)
|
|
(19,064
|
)
|
|||
Accrued income taxes
|
(4,370
|
)
|
|
(105,857
|
)
|
|
104,542
|
|
|||
Other accrued liabilities
|
2,319
|
|
|
(9,199
|
)
|
|
(13,483
|
)
|
|||
Net cash provided by operating activities
|
513,426
|
|
|
347,777
|
|
|
460,342
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(22,364
|
)
|
|
(40,354
|
)
|
|
(36,096
|
)
|
|||
Purchases and development of software
|
(7,138
|
)
|
|
(7,852
|
)
|
|
(14,560
|
)
|
|||
Cash received for divestiture, net of cash sold
|
—
|
|
|
—
|
|
|
274,802
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
19,126
|
|
|
(583,631
|
)
|
|||
Restricted cash
|
(359,388
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(6
|
)
|
|
221
|
|
|
419
|
|
|||
Net cash used for investing activities
|
(388,896
|
)
|
|
(28,859
|
)
|
|
(359,066
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from stock issued for employee benefit plans
|
11,942
|
|
|
15,166
|
|
|
18,868
|
|
|||
Stock tendered for payment of withholding taxes
|
(12,604
|
)
|
|
(50,144
|
)
|
|
(10,782
|
)
|
|||
Payment of contingent purchase price
|
—
|
|
|
(927
|
)
|
|
(12,661
|
)
|
|||
Repurchase of common stock
|
(164,041
|
)
|
|
(757,305
|
)
|
|
(245,067
|
)
|
|||
Cash dividends
|
(215,008
|
)
|
|
(220,257
|
)
|
|
(275,353
|
)
|
|||
Excess tax benefit on stock-based compensation
|
7,558
|
|
|
27,209
|
|
|
12,294
|
|
|||
Proceeds from short-term borrowings
|
4,823,000
|
|
|
4,165,023
|
|
|
324,051
|
|
|||
Payments on short-term borrowings
|
(4,593,000
|
)
|
|
(4,043,669
|
)
|
|
(75,688
|
)
|
|||
Debt issuance costs
|
(1,484
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
Net cash used for financing activities
|
(143,637
|
)
|
|
(364,904
|
)
|
|
(264,338
|
)
|
|||
Effect of exchange rates on cash
|
(14,000
|
)
|
|
(1,986
|
)
|
|
(588
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
(33,107
|
)
|
|
(47,972
|
)
|
|
(163,650
|
)
|
|||
Cash and cash equivalents, beginning of year
|
162,047
|
|
|
210,019
|
|
|
373,669
|
|
|||
Cash and cash equivalents, end of year
|
$
|
128,940
|
|
|
$
|
162,047
|
|
|
$
|
210,019
|
|
|
|
|
|
|
|
||||||
Stock issued for acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,152
|
|
Cash paid for income taxes
|
$
|
271,979
|
|
|
$
|
313,799
|
|
|
$
|
257,580
|
|
Cash paid for interest
|
$
|
27,066
|
|
|
$
|
3,875
|
|
|
$
|
518
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
257,587
|
|
|
$
|
284,693
|
|
|
$
|
281,729
|
|
Other locations
|
26,254
|
|
|
24,567
|
|
|
27,991
|
|
|||
Total long-lived assets
|
$
|
283,841
|
|
|
$
|
309,260
|
|
|
$
|
309,720
|
|
2014
|
$
|
29,340
|
|
2013
|
27,757
|
|
|
2012
|
24,254
|
|
|
2014
|
|
2013
|
||||
Furniture, fixtures, and equipment
|
$
|
180,233
|
|
|
$
|
168,354
|
|
Buildings
|
79,981
|
|
|
64,639
|
|
||
Corporate aircraft
|
11,334
|
|
|
11,334
|
|
||
Leasehold improvements
|
25,545
|
|
|
24,489
|
|
||
Land
|
14,983
|
|
|
15,008
|
|
||
Construction in progress
|
1,612
|
|
|
16,971
|
|
||
Less accumulated depreciation
|
(161,217
|
)
|
|
(140,092
|
)
|
||
Net property and equipment
|
$
|
152,471
|
|
|
$
|
160,703
|
|
2014
|
|
$
|
8,921
|
|
2013
|
|
8,759
|
|
|
2012
|
|
7,528
|
|
|
2014
|
|
2013
|
||||
Purchased software
|
$
|
21,872
|
|
|
$
|
20,433
|
|
Internally developed software
|
27,429
|
|
|
24,358
|
|
||
Less accumulated amortization
|
(35,369
|
)
|
|
(29,802
|
)
|
||
Net software
|
$
|
13,932
|
|
|
$
|
14,989
|
|
|
2014
|
|
2013
|
||||
Balance, beginning of year
|
$
|
829,073
|
|
|
$
|
822,215
|
|
Acquisitions
|
—
|
|
|
5,331
|
|
||
Translation
|
(4,035
|
)
|
|
1,527
|
|
||
Balance, end of year
|
$
|
825,038
|
|
|
$
|
829,073
|
|
|
2014
|
|
2013
|
||||
Gross
|
$
|
133,372
|
|
|
$
|
148,917
|
|
Accumulated amortization
|
(36,917
|
)
|
|
(33,325
|
)
|
||
Net
|
$
|
96,455
|
|
|
$
|
115,592
|
|
|
2014
|
|
2013
|
||||
Trademarks
|
$
|
1,875
|
|
|
$
|
1,875
|
|
2014
|
$
|
18,748
|
|
2013
|
20,128
|
|
|
2012
|
6,308
|
|
2015
|
$
|
16,939
|
|
2016
|
16,922
|
|
|
2017
|
16,623
|
|
|
2018
|
16,225
|
|
|
2019
|
16,225
|
|
|
Thereafter
|
13,521
|
|
|
Total
|
$
|
96,455
|
|
•
|
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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair
Value
|
||||||||
Contingent purchase price related to acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922
|
|
|
$
|
922
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922
|
|
|
$
|
922
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
922
|
|
|
$
|
13,070
|
|
Payments of contingent purchase price
|
—
|
|
|
(927
|
)
|
|
(12,661
|
)
|
|||
Total unrealized losses included in earnings
|
—
|
|
|
5
|
|
|
513
|
|
|||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits, beginning of period
|
$
|
16,897
|
|
|
$
|
16,788
|
|
|
$
|
7,668
|
|
Additions based on tax positions related to the current year
|
2,002
|
|
|
1,572
|
|
|
4,172
|
|
|||
Additions for tax positions of prior years
|
839
|
|
|
1,105
|
|
|
6,911
|
|
|||
Reductions for tax positions of prior years
|
(183
|
)
|
|
(1,464
|
)
|
|
(1,061
|
)
|
|||
Lapse in statute of limitations
|
(1,281
|
)
|
|
(238
|
)
|
|
(286
|
)
|
|||
Settlements
|
—
|
|
|
(866
|
)
|
|
(616
|
)
|
|||
Unrecognized tax benefits, end of the period
|
$
|
18,274
|
|
|
$
|
16,897
|
|
|
$
|
16,788
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
224,468
|
|
|
$
|
180,351
|
|
|
$
|
326,708
|
|
State
|
32,110
|
|
|
26,351
|
|
|
38,931
|
|
|||
Foreign
|
20,259
|
|
|
25,529
|
|
|
13,461
|
|
|||
|
276,837
|
|
|
232,231
|
|
|
379,100
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(5,302
|
)
|
|
24,877
|
|
|
(11,674
|
)
|
|||
State
|
(755
|
)
|
|
3,623
|
|
|
(1,334
|
)
|
|||
Foreign
|
2,940
|
|
|
(3,274
|
)
|
|
(1,434
|
)
|
|||
|
(3,117
|
)
|
|
25,226
|
|
|
(14,442
|
)
|
|||
Total provision
|
$
|
273,720
|
|
|
$
|
257,457
|
|
|
$
|
364,658
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.8
|
|
|
2.9
|
|
|
2.7
|
|
Other
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
37.8
|
%
|
|
38.2
|
%
|
|
38.0
|
%
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Compensation
|
$
|
78,516
|
|
|
$
|
71,751
|
|
Receivables
|
13,397
|
|
|
11,780
|
|
||
Other
|
8,103
|
|
|
8,541
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(115,761
|
)
|
|
(113,518
|
)
|
||
Prepaid assets
|
(10,808
|
)
|
|
(9,948
|
)
|
||
Long-lived assets
|
(19,018
|
)
|
|
(20,310
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(13,616
|
)
|
|
(10,600
|
)
|
||
Other
|
(28
|
)
|
|
(28
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(59,215
|
)
|
|
$
|
(62,332
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
|
$
|
9,243
|
|
|
$
|
5
|
|
|
$
|
3,585
|
|
Stock awards
|
|
36,510
|
|
|
6,808
|
|
|
53,481
|
|
|||
Company expense on ESPP discount
|
|
2,108
|
|
|
2,281
|
|
|
2,315
|
|
|||
Total stock-based compensation expense
|
|
$
|
47,861
|
|
|
$
|
9,094
|
|
|
$
|
59,381
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|
Average
Remaining
Life
(years)
|
|||||
Outstanding at December 31, 2013
|
3,497,544
|
|
|
$
|
62.21
|
|
|
|
|
|
|
|
Grants
|
1,215,018
|
|
|
74.55
|
|
|
|
|
|
|||
Exercised
|
(787
|
)
|
|
68.81
|
|
|
|
|
|
|||
Terminated
|
(7,155
|
)
|
|
58.25
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
4,704,620
|
|
|
$
|
65.40
|
|
|
$
|
44,644
|
|
|
8.6
|
|
|
|
|
|
|
|
|
|||||
Vested at December 31, 2014
|
926,218
|
|
|
$
|
63.28
|
|
|
$
|
10,751
|
|
|
7.9
|
Exercisable at December 31, 2014
|
926,218
|
|
|
$
|
63.28
|
|
|
$
|
10,751
|
|
|
7.9
|
2014
|
$
|
4
|
|
2013
|
7,640
|
|
|
2012
|
15,516
|
|
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
|
|
911,430
|
|
|
$
|
15.72
|
|
|
537,744
|
|
2012
|
|
December 31, 2013
|
|
December 31, 2017
|
|
1,155,285
|
|
|
13.15
|
|
|
957,394
|
|
|
2013
|
|
December 31, 2014
|
|
December 31, 2018
|
|
1,424,531
|
|
|
11.83
|
|
|
1,070,145
|
|
|
2014
|
|
December 31, 2015
|
|
December 31, 2019
|
|
1,213,374
|
|
|
14.23
|
|
|
1,213,374
|
|
|
|
|
|
|
|
|
4,704,620
|
|
|
$
|
13.53
|
|
|
3,778,657
|
|
|
2014 Grants
|
|
2013 Grants
|
|
2012 Grants
|
||||||
Risk-free interest rate
|
1.93-1.96%
|
|
|
.18-1.94%
|
|
|
.18-.89%
|
|
|||
Dividend per share (quarterly amounts)
|
$0.35-0.38
|
|
|
$0.35
|
|
|
$0.33-0.35
|
|
|||
Expected volatility factor
|
22.0-25.0%
|
|
|
25.0-27.5%
|
|
|
26.0-27.5%
|
|
|||
Expected option term
|
6.3 years
|
|
|
.01-6.3 years
|
|
|
.01-6 years
|
|
|||
Weighted average fair value per option
|
$
|
14.23
|
|
|
$
|
11.73
|
|
|
$
|
13.61
|
|
|
Number of Performance
Shares and Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Unvested at December 31, 2013
|
2,028,669
|
|
|
$
|
51.55
|
|
Granted
|
321,995
|
|
|
60.70
|
|
|
Vested
|
(516,165
|
)
|
|
51.26
|
|
|
Forfeitures
|
(298,345
|
)
|
|
45.88
|
|
|
Unvested at December 31, 2014
|
1,536,154
|
|
|
$
|
54.67
|
|
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
|
||||
2010
|
|
December 31, 2011
|
|
December 31, 2015
|
|
686,919
|
|
|
63.28
|
|
|
288,506
|
|
|
2011
|
|
December 31, 2012
|
|
December 31, 2016
|
|
596,676
|
|
|
53.72
|
|
|
352,037
|
|
|
2012
|
|
December 31, 2013
|
|
December 31, 2017
|
|
333,881
|
|
|
48.65
|
|
|
277,121
|
|
|
2013
|
|
December 31, 2014
|
|
December 31, 2018
|
|
396,735
|
|
|
46.45
|
|
|
297,552
|
|
|
2014
|
|
December 31, 2015
|
|
December 31, 2019
|
|
320,738
|
|
|
60.74
|
|
|
320,938
|
|
|
|
|
|
|
|
|
2,334,949
|
|
|
$
|
55.54
|
|
|
1,536,154
|
|
(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, 2013
|
851,485
|
|
|
$
|
45.68
|
|
Granted
|
355,878
|
|
|
61.96
|
|
|
Vested
|
(187,049
|
)
|
|
43.15
|
|
|
Forfeitures
|
(66,190
|
)
|
|
47.60
|
|
|
Unvested at December 31, 2014
|
954,124
|
|
|
$
|
52.12
|
|
2014
|
$
|
36,510
|
|
2013
|
6,808
|
|
|
2012
|
53,562
|
|
|
|
Shares purchased
by employees
|
|
Aggregate cost
to employees
|
|
Expense recognized
by the company
|
|||||
2014
|
|
231,564
|
|
|
$
|
11,943
|
|
|
$
|
2,108
|
|
2013
|
|
259,730
|
|
|
12,928
|
|
|
2,281
|
|
||
2012
|
|
248,405
|
|
|
13,116
|
|
|
2,315
|
|
|
|
Shares repurchased
|
|
Total value of shares
repurchased
|
|||
2009 Program
|
|
|
|
|
|||
2010 Purchases
|
|
1,394,831
|
|
|
$
|
90,500
|
|
2011 Purchases
|
|
3,540,171
|
|
|
246,935
|
|
|
2012 Purchases
|
|
4,237,555
|
|
|
257,064
|
|
|
2013 Purchases
|
|
827,443
|
|
|
48,048
|
|
|
|
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
|
|
2014
|
$
|
30,112
|
|
2013
|
19,907
|
|
|
2012
|
24,769
|
|
2014
|
$
|
56,871
|
|
2013
|
54,753
|
|
|
2012
|
41,689
|
|
2015
|
$
|
43,903
|
|
2016
|
35,419
|
|
|
2017
|
28,295
|
|
|
2018
|
18,794
|
|
|
2019
|
13,559
|
|
|
Thereafter
|
9,807
|
|
|
Total
|
$
|
149,777
|
|
Cash and cash equivalents
|
$
|
75,372
|
|
Receivables
|
125,595
|
|
|
Other current assets
|
7,209
|
|
|
Property and equipment
|
12,160
|
|
|
Identifiable intangible assets
|
130,000
|
|
|
Goodwill
|
453,208
|
|
|
Other noncurrent assets
|
13,542
|
|
|
Total assets
|
$
|
817,086
|
|
|
|
||
Accounts payable
|
$
|
(45,367
|
)
|
Accrued expenses
|
(14,340
|
)
|
|
Other liabilities
|
(80,106
|
)
|
|
Estimated net assets acquired
|
$
|
677,273
|
|
|
Estimated Life (years)
|
|
|
||
Customer relationships
|
8
|
|
$
|
129,800
|
|
Noncompete agreements
|
5
|
|
200
|
|
|
Total identifiable intangible assets
|
|
|
$
|
130,000
|
|
|
December 31, 2012
|
||||||||||||||
|
C.H. Robinson As Reported
|
|
T-Chek Operations
|
|
Phoenix Operations
|
|
Combined Pro Forma
|
||||||||
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
11,359,113
|
|
|
$
|
(41,623
|
)
|
|
$
|
692,836
|
|
|
$
|
12,010,326
|
|
Income from operations
|
675,320
|
|
|
(20,578
|
)
|
|
24,131
|
|
|
678,873
|
|
||||
Net income
|
593,804
|
|
|
(12,804
|
)
|
|
11,976
|
|
|
592,976
|
|
|
2012
|
||
Eliminate personnel costs from purchased transportation and related services
|
$
|
(24,422
|
)
|
Eliminate personnel costs from selling, general, and administrative services
|
(50,065
|
)
|
|
Reclassify costs to personnel expenses
|
74,487
|
|
|
Contractual changes in compensation
|
(5,080
|
)
|
|
Additional amortization expense on identifiable intangible assets
|
13,555
|
|
|
Rent expense for new lease agreements
|
280
|
|
|
Depreciation on acquired building
|
123
|
|
|
Incremental interest expense
|
(2,127
|
)
|
|
Additional bonus paid by sellers
|
(1,400
|
)
|
|
Third party advisory fees paid by sellers
|
(582
|
)
|
|
Elimination of variable interest entities not acquired
|
215
|
|
|
Tax effect
|
(1,487
|
)
|
2014
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
$
|
2,803,704
|
|
|
$
|
3,038,923
|
|
|
$
|
3,069,056
|
|
|
$
|
3,010,291
|
|
Sourcing
|
|
335,808
|
|
|
460,816
|
|
|
393,980
|
|
|
342,951
|
|
||||
Payment Services
|
|
3,073
|
|
|
3,179
|
|
|
4,326
|
|
|
3,960
|
|
||||
Total revenues
|
|
3,142,585
|
|
|
3,502,918
|
|
|
3,467,362
|
|
|
3,357,202
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Purchased transportation and related services
|
|
2,375,825
|
|
|
2,555,371
|
|
|
2,575,069
|
|
|
2,535,985
|
|
||||
Purchased products sourced for resale
|
|
308,962
|
|
|
425,922
|
|
|
364,179
|
|
|
318,946
|
|
||||
Purchased payment services
|
|
563
|
|
|
588
|
|
|
550
|
|
|
455
|
|
||||
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
|
|
2013
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
$
|
2,603,182
|
|
|
$
|
2,818,077
|
|
|
$
|
2,880,901
|
|
|
$
|
2,767,550
|
|
Sourcing
|
|
387,852
|
|
|
466,811
|
|
|
432,373
|
|
|
382,098
|
|
||||
Payment Services
|
|
3,233
|
|
|
3,374
|
|
|
3,391
|
|
|
3,234
|
|
||||
Total revenues
|
|
2,994,267
|
|
|
3,288,262
|
|
|
3,316,665
|
|
|
3,152,882
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Purchased transportation and related services
|
|
2,181,930
|
|
|
2,386,932
|
|
|
2,450,923
|
|
|
2,351,530
|
|
||||
Purchased products sourced for resale
|
|
356,006
|
|
|
428,059
|
|
|
401,820
|
|
|
356,299
|
|
||||
Purchased payment services
|
|
609
|
|
|
669
|
|
|
616
|
|
|
588
|
|
||||
Personnel expenses
|
|
212,645
|
|
|
206,009
|
|
|
204,388
|
|
|
203,619
|
|
||||
Other selling, general, and administrative expenses
|
|
74,371
|
|
|
84,117
|
|
|
82,563
|
|
|
85,733
|
|
||||
Total costs and expenses
|
|
2,825,561
|
|
|
3,105,786
|
|
|
3,140,310
|
|
|
2,997,769
|
|
||||
Income from operations
|
|
168,706
|
|
|
182,476
|
|
|
176,355
|
|
|
155,113
|
|
||||
Net income
|
|
$
|
103,343
|
|
|
$
|
111,872
|
|
|
$
|
107,737
|
|
|
$
|
92,952
|
|
Basic net income per share
|
|
$
|
0.64
|
|
|
$
|
0.70
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
Diluted net income per share
|
|
$
|
0.64
|
|
|
$
|
0.70
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
Basic weighted average shares outstanding
|
|
160,637
|
|
|
159,818
|
|
|
156,924
|
|
|
150,856
|
|
||||
Dilutive effect of outstanding stock awards
|
|
53
|
|
|
99
|
|
|
120
|
|
|
274
|
|
||||
Diluted weighted average shares outstanding
|
|
160,690
|
|
|
159,917
|
|
|
157,044
|
|
|
151,130
|
|
||||
Market price range of common stock:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
67.93
|
|
|
$
|
61.91
|
|
|
$
|
62.46
|
|
|
$
|
61.94
|
|
Low
|
|
$
|
55.81
|
|
|
$
|
53.74
|
|
|
$
|
55.26
|
|
|
$
|
55.92
|
|
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)
|
|
8,591,709
|
|
|
$
|
65.40
|
|
|
3,048,819
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
8,591,709
|
|
|
$
|
65.40
|
|
|
3,048,819
|
|
(1)
|
Includes stock available for issuance under our Employee Stock Purchase Plan, as well as options, restricted stock granted and shares that may become subject to future awards under our 2013 Equity Incentive Plan. Specifically, 3,887,089 shares remain available under our Employee Stock Purchase Plan, and
4,704,620
options remain outstanding for future exercise. Under our 2013 Equity Incentive Plan,
3,048,819
shares may become subject to future awards in the form of stock option grants or the issuance of restricted stock.
|
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:
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
$
|
39,292
|
|
|
$
|
34,560
|
|
|
$
|
31,328
|
|
Provision
|
15,092
|
|
|
15,587
|
|
|
10,459
|
|
|||
Write-offs
|
(13,333
|
)
|
|
(10,855
|
)
|
|
(7,227
|
)
|
|||
Balance, end of year
|
$
|
41,051
|
|
|
$
|
39,292
|
|
|
$
|
34,560
|
|
|
|
|
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/ CHAD M. LINDBLOOM
|
|
Chief Information Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Chad M. Lindbloom
|
|
|
|
|
|
*
|
|
Director
|
Scott P. Anderson
|
|
|
|
|
|
*
|
|
Director
|
Robert Ezrilov
|
|
|
|
|
|
*
|
|
Director
|
Wayne M. Fortun
|
|
|
|
|
|
*
|
|
Director
|
Mary J. Steele Guilfoile
|
|
|
|
|
|
*
|
|
Director
|
Jodee Kozlak
|
|
|
|
|
|
*
|
|
Director
|
David W. MacLennan
|
|
|
|
|
|
*
|
|
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)
|
|
|
|
†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 Sing 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
|
|
|
|
†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)
|
|
|
|
†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)
|
|
|
|
†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)
|
|
|
|
Number
|
|
Description
|
|
|
|
†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)
|
|
|
|
†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
|
|
|
|
*†10.21
|
|
Form of Performance Share Award for Officers
|
|
|
|
*†10.22
|
|
Form of Performance Share Award for U.S. Managerial Employees
|
|
|
|
*†10.23
|
|
Form of Time-Based Restricted Stock Unit Award
|
|
|
|
†10.24
|
|
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)
|
|
|
|
†10.25
|
|
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, 2014, filed on March 2, 2015, formatted in XBRL: (i) Consolidated Statement of Operations for the years ended December 31, 2014, 2013, and 2012, (ii) Consolidated Balance Sheets as of December 31, 2014 and 2013, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013, (iv) Consolidated Statements of Stockholders’ Investment for the years ended 2014, 2013, and 2012, 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
|
|
|
Prior Year
|
|
Measurement Period
|
|
Percentage Increase
|
|||||
Diluted net income per share
|
|
$
|
2.00
|
|
|
$
|
2.19
|
|
|
9.50
|
%
|
Add: 10 Percentage Points
|
|
|
|
|
|
19.50
|
%
|
||||
Rounded to the Nearest Whole Percentage
|
|
|
|
|
|
VI=20.00%
|
|
Option Grant: 1,000 Option Shares
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
VI:
|
|
20%
|
|
12%
|
|
26%
|
Rounded Number of Option Shares Vested as of
|
|
|
|
|
|
|
Dec. 31:
|
|
200
|
|
120
|
|
260
|
Sum of Age in Whole Years and Tenure in Whole Years
|
|
Additional Years of Potential 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
|
1.
|
Each participant in the Program will be granted a number of performance shares as specified in the applicable Notice on the Grant Date specified in the Notice, and the performance shares will be credited to the participant’s account maintained by the Company. Each performance share that vests represents the right to receive one share of the Company’s common stock on the settlement date for the Award. Vesting of performance shares will be conditioned upon the satisfaction of the performance and continued Service conditions described below.
|
2.
|
The Measurement Period for performance shall be January 1 through December 31 of each calendar/fiscal year during the years _______. Beginning on December 31, ____, and on each December 31 thereafter through December 31, _____, a portion of the Award will vest, but only if and only to the extent that the Company’s Vesting Indicator (“VI”) is greater than zero for the respective year, as determined by the Compensation Committee, and the applicable Service conditions set forth below are satisfied. The VI is defined as the sum of 10 percentage points plus the percentage increase (or decrease) in Company diluted net income per share for the applicable Measurement Period over the prior year rounded to two decimal places. For purposes of calculating the VI for any year during the Measurement Period, the growth for a year is the percentage the current year’s EPS exceeds the greater of the previous year’s diluted net income per share or the diluted net income per share for ____. That sum, in turn, is rounded to the nearest whole percentage.
|
|
Prior Year
|
Current Year
|
Percentage Increase
|
Diluted net income per share
|
$2.00
|
$2.19
|
9.50%
|
Add: 10 Percentage Points
|
|
|
19.50%
|
Rounded to the Nearest Whole Percentage
|
|
|
VI=20.00%
|
3.
|
In determining how many performance shares subject to an Award are vested with respect to each Measurement Period, the VI is multiplied by the total number of performance shares subject to the Award, with the result then rounded to the nearest whole performance share.
|
Example
|
|
|
|
|
|
|
|
Grant of 1,000 Performance Shares
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
VI:
|
|
20%
|
|
12%
|
|
26%
|
|
Rounded Number of Performance Shares Vested as of Dec. 31:
|
|
200
|
|
120
|
|
260
|
|
4.
|
The Compensation Committee’s calculation of VI shall be final, and the Compensation Committee retains the discretion to eliminate unusual items, if any, for purposes of calculating the VI for any particular Measurement Period (including adjustments to the computation of diluted net income per share). To the extent that any Award is intended to be Performance-Based Compensation, the Compensation Committee’s exercise of this discretion shall be in accordance with the requirements of Section 162(m) of the Code.
|
5.
|
A participant’s performance shares may vest pursuant to paragraph 2 above with respect to this award for up to 5 years (and may vest in less than 5 years if the VI during such time period is sufficiently high enough). Any performance shares remaining unvested after the calculation of VI for the Measurement Period ending December 31, ____ will be forfeited and deleted from participant’s account, and the participant will retain no rights with respect to the forfeited performance shares.
|
6.
|
Except as otherwise provided in this paragraph and in paragraphs 14 and 15, a participant’s performance shares will vest upon satisfaction of the performance condition only while the participant remains a Service Provider. If, prior to any separation from Service, a participant has executed and continues to adhere to a Management-Employee (“Key Employee”) Agreement in favor of the Company which contains a non-competition provision, then such participant’s Award shall not be terminated and vesting shall continue (to the extent the performance condition has been satisfied) through the end of two (2) additional Measurement Periods following the participant’s separation from Service. In addition, if prior to any separation from Service, a participant has executed and continues to adhere to a Management-Employee (“Key Employee”) Agreement in favor of the Company which contains a non-competition provision, and if such participant has a minimum of five (5) consecutive years of Service at the time of such separation, then such participant’s Award shall not be terminated and vesting shall continue (to the extent the performance condition has been satisfied) through the end of additional Measurement Periods following such separation from Service according to the following schedule:
|
Sum of Age in Whole Years and Tenure in Whole Years
|
|
Additional Years of Potential Vesting
|
At least 50 and less than 60
|
|
3 years
|
At least 60 and less than 70
|
|
4 years
|
At least 70 or greater
|
|
5 years
|
7.
|
Notwithstanding the foregoing, participants who embezzle or misappropriate Company funds or property, or who the Company has determined have failed to comply with the terms and conditions of any of the following agreements which they may have executed in favor of the Company: (i) Confidentiality and Noncompetition Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, or (v) any other agreement containing post-employment restrictions, will automatically forfeit all Awards, whether vested or unvested, and will retain no rights with respect to such performance shares.
|
8.
|
Unless a participant has elected a different time and form of settlement as provided in paragraph 17, and except as otherwise provided in paragraphs 14 and 15, shares of the Company’s common stock shall be delivered to a participant in settlement of vested performance shares in a single lump sum distribution of shares upon the earlier of (i) two years after the participant’s separation from Service, or (ii) February 15, ____. If a participant is entitled to continued vesting of performance shares following a separation from Service as provided in paragraph 6, shares of Company common stock shall be delivered in settlement of such additional vested performance shares at the time specified in clause (i) of the previous sentence to the extent that the shares relate to a Measurement Period that ended at least 75 days prior to the time specified in clause (i), and shall be delivered within 75 days of the end of any subsequent Measurement Period.
|
9.
|
Performance shares may not be sold, exchanged, assigned, transferred, discounted, pledged or otherwise disposed of at any time prior to delivery of the settlement shares as described herein.
|
10.
|
A participant will be entitled to receive payments on the performance shares credited to the participant’s account, whether vested or unvested, when and if dividends are declared by the Company’s Board of Directors on the Company’s common stock, in an amount of cash per performance share equal to the per share dividend amount payable to common stockholders of the Company. Such payments will be payable on the next regularly occurring payroll date after the corresponding dividend payment date. Such payments made before delivery of shares in settlement of performance shares will be paid through the Company’s payroll process and treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company.
|
11.
|
In order to comply with all applicable federal, state or local tax laws or regulations, at the time that shares are delivered to a participant in settlement of performance shares, the Company will withhold the minimum required statutory taxes based on the Fair Market Value of the shares at the time of delivery. In order to satisfy any such tax withholding obligation, the Company will withhold a portion of the shares otherwise to be delivered with a Fair Market Value equal to the amount of such taxes.
|
12.
|
A performance share Award shall confer no rights of continued Service to any participant, nor will it interfere in any way with the right of the Company to terminate such Service at any time. The Company retains all rights to enforce any other agreement or contract that the Company has with any participant.
|
13.
|
If there shall be any change in the Company’s common stock through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, appropriate adjustments shall be made in the number of performance shares that are vested or unvested under an Award as contemplated by Section 12(a) of the Plan.
|
14.
|
In the event of a Change in Control (as defined in the Plan after giving effect to the final sentence of Section 2(f) thereof), the vesting of outstanding performance shares shall be accelerated and shares in settlement of such vested performance shares shall be delivered as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in Control.
|
15.
|
In the event a participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding performance shares shall be accelerated and shares shall be delivered in settlement of such vested performance shares as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability.
|
16.
|
The Awards are made pursuant to the Plan, a copy of which has been provided to each participant, and are subject to its terms. The terms of this Program Outline will be interpreted as to be consistent with the Plan, but if any provision in this Program Outline is inconsistent with the terms of the Plan, the terms of the Plan will prevail. By participating in the Company’s 2013 Performance Share Program for Officers, a participant shall be deemed to have accepted all the conditions of the Plan, the Notice, this Program Outline, and the terms and conditions of any rules adopted by the Compensation Committee pursuant to the Plan and shall be fully bound thereby. The documents governing an Award shall be subject to the choice of law provisions of Section 18(e) of the Plan. To the extent an Award is subject to Code Section 409A, it shall be subject to and administered in accordance with Section 18(g) of the Plan, including subjecting any share delivery or amount payable to a “specified employee” as the result of a “separation from service” (as those terms are defined in Code Section 409A) to the six-month payment delay rule described there. If the six month payment delay rule is applicable, then any shares that would have otherwise have been delivered during that six-month period will be delivered upon completion of that six-month period, and any subsequent share deliveries shall be made as scheduled. Notwithstanding the foregoing, although the intent is to comply with Code Section 409A, a participant shall be responsible for all taxes and penalties that could result from a failure to comply (the Company and its employees shall not be responsible for such taxes and penalties).
|
17.
|
Using the election form that has been provided to each participant, and in accordance with the terms and conditions contained in that election form, a participant may elect to receive delivery of shares of Company common stock in settlement of vested performance shares at such later time or times and in a lump sum or installments as may be specified in such election form.
|
1.
|
Each participant in the Program will be granted a number of performance shares as specified in the applicable Notice on the Grant Date specified in the Notice, and the performance shares will be credited to the participant’s account maintained by the Company. Each performance share that vests represents the right to receive one share of the Company’s common stock on the settlement date for the Award. Vesting of performance shares will be conditioned upon the satisfaction of the performance and continued Service conditions described below.
|
2.
|
The Measurement Period for performance shall be January 1 through December 31 of each calendar/fiscal year during the years _________. Beginning on December 31, ____, and on each December 31 thereafter through December 31, ____, a portion of the Award will vest, but only if and only to the extent that the Company’s Vesting Indicator (“VI”) is greater than zero for the respective Measurement Period, as determined by the Compensation Committee, and the applicable Service conditions set forth below are satisfied. The VI is defined as the sum of 10 percentage points plus the percentage increase (or decrease) in Company diluted net income per share for the applicable Measurement Period over the prior year rounded to two decimal places. For purposes of calculating the VI for any year during the Measurement Period, the growth for a year is the percentage the current year’s EPS exceeds the greater of the previous year’s diluted net income per share or the diluted net income per share for ____. That sum, in turn, is rounded to the nearest whole percentage.
|
|
Prior Year
|
Current Year
|
Percentage Increase
|
Diluted net income per share
|
$2.00
|
$2.19
|
9.5%
|
Add: 10 Percentage Points
|
|
|
19.50%
|
Rounded to the Nearest Whole Percentage
|
|
|
VI=20.00%
|
3.
|
In determining how many performance shares subject to an Award are vested with respect to each Measurement Period, the VI is multiplied by the total number of performance shares subject to the Award, with the result then rounded to the nearest whole performance share.
|
Example
|
|
|
|
|
|
|
|
Grant of 1,000 Performance Shares
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
VI:
|
|
20%
|
|
12%
|
|
26%
|
|
Rounded Number of Performance Shares Vested as of Dec. 31:
|
|
200
|
|
120
|
|
260
|
|
4.
|
The Compensation Committee’s calculation of the VI shall be final, and the Compensation Committee retains the discretion to eliminate unusual items, if any, for purposes of calculating the VI for any particular Measurement Period (including adjustments to the computation of diluted net income per share).
|
5.
|
A participant’s performance shares may vest pursuant to paragraph 2 above with respect to this award for up to 5 years (and may vest in less than 5 years if the VI during such time period is sufficiently high enough). Any performance shares remaining unvested after the calculation of VI for the Measurement Period ending December 31, ____ will be forfeited and deleted from participant’s account, and the participant will retain no rights with respect to the forfeited performance shares.
|
6.
|
Except as otherwise provided in this paragraph and in paragraphs 14 and 15, a participant’s performance shares will vest upon satisfaction of the performance condition only while the participant remains a Service Provider. If, prior to any separation from Service, a participant has executed and continues to adhere to a Management-Employee (“Key Employee”) Agreement in favor of
|
Sum of Age in Whole Years and Tenure in Whole Years
|
|
Additional Years of Potential Vesting
|
At least 50 and less than 60
|
|
3 years
|
At least 60 and less than 70
|
|
4 years
|
At least 70 or greater
|
|
5 years
|
7.
|
Notwithstanding the foregoing, participants who embezzle or misappropriate Company funds or property, or who the Company has determined have failed to comply with the terms and conditions of any of the following agreements which they may have executed in favor of the Company: (i) Confidentiality and Noncompetition Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, or (v) any other agreement containing post-employment restrictions, will automatically forfeit all Awards, whether vested or unvested, and will retain no rights with respect to such performance shares.
|
8.
|
Except as otherwise provided in paragraphs 14 and 15, shares of the Company’s common stock shall be delivered to a participant in settlement of vested performance shares in a single lump sum distribution of shares upon the earlier of (i) two years after the participant’s separation from Service, or (ii) February 15, ____.
|
9.
|
Performance shares may not be sold, exchanged, assigned, transferred, discounted, pledged or otherwise disposed of at any time prior to delivery of the settlement shares as described herein.
|
10.
|
A participant will be entitled to receive payments on the performance shares credited to the participant’s account, whether vested or unvested, when and if dividends are declared by the Company’s Board of Directors on the Company’s common stock, in an amount of cash per performance share equal to the per share dividend amount payable to common stockholders of the Company. Such payments will be payable on the next regularly occurring payroll date after the corresponding dividend payment date. Such payments made before delivery of shares in settlement of performance shares will be paid through the Company’s payroll process and treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company.
|
11.
|
In order to comply with all applicable federal, state or local tax laws or regulations, at the time that shares are delivered to a participant in settlement of performance shares, the Company will withhold the minimum required statutory taxes based on the Fair Market Value of the shares at the time of delivery. In order to satisfy any such tax withholding obligation, the Company will withhold a portion of the shares otherwise to be delivered with a Fair Market Value equal to the amount of such taxes.
|
12.
|
A performance share Award shall confer no rights of continued Service to any participant, nor will it interfere in any way with the right of the Company to terminate such Service at any time. The Company retains all rights to enforce any other agreement or contract that the Company has with any participant.
|
13.
|
If there shall be any change in the Company’s common stock through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, appropriate adjustments shall be made in the number of performance shares that are vested or unvested under an Award as contemplated by Section 12(a) of the Plan.
|
14.
|
In the event of a Change in Control (as defined in the Plan after giving effect to the final sentence of Section 2(f) thereof), the vesting of outstanding performance shares shall be accelerated and shares in settlement of such vested performance shares shall be delivered as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in Control.
|
15.
|
In the event a participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding performance shares shall be accelerated and shares shall be delivered in settlement of such vested performance shares as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability.
|
16.
|
The Awards are made pursuant to the Plan, a copy of which has been provided to each participant, and are subject to its terms. The terms of this Program Outline will be interpreted as to be consistent with the Plan, but if any provision in this Program Outline is inconsistent with the terms of the Plan, the terms of the Plan will prevail. By participating in the Company’s 2013 Performance Share Program, a participant shall be deemed to have accepted all the conditions of the Plan, the Notice, this Program Outline, and the terms and conditions of any rules adopted by the Compensation Committee pursuant to the Plan and shall be fully bound thereby. The documents governing an Award shall be subject to the choice of law provisions of Section 18(e) of the Plan. To the extent an Award is subject to Code Section 409A, it shall be subject to and administered in accordance with Section 18(g) of the Plan, including subjecting any share delivery or amount payable to a “specified employee” as the result of a “separation from service” (as those terms are defined in Code Section 409A) to the six-month payment delay rule described there. If the six month payment delay rule is applicable, then any shares that would have otherwise have been delivered during that six-month period will be delivered upon completion of that six-month period, and any subsequent share deliveries shall be made as scheduled. Notwithstanding the foregoing, although the intent is to comply with Code Section 409A, a participant shall be responsible for all taxes and penalties that could result from a failure to comply (the Company and its employees shall not be responsible for such taxes and penalties).
|
1.
|
Each participant in the Program will be granted a number of restricted stock units (the “Units”) as specified in the applicable Notice on the Grant Date specified in the Notice, and the Units will be credited to the participant’s account maintained on the books and records of the Company until the Units are settled in shares of the Company’s common stock as provided below. Each Unit that vests represents the right to receive one share of the Company’s common stock on the settlement date for the Award. Vesting of Units will be conditioned upon the satisfaction of the continued Service conditions described below.
|
2.
|
Except as otherwise provided in paragraphs 11 and 12, Units granted to a participant will vest in equal annual installments over a five (5) year period contingent on the participant’s continued Service. Beginning on December 31, ____, and on each December 31 thereafter through December 31, ____, an equal portion (20%) of the Units will vest and become a right to receive an equal number of shares of the Company’s common stock.
|
3.
|
A participant’s Units vest only while the participant remains a Service Provider. A participant must be a Service Provider on December 31 of a particular year in order to vest in any Units for that year. If a participant is separated from Service, whether voluntarily or involuntarily, prior to vesting of any Units, the Units remaining unvested as of the date of separation will be forfeited, and the participant will retain no rights with respect to the forfeited Units.
|
4.
|
Notwithstanding the foregoing, participants who embezzle or misappropriate Company funds or property, or who the Company has determined have failed to comply with the terms and conditions of any of the following agreements which they may have executed in favor of the Company: (i) Confidentiality and Noncompetition Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, or (v) any other agreement containing post-employment restrictions, will automatically forfeit all Awards, whether vested or unvested, and will retain no rights with respect to such Units.
|
5.
|
Except as otherwise provided in paragraphs 11 and 12, shares of the Company’s common stock shall be delivered to a participant in settlement of vested Units in a single lump sum distribution of shares upon the earlier of (i) two years after the participant’s separation from Service, or (ii) February 15, ____.
|
6.
|
Units may not be sold, exchanged, assigned, transferred, discounted, pledged or otherwise disposed of at any time prior to delivery of the settlement shares as described herein.
|
7.
|
A participant will be entitled to receive payments on the Units credited to the participant’s account, whether vested or unvested, when and if dividends are declared by the Company’s Board of Directors on the Company’s common stock, in an amount of cash per Unit equal to the per share dividend amount payable to common stockholders of the Company. Such payments will be payable on the next regularly occurring payroll date after the corresponding dividend payment date. Such payments made before delivery of shares in settlement of Units will be paid through the Company’s payroll process and treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company.
|
8.
|
In order to comply with all applicable federal, state or local tax laws or regulations, at the time that shares are delivered to a participant in settlement of performance shares, the Company will withhold the minimum required statutory taxes based on the Fair Market Value (as defined in the Plan) of the shares at the time of delivery. In order to satisfy any such tax withholding obligation, the Company will withhold a portion of the shares otherwise to be delivered with a Fair Market Value equal to the amount of such taxes.
|
9.
|
A restricted stock unit Award shall confer no rights of continued Service to any participant, nor will it interfere in any way with the right of the Company to terminate such Service at any time. The Company retains all rights to enforce any other agreement or contract that the Company has with any participant.
|
10.
|
If there shall be any change in the Company’s common stock through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, appropriate adjustments shall be made in the number of Units that are vested or unvested under an Award as contemplated by Section 12(a) of the Plan.
|
11.
|
In the event of a Change in Control (as defined in the Plan after giving effect to the final sentence of Section 2(f) thereof), the Compensation Committee may, in its discretion, accelerate the vesting of all outstanding Units, and shares in settlement of any such vested Units shall be delivered as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in Control.
|
12.
|
In the event a participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding Units shall be accelerated and shares shall be delivered in settlement of such vested Units as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability.
|
13.
|
The Awards are made pursuant to the Plan, a copy of which has been provided to each participant, and are subject to its terms. The terms of this Program Outline will be interpreted as to be consistent with the Plan, but if any provision in this Program Outline is inconsistent with the terms of the Plan, the terms of the Plan will prevail. By participating in the Company’s 2013 Restricted Stock Unit Program, a participant shall be deemed to have accepted all the conditions of the Plan, the Notice, this Program Outline, and the terms and conditions of any rules adopted by the Compensation Committee pursuant to the Plan and shall be fully bound thereby. The documents governing an Award shall be subject to the choice of law provisions of Section 18(e) of the Plan. To the extent an Award is subject to Code Section 409A, it shall be subject to and administered in accordance with Section 18(g) of the Plan, including subjecting any share delivery or amount payable to a “specified employee” as the result of a “separation from service” (as those terms are defined in Code Section 409A) to the six-month payment delay rule described there. If the six month payment delay rule is applicable, then any shares that would have otherwise have been delivered during that six-month period will be delivered upon completion of that six-month period, and any subsequent share deliveries shall be made as scheduled. Notwithstanding the foregoing, although the intent is to comply with Code Section 409A, a participant shall be responsible for all taxes and penalties that could result from a failure to comply (the Company and its employees shall not be responsible for such taxes and penalties).
|
|
|
|
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
|
|
|
|
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 (Ireland) Ltd.
|
|
Ireland
|
|
|
|
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 Sourcing SAS
|
|
France
|
|
|
|
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
|
|
|
|
Apreo Logistics GmbH
|
|
Germany
|
|
|
|
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
|
Minneapolis, MN
|
March 2, 2015
|
|
|
|
Signature
|
|
Date
|
|
|
|
/s/ SCOTT P. ANDERSON
|
|
|
|
|
February 5, 2015
|
Scott P. Anderson
|
|
|
/s/ ROBERT EZRILOV
|
|
|
|
|
February 5, 2015
|
Robert Ezrilov
|
|
|
|
|
|
/s/ WAYNE M. FORTUN
|
|
|
|
|
February 5, 2015
|
Wayne M. Fortun
|
|
|
|
|
|
/s/ MARY J. STEELE GUILFOILE
|
|
|
|
|
February 5, 2015
|
Mary J. Steele Guilfoile
|
|
|
|
|
|
/s/ JODEE KOZLAK
|
|
|
|
|
February 5, 2015
|
Jodee Kozlak
|
|
|
|
|
|
/s/ DAVID W. MACLENNAN
|
|
|
|
|
February 5, 2015
|
David W. MacLennan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ REBECCA KOENIG ROLOFF
|
|
|
|
|
February 5, 2015
|
ReBecca Koenig Roloff
|
|
|
|
|
|
|
|
|
/s/ BRIAN P. SHORT
|
|
|
|
|
February 5, 2015
|
Brian P. Short
|
|
|
|
|
|
/s/ JAMES B. STAKE
|
|
|
|
|
February 5, 2015
|
James B. Stake
|
|
|
|
|
/s/ JOHN P. WIEHOFF
|
Signature:
|
|
|
Name:
|
|
John P. Wiehoff
|
Title:
|
|
Chief Executive Officer
|
|
|
|
Signature:
|
|
/s/ CHAD M. LINDBLOOM
|
Name:
|
|
Chad M. Lindbloom
|
Title:
|
|
Chief Information Officer and 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/ CHAD M. LINDBLOOM
|
Chad M. Lindbloom
|
Chief Information Officer and Chief Financial Officer
|