UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
ý | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-23189
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
ROBINSON COMPANIES RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
C.H. ROBINSON WORLDWIDE, INC.
14701 Charlson Road
Eden Prairie, MN 55347
ROBINSON COMPANIES RETIREMENT PLAN
TABLE OF CONTENTS
Page | |
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011: | |
NOTE: | All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Advisory Committee of
Robinson Companies Retirement Plan
Eden Prairie, Minnesota
We have audited the accompanying statements of net assets available for benefits of the Robinson Companies Retirement Plan (the "Plan") as of December 31, 2012 and 2011 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
Minneapolis, Minnesota
June 28, 2013
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ROBINSON COMPANIES RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2012 AND 2011
2012 | 2011 | |||||||
ASSETS: | ||||||||
Non-interest-bearing cash | $ | — | $ | 10,001 | ||||
Participant-directed investments — at fair value | 519,992,342 | 437,434,821 | ||||||
Notes receivable from participants | 14,592,117 | 12,798,818 | ||||||
Contributions receivable — employer | 7,944,744 | 14,721,065 | ||||||
Operating payable | (35,568 | ) | — | |||||
Net assets reflecting all investments at fair value | 542,493,635 | 464,964,705 | ||||||
ADJUSTMENTS FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS (Note 2) | (834,110 | ) | (678,602 | ) | ||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 541,659,525 | $ | 464,286,103 | ||||
See notes to financial statements.
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ROBINSON COMPANIES RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2012 AND 2011
2012 | 2011 | |||||||
ADDITIONS — Additions to net assets attributed to: | ||||||||
Contributions: | ||||||||
Employer | $ | 25,802,810 | $ | 30,512,978 | ||||
Participant | 25,920,297 | 23,112,099 | ||||||
Rollover | 1,297,293 | 1,275,068 | ||||||
Net unrealized and realized appreciation (depreciation) in fair value of investments (Note 4) | 45,882,516 | (16,919,029 | ) | |||||
Interest and dividend income | 5,875,229 | 4,129,325 | ||||||
Total additions | 104,778,145 | 42,110,441 | ||||||
DEDUCTIONS — Deductions to net assets attributed to: | ||||||||
Benefits paid to participants | 26,805,477 | 23,813,400 | ||||||
Administrative expenses | 599,246 | 533,312 | ||||||
Total deductions | 27,404,723 | 24,346,712 | ||||||
NET INCREASE | 77,373,422 | 17,763,729 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year | 464,286,103 | 446,522,374 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS — End of year | $ | 541,659,525 | $ | 464,286,103 | ||||
See notes to financial statements.
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ROBINSON COMPANIES RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
1. | DESCRIPTION OF THE PLAN |
General — C.H. Robinson Worldwide, Inc. (the “Company” or “CHRW”), established the Robinson Companies Retirement Plan (the “Plan”), a defined contribution plan, to provide retirement income and other benefits to eligible employees of the Company and certain affiliates under a single profit-sharing plan with multiple, affiliated, and sponsoring employers. The following is not a comprehensive description of the Plan and, therefore, does not include all situations and limitations covered by the Plan. Participants should refer to the Plan document for more complete information. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Operation of the Plan — The Plan is administered by officers/employees of the Company (the “Advisory Committee”). The Advisory Committee meets on a quarterly basis with an independent investment advisor to review and monitor the investments within the Plan. Wells Fargo Institutional Retirement and Trust (“Wells Fargo”) is the trustee and recordkeeper of the Plan. The trustee is responsible for holding the assets of the Plan, executing investment transactions, and making distributions to participants. Administrative fees of the Plan, including trustee and investment advisory fees, are paid by the Plan.
Contributions — Participants may contribute up to 50% of their pretax compensation, as defined in the Plan, subject to certain Internal Revenue Code (IRC) limitations, which were $17,000 for 2012 and $16,500 for 2011.
The Company makes both a discretionary profit-sharing contribution and an employer-matching contribution. Under the terms of the Plan, the annual contribution amount cannot exceed the maximum amount allowable as a deduction in computing the Company's consolidated taxable income.
The formula for the matching contribution is 100% of the first 4% of recognized compensation of total eligible participants in 2012 and 2011. The Company made matching contributions to the Plan of $17.9 million in 2012 and $15.8 million in 2011.
The profit-sharing amount was equal to 4% of total recognized compensation of eligible participants for 2012 and 2011. The Company added $7.9 million to the Plan as part of profit-sharing in 2012 and $14.7 million in 2011.
Participation and Vesting — Each employee who has completed 1,000 hours of service within the Plan year and has been employed by the Company or one of its participating affiliates for 12 months is eligible to be a participant of the discretionary profit-sharing portion of the Plan on the first day of the following January or July. Each employee who has completed 30 consecutive days of service with the Company or one of its participating affiliates is eligible to be a participant of the retirement savings and matching portions of the Plan.
The Plan has an enrollment feature, which allows the employee to set the deferral rate each pay period. Beginning January 1, 2007, the Company adopted automatic enrollment for new employees at a deferral rate of 4% as of the date they are eligible to participate in the retirement savings portion of the Plan. Employees are eligible to change the deferral rate at any time. The employer-matching contribution is made by the Company. Participants are 100% vested in their contributions as well as employer-matching contributions at all times. Employer profit-sharing contributions vest over a five-year vesting schedule, as detailed below:
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When the Participant has Completed the Following Years of Vesting Service | The Vested Portion of the Participant’s Employer Profit- Sharing Account Will be | |
Less than 1 year | —% | |
More than one, but less than two years | 20 | |
More than two, but less than three years | 40 | |
More than three, but less than four years | 60 | |
More than four, but less than five years | 80 | |
Five years or more | 100 | |
A participant's account is also fully vested and nonforfeitable when the participant attains age 60, is permanently disabled, or dies during employment, if the Plan is terminated, or if there is a complete discontinuance of contributions by the Company under the Plan. Amounts forfeited by former participants are used to restore rehired participant balances, to reduce employer-matching contributions, to reduce employer discretionary contributions, to reduce the Plan expenses, or to correct errors, omissions, and exclusions.
Gains or losses in the value of the assets and investment income of the Plan during the year are allocated to each participant based on the value of each participant's account.
Forfeited Accounts — As of December 31, 2012 and 2011, forfeited nonvested accounts totaled $259,025 and $274,034, respectively. These accounts will primarily be used to reduce future employer contributions, pay Plan administrative expenses, or allocate to remaining participants. During the year ended December 31, 2012 and 2011, employer contributions were reduced by $160,095 and $52,456, respectively, from forfeited nonvested accounts.
Participant Loans — - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest equal to the prime rate as published by The Wall Street Journal for the last business day of the calendar month preceding the calendar month in which the loan is granted. Interest rates range from 3.25% to 8.25% for loans outstanding at December 31, 2012 and 2011. Loan principal and interest is repaid ratably through payroll deductions. Participant loans are valued at the unpaid principal balance plus accrued but unpaid interest. Participant loans outstanding amounted to $14,592,117 at December 31, 2012, and $12,798,818 at December 31, 2011, and are presented in the Statements of Net Assets Available for Plan Benefits as Notes receivable from participants.
Payment of Benefits —On termination of employment, retirement, reaching age 59 1/2, death, or disability, a participant, or in the case of death, the participant's beneficiary, will receive upon request the vested portion of the amounts credited to the participant's account in a lump-sum payment. Benefit payments are recorded upon distribution.
Investments — Each participant elects the amount of his or her account balance to be invested in the respective available investment funds. Participants are able to direct their investments into 15 different investment funds, the Company's stock, or into self-directed investment options (limited to investments in funds).
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting — The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties —The Plan provides for investment in a variety of investment funds including self-directed investment funds and the Company's stock. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment
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securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect participants' account balances and the amounts reported in the financial statements.
Investment Valuation and Income Recognition — The Plan's investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments. Common collective trust funds with underlying investments in investment contracts are valued at fair market value of the underlying investments and then adjusted by the issuer to contract value.
In accordance with GAAP, the statements of net assets available for benefits present an investment contract at fair value, as well as an additional line item showing an adjustment of the fully benefit-responsive contract from fair value to contract value. The statements of changes in net assets available for benefits are presented on a contract value.
The RiverSource Trust Income Fund II ("The Fund") invests in the RiverSource Income Fund I that is a stable value fund that may invest in traditional insurance investment contracts, U.S. government and agency securities, asset-backed securities, and collective investment funds. The beneficial interest of each participant is represented by units which are issued and redeemed daily at the Fund's constant Net Asset Value of $1 per unit. Distribution to the Fund's unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain a stable net asset value of $1 per unit; although there is no guarantee that the Fund will be able to maintain this value.
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable
The Fund accounts for its investment contracts in accordance with FASB ASC Topic 946, Financial Services - Investment Companies (“ASC Topic 946”). ASC Topic 946 requires that certain investment companies report all investment contracts at fair value. However, ASC Topic 946 allows for fully benefit responsive contracts, as defined, to be adjusted from fair value to contract value and such adjustments are to be included in the calculation of an investment company's net asset value. The Plans investment contracts are fully benefit responsive and accordingly, such investment contracts have been adjusted to contract value in the accompanying financial statements.
As of December 31, 2012, the contract value of the Fund is $47,288,785. The Fund does not have any significant restrictions on redemptions and allows participants to immediately redeem all or a portion of their investment at full contract value. Most of the guaranteed investment contracts (“GIC”) contained in the Fund provide a fixed interest rate over the term to maturity, and therefore do not experience fluctuating crediting rates. There are no unfunded commitments within the fund.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Excess Contributions Payable - The Plan is required to return contributions received during the Plan year in excess of the IRC limits. As of December 31, 2012 and 2011, there were no excess contributions payable.
Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balances plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Administrative Expenses — Administrative expenses of the Plan are paid by the Plan as provided in the Plan document.
Accounting Pronouncements — In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends ASC
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Topic 820, Fair Value Measurements and Disclosures, (“ASC Topic 820”). ASU 2011-04 also requires the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The ASU requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. ASU No. 2011-04 was effective for reporting periods beginning after December 15, 2011. The Plan adopted the required provision of ASU No. 2011-04 on January 1, 2012. The adoption of ASU No. 2011-04 did not have a material impact on the Plan's financial statements.
3. | FAIR VALUE MEASUREMENTS |
ASC 820 provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Plan's policy is to recognize significant transfers between levels at the end of the reporting period.
In accordance with ASC 820, as of December 31, 2012 and 2011, the tables below include the major categorization for the Plan's investments securities on the basis of the nature and risk of the investments:
Active Markets for Identical Assets (Level 1) | Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | 2012 Total | |||||||||||||
Common stock — CHRW common stock | $ | 63,930,672 | $ | — | $ | — | $ | 63,930,672 | ||||||||
Mutual funds: | ||||||||||||||||
Domestic stock fund | 123,685,705 | — | — | 123,685,705 | ||||||||||||
International stock fund | 63,568,925 | — | — | 63,568,925 | ||||||||||||
Self-directed accounts | 22,379,011 | — | — | 22,379,011 | ||||||||||||
All asset fund | 12,864,209 | — | — | 12,864,209 | ||||||||||||
Life cycle funds | 91,233,202 | — | — | 91,233,202 | ||||||||||||
Total mutual funds | 313,731,052 | — | — | 313,731,052 | ||||||||||||
Common collective trusts: | ||||||||||||||||
Balanced funds | — | 48,122,895 | — | 48,122,895 | ||||||||||||
Stable value fund | — | 26,518,795 | — | 26,518,795 | ||||||||||||
Domestic equity index fund | — | 67,688,928 | — | 67,688,928 | ||||||||||||
Total | $ | 377,661,724 | $ | 142,330,618 | $ | — | $ | 519,992,342 | ||||||||
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Active Markets for Identical Assets (Level 1) | Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | 2011 Total | |||||||||||||
Common stock — CHRW common stock | $ | 67,827,275 | $ | — | $ | — | $ | 67,827,275 | ||||||||
Mutual funds: | ||||||||||||||||
Domestic stock fund | 103,453,204 | — | — | 103,453,204 | ||||||||||||
International stock fund | 52,653,851 | — | — | 52,653,851 | ||||||||||||
Self-directed accounts | 17,169,286 | — | — | 17,169,286 | ||||||||||||
All asset fund | 6,389,992 | — | — | 6,389,992 | ||||||||||||
Life cycle funds | 63,549,427 | — | — | 63,549,427 | ||||||||||||
Total mutual funds | 243,215,760 | — | — | 243,215,760 | ||||||||||||
Common collective trusts: | ||||||||||||||||
Balanced funds | — | 23,932,827 | — | 23,932,827 | ||||||||||||
Stable value fund | — | 44,534,799 | — | 44,534,799 | ||||||||||||
Domestic equity index fund | — | 57,924,160 | — | 57,924,160 | ||||||||||||
Total | $ | 311,043,035 | $ | 126,391,786 | $ | — | $ | 437,434,821 | ||||||||
Transfers Between Levels - The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits.
For the years ended, December 21, 2012 and 2011, there were no transfers between levels.
CHRW common stock - The Company's common stock is valued at the closing price reported on the active market on which the securities are traded on the last business day of the Plan year.
Mutual funds - Shares of registered investment companies, consisting of mutual funds, are valued at quoted market prices that represent the net asset value of shares held at Plan year-end. Self-directed accounts primarily consist of domestic and international mutual funds.
Common collective trust funds - Investments in common collective trust funds are valued based upon the redemption price of units held by the Plan, which is based on the current fair value of the common collective trust funds underlying assets. Unit values are determined by the financial institution sponsoring such funds by dividing the fund's net assets at fair value by its units outstanding at the valuation dates. These investments are available to redeem immediately, and there are no redemption restrictions or notice periods required. There were no unfunded commitments as of December 31, 2012.
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4. | INVESTMENTS |
The Plan's investments that represented 5% or more of the Plan's net assets available for benefits as of December 31, 2012 and 2011, are as follows:
2012 | 2011 | |||||||
Common stock — CHRW common stock ** | $ | 63,930,672 | $ | 67,827,275 | ||||
MFS Institutional International Equity Fund | 62,319,920 | 52,653,851 | ||||||
Wells Fargo Equity Index G | 67,688,928 | 57,924,160 | ||||||
RiverSource Trust Income Fund II | 48,122,895 | 43,856,186 | ||||||
John Hancock Mid-Cap Fund | 49,445,324 | 42,394,368 | ||||||
American Beacon Small Cap Value Fund | 36,734,944 | 31,531,024 | ||||||
BlackRock LifePath 2040 Portfolio Instl | 38,726,750 | 29,488,915 | ||||||
Columbia Trust Balanced Fund * | 26,518,795 | 23,932,827 | ||||||
* Formerly known as the RiverSource Trust Core Balanced Fund II
** Known party-in-interest
The RiverSource Trust Income Fund II is shown at contract value for 2012 and 2011 above as the 5% is based on the statements of net assets available for benefits, which are presented at contract value.
During the years ended December 31, 2012 and 2011, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
2012 | 2011 | |||||||
Common collective trusts: | ||||||||
Columbia Trust Balanced Fund II ** | $ | 3,251,502 | $ | 996,708 | ||||
Wells Fargo Equity Index G* | 9,378,827 | 1,113,276 | ||||||
Registered investment companies: | ||||||||
MFS Institutional International Equity Fund | 10,866,849 | (6,797,987 | ) | |||||
Tweedy Browne Global Fund | 43,256 | — | ||||||
Times Square Mid Cap Growth | 3,004,989 | (368,875 | ) | |||||
Blackrock Small Cap Growth Fund | 1,492,813 | 10,761 | ||||||
John Hancock Mid-Cap Fund | 7,446,503 | |||||||
American Beacon Small Cap Value Fund | 4,741,624 | (1,536,205 | ) | |||||
PIMCO All Asset | 736,170 | (307,138 | ) | |||||
BlackRock LifePath 2020 Portfolio Instl | 580,877 | (11,618 | ) | |||||
BlackRock LifePath 2030 Portfolio Instl | 935,021 | (256,898 | ) | |||||
BlackRock LifePath 2040 Portfolio Instl | 3,924,120 | (1,292,659 | ) | |||||
BlackRock LifePath 2050 Portfolio Instl | 2,277,732 | (811,399 | ) | |||||
Black Rock LifePath Ret Portfolio Instl | 289,683 | 55,356 | ||||||
Self-directed account | 1,794,322 | 592,912 | ||||||
Common stock — CHRW common stock* | (4,881,772 | ) | (8,382,036 | ) | ||||
Net appreciation (depreciation) in fair value of investments | $ | 45,882,516 | $ | (16,919,029 | ) | |||
* Known party-in-interest. | ||||||||
** Formerly known as the RiverSource Trust Core Balanced Fund II | ||||||||
Net appreciation (depreciation) in the fair value of investments includes interest income from the stable value fund.
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5. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Certain Plan investments are managed by Wells Fargo. Wells Fargo was the trustee during the period as defined by the Plan. These transactions qualify as exempt party-in-interest transactions.
The Plan also holds 989,816 shares and 951,987 shares in the Company's common stock as of December 31, 2012 and 2011, respectively. In addition, the Plan recorded $1,646,377 and $1,256,623 in dividend income from the investment in the Company's common stock as of December 31, 2012 and 2011, respectively.
6. | PLAN TERMINATION |
Although it has not expressed any intention to do so, the Company reserves the right to terminate the Plan at any time, subject to the Plan's provisions and ERISA regulations. In the event that the Plan is terminated, each participant shall become fully vested and shall be entitled to a benefit equal to the value of his or her account.
7. | FEDERAL INCOME TAX STATUS |
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated July 30, 2010, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Company and Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
8. | RECONCILIATION OF FINANCIAL STATEMETNS TO FORM 5500 |
For the years ended December 31, 2011 and 2011, the following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
2012 | 2011 | |||||||
Total net assets available for benefits per the financial statements | $ | 541,659,525 | $ | 464,286,103 | ||||
Deemed distribution loans | — | (4,189 | ) | |||||
Total net assets available for benefits per the Form 5500 | $ | 541,659,525 | $ | 464,281,914 | ||||
For the year ended December 31, 2012, the following is a reconciliation of distributions to participants per the financial statements to the Form 5500:
Total net income per the financial statements | $ | 77,373,422 | |
Deemed distribution loans | 4,189 | ||
Total net income per the Form 5500 | $ | 77,377,611 | |
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SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500
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ROBINSON COMPANIES RETIREMENT PLAN
Employer ID No: 41-0680048
Plan Number: 001
SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2012
Current | ||||
Description | Value | |||
Common collective trusts: | ||||
RiverSource Trust Income Fund II (2) (3) | $ | 48,122,895 | ||
RiverSource Trust Core Balanced Fund adjustment to contract value | (834,110 | ) | ||
Columbia Trust Balanced Fund II | 26,518,795 | |||
Wells Fargo Equity Index G (2) | 67,688,928 | |||
Registered investment companies: | ||||
American Beacon Small Cap Value Fund | 36,734,944 | |||
BlackRock Small Cap Growth Fund | 17,266,267 | |||
Times Square Mid Cap Growth Fund | 20,239,170 | |||
MFS Institutional International Equity Fund | 62,319,920 | |||
Tweedy Brown Global Fund | 1,249,005 | |||
John Hancock Mid-Cap Fund | 49,445,324 | |||
Pimco All Asset Fund | 12,864,209 | |||
BlackRock LifePath 2020 Portfolio Instl | 8,064,252 | |||
BlackRock LifePath 2030 Portfolio Instl | 15,323,767 | |||
BlackRock LifePath 2040 Portfolio Instl | 38,726,750 | |||
BlackRock LifePath 2050 Portfolio Instl | 24,531,877 | |||
Black Rock LifePath Ret Portfolio Instl | 4,586,556 | |||
Common stock — CHRW common stock (2) | 63,930,672 | |||
Self-directed account | 22,379,011 | |||
Participant loans (2) (interest rates range from 3.25% to 8.25% and maturity dates range from 2013 to 2020) | 14,592,117 | |||
TOTAL | $ | 533,750,349 | ||
(1) Cost is not required for participant directed investments.
(2) Known party-in-interest.
(3) Fund is at fair value
See accompanying Report of Independent Registered Public Accounting Firm
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EXHIBIT INDEX
Exhibit No. | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ROBINSON COMPANIES RETIREMENT PLAN | |||||
By: | C.H. ROBINSON WORLDWIDE, INC. the Principal Sponsor | ||||
By: | /s/Troy A. Renner | ||||
Troy A. Renner | |||||
Treasurer | |||||
Date: June 28, 2013
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