EX-13 5 dex13.htm SELECTED PAGES OF THE COMPANY'S ANNUAL REPORT Selected pages of the Company's Annual Report

Exhibit 13

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

C.H. Robinson Worldwide, Inc. and Subsidiaries

(Dollars in thousands, except per share data)

STATEMENT OF OPERATIONS DATA(1)

 

For the years ended December 31

   2007    2006    2005    2004    2003

Gross revenues

   $ 7,316,223    $ 6,556,194    $ 5,688,948    $ 4,341,538    $ 3,613,645

Gross profits

     1,243,778      1,082,544      879,750      660,991      544,848

Income from operations

     509,684      417,845      326,361      222,768      176,046

Net income

     324,261      266,925      203,358      137,254      107,369

Net income per share

              

Basic

   $ 1.90    $ 1.56    $ 1.20    $ .81    $ .64

Diluted

   $ 1.86    $ 1.53    $ 1.16    $ .79    $ .62

Weighted average number of shares outstanding (in thousands)

              

Basic

     170,493      170,888      170,052      169,228      168,774

Diluted

     174,040      174,787      174,698      173,144      172,138

Dividends per share

   $ .760    $ .570    $ .355    $ .255    $ .180

BALANCE SHEET DATA

              

As of December 31

                        

Working capital

   $ 631,537    $ 569,199    $ 472,298    $ 393,168    $ 336,128

Total assets

     1,811,307      1,631,693      1,395,068      1,080,696      908,149

Total long-term debt

     —        —        —        —        —  

Stockholders’ investment

     1,042,249      943,722      780,037      620,856      518,747

OPERATING DATA

              

As of December 31

                        

Branches

     218      214      196      176      158

Employees

     7,332      6,768      5,776      4,806      4,112

Average gross profits per employee(2)

   $ 177    $ 172    $ 166    $ 149    $ 137

 

(1) On October 14, 2005, the company’s shareholders approved a 2-for-1 stock split. All share and per share amounts have been restated to reflect the retroactive effect of the stock split.
(2) Gross profits per employee is a key performance indicator used by management to analyze our productivity, to benchmark the financial performance of our branches, and to analyze impacts of technology and other investments in our business.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

C.H. Robinson Worldwide, Inc. and Subsidiaries

RESULTS OF OPERATIONS

The following table illustrates our gross profit margins by services and products:

For the years ended December 31,

 

     2007     2006     2005  

Transportation

   18.4 %   17.8 %   16.3 %

Sourcing

   7.7     7.9     8.2  

Information Services

   100.0     100.0     100.0  
                  

Total

   17.0 %   16.5 %   15.5 %
                  

The following table summarizes our gross profits by service line:

For the years ended December 31,

(Dollars in thousands)

 

     2007    2006    Change     2005    Change  

Gross profits:

             

Transportation

             

Truck

   $ 949,277    $ 822,954    15.3 %   $ 666,605    23.5 %

Intermodal

     38,670      36,176    6.9       31,392    15.2  

Ocean

     43,530      37,150    17.2       29,182    27.3  

Air

     31,315      21,533    45.4       13,321    61.6  

Miscellaneous

     35,240      28,152    25.2       19,824    42.0  
                                 

Total Transportation

     1,098,032      945,965    16.1       760,324    24.4  

Sourcing

     100,220      94,229    6.4       81,459    15.7  

Information Services

     45,526      42,350    7.5       37,967    11.5  
                                 

Total

   $ 1,243,778    $ 1,082,544    14.9 %   $ 879,750    23.1 %
                                 

The following table represents certain statements of operations data, shown as percentages of our gross profits:

For the years ended December 31,

 

      2007     2006     2005  

Gross profits

   100.0 %   100.0 %   100.0 %

Selling, general, and administrative expenses:

      

Personnel expenses

   45.7     47.7     48.6  

Other selling, general, and administrative expenses

   13.4     13.7     14.3  
                  

Total selling, general, and administrative expenses

   59.1     61.4     62.9  

Income from operations

   40.9     38.6     37.1  

Investment and other income

   1.2     1.1     0.7  
                  

Income before provision for income taxes

   42.1     39.7     37.8  

Provision for income taxes

   16.0     15.0     14.7  
                  

Net income

   26.1 %   24.7 %   23.1 %
                  

 

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FORWARD-LOOKING INFORMATION

Our annual report, including the letter to our shareholders and this discussion and analysis of our financial condition and results of operations, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events and by their nature involve risks and uncertainties. Forward-looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include changes in market demand and pricing for our services, the impact of competition, changes in relationships with our customers, freight levels and our ability to source capacity to transport freight, our ability to source produce, the risks associated with litigation and insurance coverage, our ability to integrate acquisitions, the impacts of war, the risks associated with operations outside the United States, risks associated with the produce industry, including food safety and contamination issues, and changing economic conditions. Therefore, actual results may differ materially from our expectations based on these risks and uncertainties, including those described in the Business Description of our Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2007.

OVERVIEW

OUR COMPANY. We are a global provider of multimodal transportation services and logistics solutions, operating through a network of branch offices in North America, Europe, Asia, and South America. We are a non-asset based transportation provider, meaning we do not own the transportation equipment that is used to transport our customers’ freight. We work with approximately 48,000 transportation companies worldwide, and through those relationships we select and hire the appropriate transportation providers to meet our customers’ needs. As an integral part of our transportation services, we provide a wide range of value added logistics services, such as supply chain analysis, freight consolidation, core carrier program management, and information reporting.

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

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

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

 

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

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

Our branches work together to complete transactions and collectively meet the needs of our customers. Approximately 30 percent of our truckload shipments are shared transactions between branches. For many of our significant customer relationships, we coordinate our efforts in one branch and rely on multiple branch locations to deliver specific geographic or modal needs. In addition, our methodology of providing services is very similar across all branches. Our North American branches have a common technology platform that they use to match customer needs with supplier capabilities, to collaborate with other branch locations, and to utilize centralized support resources to complete all facets of the transaction.

During 2007, we increased the size of our branch network by 4 branches, to 218. We opened three new branches and added one branch through acquisition. We are planning to open five to ten branches during 2008. Because we usually open new offices with only two or three employees, we do not expect them to make a material contribution to our financial results in the first few years of their operation.

OUR PEOPLE. Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people. Our headcount grew by 564 employees during 2007, including 40 employees added by acquisition. Branch employees act as a team in their sales efforts, customer service, and operations. A significant portion of our branch employees’ compensation is performance-oriented, based on individual performance and the profitability of their branch. We believe this makes our sales employees more service-oriented, focused, and creative. In 2003, we implemented a new restricted stock program to better align our key employees with the interests of our shareholders, and to motivate and retain them for the long term. These restricted stock awards vest over a five year period based on the performance of the company, and have been awarded annually since 2003.

OUR CUSTOMERS. In 2007, we worked with approximately 29,000 customers, up from approximately 25,000 in 2006. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse. Our top 100 customers represented approximately 31 percent of our total gross profits, and our largest customer was approximately 3 percent of our total gross profits.

OUR CARRIERS. Our carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2007, we increased our carrier base to approximately 48,000, up from approximately 45,000 in 2006. While our volume with many of these new providers may still be small, we believe the growth in our contract carrier network shows that new transportation providers continue to enter the industry, and that we are well positioned to continue to meet our customers’ needs. Approximately 75 percent of our truckload shipments in 2007 were transported by motor carriers that had fewer than 100 tractors. In our truckload business, no single carrier represents more than one percent of our carrier capacity.

 

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

Our expectation is that over time, we will continue to achieve our long-term target of 15 percent growth, but that we will have periods in which we exceed that goal and periods in which we fall short. We expect to reach our long-term growth primarily through internal growth but acquisitions that fit our growth criteria and culture may also augment our growth. In 2007, we nearly met or exceeded our long-term growth goal in gross profits, income from operations, and earnings per share. Our gross profits grew 14.9 percent to $1.2 billion. Our income from operations increased 22.0 percent to $509.7 million and our diluted earnings per share increased 21.6 percent to $1.86.

2007 COMPARED TO 2006

REVENUES. Gross revenues for 2007 were $7.32 billion, an increase of 11.6% over $6.56 billion in 2006. Gross profits in 2007 were $1.24 billion, an increase of 14.9% over $1.08 billion in 2006. This was the result of an increase in our Transportation gross profits of 16.1% to $1.10 billion, an increase in our Sourcing gross profits of 6.4% to $100.2 million, and an increase in our Information Services gross profits of 7.5% to $45.5 million.

During 2007, our gross profit margin, or gross profits as a percentage of gross revenues, increased to 17.0% from 16.5% in 2006. Transportation gross profit margin increased to 18.4% in 2007 from 17.8% in 2006. Sourcing gross profit margin decreased to 7.7% in 2007 from 7.9% in 2006. Information Services is a fee-based business which generates 100% gross profit margin.

Transportation gross profits increased 16.1% to $1.10 billion in 2007 from $946.0 million in 2006. Transportation revenues are generated through several transportation services, including truck, intermodal, ocean, air, and miscellaneous services.

Truck gross profits, including less-than-truckload (LTL), increased 15.3% to $949.3 million in 2007. This increase was generated by volume growth of over 10% and increased gross profit margins, partially offset by a rate decline of approximately 2%. This rate decline excludes the impact of higher fuel prices. Despite weakening demand for trucking services in the marketplace, we were able to capture additional market share and grow our volumes with existing customers and gain new customers. Our margins expanded due to more widely available capacity in the marketplace compared to 2006.

Intermodal gross profits increased 6.9% to $38.7 million from $36.2 million in 2006, due to an increase in volumes. Our volume growth was driven by cross-selling with existing C.H. Robinson customers and new customer growth.

Our ocean transportation gross profits increased 17.2% to $43.5 million in 2007. Our growth was driven by an increase in volumes and an increase in our gross profit margins. Our volumes grew due to adding new customers and growth with existing customers. Gross profit margins expanded due to more widely available capacity in the marketplace.

Our air transportation gross profits increased 45.4% to $31.3 million in 2007. The increase was driven by significant volume increases partially offset by a decline in our gross profit margins, due to changes in our geographic and cargo consolidation mix. Our air gross profits also included approximately $2.1 million of domestic air gross profits from our previously-disclosed acquisition of LXSI Services, Inc. on July 13, 2007.

 

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Miscellaneous transportation gross profits consist primarily of customs brokerage fees and transportation management fees. The increase of 25.2% to $35.2 million in 2007 was driven by increases in transportation management business.

Sourcing gross profits increased 6.4% to $100.2 million in 2007, driven by growth in our volumes, partially offset by a decrease in our Sourcing gross profit margins. Our Sourcing business is the buying and selling of fresh fruits and vegetables. For several years, we have actively sought to expand our Sourcing customer base, focusing on large retailers, restaurant chains, and foodservice providers. As a result, we continue to see the long-term trend of increases in volume and gross profits in our integrated relationships with these customers, offset by a decline in our business with produce wholesale customers. Our gross profit margin declined in 2007 primarily because of higher prices for certain commodities, related to weather and higher labor and fuel costs.

Information Services is comprised entirely of revenue generated by our subsidiary, T-Chek Systems. For 2007, Information Systems gross profits growth of 7.5% to $45.5 million was driven primarily by volume growth in our core fuel card and cash advance services. In addition, our gross profit per transaction was up slightly due to the price of fuel. With certain merchants our fee is based on a percentage of the sale amount. Approximately 30 percent of the growth was related to other services, such as fleet card and carrier compliance services.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Many of our selling, general, and administrative expenses are variable in relation to gross profits. However, we do gain leverage in certain expenses.

Personnel expenses increased by 10.1% to $568.0 million in 2007, and decreased as a percentage of gross profits to 45.7% in 2007 from 47.7% in 2006. Personnel expenses account for nearly 80% of our total selling, general, and administrative expenses. Expenses related to our restricted stock program and various other incentive plans are variable, based on growth in our earnings. Our slower earnings growth in 2007 compared to 2006 resulted in a decrease in expense related to some of these incentive plans. This contributed to our personnel expenses growing slower than our gross profits.

We focus on keeping personnel expenses as variable as possible while looking for opportunities to be more efficient. Gross profits per employee increased 3.1% in 2007 over 2006. This increase was driven primarily by increased productivity and our slower headcount growth, relative to our gross profit growth.

Other selling, general, and administrative expenses for 2007 were $166.1 million, an increase of 11.7% from $148.8 million in 2006. As a percentage of gross profits, other selling, general, and administrative expenses decreased to 13.4% in 2007 compared to 13.7% in 2006. We strive to keep our expenses as variable as possible. With our revenue growth in 2007, we did gain leverage in our other selling, general, and administrative expenses.

INCOME FROM OPERATIONS. Income from operations increased 22.0% to $509.7 million for 2007. This increase was primarily driven by the growth in our gross profits. Income from operations as a percentage of gross profits was 40.9% and 38.6% for 2007 and 2006.

INVESTMENT AND OTHER INCOME. Investment and other income increased 16.8% to $13.8 million in 2007. Our portfolio yield increased slightly in 2007 from 2006.

PROVISION FOR INCOME TAXES. Our effective income tax rate was 38.1% for 2007 and 37.9% for 2006. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit.

 

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NET INCOME. Net income increased 21.5% to $324.3 million for 2007. Basic net income per share increased 21.8% to $1.90. Diluted income per share increased 21.6% to $1.86 for 2007.

2006 COMPARED TO 2005

REVENUES. Gross revenues for 2006 were $6.56 billion, an increase of 15.2% over $5.69 billion in 2005. Gross profits in 2006 were $1.08 billion, an increase of 23.1% over $879.8 million in 2005. This was the result of an increase in Transportation gross profits of 24.4% to $946.0 million, an increase in Sourcing gross profits of 15.7% to $94.2 million, and an increase in Information Services gross profits of 11.5% to $42.4 million.

During 2006, our gross profit margin, or gross profits as a percentage of gross revenues, increased to 16.5% from 15.5% in 2005. Transportation gross profit margin increased to 17.8% in 2006 from 16.3% in 2005. Sourcing gross profit margin decreased to 7.9% in 2006 from 8.2% in 2005. Information Services is a fee-based business which generates 100% gross profit margin.

Transportation gross profits increased 24.4% to $946.0 million in 2006 from $760.3 million in 2005. Transportation revenues are generated through several transportation services, including truck, intermodal, ocean, air, and miscellaneous services.

Truck gross profits, including less-than-truckload (LTL), increased 23.5% to $823.0 million in 2006. This increase was generated by transaction volume growth, increased profit margin, and pricing increases. While demand for truck services increased in 2006 and we experienced volume growth of over 10% for the year in our truck business year-over-year, volume growth slowed as the year progressed. Our margins expanded as slowing demand in the overall truckload market created a looser truck market.

Intermodal gross profits increased 15.2% to $36.2 million from $31.4 million in 2005. This increase was driven by an increase in gross profit margins, offset by a decrease in volume. Our gross profit margin expanded due to rate increases and the elimination of some lower margin business.

In our international forwarding business, ocean gross profits increased 27.3% to $37.2 million in 2006. Air gross profits increased 61.6% to $21.5 million in 2006. During the third quarter of 2005, we acquired two freight forwarding companies based in Europe. In 2006, these acquisitions contributed approximately 45% of our growth in air and 10% of our growth in ocean.

Miscellaneous transportation gross profits consist of customs brokerage fees, transportation management fees, and other miscellaneous transportation related services. The increase of 42.0% to $28.2 million in 2006 was driven by increases in transportation management fees and customs brokerage business.

Sourcing gross profits increased 15.7% to $94.2 million in 2006. In mid-February 2005, we acquired three produce sourcing and distribution companies, collectively named “FoodSource.” Excluding the impacts of this acquisition, our Sourcing gross profits would have increased approximately 9% in 2006. Our Sourcing business is the buying and selling of fresh fruits and vegetables. For several years, we have actively sought to expand our Sourcing customer base, focusing on large retailers, restaurant chains, and foodservice providers. As a result, we continue to see the long-term trend of increases in volume and gross profits in our integrated relationships with these customers, offset by a decline in our business with produce wholesale customers.

Information Services is comprised entirely of revenue generated by our subsidiary, T-Chek Systems. For 2006, Information Services gross profits increased by 11.5% to $42.4 million due to transaction volume growth and an increase in pricing related to certain truck stop services.

 

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SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Many of our selling, general, and administrative expenses are variable in relation to gross profits. However, we do gain leverage in certain expenses especially when our gross profits grow faster than our long-term growth target of 15%.

Personnel expenses increased by 20.7% to $515.9 million in 2006, and decreased as a percentage of gross profits to 47.7% in 2006 from 48.8% in 2005. Personnel expenses account for nearly 80% of our total selling, general, and administrative expenses. Expenses related to our restricted stock program and various other incentive plans are based on growth in our earnings. Our strong earnings growth during 2006 compared to 2005 resulted in an increase in expense related to some of these plans.

We focus on keeping personnel expenses as variable as possible while looking for opportunities to be more efficient. Gross profits per employee increased 3.6% in 2006 over 2005. This increase was driven primarily by transaction pricing increases.

Other selling, general, and administrative expenses for 2006 were $148.8 million, an increase of 18.0% from $126.1 million in 2005. As a percentage of gross profits, other selling, general, and administrative expenses decreased to 13.7% compared to 14.3% in 2005. We strive to keep our expenses as variable as possible. With our revenue growth in 2006, we did gain leverage in our other selling, general, and administrative expenses.

INCOME FROM OPERATIONS. Income from operations increased 28.0% to $417.8 million for 2006. This increase was primarily driven by the growth in our gross profits. Income from operations as a percentage of gross profits was 38.6% and 37.1% for 2006 and 2005.

INVESTMENT AND OTHER INCOME. Investment and other income increased 85.3% to $11.8 million in 2006. Our cash and cash equivalents as of December 31, 2006, increased $118.0 million over the balance as of December 31, 2005, which contributed to our increased investment income. In addition, our portfolio yield also increased due to increases in short-term interest rates.

PROVISION FOR INCOME TAXES. Our effective income tax rate was 37.9% for 2006 and 38.9% for 2005. The decrease in the effective income tax rate is primarily due to the decline in our effective foreign tax rate and an increase in our tax-exempt municipal interest income. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit.

NET INCOME. Net income increased 31.3% to $266.9 million for 2006. Basic net income per share increased 30.0% to $1.56 for 2006. Diluted net income per share increased 31.9% to $1.53 for 2006.

LIQUIDITY AND CAPITAL RESOURCES

We have historically generated substantial cash from operations, which has enabled us to fund our growth while paying cash dividends and repurchasing stock. Cash and cash equivalents totaled $338.9 million and $348.6 million as of December 31, 2007 and 2006. Available-for-sale securities, consisting primarily of highly liquid investments, totaled $115.8 million and $124.8 million as of December 31, 2007 and 2006. Working capital at December 31, 2007 and 2006 was $631.5 million and $569.2 million.

Our first priority for our cash is growing the business, as we do require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions to redeploy our cash, but those acquisitions must fit our culture and enhance our growth opportunities.

 

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If our cash balance continues to increase and there are no significant attractive acquisition opportunities, we expect to return more of the cash to our shareholders through future dividends and share repurchases.

CASH FLOW FROM OPERATING ACTIVITIES. We generated $308.4 million, $343.4 million, and $224.1 million of cash flow from operations in 2007, 2006, and 2005. During 2007, our cash flow from operations decreased 10.2% compared to a 21.5% increase in net income. The primary factor that caused this decrease in 2007 was the growth in our accounts receivables balance of 19.2% to $911.8 million in 2007 from $765.0 million in 2006, due to a slightly slower collection cycle from our customers.

CASH FLOW FROM INVESTING ACTIVITIES. We used $55.7 million, $81.2 million, and $86.7 million of cash flow for investing activities in 2007, 2006, and 2005. Our investing activities consist primarily of cash paid for acquisitions and our capital expenditures.

We used cash of $22.2 million, $39.7 million, and $60.2 million for acquisitions in 2007, 2006, and 2005. The amount paid in 2007 included $9.8 million related to the closing of one acquisition and $12.4 million related to earn-out payments and holdbacks from prior year acquisitions. As of December 31, 2007, we have approximately $10.0 million of potential remaining earn-out payments and $1.1 million of potential remaining purchase price holdbacks expected to be paid in 2008.

We also used $43.7 million, $43.3 million, and $21.8 million of net capital expenditures in 2007, 2006, and 2005. We have invested in real estate in Chicago, Illinois, and Eden Prairie, Minnesota, related to office space in these cities, in which we have a high concentration of employees. We have spent $21.1 million, $22.5 million, and $5.7 million in 2007, 2006, and 2005 on these facilities. The remaining capital expenditures of $22.6 million, $20.8 million, and $16.1 million in 2007, 2006, and 2005 relate primarily to annual investments in information technology equipment to support our operating systems.

CASH FLOW FROM FINANCING ACTIVITIES. We used $262.1 million, $145.8 million, and $69.8 million of cash flow for financing activities in 2007, 2006, and 2005. This was primarily quarterly dividends and share repurchases.

We used $125.2 million, $90.8 million, and $51.5 million to pay cash dividends in 2007, 2006, and 2005, with the increase in 2007 due to a 38% increase in our quarterly dividend rate from $0.13 per share in 2006 to $0.18 per share in 2007.

We also used $167.3 million, $85.3 million, and $38.8 million of cash flow on share repurchases in 2007, 2006, and 2005, with the increase in 2007 due to a 70% increase in the number of shares repurchased and an increase in the stock price related to those purchases. We will continue to use share repurchases as a variable way to return excess capital to shareholders. Our Board of Directors has currently authorized a stock repurchase plan that has approximately 9,937,000 shares remaining for purchase.

We have 3.5 million euros available under a line of credit at an interest rate of Euribor plus 45 basis points (5.21% at December 31, 2007). This discretionary line of credit has no expiration date. Our credit agreement contains certain financial covenants, but does not restrict the payment of dividends. We were in compliance with all covenants of this agreement as of December 31, 2007.

Assuming no change in our current business plan, management believes that our available cash, together with expected future cash generated from operations and the amount available under our line of credit, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for all future periods. We also believe we could obtain funds under additional lines of credit on short notice, if needed.

 

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the “Notes to Consolidated Financial Statements” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following is a brief discussion of our critical accounting policies and estimates.

REVENUE RECOGNITION. Gross revenues consist of the total dollar value of goods and services purchased from us by customers. Gross profits are gross revenues less the direct costs of transportation, products, and handling. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Emerging Issues Task Force (EITF) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, establishes the criteria for recognizing revenues on a gross or net basis. Most transactions in our Transportation and Sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are the primary obligor, we are a principal to the transaction, we have all credit risk, we maintain substantially all risks and rewards, we have discretion to select the supplier, and we have latitude in pricing decisions.

Additionally, in our Sourcing business, we take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customs brokerage, transportation management, and all transactions in Information Services are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.

VALUATIONS FOR ACCOUNTS RECEIVABLE. Our allowance for doubtful accounts is calculated based upon the aging of our receivables, our historical experience of uncollectible accounts, and any specific customer collection issues that we have identified. The allowance of $28.0 million as of December 31, 2007, decreased compared to the allowance of $29.0 million as of December 31, 2006. We believe that the recorded allowance is sufficient and appropriate based on our customer aging trends, the exposures we have identified, and our historical loss experience.

GOODWILL. We manage and report our operations as one operating segment. Our branches represent a series of components that are aggregated for the purpose of evaluating goodwill for impairment on an enterprise-wide basis. In the case where we have an acquisition that we feel has not yet become integrated into our branch network component, we will evaluate the impairment of any goodwill related to that specific acquisition and its results. Based on our annual analysis in accordance with SFAS No. 142, we have determined that there is no indication of goodwill impairment as of December 31, 2007.

STOCK-BASED COMPENSATION. We account for share-based compensation in accordance with SFAS No. 123R, Share Based Payment. Under this standard, the fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts have varied from 12% to 16% and are calculated

 

32 + C.H. Robinson Worldwide, Inc.


using the Black-Scholes option pricing model. For grants of options, we use the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 2 in the “Notes to Consolidated Financial Statements” for a discussion of the impact of recently issued accounting pronouncements on our financial condition and results of operations.

MARKET RISK

We had $454.7 million of cash and investments on December 31, 2007, consisting of $338.9 million of cash and cash equivalents and $115.8 million of available-for-sale securities. Although these investments are subject to the credit risk of the issuer, we manage our investment portfolio to limit our exposure to any one issuer or industry. Substantially all of the cash equivalents are money market securities from domestic issuers. All of our available-for-sale securities are high-quality bonds that are exempt from U.S. federal income taxes. Because of the credit risk criteria of our investment policies and practices, the primary market risks associated with these investments are interest rate and liquidity risks. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our investments. We believe a reasonable near-term change in interest rates would not have a material impact on our future investment earnings due to the short-term nature of our investments. As of December 31, 2007 we had approximately $50.5 million of auction rate securities classified as available-for-sale securities on our balance sheet. We made the decision during the fourth quarter of 2007 to sell or exit these at the next auction date. As of January 31, 2008, we had no investments in auction rate securities.

DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES

The following table aggregates all contractual commitments and commercial obligations that affect our financial condition and liquidity position as of December 31, 2007:

Payments Due by Period (dollars in thousands)

 

     Total    2008    2009    2010    2011    2012    Thereafter

Contractual Obligations

                    

Operating Leases(a)

   $ 105,628    $ 22,216    $ 20,773    $ 17,533    $ 13,500    $ 9,033    $ 22,573

Purchase Obligations(b)

     10,878      4,564      3,937      2,264      113      —        —  
                                                

Total

   $ 116,506    $ 26,780    $ 24,710    $ 19,797    $ 13,613    $ 9,033    $ 22,573
                                                

 

(a) We have certain facilities and equipment under operating leases.
(b) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of December 31, 2007, such obligations include telecommunications services and maintenance contracts.

 

2007 Annual Report + 33


We have no long-term debt or capital lease obligations. Long-term liabilities consist of noncurrent income taxes payable and the obligation under our non-qualified deferred compensation plan. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2007, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $10.2 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 6 to the Consolidated Financial Statements for a discussion on income taxes. The obligation under our non-qualified deferred compensation plan has also been excluded from the above table as the timing of cash payment is uncertain. We also enter into air and ocean freight and produce purchase contracts which are all short-term in nature. These liabilities have been excluded from the table as the amount of any cash payment is uncertain.

 

34 + C.H. Robinson Worldwide, Inc.


CONSOLIDATED BALANCE SHEETS

C.H. Robinson Worldwide, Inc. and Subsidiaries

(In thousands, except per share data)

As of December 31,

 

     2007     2006  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 338,885     $ 348,592  

Available-for-sale securities

     115,842       124,767  

Receivables, net of allowance for doubtful accounts of $28,023 and $ 29,033

     911,780       764,995  

Deferred tax asset

     7,184       7,614  

Prepaid expenses and other

     15,465       10,180  
                

Total current assets

     1,389,156       1,256,148  

Property and equipment

     179,688       145,262  

Accumulated depreciation and amortization

     (78,023 )     (63,191 )
                

Net property and equipment

     101,665       82,071  

Goodwill

     278,739       261,766  

Other intangible assets, net of accumulated amortization of $14,741 and $ 9,086

     14,470       15,957  

Deferred tax asset

     16,013       6,668  

Other assets

     11,264       9,083  
                

Total assets

   $ 1,811,307     $ 1,631,693  
                

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

    

Current liabilities:

    

Accounts payable

   $ 530,752     $ 468,499  

Outstanding checks

     87,443       71,630  

Accrued expenses –

    

Compensation and profit-sharing contribution

     101,926       98,408  

Income taxes and other

     37,498       48,412  
                

Total current liabilities

     757,619       686,949  

Noncurrent income taxes payable

     10,223       —    

Nonqualified deferred compensation obligation

     1,216       1,022  
                

Total liabilities

     769,058       687,971  
                

Commitments and contingencies

    

Stockholders’ investment:

    

Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding

     —         —    

Common stock, $ .10 par value, 480,000 shares authorized; 174,221 and 174,161 shares issued, 170,822 and 172,656 outstanding

     17,082       17,266  

Additional paid-in capital

     190,320       184,462  

Retained earnings

     1,002,964       807,983  

Accumulated other comprehensive income (loss)

     263       (202 )

Treasury stock at cost (3,384 and 1,504 shares)

     (168,380 )     (65,787 )
                

Total stockholders’ investment

     1,042,249       943,722  
                

Total liabilities and stockholders’ investment

   $ 1,811,307     $ 1,631,693  
                

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

 

2007 Annual Report + 35


CONSOLIDATED STATEMENTS OF OPERATIONS

C.H. Robinson Worldwide, Inc. and Subsidiaries

(In thousands, except per share data)

For the years ended December 31,

 

     2007    2006    2005

Gross revenues:

        

Transportation

   $ 5,971,784    $ 5,321,547    $ 4,655,746

Sourcing

     1,298,913      1,192,297      995,235

Information Services

     45,526      42,350      37,967
                    

Total gross revenues

     7,316,223      6,556,194      5,688,948
                    

Cost of transportation, products, and handling:

        

Transportation

     4,873,752      4,375,582      3,895,422

Sourcing

     1,198,693      1,098,068      913,776
                    

Total cost of transportation, products, and handling

     6,072,445      5,473,650      4,809,198
                    

Gross profits

     1,243,778      1,082,544      879,750

Selling, general, and administrative expenses:

        

Personnel

     567,986      515,947      427,311

Other selling, general, and administrative expenses

     166,108      148,752      126,078
                    

Total selling, general, and administrative expenses

     734,094      664,699      553,389
                    

Income from operations

     509,684      417,845      326,361

Investment and other income

     13,830      11,843      6,392
                    

Income before provision for income taxes

     523,514      429,688      332,753

Provision for income taxes

     199,253      162,763      129,395
                    

Net income

   $ 324,261    $ 266,925    $ 203,358
                    

Basic net income per share

   $ 1.90    $ 1.56    $ 1.20
                    

Diluted net income per share

   $ 1.86    $ 1.53    $ 1.16
                    

Basic weighted average shares outstanding

     170,493      170,888      170,052

Dilutive effect of outstanding stock awards

     3,547      3,899      4,646
                    

Diluted weighted average shares outstanding

     174,040      174,787      174,698
                    

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

 

36 + C.H. Robinson Worldwide, Inc.


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

C.H. Robinson Worldwide, Inc. and Subsidiaries

(In thousands, except per share data)

For the years ended December 31, 2007, 2006, and 2005

 

     Common
Shares
Outstanding(1)
    Amount     Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Treasury
Stock
    Total
Stockholders’
Investment
 

Balance, December 31, 2004

   170,480     $ 8,524     $ 137,770     $ 498,406     $ 1,608     $ (25,452 )   $ 620,856  

Net income

   —         —         —         203,358       —         —         203,358  

Other comprehensive income -

              

Unrealized gain on available-for-sale securities

   —         —         —         —         3       —         3  

Foreign currency translation adjustment

   —         —         —         —         (3,512 )     —         (3,512 )

Comprehensive income

   —         —         —         —         —         —         199,849  

Two-for-one stock split (1)

   —         8,524       (8,524 )     —         —         —         —    

Dividends declared, $.355 per share

   —         —         —         (61,213 )     —         —         (61,213 )

Stock issued for employee benefit plans

   1,217       122       (14,743 )     —         —         30,170       15,549  

Stock issued for acquisitions

   380       38       10,381       —         —         —         10,419  

Issuance of restricted stock

   2,178       218       (218 )     —         —         —         —    

Stock-based compensation expense

   14       1       27,425       —         —         1,010       28,436  

Excess tax benefit on deferred compensation and employee stock plans

   —         —         4,983       —         —         —         4,983  

Repurchase of common stock

   (1,240 )     (124 )     —         —         —         (38,718 )     (38,842 )
                                                      

Balance, December 31, 2005

   173,029       17,303       157,074       640,551       (1,901 )     (32,990 )     780,037  

Net income

   —         —         —         266,925       —         —         266,925  

Other comprehensive income -

              

Foreign currency translation adjustment

   —         —         —         —         1,699       —         1,699  

Comprehensive income

   —         —         —         —         —         —         268,624  

Dividends declared, $.57 per share

   —         —         —         (99,493 )     —         —         (99,493 )

Stock issued for employee benefit plans

   1,503       150       (34,195 )     —         —         52,229       18,184  

Issuance of restricted stock

   48       5       6,858       —         —         —         6,863  

Stock-based compensation expense

   3       1       41,613       —         —         51       41,665  

Excess tax benefit on deferred compensation and employee stock plans

   —         —         13,112       —         —         —         13,112  

Repurchase of common stock

   (1,927 )     (193 )     —         —         —         (85,077 )     (85,270 )
                                                      

Balance, December 31, 2006

   172,656       17,266       184,462       807,983       (202 )     (65,787 )     943,722  

Net income

   —         —         —         324,261       —         —         324,261  

Other comprehensive income -

              

Unrealized gain on available-for-sale securities

   —         —         —         —         8       —         8  

Foreign currency translation adjustment

   —         —         —         —         457       —         457  
                    

Comprehensive income

   —         —         —         —         —         —         324,726  
                    

Cumulative adjustment for FIN48

   —         —         —         2,553       —         —         2,553  

Dividends declared, $.76 per share

   —         —         —         (131,833 )     —         —         (131,833 )

Stock issued for employee benefit plans

   1,402       140       (50,674 )     —         —         64,274       13,740  

Issuance of restricted stock

   33       3       5,892       —         —         —         5,895  

Stock-based compensation expense

   15       1       33,972       —         —         128       34,101  

Excess tax benefit on deferred compensation and employee stock plans

   —         —         16,668       —         —         —         16,668  

Repurchase of common stock

   (3,284 )     (328 )     —         —         —         (166,995 )     (167,323 )
                                                      

Balance, December 31, 2007

   170,822     $ 17,082     $ 190,320     $ 1,002,964     $ 263     $ (168,380 )   $ 1,042,249  
                                                      

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

 

(1) On October 14, 2005, the company’s shareholders approved a 2-for-1 stock split. All share and per share amounts have been restated to reflect the retroactive effect of the stock split.

 

2007 Annual Report + 37


CONSOLIDATED STATEMENTS OF CASH FLOWS

C.H. Robinson Worldwide, Inc. and Subsidiaries

(In thousands)

For the years ended December 31,

 

     2007     2006     2005  

OPERATING ACTIVITIES

      

Net income

   $ 324,261     $ 266,925     $ 203,358  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     27,366       23,932       18,500  

Provision for doubtful accounts

     6,745       7,084       8,878  

Stock-based compensation

     38,002       47,292       28,436  

Deferred income taxes

     (8,915 )     (8,882 )     (503 )

Loss on sale/disposal of assets

     309       80       177  

Changes in operating elements, net of effects of acquisitions:

      

Receivables

     (153,232 )     (55,489 )     (150,788 )

Prepaid expenses and other

     (5,206 )     (1,303 )     (2,366 )

Accounts payable and outstanding checks

     70,456       57,590       78,857  

Accrued compensation and profit-sharing contribution

     5,506       5,044       31,527  

Accrued income taxes and other

     3,138       1,104       8,029  
                        

Net cash provided by operating activities

     308,430       343,377       224,105  
                        

INVESTING ACTIVITIES

      

Purchases of property and equipment

     (43,713 )     (43,243 )     (21,824 )

Sales of property and equipment

     —         1,700       —    

Cash paid for acquisitions, net of cash acquired

     (22,220 )     (39,724 )     (60,153 )

Purchases of available-for-sale securities

     (204,020 )     (119,864 )     (114,696 )

Sales/maturities of available-for-sale securities

     214,299       118,838       113,747  

Other

     (68 )     1,056       (3,748 )
                        

Net cash used for investing activities

     (55,722 )     (81,237 )     (86,674 )
                        

FINANCING ACTIVITIES

      

Proceeds from stock issued for employee benefit plans

     13,740       18,184       15,549  

Repurchase of common stock

     (167,323 )     (85,270 )     (38,842 )

Cash dividends

     (125,183 )     (90,837 )     (51,458 )

Excess tax benefit on stock-based compensation

     16,668       12,078       4,983  

Proceeds from short-term borrowings

     23,559       25,984       7,066  

Payments on short-term borrowings

     (23,559 )     (25,984 )     (7,066 )
                        

Net cash used for financing activities

     (262,098 )     (145,845 )     (69,768 )

Effect of exchange rates on cash

     (317 )     1,669       (3,511 )
                        

Net increase (decrease) in cash and cash equivalents

     (9,707 )     117,964       64,152  

Cash and cash equivalents, beginning of year

     348,592       230,628       166,476  
                        

Cash and cash equivalents, end of year

   $ 338,885     $ 348,592     $ 230,628  
                        

Cash paid for income taxes

   $ 190,517     $ 163,103     $ 121,168  

Cash paid for interest

   $ 172     $ 180     $ 303  
                        

Supplemental disclosure of noncash activities:

      

Restricted stock awarded

   $ 16,011     $ 14,014     $ 79,840  

Stock issued for acquisition

   $ —       $ —       $ 10,419  
                        

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

 

38 + C.H. Robinson Worldwide, Inc.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

C.H. Robinson Worldwide, Inc. and Subsidiaries

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc. and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of multimodal transportation services and logistics solutions through a network of 218 branch offices operating in North America, Europe, Asia, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

USE OF ESTIMATES. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. We are also required to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our ultimate results could differ from those estimates.

REVENUE RECOGNITION. Gross revenues consist of the total dollar value of goods and services purchased from us by customers. Gross profits are gross revenues less the direct costs of transportation, products, and handling. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, establishes the criteria for recognizing revenues on a gross or net basis. Most transactions in our Transportation and Sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are the primary obligor, we are a principal to the transaction, we have all credit risk, we maintain substantially all risks and rewards, we have discretion to select the supplier, and we have latitude in pricing decisions. Additionally, in our Sourcing business, we take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customs brokerage, transportation management, and all transactions in Information Services are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. We continuously monitor payments from our customers and maintain a provision for uncollectible accounts based upon our customer aging trends, historical loss experience, and any specific customer collection issues that we have identified.

FOREIGN CURRENCY. Most balance sheet accounts of foreign subsidiaries are translated at the current exchange rate as of the end of the year. Statement of operations items are translated at average exchange rates during the year. The resulting translation adjustment is recorded as a separate component of comprehensive income in our statement of stockholders’ investment.

SEGMENT REPORTING AND GEOGRAPHIC INFORMATION. We have adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 131, Disclosure About Segments of an Enterprise and Related Information. SFAS No. 131 establishes accounting standards for segment reporting.

 

2007 Annual Report + 39


We operate in the transportation and logistics industry. We provide a wide range of products and services to our customers and carriers including transportation services, produce sourcing, freight consolidation, contract warehousing, and information services. Each of these is a significant component to optimizing the logistics solution for our customers.

These services are performed throughout our branch offices by the same group of people, as an integrated offering for which our customers are typically provided a single invoice. Our branches work together to complete transactions and collectively meet the needs of our customers. Over 30% of our truckload transactions are shared transactions between branches. For many of our significant customer relationships, we coordinate our efforts in one branch and rely on multiple branch locations to deliver specific geographic or modal needs. In addition, our methodology of providing services is very similar across all branches. Our North American branches have a common technology platform that they use to match customer needs with supplier capabilities, to collaborate with other branch locations, and to utilize centralized support resources to complete all facets of the transaction. Accordingly, our chief operating decision maker analyzes our business as a single segment relying on gross profits and operating income for each of our branch offices as the primary performance measures.

The following table presents our gross revenues (based on location of the customer) for the years ended December 31 and our long-lived assets as of December 31 by geographic regions (in thousands):

 

     2007    2006    2005

Gross revenues

        

United States

   $ 6,731,158    $ 6,066,186    $ 5,269,526

Other locations

     585,065      490,008      419,422
                    
   $ 7,316,223    $ 6,556,194    $ 5,688,948
                    
     2007    2006    2005

Long-lived assets

        

United States

   $ 119,283    $ 99,096    $ 82,475

Other locations

     8,116      8,015      4,675
                    
   $ 127,399    $ 107,111    $ 87,150
                    

CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the instruments.

PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as prepaid rent, software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated lives of the assets of 3 to 30 years. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful lives of the improvements.

 

40 + C.H. Robinson Worldwide, Inc.


We recognized depreciation expense of $18.4 million in 2007, $16.5 million in 2006, and $12.7 million in 2005. A summary of our property and equipment as of December 31 is as follows (in thousands):

 

     2007     2006  

Furniture, fixtures, and equipment

   $ 108,909     $ 92,950  

Buildings

     38,460       17,020  

Corporate aircraft

     9,000       9,000  

Leasehold improvements

     9,486       8,305  

Land

     13,374       13,374  

Construction in progress

     459       4,613  

Less accumulated depreciation

     (78,023 )     (63,191 )
                

Net property and equipment

   $ 101,665     $ 82,071  
                

INTANGIBLE ASSETS. Goodwill is the difference between the purchase price of a company and the fair market value of the acquired company’s net identifiable assets. Other intangible assets include customer lists, carrier lists, and non-compete agreements. These intangible assets are being amortized using the straight-line method over their estimated lives, ranging from three to five years. Goodwill is no longer being amortized and is tested for impairment using a fair value approach. Goodwill is tested for impairment annually or more frequently if events warrant. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. See Note 4.

OTHER ASSETS. Other assets include such items as purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan. We recognized amortization expense of purchased and internally developed software of $3.1 million in 2007, $3.4 million in 2006, and $1.9 million in 2005. We amortize software using the straight-line method over three years.

A summary of our purchased and internally developed software as of December 31 is as follows (in thousands):

 

     2007     2006  

Purchased software

   $ 17,759     $ 14,333  

Internally developed software

     2,968       2,894  

Less accumulated amortization

     (12,985 )     (11,604 )
                

Net software

   $ 7,742     $ 5,623  
                

INCOME TAXES. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable. Changes in tax rates are reflected in the tax provision as they occur.

COMPREHENSIVE INCOME. Comprehensive income includes any changes in the equity of an enterprise from transactions and other events and circumstances from non-owner sources. Our two components of other comprehensive income are foreign currency translation adjustment and unrealized gains and losses from investments. They are presented on our consolidated statements of stockholders’ investment.

STOCK-BASED COMPENSATION. We account for share-based compensation in accordance with SFAS No. 123R, Share Based Payment. Under this standard, the fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts have varied from 12% to 16% and are calculated using the Black-Scholes option pricing model.

 

2007 Annual Report + 41


For grants of options, we use the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

COMMON STOCK SPLIT. On October 14, 2005, our shareholders approved a two-for-one stock split. For shareholders of record as of the end of business on October 14, 2005, every share owned was exchanged for two shares of common stock. All prior period common shares and per share disclosures have been restated to reflect the split.

NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that our financial statements recognize the impact of a tax position, if that position is more likely than not to be sustained on audit, based on the technical merits of the position. We adopted FIN 48 on January 1, 2007. See Note 6.

In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies to other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. In February 2008, the FASB issued Staff Position 157-2 which is a partial deferral of the effective date of SFAS No. 157 as it relates to nonfinancial assets and liabilities. We adopted SFAS No. 157 on January 1, 2008 for financial assets and liabilities. SFAS No. 157 will not have any impact on our financial statements. We believe we will be required to provide additional disclosures as a part of future financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 gives us the irrevocable option to carry many financial assets and liabilities at fair values, with changes in fair value recognized in earnings. We adopted SFAS No. 159 on January 1, 2008. We have elected not to report any financial assets or liabilities at fair value under SFAS No. 159 on January 1, 2008.

In December 2007 the FASB issued SFAS No. 141R, Business Combinations. SFAS No. 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective for us as of January 1, 2009. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R may have an impact on our consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date. We are still assessing the impact of this standard on our future consolidated financial statements.

 

42 + C.H. Robinson Worldwide, Inc.


NOTE 3: AVAILABLE-FOR-SALE SECURITIES

Our investments consist of investment-grade marketable debt securities, auction rate preferred securities, and municipal auction rate notes. These investments, some of which have original maturities beyond one year, are classified as short-term based on their highly liquid nature and because these securities represent the investment of cash that is available for current operations. All are classified as available-for-sale and recorded at fair value. The carrying value of available-for-sale securities approximates fair market value due to interest rates that are reset frequently. As of December 31, 2007 and 2006, we had $115.8 million and $124.8 million in available-for-sale securities. Unrealized holding gains and losses are recorded, net of any tax effect, as a separate component of accumulated other comprehensive income. Unrealized gains and losses on available-for-sale securities were not material as of December 31, 2007 and 2006. The gross realized gains and losses on sales of available-for-sale securities were not material for the years ended December 31, 2007, 2006, and 2005.

As of December 31, 2007 we had approximately $50.5 million of auction rate securities classified as available-for-sale securities on our balance sheet. We made the decision during the fourth quarter of 2007 to sell or exit these at the next auction date. As of January 31, 2008, we had no investments in auction rate securities.

The fair value of available-for-sale debt securities at December 31, 2007, by contractual maturity, is shown below (in thousands):

 

     Cost basis    Estimated
fair value

Due in one year or less

   $ 10,201    $ 10,360

Due after one year through five years

     2,100      2,128

Due after five years through ten years

     6,850      6,898

Due after 10 years

     95,916      96,456
             

Total

   $ 115,067    $ 115,842
             

NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the year ended December 31, 2007, is as follows (in thousands):

 

Balance December 31, 2006

   $ 261,766

Goodwill associated with acquisitions

     14,373

Foreign currency impact

     2,600
      

Balance December 31, 2007

   $ 278,739
      

During 2007 we added $7.5 million of goodwill through our acquisition of LXSI Services, Inc. and $9.3 million in the form of an earn-out payment related to a previous acquisition. Additions to goodwill were partially offset by a $2.4 million purchase accounting adjustment to reflect the fair value of intangible assets acquired in 2006. As of December 31, 2007, we have approximately $10.0 million of potential remaining earn-out payments related to previous acquisitions that we expect to pay in 2008.

 

2007 Annual Report + 43


In accordance with SFAS No. 142, we annually complete an impairment test on goodwill. This impairment test did not result in any impairment losses.

A summary of our other intangible assets as of December 31 is as follows (in thousands):

 

     2007     2006  

Gross

   $ 29,211     $ 25,043  

Accumulated amortization

     (14,741 )     (9,086 )
                

Net

   $ 14,470     $ 15,957  
                

Amortization expense for other intangible assets was $5.7 million in 2007, $4.8 million in 2006, and $3.9 million in 2005. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets at December 31, 2007, is as follows (in thousands):

 

2008

   $ 5,745

2009

     5,570

2010

     1,981

2011

     1,001

2012

     173
      

Total

   $ 14,470
      

NOTE 5: LINES OF CREDIT

We have 3.5 million euros available under a line of credit at an interest rate of Euribor plus 45 basis points (5.21% at December 31, 2007). This discretionary line of credit has no expiration date. Our credit agreement contains certain financial covenants, but does not restrict the payment of dividends. We were in compliance with all covenants of this agreement as of December 31, 2007.

 

44 + C.H. Robinson Worldwide, Inc.


NOTE 6: INCOME TAXES

C.H. Robinson Worldwide, Inc. and its 80% (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2003.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, we recognized a $2.6 million decrease in the liability for unrecognized tax benefits, which was accounted for as an increase to the January 1, 2007 balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

 

Balance at January 1, 2007

   $ 7,246  

Additions based on tax positions related to the current year

     2,808  

Additions for tax positions of prior years

     789  

Reductions for tax positions of prior years

     (620 )

Settlements

     —    
        

Balance at December 31, 2007

   $ 10,223  
        

As of December 31, 2007, we had $10.2 million of unrecognized tax benefits, all of which would affect our effective tax rate if recognized. We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next twelve months.

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2007, 2006, and 2005, we recognized approximately $1.0 million, $0.6 million, and $0.7 million in interest and penalties. We had approximately $2.6 million and $1.6 million for the payment of interest and penalties accrued within noncurrent taxes payable as of December 31, 2007 and 2006, respectively.

The components of the provision for income taxes consist of the following for the years ended December 31 (in thousands):

 

     2007    2006     2005  

Tax provision:

       

Federal

   $ 161,476    $ 142,142     $ 104,759  

State

     25,806      24,238       19,031  

Foreign

     10,663      6,135       6,108  
                       
     197,945      172,515       129,898  

Deferred provision (benefit)

     1,308      (9,752 )     (503 )
                       

Total provision

   $ 199,253    $ 162,763     $ 129,395  
                       

 

2007 Annual Report + 45


A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the years ended December 31 is as follows:

 

     2007     2006     2005  

Federal statutory rate

   35.0 %   35.0 %   35.0 %

State income taxes, net of federal benefit

   3.3     3.6     3.5  

Stock-based compensation

   0.1     0.2     0.4  

Other

   (0.3 )   (0.9 )   0.0  
                  
   38.1 %   37.9 %   38.9 %
                  

Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands):

 

     2007     2006  

Deferred tax assets:

    

Compensation

   $ 48,907     $ 35,764  

Receivables

     10,290       10,584  

Other

     3,858       2,232  

Deferred tax liabilities:

    

Intangible assets

     (29,558 )     (24,136 )

Prepaid assets

     (6,534 )     (5,533 )

Long-lived assets

     (2,514 )     (3,552 )

Other

     (1,252 )     (1,077 )
                

Net deferred tax assets

   $ 23,197     $ 14,282  
                

Income tax expense considers amounts which may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued.

 

46 + C.H. Robinson Worldwide, Inc.


NOTE 7: CAPITAL STOCK AND STOCK AWARD PLANS

PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of Preferred Stock, par value $.10 per share. There are no shares of Preferred Stock outstanding. The Preferred Stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the Preferred Stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of Common Stock and may impede the completion of a merger, tender offer, or other takeover attempt.

COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of Common Stock, par value $.10 per share. Subject to the rights of Preferred Stock which may from time to time be outstanding, holders of Common Stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution.

For each share of Common Stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of Common Stock are not entitled to cumulative voting; the holders of more than 50% of the outstanding Common Stock can elect all of any class of directors if they choose to do so. The stockholders do not have preemptive rights. All outstanding shares of Common Stock are fully paid and nonassessable.

STOCK AWARD PLANS. Effective January 1, 2006, we adopted SFAS 123R, Share-Based Payment. Under SFAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. We had previously adopted the fair value recognition provisions of SFAS 123 in January 2004, using the retroactive restatement method. Total compensation expense recognized in our statements of operations for stock based compensation awards was $38.0 million in 2007, $47.3 million in 2006, and $34.7 million in 2005.

Our 1997 Omnibus Stock Plan allows us to grant certain stock awards, including stock options at fair market value and restricted shares and units, to our key employees and outside directors. A maximum of 28,000,000 shares can be granted under this plan; 11,310,000 shares were available for stock awards as of December 31, 2007, which cover stock options and restricted stock awards. Awards that expire or are cancelled without delivery of shares generally become available for issuance under the plans.

The contractual lives of all options as originally granted are 10 years. Options vest over a five-year period from the date of grant, with none vesting the first year and one quarter vesting each year after that. Recipients are able to exercise options using a stock swap which results in a new, fully-vested restoration option with a grant price established based on the date of the swap, and a remaining contractual life equal to the remaining life of the original option. Options issued to non-employee directors vest immediately. The fair value per option is established using the Black-Scholes option pricing model, with the resulting expense being recorded over the vesting period of the award. Other than restoration options, we have not issued any new stock options since 2003. As of December 31, 2007, approximately $172,000 of unrecognized compensation related to stock options remains to be expensed.

 

2007 Annual Report + 47


The following schedule summarizes stock option activity in the plan.

 

     Shares     Weighted
Average
Exercise Price
   Weighted
Aggregate
Intrinsic Value
(in thousands)
   Average
Remaining
Life (years)

December 31, 2006

   5,360,758     $ 13.62      

Grants

   97,330       54.13      

Exercised

   (1,160,223 )     12.35      

Terminated

   (9,253 )     13.29      
                  

Outstanding at December 31, 2007

   4,288,612     $ 14.80    $ 153,953    3.6
                        

Vested and expected to vest at December 31, 2007

   4,288,612     $ 14.80    $ 153,953    3.6
                        

Exercisable at December 31, 2007

   3,954,369     $ 14.79    $ 141,997    3.5
                        

The intrinsic value of options exercised during 2007, 2006, and 2005 was $45.5 million, $49.0 million, and $21.1 million.

The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions:

 

     2007 Grants     2006 Grants     2005 Grants  

Risk-free interest rate

     4.5-4.7 %     4.6-5.0 %     2.5-4.3 %

Dividend per share (quarterly amounts)

   $ .18-.22     $ .13-.18     $ .08-.13  

Expected volatility factor

     26.7-31.2 %     20.0-25.8 %     19.9-23.3 %

Expected option term

     .5-6 years       1-6 years       2-8 years  
                        

Weighted average fair value per option

   $ 12.02     $ 10.28     $ 10.89  
                        

RESTRICTED STOCK GRANTS. We have awarded restricted shares and restricted units to certain key employees and non-employee directors. These restricted shares and restricted units are subject to certain vesting requirements over a five year period based on the operating performance of the company. The awards also contain restrictions on the awardees’ ability to sell or transfer vested shares or units for a specified period of time. The fair value of these shares is established based on the market price on the date of grant discounted for post-vesting holding restrictions. The discount has ranged from 12% to 16% based on the different post-vesting holding restrictions. This discount was estimated using the Black-Scholes model. These grants are being expensed based on the terms of the awards.

 

48 + C.H. Robinson Worldwide, Inc.


The following table summarizes our nonvested performance-based restricted stock grants as of December 31, 2007:

 

     Number of Restricted
Shares and Units
    Weighted Average
Grant Date Fair Value

Nonvested at December 31,2006

   1,633,137     $ 34.53

Granted

   360,475       39.70

Vested

   (781,333 )     34.96

Cancelled

   (31,371 )     34.52
            

Nonvested at December 31,2007

   1,180,908     $ 35.79
            

The fair value of restricted stock vested during 2007, 2006, and 2005 was $27.3 million, $33.0 million, and $19.7 million.

We have also awarded restricted shares and units to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant and is being expensed over the vesting period of the award.

As of December 31, 2007, $47.8 million of unrecognized compensation related to restricted stock grants remains to be expensed.

We have also issued to certain key employees restricted units which are fully vested upon issuance and contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these shares is established using the same method discussed above. These grants have been expensed during the year they were earned by employees.

EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15%. Shares are vested immediately. Employees purchased approximately 220,000, 206,000, and 238,000 shares of our Common Stock under this plan at an aggregate cost of $9.5 million, $8.3 million, $6.1 million in 2007, 2006, and 2005.

SHARE REPURCHASE PROGRAMS. During 1999, the Board of Directors authorized a stock repurchase program that allows management to repurchase 8,000,000 shares for reissuance upon the exercise of employee stock options and other stock plans. We purchased 3,221,300 and 1,926,500 of our common stock for the treasury at an aggregate cost of $163.9 million and $85.3 million in 2007 and 2006 under this stock repurchase plan. There are no shares remaining for repurchase under this authorization.

During 2007, the Board of Directors authorized management to repurchase an additional 10,000,000 shares under the program for reissuance upon the exercise of employee stock options and other stock plans. We purchased 62,700 shares of our common stock for the treasury at an aggregate cost of $3.4 million under this stock repurchase program in 2007. There are 9,937,300 shares remaining for repurchase under this program.

 

2007 Annual Report + 49


NOTE 8: COMMITMENTS AND CONTINGENCIES

EMPLOYEE BENEFIT PLANS. We participate in a defined contribution profit-sharing and savings plan which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible employees. Annual profit-sharing contributions are determined by our Board of Directors, in accordance with the provisions of the plan. We can also elect to make matching contributions to the plan at the discretion of our Board of Directors. Profit-sharing plan expense, including matching contributions, was approximately $31.2 million in 2007, $28.1 million in 2006, and $26.6 million in 2005.

NONQUALIFIED DEFERRED COMPENSATION PLAN. The Robinson Companies Nonqualified Deferred Compensation Plan provides certain employees the opportunity to defer a specified percentage or dollar amount of their cash and stock compensation. Participants may elect to defer up to 100% of their cash compensation. The accumulated benefit obligation was $1.2 million and $1.3 million as of December 31, 2007 and 2006, respectively. We have purchased investments to fund the future liability. The investments had an aggregate market value of $1.2 million as of December 31, 2007 and $1.3 million as of December 31, 2006, and are included in other assets in the consolidated balance sheets. In addition, all restricted shares granted but not yet delivered are also held within this plan.

LEASE COMMITMENTS. We lease certain facilities and equipment under operating leases. Lease expense was $26.9 million for 2007, $22.2 million for 2006, and $19.4 million for 2005.

Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2007, are as follows (in thousands):

 

2008

   $ 22,216

2009

     20,773

2010

     17,533

2011

     13,500

2012

     9,033

Thereafter

     22,573
      

Total

   $ 105,628
      

LITIGATION. As we previously disclosed, during 2002 we were named as a defendant in two lawsuits brought by a number of present and former employees. The first lawsuit alleged a hostile working environment, unequal pay, promotions, and opportunities for women, and failure to pay overtime (“FLSA”). The second lawsuit alleged a failure to pay overtime. The plaintiffs in both lawsuits sought unspecified monetary and non-monetary damages and class action certification.

On March 31, 2005, the judge issued an order denying class certification for the hostile working environment claims, and allowing class certification for certain claims of gender discrimination in pay and promotion. The judge also granted our motions for summary judgment as to the hostile working environment claims of ten of the named plaintiffs, and dismissed those claims. The gender discrimination class claims and the remaining two hostile work environment claims were settled on April 11, 2006, and subsequently approved by the Court on September 18, 2006. The settlement was within our insurance coverage limits, and was fully funded by the insurance carriers.

 

50 + C.H. Robinson Worldwide, Inc.


The settlement of the gender discrimination class claims did not include the overtime pay lawsuits, or the claims of putative class members who subsequently filed individual EEOC charges after the denial of class status on March 31, 2005. 54 of those EEOC claimants filed lawsuits. Forty-three of those suits have been settled or dismissed. The settlement amount was not material to our financial position or results of operations. We are vigorously defending the remaining 11 lawsuits.

Although the gender class settlement was fully funded by the insurance carriers, those carriers reserved the right to seek a court ruling that a portion of the settlement was not covered under their policies, and also to dispute payment of certain defense costs incurred in that litigation. Insurance coverage litigation between us and one of our insurance carriers concerning these issues and insurance coverage for the individual lawsuits has been pending in Minnesota State Court. Recent court rulings have determined that the gender class settlement payment was appropriately covered under applicable policies, and that the insurance carrier has a duty to reimburse reasonable defense costs in the gender class action and all but two of the individual lawsuits, and to indemnify C.H. Robinson in all but two of the individual lawsuits. This ruling is subject to appeal.

With respect to the FLSA overtime claims, the judge issued an order granting in full our Motion to Decertify the FLSA collective action on September 26, 2006. The judge retained jurisdiction over the named plaintiffs’ FLSA overtime claims and dismissed the claims of the opt-in plaintiffs, without prejudice to their right to bring their own claims in separate lawsuits in appropriate venues. Approximately 525 of the dismissed opt-in plaintiffs either filed or joined in lawsuits asserting individual FLSA claims for failure to pay overtime. Approximately 37 of those individuals have filed voluntary dismissals of their claims. We have reached an agreement to settle all of the remaining lawsuits. This agreement was approved by the Court on February 20, 2008. The settlement amount was not material to our financial position or results of operations.

We are not subject to any other pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, none of which is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

NOTE 9: ACQUISITIONS

In July 2007, we acquired certain assets of LXSI Services, Inc. (“LXSI”), a third party domestic air and expedited services provider based in Los Angeles, California. The purchase price was $9.75 million. The results of operations and financial condition of this acquisition have been included in our consolidated financial statements since its acquisition date. Goodwill recognized in this transaction amounted to $7.5 million. Other intangible assets related to the acquisition amounted to $1.6 million. All goodwill and other intangible assets related to this acquisition are tax deductible over 15 years. Our results of operations were not materially impacted by this acquisition.

 

2007 Annual Report + 51


NOTE 10: SUPPLEMENTARY DATA (UNAUDITED)

Our results of operations for each of the quarters in the years ended December 31, 2007 and 2006 are summarized below (in thousands, except per share data).

 

2007

   March 31    June 30    September 30    December 31

Gross revenues:

           

Transportation

   $ 1,300,418    $ 1,511,173    $ 1,537,660    $ 1,622,533

Sourcing

     308,297      357,062      315,755      317,799

Information Services

     10,610      11,491      11,735      11,690
                           

Total gross revenues

     1,619,325      1,879,726      1,865,150      1,952,022
                           

Cost of transportation, products, and handling:

           

Transportation

     1,037,991      1,240,085      1,261,106      1,334,570

Sourcing

     284,404      328,743      290,848      294,698
                           

Total cost of transportation, products, and handling

     1,322,395      1,568,828      1,551,954      1,629,268
                           

Gross profits

     296,930      310,898      313,196      322,754

Income from operations

     115,189      129,794      131,828      132,873
                           

Net income

   $ 72,965    $ 82,299    $ 83,743    $ 85,254
                           

Basic net income per share

   $ .43    $ .48    $ .49    $ .50

Diluted net income per share

   $ .42    $ .47    $ .48    $ .49
                           

Basic weighted average shares outstanding

     171,183      170,942      170,274      169,591

Dilutive effect of outstanding stock awards

     3,705      3,258      3,075      4,678
                           

Diluted weighted average shares outstanding

     174,888      174,200      173,349      174,269
                           

2006

   March 31    June 30    September 30    December 31

Gross revenues:

           

Transportation

   $ 1,215,909    $ 1,363,246    $ 1,394,979    $ 1,347,413

Sourcing

     273,422      326,853      307,384      284,638

Information Services

     9,784      10,898      11,128      10,540
                           

Total gross revenues

     1,499,115      1,700,997      1,713,491      1,642,591
                           

Cost of transportation, products, and handling:

           

Transportation

     992,942      1,130,324      1,151,063      1,101,253

Sourcing

     251,116      300,054      284,082      262,816
                           

Total cost of transportation, products, and handling

     1,244,058      1,430,378      1,435,145      1,364,069
                           

Gross profits

     255,057      270,619      278,346      278,522

Income from operations

     92,434      103,918      111,118      110,375
                           

Net income

   $ 58,114    $ 66,594    $ 70,390    $ 71,827
                           

Basic net income per share

   $ .34    $ .39    $ .41    $ .42

Diluted net income per share

   $ .33    $ .38    $ .40    $ .41
                           

Basic weighted average shares outstanding

     171,219      171,215      170,925      170,555

Dilutive effect of outstanding stock awards

     4,048      3,983      3,851      3,549
                           

Diluted weighted average shares outstanding

     175,267      175,198      174,776      174,104
                           

 

52 + C.H. Robinson Worldwide, Inc.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of C.H. Robinson Worldwide, Inc.

Eden Prairie, Minnesota

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ investment, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of C.H. Robinson Worldwide, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2007, the Company changed its method of accounting for income taxes by adopting Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2008, expressed an unqualified opinion on the Company’s internal control over financial reporting.

LOGO

Minneapolis, Minnesota

February 29, 2008

 

2007 Annual Report + 53


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of C.H. Robinson Worldwide, Inc.:

C.H. Robinson Worldwide, Inc. and Subsidiaries

Eden Prairie, Minnesota

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control, management excluded from its assessment the internal control over financial reporting at LXSI Services Inc., which was acquired on July 13, 2007, and whose financial statements constitute less than 1% of net and total assets, respectively, less than 1% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2007. Accordingly, our audit did not include the internal control over financial reporting at LXSI Services Inc. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

54 + C.H. Robinson Worldwide, Inc.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007, of the Company and our report dated February 29, 2008, expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the change in the Company’s method of accounting for income taxes by adopting Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, as discussed in Note 2 to the consolidated financial statements.

LOGO

Minneapolis, Minnesota

February 29, 2008

MANAGEMENT’S REPORT ON INTERNAL CONTROL

C.H. Robinson Worldwide, Inc. and Subsidiaries

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2007.

During the third quarter, we acquired LXSI Services, Inc. which is not included in our assessment of the effectiveness of our internal control over financial reporting. As a result, management’s conclusion regarding the effectiveness of our internal control over financial reporting does not extend to this company.

The effectiveness of our internal control over financial reporting as of December 31, 2007, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

 

LOGO    LOGO   
John P. Wiehoff    Chad M. Lindbloom      
Chief Executive Officer    Senior Vice President      
and Chairman of the Board    and Chief Financial Officer      

 

2007 Annual Report + 55


CORPORATE AND SHAREHOLDER INFORMATION

C.H. Robinson Worldwide, Inc. and Subsidiaries

BOARD OF DIRECTORS

 

John P. Wiehoff, 46

   Kenneth E. Keiser, 56    Gerald A. Schwalbach, 63

Chief Executive Officer and

   President and    Chairman of the Board

Chairman of the Board

   Chief Operating Officer    Spensa Development

C.H. Robinson Worldwide, Inc.

   Pepsi Americas Inc.    Group, LLC

Director since 2001.

   Director since 2005.    Director since 1997.

Robert Ezrilov, 63

   Steven L. Polacek, 48    Brian P. Short, 58

Cogel Management Company

   Chief Administrative Officer    Chief Executive Officer

Director since 1995.

   and Chief Financial Officer    Leamington Co.
   Opus Corporation    Director since 2002.
   Director since 2007.   
     

Wayne M. Fortun, 59

President and

Chief Executive Officer

Hutchinson Technology, Inc.

Director since 2001.

  

ReBecca Koenig Roloff, 53

Chief Executive Officer

YWCA of Minneapolis

Director since 2004.

  

Michael W. Wickham, 61

Retired Chairman of the Board

Roadway Corporation

Director since 2004.

     
     
     
     
     

CORPORATE OFFICERS

 

* John P. Wiehoff, 46

   James V. Larsen, 55    Troy A. Renner, 43

Chief Executive Officer

   Vice President    Treasurer and

and Chairman of the Board

      Assistant Secretary
     

* James E. Butts, 52

Senior Vice President

  

* James P. Lemke, 41

Senior Vice President

  

Daniel W. Ryan, 35

Vice President

     

Molly M. DuBois, 37

Vice President

  

* Chad M. Lindbloom, 43

Senior Vice President and

Chief Financial Officer

  

* Scott A. Satterlee, 39

Senior Vice President

     
     

* Linda U. Feuss, 51

Vice President,

General Counsel,

and Secretary

  

Thomas K. Mahlke, 36

Vice President and

Chief Information Officer

  

Jeffrey W. Scovill, 38

Vice President,

International Forwarding

     
     
     
     

Bryan D. Foe, 40

Vice President, T-Chek

  

Timothy P. Manning, 43

Vice President

  

* Mark A. Walker, 50

Senior Vice President

     
     

Laura Gillund, 47

Vice President,

Human Resources

  

Christopher J. O’Brien, 40

Vice President

  

Steven M. Weiby, 41

Vice President

     
     

 

* Executive officer for purposes of the rules and regulations of the Securities and Exchange Commission.

 

56 + C.H. Robinson Worldwide, Inc.


TRADING OF COMMON STOCK

The common stock of C.H. Robinson Worldwide, Inc. trades on the NASDAQ National Market under the symbol CHRW.

 

2007

   High    Low

Fourth Quarter

   $ 55.50    $ 45.01

Third Quarter

     55.57      45.54

Second Quarter

     58.19      47.39

First Quarter

     54.67      42.11

2006

   High    Low

Fourth Quarter

   $ 45.67    $ 39.44

Third Quarter

     55.18      41.75

Second Quarter

     53.56      42.06

First Quarter

     50.44      35.55

COMMON STOCK 2008 DIVIDEND DATES

Expected Record:

  Expected Payment:  

March 7

  April 1  

June 6

  July 1  

September 5

  October 1  

December 5

  January 2, 2009  

INVESTOR RELATIONS CONTACT

Angela K. Freeman

Director of Investor Relations

952-937-7847

angie.freeman@chrobinson.com

ANNUAL MEETING

The annual meeting of stockholders is scheduled for May 15, 2008, 1:00 p.m. U.S. Central Time.

SEC FILINGS

Copies of the Annual Report on Form 10-K, filed with the Securities and Exchange Commission, are available to stockholders without charge on request from C.H. Robinson Worldwide, Inc., 14701 Charlson Road, Eden Prairie, Minnesota 55347-5088, attention Angela K. Freeman, and are also available on our Web site, www.chrobinson.com.

INDEPENDENT AUDITORS

Deloitte & Touche LLP – Minneapolis, Minnesota

LEGAL COUNSEL

Dorsey & Whitney LLP – Minneapolis, Minnesota

TRANSFER AGENT & REGISTRAR

Wells Fargo Bank Minnesota, N.A.

South St. Paul, Minnesota

(800) 468-9716

 

2007 Annual Report + 57