text:
Washington, D.C. 20549
(Mark One)
|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
|TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-23189
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)
|(I.R.S. Employer Identification No.)
|8100 Mitchell Road, Eden Prairie, Minnesota
|(Address of principal executive offices)
|(Zip Code)
(952) 937-8500
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.10 per share
Preferred Share Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2003 (the last business day of the registrants most recently completed second fiscal quarter) was approximately $2,703,756,000 (based on the last sale price of such stock as quoted on The NASDAQ National Market ($35.44) on such date).
As of March 5, 2004, the number of shares outstanding of the registrants Common Stock, par value $.10 per share, was 85,397,843.
Portions of the Registrants Annual Report to Stockholders for the year ended December 31, 2003 (the Annual Report), are incorporated by reference in Part II.
Portions of the Registrants Proxy Statement relating to its Annual Meeting of Stockholders to be held May 20, 2004 (the Proxy Statement), are incorporated by reference in Part III.
C.H. Robinson Worldwide, Inc. (the company, Robinson, we, us, or our) is one of the largest third party logistics companies in North America with 2003 gross revenues of $3.6 billion. We provide freight transportation services and logistics solutions to companies of all sizes, in a wide variety of industries. During 2003, we handled approximately 3.2 million shipments for more than 16,000 customers. We operate through a network of 158 offices, which we call branches, in North America, South America, Europe, and Asia. We have developed global multimodal transportation and distribution networks to provide seamless logistics services worldwide. As a result, we have the capability of managing all aspects of the supply chain on behalf of our customers.
We are a non-asset based transportation provider, meaning we do not own the transportation equipment that is used to transport our customers freight. Through our relationships with approximately 30,000 transportation companies, including motor carriers, railroads (primarily intermodal service providers), air freight and ocean carriers, we select and hire the appropriate transportation to manage our customers freight needs. Being non-asset based means we can be flexible and focus on seeking solutions that work for our customers, rather than on asset utilization. As an integral part of our transportation services, we provide a wide range of value-added logistics services, such as supply chain analysis, freight consolidation, core carrier program management, and information reporting.
In addition to multimodal transportation services, we have two other logistics business lines: fresh produce sourcing and fee-based information services.
Sourcing (the buying, selling, and brokering of fresh produce) was our original business when we were founded in 1905. Much of our logistics expertise can be traced to our significant experience in handling perishable commodities. We purchase fresh produce through our network of produce suppliers. Our customers include produce wholesalers, large grocery retailers, restaurants, and foodservice distributors. In the majority of cases, we also arrange the transport of the fresh produce we sell through our relationships with owners of specialized transportation equipment. In response to demand and changing market conditions, we have developed our own brand of produce, The Fresh 1®, and have entered into licensing agreements for national brand names. The produce for these brands is sourced through various relationships and packed to order through contract packing agreements. We have also instituted quality assurance and monitoring procedures as part of our national brand programs.
Information Services, our third business line, is comprised of a C.H. Robinson subsidiary, T-Chek Systems, Inc. T-Cheks customers are motor carriers, for which it provides a variety of management and information services such as funds transfer, driver payroll services, fuel management services, and fuel and use tax reporting. For several companies and truck stop chains, T-Chek captures sales and fuel cost data, provides management information to the seller, transfers funds to the truck stop, and invoices the carrier for fuel, cash advances, and our fee.
Our business model has been the main driver of our strong historical results and has positioned us for continued growth. Our principal competitive advantage is our large decentralized branch network of 158 offices, staffed by approximately 3,000 salespeople. These branch employees are in close proximity to both customers and carriers, which gives them broad knowledge of their local markets and enables them to respond quickly to customers and carriers changing needs. Branch employees act as a team in their sales efforts, customer service, and operations. A significant portion of our branch employees compensation is performance-oriented, based on the profitability of their branch and their contributions to the success of the branch. We believe this makes our sales employees more service-oriented, focused, and creative.
We have grown over the years both internally by expanding or opening new branch offices and by selective acquisitions when circumstances warranted. In October 2003, we acquired the ongoing operations, assets and certain liabilities of Frank M. Viet GmbH Internationale Spedition (Viet). Viet is an international freight forwarding and third party logistics company based in Hamburg, Germany. Viet had annual gross revenues of approximately $5.6 million in 2002. In February 2004, we acquired Camway Transportation Corporation (Camway), a third party logistics company based in Toledo, Ohio, that provides domestic truckload and intermodal transportation brokerage services. Camway had annual gross revenues of approximately $17.0 million in 2003.
Multimodal Transportation Services
C.H. Robinson is a third party logistics company. We provide freight transportation and logistics services. We are a non-asset based provider, meaning we do not own the transportation equipment used to transport the freight. We make a profit or margin on the difference between what we charge to our customers for the totality of services provided to them, and what we pay to the transportation provider (also known as a carrier) to transport the freight.
We can arrange all of the following modes of transportation, on a worldwide basis:
|Truck Through our contracts with approximately 30,000 motor carriers, we have access to dry vans, temperature-controlled units, and flatbeds. We also offer time-definite and expedited truck transportation. In many instances we will consolidate partial loads for several customers into full truckloads.
|Less Than Truckload (LTL) LTL transportation involves the shipment of small packages and single or multiple pallets of freight, up to and including full trailer-load 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.
|Intermodal C.H. Robinsons intermodal transportation service is the shipment of freight in trailers or containers, by a combination of truck and rail. We have intermodal marketing contracts with several railroads, and we arrange local pickup and delivery (known as drayage) through local motor carriers.
|Ocean As an indirect ocean carrier and freight forwarder, we consolidate shipments, determine routing, select ocean carriers, contract for ocean shipments, provide for local pickup and delivery of shipments, and arrange for customs clearance of shipments, including the payment of duties.
|Air We provide door-to-door service as a full-service air freight forwarder, primarily internationally.
On a day-to-day basis, customers communicate their freight needs, typically on a load-by-load basis, to the branch office salesperson responsible for their account. They communicate with us by means of telephone, fax, Internet, e-mail, or EDI (Electronic Data Interchange). The branch employee enters all appropriate information about each load into our operating system. With the help of information provided by the operating system, the salesperson then determines the appropriate mode of transportation for the load and selects a carrier or carriers, based upon their knowledge of the carriers service capability, equipment availability, freight rates, and other relevant factors. Based on the information he or she has about the market and rates, the salesperson may either determine an appropriate price at that point, or wait to communicate with a carrier directly before setting a price. Once the carrier is selected, the salesperson communicates with the carriers dispatch office to agree on the price for the transportation and the carriers commitment to provide the transportation. At this point, the salesperson provides the carrier information to the customer. Our branch employees price our services to provide a profit to us for the totality of services performed for the customer.
We are a principal in the transaction. By accepting the customers order, we become responsible for transportation of the load from origin to destination. The carriers contract is with us, not the customer, and we are responsible for prompt payment of carrier charges. Also, we usually are responsible to our customer for any claims for damage to freight while in transit or performance. In most cases, we receive reimbursement from the carrier for these claims.
As a result of our logistics capabilities, some of our customers have us handle all, or a substantial portion, of their freight transportation requirements to or from a particular manufacturing facility or distribution center. In a number of instances, we have contracts with the customer in which we agree to handle a specified number of loads usually to specified destinations, such as from the customers plant to a distribution center. Our commitment to handle the loads is usually at specific rates, but subject to seasonal variation. Most of our rate commitments are for one year or less. To meet our obligations under these customer contracts, we may get advance commitments from one or more carriers to transport the contracted loads, for the length of our customer contract, but most of our truckload freight is priced to our carriers on a spot market, or transactional, basis.
In the course of providing day-to-day transportation services, our branch employees often identify opportunities for additional logistics services as they become more familiar with our customers daily operations and the nuances of its supply chain. We offer a wide range of logistics services on a worldwide basis that reduce or eliminate supply chain inefficiencies. We will analyze the customers current transportation rate structures, modes of shipping, and carrier selection. We can evaluate a customers core carrier program by establishing a program to measure and monitor key quality standards for those core carriers. We can identify opportunities to consolidate shipments for cost savings. We will suggest ways to improve operating and shipping procedures, and manage claims. We can help customers minimize storage through cross-docking and other flow-through operations. We may also examine the customers warehousing and dock procedures. Many of these services are bundled with underlying transportation services and are not typically priced separately. They are usually included as a part of the cost of transportation services provided by us, based on the nature of the customer relationship. In addition to these transportation services, we may supply sourcing, contract warehousing, consulting, and other services, for which we are usually paid separately.
As we have emphasized integrated logistics solutions, our relationships with many customers have broadened and we have become business partners with our customers, responsible for a greater portion of their supply chain management. We may serve our customers through specially created teams and through several branches. Our multimodal transportation services are provided to numerous international customers through our worldwide branch network. See our Notes to Consolidated Financial Statements included as part of our audited consolidated financial statements for an allocation of our gross revenues from domestic and foreign customers for the years ended December 31, 2003, 2002, and 2001 and our long-lived assets as of December 31, 2003 and 2002, in the United States and in foreign locations.
The table below shows our gross profits by transportation mode for the periods indicated:
Transportation Gross Profits
(in thousands)
|Year Ended December 31,
|Includes LTL gross profits.
|Consists of customs clearance (Automated Brokerage Interface (ABI) and Automated Clearing House (ACH) capabilities with the Bureau of U.S. Customs and Border Protection), warehousing, fee-based transportation management services, and other miscellaneous services.
Transportation services accounted for approximately 85% of our gross profits in each of 2003, 2002, and 2001.
Throughout our 99-year history, we have been in the business of sourcing fresh produce. Much of our logistics expertise can be traced to our significant experience in handling perishable commodities. Because of its perishable nature, produce must be quickly packaged, transported within tight timetables in temperature controlled equipment, and distributed quickly to replenish high turnover inventories maintained by wholesalers, foodservice companies, restaurants, and retailers. In most instances, we consolidate individual customers produce orders into truckload quantities at the point of origin and arrange for transportation of the truckloads, often to multiple destinations.
During the past eight years, we have actively sought to expand our sourcing customer base by focusing on large multistore grocery retailers. Traditionally, grocery retailers have relied mainly on regional or even local purchases from food wholesalers for produce sourcing and store-level distribution. As these retailers have expanded through store openings and industry consolidation, these methods have become inefficient. Our logistics and perishable commodities sourcing expertise can improve the retailers produce purchasing, and provide uniform quality from region to region and store to store. Our sourcing services have expanded to include just-in-time replenishment, commodity management and business analysis. In response to demand and changing market conditions, we introduced our proprietary brand of produce, The Fresh 1®, which includes a wide range of fruits and vegetables that are uniform in quality and top grade. Since 1998, we have entered into new branded produce programs, including licensing agreements for major national brands. These brands have expanded our market presence and relationships with some of our retail customers. We have also instituted quality assurance and monitoring programs as part of our national brand programs.
Sourcing accounted for approximately 10% of our gross profits in each of 2003, 2002, and 2001.
Information Services
Information Services is comprised of a subsidiary of C.H. Robinson, T-Chek Systems, Inc. T-Cheks customers are motor carriers and truck stop chains. T-Chek provides its motor carrier customers with funds transfer and driver payroll services, fuel management services, fuel and use tax reporting, and on-line access to custom-tailored information management reports, all through the use of its proprietary automated systems. These systems enable motor carriers to track equipment, manage fleets, and dictate where and when their drivers purchase fuel. For several companies and truck stop chains, T-Chek captures sales and fuel cost data, provides management information to the seller, and invoices the carrier for fuel, cash advances, and our fee.
Information Services accounted for approximately 5% of our gross profits in each of 2003, 2002, and 2001.
To keep us close to our customers and markets, we have created and continue to expand a network of 158 offices, which we call branches. Our branches are supported by executives and other centralized, shared services. Approximately 14% of our employees are corporate employees who provide these centralized, shared services.
Branch Network
Each branch office is responsible for its own growth and profitability. Our branch salespeople are responsible for developing new business, negotiating and pricing services, receiving and processing service requests from customers, and contracting with carriers to provide the transportation requested. In addition to routine transportation, salespeople are often called upon to handle customers unusual, seasonal, and emergency needs. Shipments to be transported by truck are usually contracted and priced at the branch level, and branches cooperate with each other to hire carriers to transport loads. Branches may rely on expertise in other branches when contracting LTL, intermodal, international and air shipments. Multiple branches may also work together to service larger, national accounts where the expertise and resources of more than one branch are required to meet the customers needs. Their efforts are usually coordinated by one lead branch on the account.
Salespeople in the branches both sell to and service their customers. Sales opportunities are identified through our database, referrals from current customers, leads generated by branch office personnel through knowledge of their local and regional markets, and third party sources such as industry directories. Salespeople are also responsible for recruiting new carriers, who are qualified by our carrier services group to make sure they are properly licensed and insured, and have the resources to provide the necessary level of service on a dependable basis.
Branch Expansion. We expect to continue to open new branch offices. New branch offices are viewed as a long-term contributor to overall company growth. In addition to market opportunity, a major consideration in opening a new branch is whether we have branch salespeople that are ready to manage a new branch. Additional branches are often opened within a territory previously served by another branch, such as within major cities, as the volume of business in a particular area warrants opening a separate branch. A modest amount of capital is required to open a new branch, usually involving a lease for a small amount of office space, communications and hardware, and often employee compensation guaranties for a short time.
Branch Employees. Because the quality of our employees is essential to our success, we are highly selective in our hiring. We recruit applicants from across North America, South America, Europe, and Asia. Our applicants typically have college degrees, and some have business experience, although not necessarily within the transportation industry.
Newly hired branch employees go through on-the-job training at the branch level, which ranges from six months to a year and emphasizes development of the necessary skills and customer service philosophy to become productive members of a branch team. We expect most new salespeople to start contributing to the success of the branch in a matter of weeks. After approximately a year of experience, each salesperson attends our national training meeting to get additional training and have the opportunity to develop relationships with employees of other branches.
Employees at the branch level form a team. The team structure is motivated by our incentive compensation system, in which a significant portion of the cash compensation of most branch managers and salespeople is dependent on the profitability of their particular branch or business unit. For any calendar year, branch managers and salespeople who have been employed for at least one complete year are paid a portion of the branchs earnings for that calendar year, based on a system of points awarded to the employees on the basis of their productivity and contributions. Employees can also receive profit sharing contributions
that depend on our overall profitability and other factors in our Profit Sharing Plan. In some special circumstances, such as opening new branches, we may guarantee a level of compensation to the branch manager and key salespersons for a short period of time.
All of our managers and certain other employees who have significant responsibilities are eligible to participate in our amended 1997 Omnibus Stock Plan. To promote long-term share ownership, in 2003, 656 employees were awarded a total of 866,025 restricted stock units or shares. Employees at all levels, after a qualifying period of employment, are eligible to participate in our Employee Stock Purchase Plan.
Individual salespeople benefit both through the growth and profitability of individual branches and by achieving individual goals. They are motivated by the opportunity to advance in a variety of career paths, including branch management, national sales, and national account management. We have a promote from within philosophy, and fill nearly all branch management positions with current employees.
Executive Officers
Under our decentralized business structure, branch managers report directly to, and receive guidance and support from, a small group of executive officers at our central corporate office. Customers, carriers, managers, and employees have direct access to our chief executive officer, John Wiehoff, and all other executive officers. These executives provide training and education, develop new services and applications to be offered to customers, share operations and management guidance, and provide broad market analysis.
The executive officers serve at the discretion of the Board of Directors and are chosen annually by the Board of Directors. Below are the names, ages, and positions of the executive officers:
John P. Wiehoff
|chief executive officer, president and director
James E. Butts
|vice president
Linda U. Feuss
|vice president, general counsel and secretary
Laura Gillund
|vice president, human resources
James V. Larsen
|vice president
James P. Lemke
|vice president, produce
Chad M. Lindbloom
|vice president and chief financial officer
Timothy P. Manning
|vice president
Joseph J. Mulvehill
|vice president, international
Christopher J. OBrien
|vice president
Paul A. Radunz
|vice president and chief information officer
Michael T. Rempe
|vice president, produce
Scott A. Satterlee
|vice president
Mark A. Walker
|vice president
Steven M. Weiby
|vice president
Molly M. DuBois
|director of branch operations
Troy A. Renner
|treasurer and assistant secretary
Thomas K. Mahlke
|corporate controller
John P. Wiehoff has been chief executive officer since May 2002, following a three-year succession process during which he was named president in December 1999. He has been a director of C.H. Robinson since December 2001. He was vice president and chief financial officer from June 1998 to December 1999. Previous positions with Robinson include treasurer and corporate controller. Prior to joining the company in 1992, he was employed by Arthur Andersen LLP. He holds a Bachelor of Science degree from St. Johns University.
James E. Butts has been a vice president and officer of C.H. Robinson since April 2002. Previous positions with the company include transportation manager at the Chicago South and Detroit branches. Jim has been with Robinson since 1978, and holds a Bachelor of Arts degree from Wayne State University.
Linda U. Feuss joined C.H. Robinson in October 2003 as vice president, general counsel and secretary. Before joining Robinson, she was executive vice president, legal and human resources, for PEMSTAR Inc. Prior to that, she had served as vice president and general counsel at The Pillsbury Company, and associate general counsel of Siemens Corporation. Linda holds a Bachelor of Arts degree from Colgate University and a Juris Doctor from Emory University.
Laura Gillund joined C.H. Robinson in August 2002. Before coming to Robinson, she was the senior vice president of human resources at Wells Fargo Home Mortgage, Inc. for seven years. Laura holds a Bachelor of Arts degree in International Relations from the University of Minnesota and a Masters degree in Industrial Relations from the University of Minnesota.
James V. Larsen has been a vice president since July 1999. Prior to that, he was an executive of Preferred Translocation Systems, which he founded in 1986 and which was acquired by Robinson in July 1998. He served as vice president of sales and later as president of Preferred Translocation Systems.
James P. Lemke has been a vice president, produce since January 2003. Prior to that, he served as the vice president and manager of C.H. Robinsons Corporate Procurement and Distribution Services division. Jim joined the company in 1989. Jim holds a Bachelors of Arts degree in International Relations from the University of Minnesota.
Chad M. Lindbloom has been vice president and chief financial officer since December 1999. From June 1998 until December 1999, he served as corporate controller. Chad joined the company in 1990. Chad holds a Bachelor of Science degree and a Masters of Business Administration from the Carlson School of Management at the University of Minnesota.
Timothy P. Manning has been a vice president since December 1999. Previous positions with C.H. Robinson include transportation manager in the St. Louis branch office, and in October 1998, Tim was named director of operations. Tim joined the company in 1989. Tim holds a Bachelor of Science degree from the University of Minnesota.
Joseph J. Mulvehill has been vice president, international since 1998. Previous positions with Robinson include manager of the Miami branch office from 1982 to 1998. Joe joined the company in 1975, and holds a Bachelor of Arts degree from the University of St. Thomas.
Christopher J. OBrien has been a vice president since May 2003. Additional positions with Robinson include manager of the Raleigh, North Carolina branch, general manager and later president of the companys European division. Chris joined the company in 1993. He holds a Bachelor of Arts degree from Alma College in Michigan.
Paul A. Radunz has been a vice president and chief information officer of C.H. Robinson since October 2001. Prior to joining the company, he served as senior vice president and chief information officer of GE Card Services and GE Capital Fleet Services. Paul has a Bachelor of Arts degree from St. Olaf College.
Michael T. Rempe has been vice president, produce since 1994, after starting with C.H. Robinson in 1989 as director of produce merchandising. Prior to that, he held several senior positions in the retail grocery industry. Mike attended Indiana University Purdue University at Indianapolis.
Scott A. Satterlee has been a vice president since February 2002. Additional positions with C.H. Robinson include director of operations and manager of the Salt Lake City branch office. Scott joined the company in 1991. Scott holds a Bachelor of Arts degree from the University of St. Thomas.
Mark A. Walker has been a vice president since December 1999. Additional positions with Robinson include chief information officer from December 1999 to October 2001, president of T-Chek Systems LLC, and president of Payment & Logistics Services LLC. Mark joined the company in 1980. Mark holds a Bachelor of Science degree from Iowa State University and a Masters of Business Administration from the University of St. Thomas.
Steven M. Weiby has been a vice president since January 2003. Additional positions with Robinson include director of business development and manager of the Hartford office. Steve joined the company in 1988. Steve holds a Bachelor of Arts degree from Carleton College and a Masters of Business Administration from the University of Connecticut.
Molly M. DuBois has been a director of branch operations since March 2003. Previous positions with Robinson include transportation manager at a customer-specific branch office and manager of branch operations. Molly joined the company in 1992. Molly holds a Bachelor of Science degree from Winona State University.
Troy A. Renner has been treasurer of C.H. Robinson since June 1998, and tax director since 1995. He was also named assistant secretary in 2003. Prior to that, he was employed as a tax manager by Arthur Andersen LLP. Troy holds a Bachelor of Science and a Juris Doctor from the University of Minnesota.
Thomas K. Mahlke has been corporate controller of C.H. Robinson since December 1999. Tom joined Robinson in November 1997 as accounting manager. Prior to that, he was employed as a supervisory senior accountant by Arthur Andersen LLP. Tom holds a Bachelor of Accountancy degree from the University of North Dakota.
As of December 31, 2003, we had a total of 4,112 employees, of whom 3,551 were located in our branch offices. Corporate services such as accounting, information systems, legal, marketing communications, human resources, credit support, and claims support are provided centrally. We believe that our compensation and benefit plans are among the most competitive in the industry and that our relationship with our employees is good.
Customers and Marketing
We seek to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services. During 2003, we served over 16,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries. During 2003, no customer accounted for more than 8% of gross revenues or 5% of gross profits. In recent years, we have grown by adding new customers and by increasing our volumes and providing more services to our existing customers.
We believe that our decentralized structure enables our salespeople to better serve our customers by developing a broad knowledge of logistics and local and regional market conditions, as well as the specific logistics issues facing individual customers. With the guidance of experienced branch managers (who have an average tenure of 12 years with us), branches are given significant latitude to pursue opportunities and to commit our resources to serve our customers.
Branches seek additional business from existing customers and pursue new customers based on their knowledge of local markets and the range and value of logistics services that we can provide. We have also expanded our national sales and marketing support to enhance branch sales capabilities. Increasingly, branches call on our executives, our national sales staff and a central logistics group to support them in the pursuit of multinational corporations and other companies with more complex logistics requirements.
Relationships with Carriers
We continually work on establishing relationships with good carriers to assure dependable services, favorable pricing, and carrier availability during peak shipping periods and periods when demand for transportation equipment is greater than the supply. To strengthen and maintain our relationships with carriers, our salespeople regularly communicate with carriers serving their region and try to assist them by increasing their equipment utilization, reducing their empty miles, and repositioning their equipment. To make it easier for carriers to work with us, we have a policy of prompt payment.
As of December 31, 2003, we had contracts with approximately 30,000 motor carriers. These motor carriers provide access to temperature controlled vans, dry vans and flatbeds. These carriers are of all sizes, including owner-operators of a single truck, small and mid-size fleets, private fleets and the largest national trucking companies. Consequently, we are not dependent on any one carrier. Our largest truckload carrier was less than 1% of our total purchased truckload cost in 2003. We qualify each motor carrier to make sure it is properly licensed and insured, and that it has the resources to provide the necessary level of service on a dependable basis. Our motor carrier contracts require that the carrier issue invoices only to and accept payment solely from us, and allow us to withhold payment to satisfy previous claims or shortages. To fulfill regulatory requirements, our motor carrier contracts commit to a series of three shipments and an initial transportation rate. Our contracts do not include volume commitments, and the initial contract rate is modified each time we confirm an individual load with a carrier. As of December 31, 2003, we also had intermodal marketing contracts with several railroads, including all of the major North American railroads, giving us access to additional trailers and containers. Our contracts with railroads specify the transportation services and payment terms by which our intermodal shipments are transported by rail. Intermodal transportation rates are typically negotiated between us and the railroad on a customer-specific basis.
The transportation services industry is highly competitive and fragmented. We compete against a large number of other non-asset based logistics companies, asset-based logistics companies, third party freight brokers, carriers offering logistics services, and freight forwarders. We also compete against carriers internal sales forces and shippers own transportation departments. We also buy and sell transportation services from and to companies with which we compete.
We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are:
|our large decentralized branch network, which enables our salespersons to gain broad knowledge about individual customers, carriers and the local and regional markets they serve, and to provide superior customer service based on that knowledge,
|our proprietary information systems,
|our ability to provide a broad range of logistics services, and
|our ability to provide door-to-door services on a worldwide basis.
Communications and Information Systems
Our information systems are essential to our ability to efficiently communicate, service our customers and carriers, and manage our business. Our proprietary information systems help our employees efficiently manage more than 3 million shipments annually and 30,000 carrier relationships. Our employees are linked with each other and with our customers and our carriers by telephone, fax, Internet, e-mail, and/or EDI to communicate load requirements and availability, and to confirm and bill orders. Through our Internet sites CHRWonline and CHRWtrucks.com, customers and carriers can contract loads or equipment and track and trace shipments. Customers and carriers also have access to other information in our operating systems through the Internet.
Our branch employees use our information systems to identify freight matching opportunities, communicate and coordinate activity with other branches, and cross-cover or find equipment for other branches freight. Our systems help our salespeople service customer orders, select the optimal modes of transportation, build and consolidate loads, and select routes, all based on customer-specific service parameters. Our systems also make load data visible to the entire sales team as well as customers and carriers, enabling our salespeople to select carriers and track loads in progress. Our systems automatically provide visible alerts to any arising problems. Our systems use data captured from daily transactions to generate various management reports that are available to our customers. These reports provide them with information on traffic patterns, product mix, and production schedules, and support analysis of their own customer base, transportation expenditure trends, and the impact on out-of-route costs.
Government Regulation
The transportation industry has been subject to legislative and regulatory changes that have affected the economics of the industry by requiring changes in operating practices or influencing the demand for, and cost of providing, transportation services. For example, in 2004 the U.S. Department of Transportation Federal Motor Carrier Safety Administration issued new Hours of Service regulations that affect many of our suppliers. We do not believe that these new regulations will have a material impact on our business and we cannot predict the effect, if any, that future legislative and regulatory changes may have on the transportation industry.
We are subject to licensing and regulation as a transportation broker and are licensed by the U.S. Department of Transportation (DOT) to arrange for the transportation of property by motor vehicle. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. Under certain circumstances, one of our subsidiary companies provides limited motor carrier transportation services that require registration with the DOT and compliance with certain economic regulations administered by the DOT, including a requirement to maintain insurance coverage in minimum prescribed amounts. We are also subject to regulation by the Federal Maritime Commission as an ocean freight forwarder and we maintain a non-vessel operating common carrier bond. We operate as an indirect air cargo carrier subject to economic regulation by the DOT and provide customs brokerage services as a customs broker under a license issued by the Bureau of U.S Customs and Border Protection.
We source fresh produce under a license issued by the U.S. Department of Agriculture. Other sourcing and distribution activities may be subject to various federal and state food and drug statutes and regulations. Our T-Chek operations have recently become subject to federal and state money transfer regulations as a result of the law changes under the USA PATRIOT Act of 2001.
Although Congress enacted legislation in 1994 that substantially preempts the authority of states to exercise economic regulation of motor carriers and brokers of freight, we continue to be subject to a variety of vehicle registration and licensing requirements. We, along with the carriers that we rely on in arranging transportation services for our customers, are also subject
to a variety of federal and state safety and environmental regulations. Although compliance with the regulations governing licensees in these areas has not had a materially adverse effect on our operations or financial condition in the past, there can be no assurance that such regulations or changes thereto will not adversely impact our operations in the future. Violation of these regulations could also subject us to fines or, in the event of serious violation, suspension or revocation of operating authority as well as increased claims liability.
Risk Management and Insurance
We generally assume full value cargo risk for our customers in our truck and intermodal operations, unless stipulated contractually otherwise. We subrogate our losses against the motor or rail carrier with the transportation responsibilities. We require all motor carriers we work with to carry at least $750,000 in general liability insurance and $25,000 in cargo insurance. Many carriers carry insurance limits exceeding these minimums. Railroads, which are generally self-insured, provide limited common carrier liability protection, generally up to $250,000 per shipment.
We do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, and air freight businesses. We offer our customers the option to purchase ocean marine cargo coverage to insure goods in transit. When we agree to store goods for our customers for longer terms, we provide limited warehousemans coverage to our customers and contract for warehousing services from companies that provide us the same degree of coverage.
We maintain a broad cargo liability policy to protect us against catastrophic losses that may not be recovered from the responsible carrier. We also carry various liability policies, including auto and general liability, with a $100 million umbrella.
Agricultural chemicals used on agricultural commodities intended for human consumption are subject to various approvals, and the commodities themselves are subject to regulations on cleanliness and contamination. Concern about particular chemicals and alleged contamination can lead to product recalls, and tort claims may be brought by consumers of allegedly affected produce. As a seller of produce, we may, under certain circumstances, have legal responsibility arising from produce sales. We carry product liability coverage under our general liability and umbrella policies to cover this type of risk. In addition, in the event of a recall, we may be required to bear the cost of repurchasing, transporting, and destroying any allegedly contaminated product, which is generally not insured. Any recall or allegation of contamination could affect our reputation, particularly of our The Fresh 1® brand. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
Investor Information
We were reincorporated in Delaware in 1997 as the successor to a business existing, in various legal forms, since 1905. Our corporate office is located at 8100 Mitchell Road, Eden Prairie, Minnesota 55344-2248, and our telephone number is (952) 937-8500. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website (www.chrobinson.com) as soon as reasonably practicable after we electronically file the material with the Securities and Exchange Commission.
Cautionary Statement Relevant to Forward-Looking Information
This Annual Report on Form 10-K and our financial statements, Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this report and other documents incorporated by reference contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our current assumptions about future financial performance; the continuation of historical trends; the sufficiency of our cash balances and cash generated from operating activities for future liquidity and capital resource needs; the effects, benefits or other aspects of current or future acquisitions or dispositions; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; the results, timing, outcome or effect of litigation and our intentions or expectations of prevailing with respect thereto; anticipated problems and our plans for future operations; and the economy in general or the future of the third party logistics industry, all of which are subject to various risks and uncertainties.
When used in this Form 10-K and in our other filings with the Securities and Exchange Commission, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of any of our executive officers, the words or phrases believes, may, will, expects, should, continue, anticipates, intends, will likely result, estimates, projects or similar expressions and variations thereof are intended to identify such forward-looking statements. However, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements.
We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including, but not limited to such factors as market demand and pressures on the pricing for our services; changing market conditions, competition and growth rates within the third party logistics industry; availability of truck capacity or alternative means of transporting freight, and changes in relationships with existing truck, rail, ocean and air carriers; changes in our customer base due to possible consolidation among our customers; our ability to integrate the operations of acquired companies with our historic operations successfully; changes in accounting policies; risks associated with litigation and insurance coverage; risks associated with operations outside of the U.S.; changing economic conditions such as general economic slowdown, decreased consumer confidence, fuel shortages and the impact of war on the economy; and other risks and uncertainties, including those described in Exhibit 99.1 to this Form 10-K.
We lease approximately 67,000 square feet of office space in Eden Prairie, Minnesota as our corporate headquarters. Our corporate headquarters lease expires in 2014. We lease approximately 16,000 square feet of additional office space in Eden Prairie, Minnesota as the operating headquarters for our subsidiary, T-Chek Systems.
All of our 158 branch offices are leased from third parties under leases with initial terms ranging from three to ten years. Our branch offices range in space from 1,000 to 79,000 square feet. The following table lists our largest US branch offices:
|Approximate Square Feet
Chicago, IL
Eden Prairie, MN
Southfield, MI
Des Plaines, IL
Willowbrook, IL
Oak Brook, IL
Coralville, IA
College Park, GA
Tampa, FL
Paulsboro, NJ
Cordova, TN
Grand Rapids, MI
Brooklyn Center, MN
Knoxville, TN
Miami, FL
Montvale, NJ
Sugarland, TX
Duluth, GA
Independence, OH
Medley, FL
We also lease approximately 567,000 square feet of warehouse space throughout the United States. The following table lists our largest warehouses:
|Approximate Square Feet
Omaha, NE
Bollingbrook, IL
Rochester, NY
La Vergne, TN
Medley, FL
On January 29, 2004, we purchased an office building in Chicago, Illinois for $9.5 million. This building will have approximately 80,000 square feet of office space. This building will replace the leased space we currently occupy in Chicago, as disclosed in the table above. We consider our current office spaces and warehouse facilities adequate for our current level of operations. We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate branches to new offices as leases expire.
As previously reported in our Form 10-K for the year ended December 31, 2002, we and others were named as defendants in three wrongful death lawsuits stemming from a multi-vehicle accident in 1999. All three of these lawsuits have been settled.
We settled the first of the three cases on January 3, 2003. Our insurance carriers had issued letters potentially denying coverage for some or all of the categories of possible damages. We believe our insurance carriers subsequently failed to discharge their good faith obligation to settle the lawsuit. We contributed $4.25 million as part of a complete settlement of our liability in the first lawsuit, while reserving our rights to proceed against our insurers. We filed a separate lawsuit against two of our insurance carriers, alleging wrongful conduct in the defense and settlement of the first case and demanding reimbursement of the $4.25 million contribution that we made. That case is still pending. Our insurance carriers settled the second and third lawsuits in February and March 2003 without contribution from us.
From time to time, we are involved in litigation arising out of our employment relationships. As first reported in our Form 10-Q for the quarter ended September 30, 2002, we were named as a defendant in a lawsuit filed on October 2, 2002, in the United States District Court for the District of Minnesota by a number of our present and former female employees. The lawsuit alleges a hostile working environment, unequal pay, promotions and opportunities for women and failure to pay overtime. The plaintiffs seek unspecified monetary and non-monetary damages and class action certification. We deny all allegations and are vigorously defending the suit. In addition, we have insurance coverage for some of the claims asserted in the lawsuit. Currently, the amount of any possible loss to us cannot be estimated; however, an unfavorable result could have a material adverse effect on our financial condition, results of operations, and cash flows.
Also as first reported in our Form 10-Q for the quarter ended September 30, 2002, on November 7, 2002, we were named as a defendant in a lawsuit filed in the United States District Court for the District of Minnesota by former employees of the company. The lawsuit alleges systematic failure by us to pay for overtime hours worked by our male employees under the federal Fair Labor Standards Act. The suit seeks payment of the overtime wages earned, as well as double damages and other relief, on behalf of the plaintiffs and potential collective members who join in the lawsuit. We deny all allegations and are vigorously defending the suit. Currently, the amount of any possible loss to us cannot be estimated; however, an unfavorable result could have a material adverse effect on our financial condition, results of operations, and cash flows.
We currently are not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on our business, financial condition, results of operations, and cash flows.
No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2003.
Our Common Stock began trading on The NASDAQ National Market under the symbol CHRW on October 15, 1997. Certain of our stockholders sold 24,330,310 shares of our Common Stock to the public pursuant to a registered public offering, the proceeds of which were paid entirely to the selling stockholders. Prior to such date, there was no established public trading market for our Common Stock. On October 24, 2000, our Board of Directors declared a two-for-one stock split, effected in the form of a 100% stock dividend. The new shares were distributed on December 1, 2000 to shareholders of record as of the close of business on November 10, 2000. All share and per share amounts in this Form 10-K have been restated to reflect our stock split.
The following table sets forth, for the periods indicated, the high and low sales prices of our Common Stock, as quoted on the NASDAQ National Market.
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
On March 5, 2004, the closing sales price per share of our Common Stock as quoted on the NASDAQ National Market was $39.99 per share. On March 5, 2004, there were approximately 350 holders of record and approximately 12,000 beneficial owners of our Common Stock.
In conjunction with our initial public offering, our Board of Directors authorized a stock repurchase plan under which up to 2,000,000 shares of our Common Stock may be repurchased from time to time through open market transactions, block purchases, tender offers, private transactions, accelerated share repurchase programs or otherwise. We purchased approximately 282,100 shares of our Common Stock in 2003 under this plan. There are no shares remaining to be purchased under this plan. During 1999, the Board of Directors authorized a second stock repurchase plan, allowing for the repurchase of 4,000,000 shares. We purchased approximately 157,300 shares of our Common Stock in 2003 under this plan. We intend to fund any future repurchases with internally generated funds.
We declared quarterly dividends during 2002 for an aggregate of $0.26 per share, and quarterly dividends during 2003 for an aggregate of $0.36 per share. We have declared a quarterly dividend of $0.12 per share payable to shareholders of record as of March 15, 2004, payable on April 1, 2004. Our declaration of dividends is subject to the discretion of the Board of Directors. Any determination as to the payment of dividends will depend upon our results of operations, capital requirements and financial condition, and such other factors as the Board of Directors may deem relevant. Accordingly, there can be no assurance that the Board of Directors will declare or continue to pay dividends on the shares of Common Stock in the future.
Participants in the Robinson Companies Retirement Plan may, among other investment options, elect to invest their contributions and our matching contributions in shares of our Common Stock. When plan participants elect to invest plan contributions in shares of our Common Stock, the plan trustee, American Express, purchases shares of our Common Stock on the open market and holds those shares beneficially for plan participants. During the quarter ended December 31, 2003, plan participants elected to invest plan contributions in a total of approximately 8,340 shares of our Common Stock having an approximate aggregate purchase price of $345,487. Because participants may elect to invest plan contributions in shares of our Common Stock, the plan is required to be registered under the Securities Act of 1933. There is no exemption from registration under the Securities Act available for the plan. On November 12, 2003, we registered the plan pursuant to a Form S-8 filed with the Securities and Exchange Commission.
Selected consolidated financial and operating data on page 15 of the Annual Report is incorporated in this Form 10-K by reference. This information is also included in Exhibit 13 to this Form 10-K, as filed with the SEC.
Managements Discussion and Analysis on pages 16 through 25 of the Annual Report is incorporated in this Form 10-K by reference. This section is also included in Exhibit 13 to this Form 10-K, as filed with the SEC.
Disclosure about Market Risk on page 25 of the Annual Report is incorporated in this Form 10-K by reference. This section is also included in Exhibit 13 to this Form 10-K, as filed with the SEC.
Our consolidated financial statements and notes thereto on pages 26 through 41 of the Annual Report are incorporated in this Form 10-K by reference. These financial statements are also included in Exhibit 13 to this Form 10-K, as filed with the SEC.
Change in Independent Auditors on page 42 of the Annual Report is incorporated in this Form 10-K by reference. This section is also included in Exhibit 13 to this Form 10-K, as filed with the SEC.
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management, including the Companys Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in timely alerting them to the material information relating to us (or our consolidated subsidiaries) required to be included in the reports we file or submit under the Exchange Act.
(b) Changes in internal controls over financial reporting.
During the quarter ended December 31, 2003, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Information with respect to our Board of Directors contained under the heading Election of Directors, and information contained under the heading Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement are incorporated in this Form 10-K by reference. Information with respect to our executive officers is provided in Part I, Item 1.
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, directors, and all other company employees performing similar functions. This code of ethics, which is one of several policies within our Corporate Compliance Program, is posted on the Investors page of our website at www.chrobinson.com under the caption Corporate Compliance Program Reference Tool.
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the web address specified above.
The information contained under the heading Executive Compensation in the Proxy Statement (except for the information set forth under the subcaption Compensation Committee Report on Executive Compensation) is incorporated in this Form 10-K by reference.
(a) Equity Compensation Plans
The following table summarizes share and exercise price information about our equity compensation plans as of December 31, 2003:
Plan Category
Number of
be issued upon
of outstanding
|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 holders1
|Equity compensation plans not approved by security holders
|Includes stock available for issuance under our Directors Stock Plan and our Employee Stock Purchase Plan, as well as options and restricted stock granted and shares that may become subject of future awards under our 1997 Omnibus Stock Plan. Specifically, 35,196 shares remain available under our Directors Stock Plan and 3,205,067 shares remain available under our Employee Stock Purchase Plan. Under our 1997 Omnibus Stock Plan, 3,470,292 shares may become subject of future awards in the form of stock option grants or the issuance of restricted stock.
(b) Security Ownership
The information contained under the heading Security Ownership of Certain Beneficial Owners and Management in the Proxy Statement is incorporated in this Form 10-K by reference.
The information contained under the heading Certain Transactions in the Proxy Statement is incorporated in this Form 10-K by reference.
The information contained under the heading Proposal Two: Selection of Independent Auditors in the Proxy Statement is incorporated in this Form 10-K by reference.
(a) (1) Financial Statements.
Our consolidated financial statements listed below on pages 26 through 41 of the Annual Report are incorporated in this Form 10-K by reference. These financial statements are included in Exhibit 13 to this Form 10-K, as filed with the SEC.
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Stockholders Investment for the years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules.
Schedule II. Valuation and Qualifying Accounts is included at the end of this Form 10-K. All schedules, other than Schedule II, are omitted because of the absence of the conditions under which they are required or because the information required is shown in the consolidated financial statements or the notes thereto.
(3) Index to Exhibits
See Exhibit Index on page 19 for a description of the documents that are filed as Exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical referencing the SEC filing which included the document. We will furnish to a security holder upon request a copy of any Exhibit at cost.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the last quarter of the period covered by this report:
Report on Form 8-K, dated October 21, 2003, filed in connection with our release of earnings for the three months ended September 30, 2003
(c) See Item 15(a)(3) above.
(d) See Item 15(a)(2) above.
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on March 15, 2004.
/s/ Linda U. Feuss
|Linda U. Feuss
|Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 15, 2004.
/s/ John P. Wiehoff
John P. Wiehoff
|Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ Chad M. Lindbloom
Chad M. Lindbloom
|Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Thomas K. Mahlke
Thomas K. Mahlke
|Corporate Controller (Principal Accounting Officer)
D.R. Verdoorn
Chairman of the Board
Barry W. Butzow
Robert Ezrilov
Gerald A. Schwalbach
Wayne M. Fortun
Brian P. Short
Michael W. Wickham
* By: /s/ Linda U. Feuss
Linda U. Feuss
To the Board of Directors and Shareholders of
C.H. Robinson Worldwide, Inc.
Eden Prairie, Minnesota
We have audited the consolidated financial statements of C.H. Robinson Worldwide, Inc. (the Company) as of and for the years ended December 31, 2003 and 2002 and have issued our report thereon dated March 12, 2004, which expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, described in Note 3 and additional disclosures relating to the components comprising gross revenues and cost of transportation, products and handling in the consolidated financial statements, described in Note 1. Such financial statements and report are included in your 2003 Annual Report to Stockholders and are incorporated herein by reference. Our audit also included the financial statement schedule of the Company listed in Item 15(a)(2). This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion based on our audit. The consolidated statements of operations, stockholders investment, and cash flows and financial statement schedule of the Company for the year ended December 31, 2001 were audited by other auditors who have ceased operations and whose report dated February 4, 2002 expressed an unqualified opinion on those financial statements and financial statement schedule. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements for the years ended December 31, 2003 and 2002 taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
March 12, 2004
The following report is a copy of a report previously issued by Arthur Andersen LLP. This report has not been reissued by Arthur Andersen LLP nor has Arthur Andersen LLP provided a consent to the inclusion of its report in this Annual Report.
To C.H. Robinson Worldwide, Inc.:
We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in C.H. Robinson Worldwide Inc.s annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 4, 2002. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The accompanying schedule is the responsibility of the companys management and presented for purposes of complying with the Securities and Exchange Commissions rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Minneapolis, MN
February 4, 2002
C.H. Robinson Worldwide, Inc.
Schedule II. Valuation and Qualifying Accounts
Allowance for Doubtful Accounts
The transactions in the allowance for doubtful accounts for the years ended December 31, 2003, 2002 and 2001 were as follows (in thousands):
December 31,
December 31,
December 31,
Balance, beginning of year
Balance, end of year
Index to Exhibits
|Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Certificate of Designation of Series A Junior Participating Preferred Stock of the Company (Incorporated by reference to Exhibit 3.3 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Form of Certificate for Common Stock (Incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Rights Agreement between the Company and Wells Fargo Bank Minnesota, National Association (formerly Norwest Bank Minnesota, N.A.) (Incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|1997 Omnibus Stock Plan (as amended May 1, 2001) (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)
|Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.22 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|C.H. Robinson Worldwide, Inc. Directors Stock Plan (Incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the year ended December 31, 1998)
|Form of ManagementEmployee Agreement between the Company and each of D.R. Verdoorn and Barry Butzow (Incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Form of ManagementEmployee Agreement entered into by Gregory Goven and Michael Rempe (Incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Form of Management Confidentiality and Noncompetition Agreement (Incorporated by reference to Exhibit 10.21 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Master Equipment Lease Agreement, dated August 19, 1994, between Wagonmaster Transportation Company and AT&T Commercial Finance Corporation (Incorporated by reference to Exhibit 10.10 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Keep-Well Agreement, dated August 19, 1994, between C.H. Robinson, Inc., Wagonmaster Transportation Company and AT&T Commercial Finance Corporation (Incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form S-1, Registration No. 333-33731)
|Management Bonus Plan (Incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the year ended December 31, 1999)
|Asset Purchase Agreement dated November 18, 1999, by and among the Company, C.H. Robinson Company, American Backhaulers, Inc., Paul L. Loeb, the Paul L. Loeb Family Trust and the Jodi Sue Loeb Family Trust (Incorporated by reference to Exhibit 2 to the Registrants Current Report on Form 8-K dated December 28, 1999)
|Robinson Companies Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 4 to the Registrants Registration Statement on Form S-8, Registration No. 333-47080)
|Robinson Companies Nonqualified Deferred Compensation Plan Trust Agreement, dated January 1, 2001, by and between C. H. Robinson Worldwide, Inc. and American Express Trust Company (Incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2000)
|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 Registrants Annual Report on Form 10-K for the year ended December 31, 2000)
|Form of Restricted Stock Award for U.S. Managerial Employees
|Selected pages of the Companys Annual Report to Stockholders for the year ended December 31, 2003
|Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated June 18, 2002 (incorporated by reference to Exhibit 16.1 to the Registrants Current Report on Form 8-K dated June 20, 2002)
|Subsidiaries of the Company
|Consent of Deloitte & Touche LLP
|Notice Regarding Consent of Arthur Andersen LLP
|Powers of Attorney
|Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
|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
|Filed herewith


text:
WASHINGTON -- Oy. By the time the Bushes and Clintons are finished, they are going to make the Tudors and the Plantagenets look like pikers.
Before these two families release their death grip on the U.S. electoral system, we're going to have to watch Chelsea's granddaughter try to knock off George P.'s grandson, Prescott Walker Bush II. Barack Obama, who once dreamed of being a transformational president, will turn out to be a mere hiccup in history, the interim guy who provided a tepid respite while Hillary and Jeb geared up to go at it.
Elections for president are supposed to make us feel young and excited, as if we're getting a fresh start. That's the way it was with JFK and Obama and, even though he was turning 70 when he got inaugurated, Ronald Reagan.
But, as the Clinton library tardily disgorged 3,546 pages of official papers last week -- dredging up memories of a presidency that was eight years of turbulence held steady by a roaring economy and an incompetent opposition, a reign roiled by Hillarycare, Vince Foster, Whitewater, Webb Hubbell, Travelgate, Monica, impeachment, Paula Jones, Kathleen Willey and Marc Rich -- the looming prospect of another Clinton-Bush race makes us feel fatigued.
Our meritocratic society seems increasingly nepotistic and dynastic. There was a Bush or a Clinton in the White House and Cabinet for 32 years straight. We're Bill Murray stuck at 6 a.m. in Harold Ramis' comic masterpiece, "Groundhog Day.
The Clintons don't get defeated. They get postponed.
When the Clintons lost to Obama, they simply turned Obama's presidency into their runway. Jim Messina, Obama's 2012 campaign manager, and a passel of other former Obama aides are now helping Hillary. And Bill is out being the campaigner-in-chief, keeping the Clinton allure on display in 2014.
The new cache of Clinton papers is benign, but just reading through them is draining. There are reams of advice on how to steer health care. But did she absorb the lessons, given that health care failed because she refused to be flexible and make the sensible compromises suggested by her husband and allies? She's always on listening tours, but is she hearing? As one White House health care aide advised in the new document dump, "We need to be seen as listening."
Just as in the reminiscences compiled by Hillary's late friend, Diane Blair, a political science professor at the University of Arkansas -- some of which were printed in the Washington Free Beacon three weeks ago -- the new papers reflect how entangled the Clintons' public and private lives were in the White House.
Both sets of papers also are revealing on the never-ending herculean struggle about how to present Hillary to the world, how to turn her shifting hairstyles and personas into one authentic image.
"Be careful to 'be real,'â " media adviser Mandy Grunwald wrote to her before the launch of her listening tour at Daniel Patrick Moynihan's farm in upstate New York. "You did this well in the Rather interview where you acknowledged that of course last year was rough. Once you agree with the audience's/reporters' reality like that, it gives you a lot of latitude to then say whatever you want."
It's hard to understand why so many calculations are needed to seem "real," just as it's hard to understand how Hillary veers from feminist positions to unfeminist ones.
In the Blair papers, Hillary's private view of the Monica Lewinsky affair hewed closely to the lame rationales offered by Bill and his male friends.
"HRC insists, no matter what people say," Blair said, after talking to Hillary on the phone, "it was gross inappropriate behavior but it was consensual (was not a power relationship) and was not sex within any real meaning (standup, liedown, oral, etc.) of the term." The president dallying with a 22-year-old intern was not "a power relationship" and certain kinds of sex don't count?
Like her allies Sidney Blumenthal and Charlie Rangel, Hillary paints her husband's mistress as an erotomaniac, just the way Clarence Thomas' allies painted Anita Hill: a little nutty and a little slutty.
The cascade of papers evoke Hillary's stressful brawls -- with her husband, the press, Congress and the Vast Right-Wing Conspiracy. And they evoke the issue about her that is so troubling and hard to fathom. She is an immensely complex woman with two sides. She is the tireless and talented public servant. And she is the tired warrior who can be insecure and defensive, someone who has cleaved to a bunker mentality when she would have been better served getting out of her defensive crouch.
Hillary may have had a point when she said in 1993, after criticism of the maladroit firing of the veteran White House travel office staff, that the press "has big egos and no brains." But it speaks to her titanic battles and battle scars.
Hillary has spent so much time searching for the right identity, listening to others tell her who to be, resisting and following advice on being "real," that it leaves us with the same question we had when she first came on the stage in 1992.
Who is she?
Maureen Dowd writes a column for the New York Times.

subset: commoncrawl


text:
Edward Lee Thomas
Position: TE
Height: 6-3 Weight: 240 lbs.
Born: May 4, 1966 in New Orleans, LA
High School: Booker T. Washington
College: Houston (school history) (Thomas college stats)
Weighted Career AV (100-95-...): 0 (14739th overall since 1950)
Other SR Links: College Football at Sports-Reference.com
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text:
I am loving everything But I'm loving the weird feeling of freedom I'm getting with the serger, is this odd? Even (so far) threading is a doddle, done on a whim.
I've had a sewing machine a year now and love that too but it brings out a pickiness in me. Get the tension right, cut out with care, get the markings, exact seam measurements, straight lines, pointy corners, perfect pockets.... and much unpicking and resewing, but I do glow somewhat when I get it right :)
But with the serger it's a bit like hmmm, let's try it and see what happens... sides a bit uneven, so what! tension a bit wonky there? ... who cares! What else can I do??
I'm wondering if this is sortof normal or if I need to be locked in a room with my machines
I told you serging was addictive and that little Brother worth every penny. Get some simple patterns that have only a few seams. I like Kwik Sew and Jalie for tops; I found those patterns easy to fit and easy to sew. It gave me lots of practice and I got nice tops in the process. If tops are not your thing, then there are plenty of other options. Glad you are having fun! Yes you need to be locked in a room with only your machines for awhile...
How right you are Marie367! So very addictive.
I made a top this morning! Just using a top for a guide I cut out back, front and sleeves, and sort of winged it. It's great.... the differential feed for the sleeves is awesome!!
I haven't finished the neck yet, undecided, but the blind hem did a really nice hem for me.
I take it back about the locked room, I'll stay willingly... might have to be dragged from it actually.
Aprilla, I have had my 1134D (same as 1034D) for about a week as well and I am loving it too. Like you, I seem to have less rules/expectations about what I am doing than I have with my SM. I serged in sleeves in a slinky slippery knit in the first thing I made with it, didn't even think twice about whether I should attempt it or not. BTW, it turned out great. I find the threading very easy and quick to do.
If you think you should be locked up, I guess I should be there tooI lay awake at night thinking about all the wondrous things I could be making with my serger and stay up way too late playing with it.
It's not just me then and you say 'playing' too!
For one of my first garments I took the sleeves off a failed knitted top (but the sleeves were nice) and serged them into a newly traced out back/front... fast & fabI'd been twisting myself trying to figure a solution to use the sleeves before, probably overthinking it. No doubt the serger makes 'easy' easier for me. ps I liked it for putting in the sleeves.
I now look at things and think yes, serger could do that, I look into clothes to see what's sewed and what's serged... It's a whole new adventure. Up too late and up too early, yes! I hope that passes soon tho, my stash won't keep up but not the enthusiasm, I'll keep that as long as I can!
this question is aimed at tlc7 or anyone else. tlc7 said they had the Brother 1134. I am looking at that one online, is it really same as the 1034? are you still happy with it?
I think it's normal to feel that way about a serger. Just since there really is no way to be so picky, and as exacting quite the same, as when sewing on a sewing machine instead, just since you don't really have the same drop your needle down and minute pivot ability quite the same way ( as thread over the stitch pins too) and also, much longer presser feet, and a much bigger foot clamped down on there, plus just goes much faster too. So if you are a really exacting person, I think it does feel much more "freeing and free wheeling" kind of to sew on the overlock instead.
It's also the kind of thing, that might be kind of hard to get used to though sometimes to more "let go" and sew that way instead, just since you don't have the same kind of minute control, and everything you learned previous sewing machine wise sort of does not count a whole lot or the same way either. So in that way, it's sort of just a whole another "beast".
I love my 1134, it is exactly the same machine as the 1034. I got it online from Costco Canada (free shipping and quick delivery). This is my first serger and I am very happy with this machine - nice stitch, very easy to thread, can't say enough good things about it.
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Q: How Do I Make My Ex Want Me Back?
It seems that a lot of people out there are searching for an answer to the question 'How do I make my ex want me back?' Well, that's a really big question to answer, but here are some common versions of that question I get and my answers to them.
Q: How do I make my ex want me back? I've heard some stuff about reverse psychology and covert manipulation tactics. Does that stuff work?
A: Personally, I do believe that it is possible to persuade people with certain psychological principles. But lets have an honest discussion here for a second.
Do you really want to be in a relationship with someone you need to manipulate just to get them to stick around? How are you going to feel looking over at them, only knowing that they aren't really there because they love you, but only because you are manipulating them.
Probably not very rewarding, huh?
Q: How do I make my ex want me back by casting a magic spell on them?
A: Seriously? Magic spells? Come on! This is the real world and you can't 'Harry Potter' your way out of this break up.
You need to get with reality and and stop living in some kind of make believe world.
Click HERE for the Magic of Making Up
Q: Okay, well then what's left? How do I make my ex want me back when everyone else is telling me that 'break ups happen for a reason' and that I should just move on and forget about them?
A: Hey, I know where you're coming from. Trust me, I do. I've been there myself.
The real way to get your ex back is a little counter-intuitive, but you basically need to just disappear (as far as they are concerned) for about a month or so.
While you're 'off their radar,' work on becoming the best possible person you can be. Become a really classy and charming guy or girl. Work on your confidence (this is really critical). If you've been dumped, your confidence is probably in the toilet right now, and that is definitely a turn-off.
Do whatever you need to over the next few weeks to really get your confidence up.
You want to come across like the happy and fun person that your ex first fell in love with, so do what you can to pull yourself out of those feelings of depression.
Maybe you can start exercising, make some new friends, or take up a hobby or two that you really enjoy. These things will not only keep your mind off of your break up, but they will also help your confidence soar.
When your ex sees the change in you, they won't be able to help but feel attracted to you. The secret from here is to not just rush and try to get them back immediately. Have some fun and enjoy the back-and-forth dance of dating and let the two of you fall in love all over again.
Are you trying to get back together with your Ex?
If you answered YES to the above question, then I urge you to pick up The Magic of Making Up.
This incredibly useful guide comes with amazing strategies, helpful videos, and much more. It will have your ex back in your arms again within 30 days. Click Here to get it now!


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Since this is Father's Day, I thought it would be appropriate to devote today's column to the inestimably important role that fathers play in the lives of their children. Their performance as fathers has deep ramifications, not just for their children, but for all of society. Having never been a father and with slim to no chances of ever changing that, I called upon my good friend Mike Hattabaugh to share some thoughts with us today. I think you'll be glad I did. You'll also want to hear Mike's counsel tomorrow at 6 p.m. as he will be my guest on TWOgether as ONE on KLJH 107.1FM.
Fathers play a critical role
Way to go! If you are a dad and are reading this, you are already showing signs of a great father! For far too long we have not encouraged our good dads to be even better. This column is for you!
Do you know what a difference you are making in your child's life by just being there? According to many studies cited on fatherhood.org, an active father in a child's life means he/she is four times less likely to live in poverty. He or she will have a significantly less likelihood to do drugs, go to prison, become pregnant as a teenager or struggle with obesity. Your involvement in your child's life dad also means he or she is far more likely to go to college and get good grades. You really make a difference!
I want to dedicate this column to my friend, Tim, who is a single dad. Years ago, when he was granted custody of his two daughters, Tim called me and asked if I would hold him accountable to raise his girls well. He was determined to avoid the pitfalls of dating and possibly developing an unhealthy relationship that would hinder him from being the dad his daughters needed and deserved. I've had to help him a couple of times, but largely, he has done it on his own. He told me, "I know I'm not very good at picking mates, so help me get my daughters to adulthood before I choose a partner they might not like or need." Tim is getting married in three weeks, his daughters are grown and so has Tim. He has been the best dad I've known, and his girls, now beautiful young ladies, will tell you his sacrifice made them everything they are today. Tim is their hero, and mine, too.
Can you imagine what our nation would be like if we had more dads like Tim? What needs to change in our culture to make every dad their child's hero on Father's Day? First, we need to become a society that refuses to accept men who make babies but won't raise them. This simply is not acceptable. Regardless of the circumstances, there is no excuse for failing to support a child.
Visit any elementary school classroom and in a very short time you will identify the kids who are missing a dad. Fathers make a huge impact on the attitude and overall happiness of a child. The next time you dread facing the drama of a weekend custody exchange, or feel like your kid is not respecting you, remember that they need a dad, even, perhaps especially, when it gets hard.
Second, dads need to engage their kids at their level. As a college communication professor, I hear painful stories from students about fathers who only wanted to do things they were interested in, and if the kid didn't want to fish, boat or ride motorcycles, then he didn't have time for them. I'm not saying you have to let your girls put makeup on you and curl your hair, but it does make for funny family photo albums (like I know ...). Finding something you both like will improve your relationship in ways you may never fully grasp. Good dads sacrifice their time and energy to meet their kids where they are.
Third, show your humanity. When I was in junior high, I took a chainsaw and cut down a big tree in our back yard, just because my brain wasn't working well that day. If you have a 12-year-old boy, you get this. When my dad found out, he grounded me for life. LIFE. Really, those words came out of the smartest man I know — with a Ph.D. even. That's why I'm writing this in my 40s from my bedroom. Not really. He cooled off, came in and apologized, and gave me a more reasonable punishment.
We dads have all said "because I said so!" but have you ever said "I was wrong, would you please forgive me?" It isn't easy to backtrack, but trust me, you will be surprised how forgiving your kids can be when you are honest.
Last, have more fun! Don't let your fear or their words dictate how crazy you act. I recently saw my youngest daughter like a post on Facebook about dads who still kiss their wives, still give the kids hugs and sing Disney songs off key. Don't tell her I know, but take the tip and realize those kooky things you used to do will still be appreciated when they are older.
Last Christmas, my daughters told me how much they missed me coming into their bedrooms every night, putting my hand on their heads and praying for them. I stopped doing that when they got to high school because I thought they wanted me to. Don't miss the blessing of great memories for you and them because you're afraid to be a dork. If your kids don't think you are a dork, you aren't doing it right.
So, fathers, thanks for being a great dad. Now act happy when they give you that ugly tie. It's in the dad handbook.
Step into being a dad
I'm back and, oh, how I wish more dads would take Mike's words to heart and practice. And the good, make that great, news is that even if you have not yet stepped into your role as dad it is rarely, if ever, too late. Why not start today? Happy Father's Day, y'all.


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LIZ HURLEY has dismissed allegations that she had a year-long affair with Bill Clinton while he was in office as "ludicrously silly".
The model and actress said that claims she had sex with the former US president in the White House were "totally untrue".
The allegations were reported by US showbusiness website Radar Online, which said that Mr Clinton flew Miss Hurley over from Britain for a four-day visit and eventually fell in love with her.
The report is based on an interview with disgraced film star Tom Sizemore, who has served nine months in jail on drugs charges.
The actor has previously claimed that he and Miss Hurley, 48, had a fling that lasted a few years after meeting on the set of 1992 action movie Passenger 57.
Writing on Twitter, Miss Hurley said: "Ludicrously silly stories about me & Bill Clinton. Totally untrue. In the hands of my lawyers. Yawn."
The revelations are the first in what is expected to be a series of attacks on Mr Clinton"s past, in particular his infidelity, in the run-up to his wife Hillary"s expected run for the presidency in 2016.
In a rambling audio clip on Radar Online, Sizemore, 52, can be heard claiming that after his alleged relationship with Miss Hurley ended, he set her up with Mr Clinton. It is said to have happened in 1998, when Miss Hurley was Hugh Grant"s girlfriend.
It began, Sizemore alleges, when he went to a White House screening of the Steven Spielberg film Saving Private Ryan, in which he appears.
Sizemore claims Mr Clinton asked him for Miss Hurley's number, and when he resisted told him: "Give it to me. You dumb motherf****r. I"m the Commander-in-Chief of the United States of America. The buck stops here. Give me the damn number." Mr Clinton, 67, supposedly called Miss Hurley immediately and tried to persuade her it was really him by saying: "Elizabeth, this is your Commander-in-Chief."
He is said to have added: "Listen Elizabeth, this is the president! Don't have any time for this s***. I'm keeping the world from nuclear war all the time. I"m sending a plane to pick you up."
Later that day Miss Hurley is said to have arrived at the White House and disappeared into a room with Mr Clinton. Sizemore says on the audio recording: "Bill turns to me and he goes, "I owe you one"." Miss Hurley supposedly stayed at the White House for the next four days.
Sizemore claims he later asked her if Mrs Clinton was an issue and she told him: "No, they sleep in different bedrooms."
He claims that Miss Hurley was told by Mr Clinton in 1998 that he and Mrs Clinton loved each other but had been having separate romantic lives for years.
The relationship supposedly continued for a year until Mr Clinton told Miss Hurley: "I don't do love and I'm beginning to think I might love you", but nothing came of it.
The veracity of Sizemore's claim is almost impossible to verify, though even in the US the story was met with scepticism.
Similar attacks on the Clintons appear inevitable, however, and the US media has asked if Mr Clinton"s past will dog his wife.
He admitted to cheating on Mrs Clinton with former White House intern Monica Lewinsky but there are rumours that there were more women in his life.
Miss Hurley dated Hugh Grant from 1987 to 2000, sticking by him even when he was caught with prostitute Divine Brown in 1995.
She has an 11-year-old son with US businessman Steve Bing and was married to textile heir Arun Nayar for four years until 2011. She was engaged to cricketer Shane Warne but they split last year. - Daily Mail
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OK here it is the moment we have all been waiting for.
It works with command line input
There are TWO versions,
FULL FEATURED AND SLOW or SIMPLE SENDKEY AND FAST AS LIGHTNING.
To send the character "K" to Garmin the command line would be
GarminSendKey.exe K
It will send any "autoit compatible" send key command to garmin.
Download both and compare they pretty much operate the same just the fast one is simple and to the point but fast as can be. The featured version is slower but has a few extra bells and whistles.
Both are pretty solid and work well.


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Version 3.1.2c, 02-Dec-2011
Download Free-version of IPI2win (with IP support) (1600K) [maximal profile length is 10]
Spanish version
Download Free-version of IPI2win (1900K) [in Spanish]
Downlod manual for IPI2win in Spanish
IPI2win is a program for 1D automatic and manual interpretation of VES curves.
Interpretation mode
VES curves could be received with different arrays: Schlumberger, Wenner, dipole-dipole, pole - pole.
The main advantage of this program is confortable manual interpretation. You could change parameters of model in different ways:
Worksheet for simple data input.
Print croos-section in selected scale
Work with segmented curve
VES-IP curve inversion
Please feel free to send us your comments.
[ Links to DC resistivity and IP software in WWW]