C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2018 vs FY2017

The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of our customers, interest rate fluctuations, [added: currency fluctuations,] and other economic factors beyond our control.

| • | Decrease in volumes: A reduction in overall freight volumes in the marketplace reduces our opportunities for growth. A significant portion of our freight [removed: is] [added: are] transactional or “spot” market opportunities. The transactional market may be more impacted than the freight market by overall economic conditions. In addition, if a downturn in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, paper, [added: ecommerce,] or printing industries, our operating results could be adversely affected. |

| • | Expense management: We may not be able to appropriately adjust our expenses to changing market demands. [removed: Personnel expenses are our largest expense.] In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change in market demand. |

In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a [added: net] revenue loss.

Foreign currency fluctuations could result in currency [removed: translation] exchange gains or losses or could affect the book value of our assets and liabilities.

We manage our business on a decentralized basis through a network of offices throughout North America, Europe, Asia, [removed: Australia, New Zealand,] [added: Oceania,] and South America, supported by executives and shared and centralized services, with local management responsible for day-to-day operations, profitability, personnel decisions, the growth of the business, and adherence to applicable local laws.

Historically, [removed: operating] income [added: from operations] and earnings are lower in the first quarter than in the other three quarters.

Claims against us may exceed the amount of our insurance [removed: coverage,] [added: coverage] or may not be covered by insurance at all.

The supply and price of fresh produce is affected by weather and growing conditions (such as drought, [added: freeze,] insects, and disease) and other conditions over which we have no control.

While we are insured for up to [removed: $201] [added: $200] million for product liability claims subject to a [removed: $250,000] [added: $500,000] per incident deductible, settlement of class action claims is often costly, and we cannot guarantee that our liability coverage will be adequate and will continue to be available.

We are also subject to regulation by the [removed: Federal Maritime Commission] [added: FMC] as an ocean freight forwarder and a NVOCC, and we maintain separate bonds and licenses for each.

We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the [removed: International Air Transport Association] [added: IATA] and federal regulations issued by the [removed: Transportation Security Administration.][added: TSA.]

We provide customs brokerage services as a customs broker under a license issued by the Bureau of U.S. Customs and Border [removed: Protection.][added: Protection and other authoritative governmental agencies.]

We source fresh produce under a license issued by the [removed: U.S. Department of Agriculture.][added: USDA as required by PACA.]

Our top 100 customers comprise approximately [removed: 35] [added: 33] percent of our consolidated total revenues and 23 percent of consolidated net revenues.

The sudden loss of many of our major [removed: clients] [added: customers] could materially and adversely affect our operating results.

In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a net revenue loss.

Changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate could increase our borrowing costs.

A substantial portion of our borrowing capacity bears interest at a variable rate based on LIBOR.

In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, stated that they will plan for a phase out of regulatory oversight of LIBOR interest rates indices.

The FCA has indicated they will support the LIBOR indices through 2021, to allow for an orderly transition to an alternative reference rate.

The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as its recommended alternative to LIBOR, and the Federal Reserve Bank of New York began publishing SOFR rates in April 2018.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.

We are evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, including the possibility of SOFR as the dominant replacement.

The market transition away from LIBOR and towards SOFR is expected to be gradual and complicated, including the development of term and credit adjustments to accommodate differences between LIBOR and SOFR.

Introduction of an alternative rate also may introduce additional basis risk for market participants as an alternative index is utilized along with LIBOR.

There can be no guarantee that SOFR will become widely used and that alternatives may or may not be developed with additional complications.

We are not able to predict whether LIBOR will cease to be available after 2021, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the impact of such a possible transition to SOFR may be on our business, financial condition, and results of operations.

Our results did not follow this pattern in 2017 due primarily to changing transportation costs and customer pricing in the second half of the year.

[added: Transportation and Logistics Services \-] As a third party logistics provider, [removed: we enter into contractual] [added: our primary performance obligation under our customer contracts is to utilize our] relationships with a wide variety of transportation [removed: companies, and utilize those relationships] [added: companies] to efficiently and [removed: cost effectively] [added: cost-effectively] transport our customers’ freight.

[removed: Our reportable segments are North American Surface Transportation (“NAST”),] [added: | | NAST | | | |] Global [removed: Forwarding,] [added: Forwarding | | | |] Robinson [removed: Fresh, and] [added: Fresh | | | |] All Other and [removed: Corporate.][added: Corporate | | | | Eliminations | | | | Consolidated | | |]

[removed: Our] [added: We believe] net revenues are [removed: the primary indicator] [added: a useful measure] of our ability to source, add value, and sell services and products that are provided by third parties, and we consider [removed: them] [added: net revenues] to be our primary performance measurement.

Accordingly, the discussion of our results of operations [removed: below] [added: often] focuses on the [removed: changes] [added: change] in our net revenues.

The following table summarizes our total revenues [removed: by service line] (dollars in thousands):

| For the years ended December 31, | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | Change | | | [removed: 2015] [added: 2016] | | | | Change | |

| Transportation | $ | [removed: 13,502,906] [added: 15,515,921] | | | $ | [removed: 11,704,745] [added: 13,502,906] | | | [removed: 15.4] [added: 14.9] | % | | $ | [removed: 11,989,780] [added: 11,704,745] | | | [removed: (2.4] [added: 15.4] | [removed: )%] [added: %] |

| Sourcing | [removed: 1,366,474] [added: 1,115,251] | | | | [removed: 1,439,668] [added: 1,366,474] | | | | [removed: (5.1] [added: (18.4] | )% | | [removed: 1,486,304] [added: 1,439,668] | | | | [removed: (3.1] [added: (5.1] | )% |

| Total | $ | [removed: 14,869,380] [added: 16,631,172] | | | $ | [removed: 13,144,413] [added: 14,869,380] | | | [removed: 13.1] [added: 11.8] | % | | $ | [removed: 13,476,084] [added: 13,144,413] | | | [removed: (2.5] [added: 13.1] | [removed: )%] [added: %] |

The following table illustrates our net revenue margins by [removed: service line:][added: services and products:]

| For the years ended December 31, | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | |

| Transportation | [removed: 16.6] [added: 16.7] | % | | [removed: 18.4] [added: 16.6] | % | | [removed: 17.9] [added: 18.4] | % |

| Sourcing | [removed: 9.0] [added: 10.0] | % | | [removed: 8.5] [added: 9.0] | % | | [removed: 8.1] [added: 8.5] | % |

| Total | [removed: 15.9] [added: 16.3] | % | | [removed: 17.3] [added: 15.9] | % | | [removed: 16.8] [added: 17.3] | % |

The following table summarizes our net revenues by service [removed: line (dollars in thousands):][added: line.]

| Truckload | $ | [removed: 1,229,999] [added: 1,445,916] | | | $ | [removed: 1,257,191] [added: 1,229,999] | | | [removed: (2.2] [added: 17.6] | [removed: )%] [added: %] | | $ | [removed: 1,316,533] [added: 1,257,191] | | | [removed: (4.5] [added: (2.2] | )% |

| LTL (1) | [removed: 407,012] [added: 471,275] | | | | [removed: 381,817] [added: 407,012] | | | | [removed: 6.6] [added: 15.8] | % | | [removed: 360,706] [added: 381,817] | | | | [removed: 5.9] [added: 6.6] | % |

| Intermodal | [removed: 29,145] [added: 32,469] | | | | [removed: 33,482] [added: 29,145] | | | | [removed: (13.0] [added: 11.4] | [removed: )%] [added: %] | | [removed: 41,054] [added: 33,482] | | | | [removed: (18.4] [added: (13.0] | )% |

| Ocean | [removed: 290,630] [added: 312,952] | | | | [removed: 244,276] [added: 290,630] | | | | [removed: 19.0] [added: 7.7] | % | | [removed: 223,643] [added: 244,276] | | | | [removed: 9.2] [added: 19.0] | % |

| Air | [removed: 100,761] [added: 120,540] | | | | [removed: 82,167] [added: 100,761] | | | | [removed: 22.6] [added: 19.6] | % | | [removed: 79,096] [added: 82,167] | | | | [removed: 3.9] [added: 22.6] | % |

| Customs | [removed: 70,952] [added: 88,515] | | | | [removed: 50,509] [added: 70,952] | | | | [removed: 40.5] [added: 24.8] | % | | [removed: 43,929] [added: 50,509] | | | | [removed: 15.0] [added: 40.5] | % |

| Other Logistics Services | [removed: 117,117] [added: 122,077] | | | | [removed: 105,369] [added: 117,117] | | | | [removed: 11.1] [added: 4.2] | % | | [removed: 82,548] [added: 105,369] | | | | [removed: 27.6] [added: 11.1] | % |

| Total Transportation | [removed: 2,245,616] [added: 2,593,744] | | | | [removed: 2,154,811] [added: 2,245,616] | | | | [removed: 4.2] [added: 15.5] | % | | [removed: 2,147,509] [added: 2,154,811] | | | | [removed: 0.3] [added: 4.2] | % |

| Sourcing | [removed: 122,434] [added: 111,491] | | | | [removed: 122,717] [added: 122,434] | | | | [removed: (0.2] [added: (8.9] | )% | | [removed: 120,971] [added: 122,717] | | | | [removed: 1.4] [added: (0.2] | [removed: %] [added: )%] |

| Total | $ | [removed: 2,368,050] [added: 2,705,235] | | | $ | [removed: 2,277,528] [added: 2,368,050] | | | [removed: 4.0] [added: 14.2] | % | | $ | [removed: 2,268,480] [added: 2,277,528] | | | [removed: 0.4] [added: 4.0] | % |

| Personnel expenses | [removed: 49.8] [added: 49.7] | % | | [removed: 46.8] [added: 49.8] | % | | [removed: 46.3] [added: 46.8] | % |

| Other selling, general, and administrative expenses | [removed: 17.5] [added: 16.6] | % | | [removed: 16.4] [added: 17.5] | % | | [removed: 15.8] [added: 16.4] | % |

| Total operating expenses | [removed: 67.3] [added: 66.3] | % | | [removed: 63.2] [added: 67.3] | % | | [removed: 62.2] [added: 63.2] | % |

| Income from operations | [removed: 32.7] [added: 33.7] | % | | [removed: 36.8] [added: 32.7] | % | | [removed: 37.8] [added: 36.8] | % |

| Interest and other [removed: expense] [added: expenses] | [removed: (2.0] [added: (1.2] | )% | | [removed: (1.1] [added: (2.0] | )% | | [removed: (1.6] [added: (1.1] | )% |

| Income before provision for income taxes | [removed: 30.8] [added: 32.5] | % | | [removed: 35.7] [added: 30.8] | % | | [removed: 36.3] [added: 35.7] | % |

| Provision for income taxes | [removed: 9.4] [added: 8.0] | % | | [removed: 13.1] [added: 9.4] | % | | [removed: 13.8] [added: 13.1] | % |

| Net income | [removed: 21.3] [added: 24.6] | % | | [removed: 22.5] [added: 21.3] | % | | 22.5 | % |

| [removed: Operating] Income [added: from operations] | 628,110 | | | | 91,842 | | | | 53,374 | | | | 1,793 | | | | — | | | | 775,119 | | |

| [removed: Operating] Income [added: from operations] | 674,436 | | | | 80,931 | | | | 75,757 | | | | 6,407 | | | | — | | | | 837,531 | | |

| [added: |] Twelve [removed: months ended] [added: Months Ended] December 31, [removed: 2015] | | | | | | | | | | | [removed: | | | | | | | | | | | | |]

[added: | | 2018 | | | |] 2017 [removed: COMPARED TO] [added: | | | |] 2016 [added: | | |]

[removed: Total transportation] [added: Transportation total] revenues increased 15.4 percent to $13.5 billion in 2017 from $11.7 billion in 2016.

This increase in transportation [added: total] revenues was driven by volume increases in all of our transportation services and increased customer pricing in most services.

[removed: Total sourcing] [added: Sourcing total] revenues decreased 5.1 percent to $1.37 billion in 2017 from $1.44 billion in 2016.

Our consolidated total revenues increased 11.8 percent to $16.6 billion in 2018 from $14.9 billion in 2017 due to an increase in transportation revenues driven by increased pricing in most of our transportation services, most notably truckload and LTL.

This increase was partially offset by a decrease in sourcing total revenues of $120.5 million as a result of our adoption of ASU 2014-09, Revenue from Contracts with Customers.

We achieved record levels of net revenues and income from operations driven by the strong performance of our NAST reportable segment.

Net revenues is a Non-GAAP financial measure defined below.

Net revenues increased 14.2 percent to $2.7 billion in 2018 from $2.4 billion in 2017.

Income from operations increased 17.7 percent to $912.1 million in 2018 from $775.1 million in 2017.

Our cash flow from operations increased 106.5 percent to $792.9 million in 2018 from $384.0 million in 2017 driven by the growth in income from operations and improved working capital performance.

The effective tax rate for 2018 was 24.5 percent compared to 30.7 percent in 2017 driven primarily by an $83.1 million benefit from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

Net revenues are a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.

The reconciliation of total revenues to net revenues is presented below (in thousands):

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| Revenues: | | | | | | | | | | | |

| Transportation | $ | 15,515,921 | | | $ | 13,502,906 | | | $ | 11,704,745 | |

| Sourcing | 1,115,251 | | | | 1,366,474 | | | | 1,439,668 | | |

| Total revenues | 16,631,172 | | | | 14,869,380 | | | | 13,144,413 | | |

| Costs and expenses: | | | | | | | | | | | |

| Purchased transportation and related services | 12,922,177 | | | | 11,257,290 | | | | 9,549,934 | | |

| Purchased products sourced for resale | 1,003,760 | | | | 1,244,040 | | | | 1,316,951 | | |

| Total costs and expenses | 13,925,937 | | | | 12,501,330 | | | | 10,866,885 | | |

| Net revenues | $ | 2,705,235 | | | $ | 2,368,050 | | | $ | 2,277,528 | |

The service line net revenues in the table differ from the segment service line revenues discussed below as our segments have revenues from multiple service lines (dollars in thousands):

| For the years ended December 31, | 2018 | | | | 2017 | | | | Change | | | 2016 | | | | Change | |

| For the years ended December 31, | 2018 | | | 2017 | | | 2016 | |

| Twelve months ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | $ | 11,247,900 | | | $ | 2,487,744 | | | $ | 2,268,900 | | | $ | 626,628 | | | $ | — | | | $ | 16,631,172 | |

| Intersegment revenues | 545,177 | | | | 48,343 | | | | 211,286 | | | | 20,951 | | | | (825,757 | | ) | | — | | |

| Total Revenues | 11,793,077 | | | | 2,536,087 | | | | 2,480,186 | | | | 647,579 | | | | (825,757 | | ) | | 16,631,172 | | |

| Net Revenues | 1,788,498 | | | | 543,906 | | | | 234,046 | | | | 138,785 | | | | — | | | | 2,705,235 | | |

| Income (loss) from operations | 773,846 | | | | 91,626 | | | | 59,735 | | | | (13,124 | | ) | | — | | | | 912,083 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | NAST | | | | Global Forwarding | | | | Robinson Fresh | | | | All Other and Corporate | | | | Eliminations | | | | Consolidated | | |

CONSOLIDATED RESULTS OF OPERATIONS – 2018 COMPARED TO 2017

Our consolidated total revenues increased 11.8 percent to $16.6 billion in 2018 from $14.9 billion in 2017.

Total transportation revenues increased 14.9 percent to $15.5 billion in 2018 from $13.5 billion in 2017.

This increase in transportation revenues was driven by increased pricing in most of our transportation services, most notably truckload and LTL.

Our company.

We are a global provider of transportation services and logistics solutions, operating through a network of offices in North America, Europe, Asia, Australia, New Zealand, and South America.

We have contractual relationships with approximately 73,000 active transportation companies in 2017, including motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers.

Depending on the needs of our customer and their supply chain requirements, we select and hire the appropriate transportation for each shipment.

Our model enables us to be flexible and provide solutions that optimize service for our customers.

In addition to transportation and logistics services, we also provide sourcing services.

Our sourcing business consists of buying, selling, and marketing fresh produce.

We purchase fresh produce through our network of produce suppliers and sell it to grocery retailers, restaurants, foodservice distributors, and produce wholesalers.

In some cases, we also arrange the transportation of the produce we sell through our relationships with specialized transportation companies.

Transportation revenues generated by Robinson Fresh are included in our transportation service line in the first two tables below, but are included in Robinson Fresh in the segment revenue table below.

The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses.

We group offices primarily by services they provide.

For financial information concerning our reportable segments and geographic regions, refer to Note 9 of our consolidated financial statements.

Our business model.

We are primarily a service company.

We add value and expertise in the procurement and execution of transportation and logistics, including sourcing of produce products for our customers.

We keep our business model as variable as possible to allow us to be flexible and adapt to changing economic and industry conditions.

We sell transportation services and produce to our customers with varied pricing arrangements.

Some prices are committed to for a period of time, subject to certain terms and conditions, and some prices are set on a spot market basis.

We buy most of our truckload transportation capacity and produce on a spot market basis.

Because of this, our net revenue per transaction tends to increase in times when there is excess supply and decrease in times when demand is strong relative to supply.

In 2017, changing market conditions continued to impact our results.

We had volume increases in all of our service lines, and experienced pricing and cost increases in nearly all of our service lines, which negatively impacted our margins.

Truckload margin compression was a challenge to our earnings per share during much of the year.

In August 2017, we acquired Milgram & Company Ltd. (“Milgram”), a provider of freight forwarding, customs brokerage, and surface transportation primarily in Canada.

Milgram operates primarily in our Global Forwarding segment.

In 2016, changing market conditions impacted our results.

We had volume increases in nearly all of our service lines, but also experienced pricing declines, which impacted our net revenue margins.

Truckload margin compression was a challenge to our earnings per share during the second half of the year.

In September 2016, we completed the acquisition of APC Logistics (“APC”), a privately held company based in Australia, for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio.

APC provides international freight forwarding and customs brokerage services in Australia and New Zealand.

APC operates in our Global Forwarding segment.

Fuel prices declined throughout 2015, which contributed to slower growth of our total revenues and an increase in our transportation net revenue margins.

In 2015, we completed the acquisition of Freightquote.com, Inc. (“Freightquote”), a privately held freight broker based in Kansas City, Missouri.

Freightquote provides services throughout North America.

The acquisition enhances and brings synergies to our LTL and truckload businesses, and expands our ecommerce capabilities.

Freightquote operates in our NAST segment.

We keep our personnel and other operating expenses as variable as possible.

Compensation is tied to productivity and performance.

Each office is responsible for its hiring and headcount decisions, based on the needs of their office and to balance personnel resources with business requirements.

We had [removed: $333.9] [added: $378.6] million of cash and cash equivalents on December 31, [removed: 2017.][added: 2018.]

We are a party to a credit agreement with various lenders consisting of a [removed: $900 million] [added: $1 billion] revolving loan facility.

Interest accrues on the [removed: revolving loan] [added: facility] at variable rates based on [added: 30-day] LIBOR [removed: or “prime”] plus [removed: the applicable add-on percentage as defined.][added: a margin.]

At December 31, [removed: 2017,] [added: 2018,] there was [removed: $715] [added: $5] million outstanding on the revolving loan.

At December 31, [removed: 2017,] [added: 2018,] there was $500 million outstanding on the notes.

We are a party to a [removed: receivables securitization facility] [added: Receivables Securitization Facility, as amended,] with various lenders that provides funding of up to $250 million.

At December 31, [removed: 2017,] [added: 2018,] there was $250 million outstanding on the securitization facility.

Interest accrues on the revolving loan at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin).

We issued Senior Notes through a public offering on April 9, 2018.

The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028.

Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $587.2 million as of December 31, 2018, based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was $591.6 million at December 31, 2018.

Foreign Exchange Risk

We operate through a network of offices in North America, Europe, Asia, Oceania, and South America.

As a result, we frequently transact using currencies other than the U.S. dollar, primarily the Chinese Yuan, Euro, Canadian dollar, and Mexican Peso.

This often results in assets and liabilities, including intercompany balances, denominated in a currency other than the local functional currency.

In these instances, most commonly, we have balances denominated in U.S. dollars in regions where the U.S. dollar is not the functional currency.

This results in foreign exchange risk.

Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. dollar compared to other currencies in which we transact.

All other things being equal, a hypothetical 10 percent weakening of the U.S. dollar during the twelve months ended December 31, 2018, would have a decrease to income from operations of approximately $32 million and a hypothetical 10 percent strengthening of the U.S. dollar during the twelve months ended December 31, 2018, would have an increase to income from operations of approximately $26 million.

Our use of derivative financial instruments to manage foreign exchange risk is insignificant.

Interest accrues on the facility at variable rates based on the asset-backed commercial paper rate or the 30-day LIBOR plus the applicable add-on percentage as defined therein.

Market risk arising from changes in foreign currency exchange rates are not material due to the size of our international operations.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest third party logistics companies in the world with consolidated total revenues of [removed: $14.9] [added: $16.6] billion in [removed: 2017.][added: 2018.]

During [removed: 2017,] [added: 2018,] we handled approximately [removed: 19] [added: 18] million shipments and worked with more than [removed: 120,000] [added: 124,000] customers.

We operate through a network of offices in North America, Europe, Asia, [removed: Australia, New Zealand,] [added: Oceania,] and South America.

For financial information concerning our reportable segments and geographic regions, refer to Note [removed: 9] [added: 9, Segment Reporting,] of our consolidated financial statements.

As a third party logistics provider, we enter into contractual relationships with a wide variety of transportation [removed: companies,] [added: companies] and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight.

We utilized approximately [removed: 73,000] [added: 76,000] contracted transportation companies, including motor carriers, railroads (primarily intermodal service providers), and air and ocean carriers in [removed: 2017.][added: 2018.]

Depending on the needs of our customer and their supply chain requirements, we select and hire the appropriate [added: mode of] transportation for each shipment.

As an integral part of our transportation services, we [added: may also] provide a wide range of value-added logistics services, such as freight consolidation, supply chain consulting and analysis, optimization, and reporting.

In addition to [removed: transportation,] [added: transportation and logistics services,] we provide sourcing services under the trade name Robinson Fresh® (“Robinson Fresh”).

[removed: It] [added: This] was our original business when we were founded in 1905.

[removed: The majority] [added: Most] of our global network operates on a single global technology platform called Navisphere® that is used to match customer needs with supplier capabilities, to collaborate with other offices, and to utilize centralized support resources to complete all facets of the transaction.

In September 2016, we completed the acquisition of APC Logistics (“APC”), a privately held company based in Australia, [removed: for the purpose of expanding] [added: to expand] our global presence and [removed: bringing] [added: bring] additional capabilities and expertise to our portfolio.

Net revenues are a [removed: Non-GAAP] [added: non-GAAP] financial measure calculated as total revenues less the [removed: cost] [added: total] of purchased transportation and related services and the cost of purchased products sourced for resale.

| | [added: 2018] | [added: | | |] 2017 | | | | 2016 | | | | 2015 | | | [added: | 2014 | | |]

We execute these service commitments by [removed: hiring] [added: investing in] and [removed: training people,] [added: retaining talented employees,] developing [added: cutting edge] proprietary systems and processes, and utilizing a network of contracted transportation providers, including, but not limited to, contract motor carriers, railroads, and air and ocean carriers.

We provide [removed: all of] the following transportation and logistics services:

| • | Truckload: Through our contracts with motor carriers, we have access to dry vans, temperature controlled vans, flatbeds, and bulk capacity. We [removed: help] [added: connect] our customers [removed: connect] with carriers who [removed: are interested] [added: specialize] in their [added: transportation] lanes and product types, and we help carriers [removed: find shipments to make effective use] [added: optimize the usage] of their equipment. |

| • | Less than Truckload: [removed: LTL] [added: (“LTL”)] transportation involves the shipment of single or multiple pallets of freight. We focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and [removed: our operating system,] [added: use of Navisphere,] we consolidate freight and freight information to provide our customers with a single source of information on their freight. In many instances, we will consolidate partial shipments for several customers into full truckloads. |

| • | Intermodal: Our intermodal transportation service is the shipment of freight in trailers or containers by a combination of truck and rail. We have intermodal marketing agreements with container owners and all Class 1 railroads in North America, and we arrange local pickup and delivery (known as drayage) through local contracted motor carriers. In addition, we own approximately 1,500 intermodal containers and lease approximately [removed: 1,700] [added: 1,100] containers. |

| • | Air: As a certified [removed: indirect air carrier (“Indirect] [added: Indirect] Air [removed: Carrier” or “IAC”)] [added: Carrier (“IAC”)] or freight forwarder, we organize air shipments and provide door-to-door service. |

| • | Customs: Our customs brokers are licensed and regulated by U.S. Customs and Border Protection [added: and other authoritative governmental agencies] to assist importers and exporters in meeting [removed: federal] [added: legal] requirements governing imports and exports. |

Customers communicate their freight needs, typically on [removed: a shipment-by-shipment] [added: an order-by-order] basis, to the C.H. Robinson team responsible for their account.

The team ensures that all [removed: appropriate] [added: necessary] information about each shipment is available in [removed: our proprietary operating system.][added: Navisphere.]

This information is entered by our [removed: employees,] [added: employees into Navisphere,] by the customer through our web tools, or received electronically [added: by Navisphere] from the customers’ systems.

We utilize the information from [removed: our operating system] [added: Navisphere] and other available sources to select the best [removed: available] [added: contracted] carrier based upon factors such as their service score, equipment availability, freight rates, and other relevant factors.

In the cases where we have agreed (either contractually or otherwise) to pay for claims for damage to freight while in transit, we pursue reimbursement from the [removed: contracted carrier for the claims.]

[removed: In some cases, our] [added: Our] services to the customer [removed: are] [added: may be] priced on a spot market, or [removed: transactional, basis.][added: transactional basis or prearranged contractual rates.]

Most of our [added: contractual] rate commitments are for one year or less and allow for renegotiation.

We purchase [removed: the majority] [added: most] of our truckload services from our contract truckload carriers on a spot market, or [removed: transactional,] [added: transactional] basis, even when we are working with the customer on a contractual basis.

[removed: In the course of] [added: While] providing day-to-day transportation services, our employees often identify opportunities for additional logistics services as they become more familiar with our customers’ daily operations and the nuances of our customers’ supply chains.

Many of these services are provided in connection with providing the transportation services [removed: and are not typically priced separately.][added: based on the nature of the customer relationship.]

[removed: As we] [added: We] have [removed: emphasized integrated logistics solutions,] [added: broadened] our [removed: relationships] [added: relationship] with many [added: of our] customers [removed: have broadened, and we have become a key provider to them by] [added: through an emphasis on integrated logistics solutions resulting in us] managing a greater portion of their supply chains.

We [removed: may] [added: often] serve our customers through specially created teams and through [removed: several] [added: multiple] locations.

Our transportation [added: and logistics] services are provided to numerous international [added: customers through our worldwide network.]

| Truckload | $ | [removed: 1,229,999] [added: 1,445,916] | | | $ | [removed: 1,257,191] [added: 1,229,999] | | | $ | [removed: 1,316,533] [added: 1,257,191] | | | $ | [removed: 1,190,372] [added: 1,316,533] | | | $ | [removed: 1,065,315] [added: 1,190,372] | |

| LTL | [removed: 407,012] [added: 471,275] | | | | [removed: 381,817] [added: 407,012] | | | | [removed: 360,706] [added: 381,817] | | | | [removed: 258,884] [added: 360,706] | | | | [removed: 239,477] [added: 258,884] | | |

| Intermodal | [removed: 29,145] [added: 32,469] | | | | [removed: 33,482] [added: 29,145] | | | | [removed: 41,054] [added: 33,482] | | | | [removed: 40,631] [added: 41,054] | | | | [removed: 39,084] [added: 40,631] | | |

| Ocean | [removed: 290,630] [added: 312,952] | | | | [removed: 244,276] [added: 290,630] | | | | [removed: 223,643] [added: 244,276] | | | | [removed: 208,422] [added: 223,643] | | | | [removed: 187,671] [added: 208,422] | | |

| Air | [removed: 100,761] [added: 120,540] | | | | [removed: 82,167] [added: 100,761] | | | | [removed: 79,096] [added: 82,167] | | | | [removed: 79,125] [added: 79,096] | | | | [removed: 73,089] [added: 79,125] | | |

| Customs | [removed: 70,952] [added: 88,515] | | | | [removed: 50,509] [added: 70,952] | | | | [removed: 43,929] [added: 50,509] | | | | [removed: 41,575] [added: 43,929] | | | | [removed: 36,578] [added: 41,575] | | |

contracted carrier for the claims.

Managed TMS combines the use of Navisphere, logistics process expertise, and consulting services in relation to the use of motor carriers chosen by our customers.

We have developed proprietary and complex pricing algorithms that guide our employees to establish competitive pricing to our customers and carriers based on the unique characteristics of each customers’ shipment.

Employees are generally specialized into roles on new customer sales opportunities, account managing existing customer relationships, managing carrier/supplier relationships for procuring capacity, or ongoing service and operations of shipments.

Our

Every United States and Canadian motor carrier with which we

We maintain a cyber liability insurance policy with coverage of $10 million to help protect us against losses that may result from a cyber-related security breach or similar event.

This policy has a retention of $1.0 million per incident.

| Robert C. Biesterfeld, Jr. | | 43 | | Chief Operating Officer |

| Michael W. Neill | | 48 | | Chief Technology Officer |

| Mac Pinkerton | | 45 | | President of NAST |

We announced that John intends to retire as President and Chief Executive Officer at our 2019 Annual Meeting of Stockholders and continue to serve as an executive officer and Chairman of the Board.

Biesterfeld, Jr. was named Chief Operating Officer in February 2018 and has been appointed to become President and Chief Executive Officer and nominated for election as a director, all to be effective at our 2019 Annual Meeting of Stockholders.

Michael W.

Neill was named Chief Technology Officer in June 2018.

Previous positions with the company include IT Director, Application Development from 2010 to 2018; IT Director, Infrastructure and Security from 2005 to 2010; and Software Development Manager from 2002 to 2004.

Prior to joining C.H. Robinson in 2002, Mike held IT management positions at ADC Telecommunications and Trans Consolidated Incorporated.

Mike also serves as an industry advisory board member to the University of Minnesota, Duluth, Computer Science Department.

Prior executive positions with the company include Vice President, Service Lines from July 2017 to December 2018 and Vice President, Transportation from October 2010 to June 2017.

Prior to his executive roles, Mac was General Manager in the Mobile, Alabama and Dallas, Texas offices.

Mac began his career with C.H. Robinson in 1997 as a transportation representative.

He holds a Bachelor of Science degree from Mississippi State University.

We are a service company.

On January 1, 2015, we acquired all of the outstanding stock of Freightquote.com, Inc. (“Freightquote”) for the purpose of enhancing our less than truckload (“LTL”) and truckload businesses and expanding our ecommerce capabilities.

Freightquote operates in our NAST segment.

We believe net revenues are a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider net revenues to be our primary performance measurement.

Accordingly, the discussion of our results of operations focuses on the changes in our net revenues.

The reconciliation of total revenues to net revenues is presented below (in thousands):

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | For the years ended December 31, | | | | | | | | | | |

| Revenues: | | | | | | | | | | | | |

| Transportation | | $ | 13,502,906 | | | $ | 11,704,745 | | | $ | 11,989,780 | |

| Sourcing | | 1,366,474 | | | | 1,439,668 | | | | 1,486,304 | | |

| Total revenues | | 14,869,380 | | | | 13,144,413 | | | | 13,476,084 | | |

| Costs and expenses: | | | | | | | | | | | | |

| Purchased transportation and related services | | 11,257,290 | | | | 9,549,934 | | | | 9,842,271 | | |

| Purchased products sourced for resale | | 1,244,040 | | | | 1,316,951 | | | | 1,365,333 | | |

| Total costs and expenses | | 12,501,330 | | | | 10,866,885 | | | | 11,207,604 | | |

| Net revenues | | $ | 2,368,050 | | | $ | 2,277,528 | | | $ | 2,268,480 | |

In a number of instances, we have contracts with the customer in which we agree to handle an estimated number of shipments, usually to specified destinations, such as from the customer’s plant to a distribution center.

Our commitments to handle the shipments are usually at pre-determined rates.

They are usually included as a part of the cost of transportation services provided by us, based on the nature of the customer relationship.

customers through our worldwide network.

See Note 9 to our 2017 consolidated financial statements included in Part II, Item 8 of this report for disclosure of our total revenues from domestic and foreign customers for the years ended December 31, 2017, 2016, and 2015 and our long-lived assets as of December 31, 2017, 2016, and 2015 in the United States and in foreign locations.

| | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |

We have continued to expand our services and diversify our business and have also made changes to align executive oversight to the business.

Robinson Fresh provides sourcing under the trade name Robinson Fresh.

Managed TMS combines a global transportation management system (“TMS”), logistics process expertise, and consulting services.

Shipments to be transported by truck are priced at the local level, and offices cooperate with each other to hire contract carriers to provide transportation.

Employees both sell to and service their customers.

We expect most new employees to start contributing in a matter of weeks.

| Robert C. Biesterfeld | | 42 | | President of North American Surface Transportation |

| James P. Lemke | | 50 | | President of Robinson Fresh |

| Chad M. Lindbloom | | 53 | | Chief Information Officer |

from the London School of Economics.

James P.

Lemke was named President of Robinson Fresh in January 2015.

Prior to that, he served as Senior Vice President from December 2007 to December 2014, having previously served as Vice President, Sourcing, since 2003.

Prior to that time, he served as the Vice President and Manager of C.H. Robinson’s Corporate Procurement and Distribution Services office.

Jim joined the company in 1989.

Jim holds a Bachelor of Arts degree in International Relations from the University of Minnesota.

[added: UNITED STATES] SECURITIES AND EXCHANGE COMMISSION

For the fiscal year ended December 31, [removed: 2017][added: 2018]

| Common Stock, par value [removed: $.10] [added: $0.10] per share | | The [removed: NASDAQ] [added: Nasdaq] Global Select Market |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Date File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 30, 2017] [added: 29, 2018,] was approximately [removed: $9,616,075,533] [added: $11,532,777,361] (based upon the closing price of [removed: $68.68] [added: $83.66] per common share on that date as quoted on The [removed: NASDAQ] [added: Nasdaq] Global Select Market).

As of February [removed: 22, 2018,] [added: 20, 2019,] the number of shares outstanding of the registrant’s common stock, par value [removed: $.10] [added: $0.10] per share, was [removed: 139,748,794.][added: 136,853,710.]

Portions of the Registrant’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 10, 2018] [added: 9, 2019] (the “Proxy Statement”), are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2017][added: 2018]

| Item 1. | [removed: [Business](#sAB95DB0222905CBEB0C121F6229FA398)] [added: [Business](#s67B9652D5952580784FBFF64AFF82F43)] | [removed: [3](#sAB95DB0222905CBEB0C121F6229FA398)] [added: [3](#s67B9652D5952580784FBFF64AFF82F43)] |

| Item 1A. | [Risk [removed: Factors](#sA86C06570E2951BF99860A9485AE94BB)] [added: Factors](#sEED8378159E455FCA1966E59F965242B)] | [removed: [14](#sA86C06570E2951BF99860A9485AE94BB)] [added: [14](#sEED8378159E455FCA1966E59F965242B)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sDA11A7964F01574B8119E14665AA726C)] [added: Comments](#s2A52D144C07E59E297ADD74E8AD3BF55)] | [removed: [18](#sDA11A7964F01574B8119E14665AA726C)] [added: [19](#s2A52D144C07E59E297ADD74E8AD3BF55)] |

| Item 2. | [removed: [Properties](#sA57182C06BD953DDBB3A084E4AEC5967)] [added: [Properties](#sE300A2AF596D56B8BB979F081AD3C0C8)] | [removed: [19](#sA57182C06BD953DDBB3A084E4AEC5967)] [added: [20](#sE300A2AF596D56B8BB979F081AD3C0C8)] |

| Item 3. | [Legal [removed: Proceedings](#s42F62C99C69852E2B743D03A13C3D45C)] [added: Proceedings](#s568116D0C3E650D9B7AABF678CC347FB)] | [removed: [20](#s42F62C99C69852E2B743D03A13C3D45C)] [added: [21](#s568116D0C3E650D9B7AABF678CC347FB)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sBF2ADD3B68DB5225A4453D61CF869E30)] [added: Disclosures](#s81C0EC76145F54229AE969AAE8DFDF52)] | [removed: [20](#sBF2ADD3B68DB5225A4453D61CF869E30)] [added: [21](#s81C0EC76145F54229AE969AAE8DFDF52)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sBC13A67BB8245A1C8E2275B68D8F4052)] [added: Securities](#s2890200DC2205BA6ADC3F7248118F393)] | [removed: [21](#sBC13A67BB8245A1C8E2275B68D8F4052)] [added: [22](#s2890200DC2205BA6ADC3F7248118F393)] |

| Item 6. | [Selected Financial [removed: Data](#s25B05C532FCC52E68F0B8B0CE4ABEB5B)] [added: Data](#s64190430391D59FA9DC2921737678355)] | [removed: [23](#s25B05C532FCC52E68F0B8B0CE4ABEB5B)] [added: [24](#s64190430391D59FA9DC2921737678355)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s4D449318C7C95FC3B515810DA99C531B)] [added: Operations](#sC92BAD13B01C5F4CBE561E0038A7E4EF)] | [removed: [24](#s4D449318C7C95FC3B515810DA99C531B)] [added: [25](#sC92BAD13B01C5F4CBE561E0038A7E4EF)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s1A64C06661F45B20BD6E8868F00E1F35)] [added: Risk](#sD7B3456D96A85F8A9B65FB5EE0803A32)] | [removed: [35](#s1A64C06661F45B20BD6E8868F00E1F35)] [added: [35](#sD7B3456D96A85F8A9B65FB5EE0803A32)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sC9ECBD8E1CB25BB28764BB06AE5E6802)] [added: Data](#s6853751189BD58619D069A30CE4D51EC)] | [removed: [36](#sC9ECBD8E1CB25BB28764BB06AE5E6802)] [added: [37](#s6853751189BD58619D069A30CE4D51EC)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s2D81ED978FE256B088A4FE2CEE9617D7)] [added: Disclosure](#s1716FCDE01BC552C9B1AA9111D78EE5F)] | [removed: [64](#s2D81ED978FE256B088A4FE2CEE9617D7)] [added: [66](#s1716FCDE01BC552C9B1AA9111D78EE5F)] |

| Item 9A. | [Controls and [removed: Procedures](#sE4BE46CF8D465B0580DC94FC05D7B8E4)] [added: Procedures](#s14CDEEA950A3535090CD70A65A2B3FDE)] | [removed: [64](#sE4BE46CF8D465B0580DC94FC05D7B8E4)] [added: [66](#s14CDEEA950A3535090CD70A65A2B3FDE)] |

| Item 9B. | [Other [removed: Information](#s1FE1430CA09455A49DB696E32A030F40)] [added: Information](#s3A1C718E82FA5E968A2A6F27E7E737DE)] | [removed: [64](#s1FE1430CA09455A49DB696E32A030F40)] [added: [66](#s3A1C718E82FA5E968A2A6F27E7E737DE)] |

| Item 10. | [Directors, Executive Officers, and Corporate [removed: Governance](#s7865A94E3BBA53B09DEBACBA5F8045EE)] [added: Governance](#s1F469B91C1635061A02CE3F688E70DB0)] | [removed: [65](#s7865A94E3BBA53B09DEBACBA5F8045EE)] [added: [67](#s1F469B91C1635061A02CE3F688E70DB0)] |

| Item 11. | [Executive [removed: Compensation](#s278B83C4E60052EE9888D979512EC6F3)] [added: Compensation](#s299C9E04B66E5ADCBD437C54FF1D026D)] | [removed: [65](#s278B83C4E60052EE9888D979512EC6F3)] [added: [67](#s299C9E04B66E5ADCBD437C54FF1D026D)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s685E063F0F4F58DA8E7F5B102CE1BB8E)] [added: Matters](#s27E2DEAE51D05F728D139563AAF6B5CA)] | [removed: [65](#s685E063F0F4F58DA8E7F5B102CE1BB8E)] [added: [67](#s27E2DEAE51D05F728D139563AAF6B5CA)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s70DB9FC4BFB251FABF545F778E0D81B1)] [added: Independence](#sA0E6E3B64D0D5CC1B65E231BE6470F58)] | [removed: [65](#s70DB9FC4BFB251FABF545F778E0D81B1)] [added: [67](#sA0E6E3B64D0D5CC1B65E231BE6470F58)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sBBBB463D7610509ABAAD930FFCA272EA)] [added: Services](#sC0504C05F52B5085BD663E0F49FD9F39)] | [removed: [66](#sBBBB463D7610509ABAAD930FFCA272EA)] [added: [68](#sC0504C05F52B5085BD663E0F49FD9F39)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sD24545014BE0586696A9916242827B7A)] [added: Schedules](#sB7C8E6F036B45204979F4AC4F906926E)] | [removed: [66](#sD24545014BE0586696A9916242827B7A)] [added: [68](#sB7C8E6F036B45204979F4AC4F906926E)] |

10-K 1 chrw10-k2018.htm 10-K

| Item 16. | [Form 10-K Summary](#s58f8b72b3cec4d97b82b668af8685d67) | [70](#s58f8b72b3cec4d97b82b668af8685d67) |

| | [Signatures](#s6F38762C608B532F8D0D07EFD1650C2B) | [71](#s6F38762C608B532F8D0D07EFD1650C2B) |

10-K 1 chrw-10k2017.htm 10-K

UNITED STATES

(Check one)

| | [Signatures](#sB42B5716803E5AF892B9AC128542968A) | [69](#sB42B5716803E5AF892B9AC128542968A) |

| Chicago, IL | [removed: 48,000] [added: 57,000] | |

| Amsterdam, Netherlands | [removed: 37,000] [added: 25,000] | |

We also own or lease warehouses totaling approximately [removed: 1.5] [added: 1.4] million square feet of space in [removed: nearly 40] [added: over 30] cities around the world.

| Miramar, FL | [removed: 67,000] [added: 55,000] | |

| Chicago, IL | 207,000 | |

| Montreal, Canada | 35,000 | |

| East Midlands, Great Britain | 64,000 | |

| Atlanta, GA | 40,000 | |

| Miami, FL | 25,200 | |

| Atlanta, GA | 95,000 | |

| Bydgoszcz, Poland | 52,000 | |

We have entered into a lease for a building to be built in Chicago, Illinois, with a substantial completion date in 2018.

The lease of approximately 200,000 square feet will replace certain current space in Chicago that we own.

Our common stock began trading on The [removed: NASDAQ] [added: Nasdaq] National Market [removed: under the symbol “CHRW”] on October 15, 1997, and currently trades on the [removed: NASDAQ] [added: Nasdaq] Global Select [removed: Market.][added: Market under the symbol “CHRW”.]

On February [removed: 22, 2018,] [added: 20, 2019,] the closing sales price per share of our common stock as quoted on the [removed: NASDAQ] [added: Nasdaq] Global Select Market was [removed: $90.09] [added: $92.02] per share.

On February [removed: 22, 2018,] [added: 20, 2019,] there were approximately [removed: 140] [added: 136] holders of record and approximately [removed: 79,442] [added: 128,401] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2017:][added: 2018:]

| | Total Number of Shares Purchased (a) | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (a)] [added: (1)] | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs [removed: (b)] [added: (2)] | |

[removed: (a)] [added: (1)] The total number of shares purchased includes: (i) [removed: 662,144] [added: 1,087,185] shares of common stock purchased under the authorization described below; and (ii) [removed: 10,257] [added: 7,239] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

[removed: (b)] [added: (2)] In [removed: August 2013,] [added: May 2018,] the Board of Directors increased the number of shares authorized to be repurchased by 15,000,000 shares.

As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 1,992,157] [added: 13,673,080] shares remaining for future repurchases under this authorization.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, [removed: 2012,] [added: 2013] to December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| | [removed: 2012 | | | |] 2013 | | | [added: |] 2014 | | | 2015 | | | 2016 | | | 2017 | | [added: | 2018 | |]

| October 2018 | 500,568 | | | $ | 92.66 | | | 496,579 | | | 14,263,686 | |

| November 2018 | 257,629 | | | 89.99 | | | | 256,690 | | | 14,006,996 | |

| December 2018 | 336,227 | | | 85.34 | | | | 333,916 | | | 13,673,080 | |

| Fourth quarter 2018 | 1,094,424 | | | $ | 89.78 | | | 1,087,185 | | | 13,673,080 | |

| C.H. Robinson Worldwide, Inc. | $ | 100.00 | | | 131.34 | | | 111.35 | | | 134.73 | | | 167.77 | | | 161.71 | |

| S&P 500 | $ | 100.00 | | | 113.69 | | | 115.26 | | | 129.05 | | | 157.22 | | | 150.33 | |

| S&P Midcap 400 | $ | 100.00 | | | 109.77 | | | 107.38 | | | 129.65 | | | 150.71 | | | 134.01 | |

| Nasdaq Transportation | $ | 100.00 | | | 144.06 | | | 124.46 | | | 149.57 | | | 185.07 | | | 169.26 | |

Quarterly market information can be found in Part II, Item 8.

Financial Statements and Supplementary Data, Note 12.

We declared quarterly dividends during 2016 aggregating to $1.74 per share and quarterly dividends during 2017 aggregating to $1.81 per share.

We have declared a quarterly dividend of $0.46 per share payable to shareholders of record as of March 2, 2018, payable on March 30, 2018.

| October 1, 2017-October 31, 2017 | 573,266 | | | $ | 77.49 | | | 567,793 | | | 2,086,508 | |

| November 1, 2017-November 30, 2017 | 41,124 | | | 80.30 | | | | 37,307 | | | 2,049,201 | |

| December 1, 2017-December 31, 2017 | 58,011 | | | 87.60 | | | | 57,044 | | | 1,992,157 | |

| Fourth quarter 2017 | 672,401 | | | $ | 78.53 | | | 662,144 | | | 1,992,157 | |

| C.H. Robinson Worldwide, Inc. | $ | 100.00 | | | 94.59 | | | 124.24 | | | 105.33 | | | 127.44 | | | 158.69 | |

| S&P 500 | $ | 100.00 | | | 132.39 | | | 150.51 | | | 152.59 | | | 170.84 | | | 208.14 | |

| S&P Midcap 400 | $ | 100.00 | | | 133.50 | | | 146.54 | | | 143.35 | | | 173.08 | | | 201.20 | |

| NASDAQ Transportation | $ | 100.00 | | | 133.76 | | | 187.65 | | | 162.30 | | | 193.79 | | | 248.92 | |

| Year Ended December 31, | [removed: 2017] [added: 2018(1)] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenues | $ | [removed: 14,869,380] [added: 16,631,172] | | | $ | [removed: 13,144,413] [added: 14,869,380] | | | $ | [removed: 13,476,084] [added: 13,144,413] | | | $ | [removed: 13,470,067] [added: 13,476,084] | | | $ | [removed: 12,752,076] [added: 13,470,067] | |

| Net revenues | [removed: 2,368,050] [added: 2,705,235] | | | | [removed: 2,277,528] [added: 2,368,050] | | | | [removed: 2,268,480] [added: 2,277,528] | | | | [removed: 2,007,652] [added: 2,268,480] | | | | [removed: 1,836,095] [added: 2,007,652] | | |

| Income from operations | [removed: 775,119] [added: 912,083] | | | | [removed: 837,531] [added: 775,119] | | | | [removed: 858,310] [added: 837,531] | | | | [removed: 748,418] [added: 858,310] | | | | [removed: 682,650] [added: 748,418] | | |

| Net income | [removed: 504,893] [added: 664,505] | | | | [removed: 513,384] [added: 504,893] | | | | [removed: 509,699] [added: 513,384] | | | | [removed: 449,711] [added: 509,699] | | | | [removed: 415,904] [added: 449,711] | | |

| Basic | $ | [removed: 3.59] [added: 4.78] | | | $ | [removed: 3.60] [added: 3.59] | | | $ | [removed: 3.52] [added: 3.60] | | | $ | [removed: 3.06] [added: 3.52] | | | $ | [removed: 2.65] [added: 3.06] | |

| Diluted | $ | [removed: 3.57] [added: 4.73] | | | $ | [removed: 3.59] [added: 3.57] | | | $ | [removed: 3.51] [added: 3.59] | | | $ | [removed: 3.05] [added: 3.51] | | | $ | [removed: 2.65] [added: 3.05] | |

| Basic | [removed: 140,610] [added: 139,010] | | | | [removed: 142,706] [added: 140,610] | | | | [removed: 144,967] [added: 142,706] | | | | [removed: 147,202] [added: 144,967] | | | | [removed: 156,915] [added: 147,202] | | |

| Diluted | [removed: 141,382] [added: 140,405] | | | | [removed: 142,991] [added: 141,382] | | | | [removed: 145,349] [added: 142,991] | | | | [removed: 147,542] [added: 145,349] | | | | [removed: 157,080] [added: 147,542] | | |

| Dividends per share | $ | [removed: 1.81] [added: 1.88] | | | $ | [removed: 1.74] [added: 1.81] | | | $ | [removed: 1.57] [added: 1.74] | | | $ | [removed: 1.43] [added: 1.57] | | | $ | [removed: 1.40] [added: 1.43] | |

| Working capital | $ | [removed: 523,487] [added: 1,319,751] | | | $ | [removed: 162,384] [added: 523,487] | | | $ | [removed: 282,101] [added: 162,384] | | | $ | [removed: 529,599] [added: 282,101] | | | $ | [removed: 394,504] [added: 529,599] | |

| Total assets | [removed: 4,235,834] [added: 4,427,412] | | | | [removed: 3,687,758] [added: 4,235,834] | | | | [removed: 3,184,358] [added: 3,687,758] | | | | [removed: 3,214,338] [added: 3,184,358] | | | | [removed: 2,802,818] [added: 3,214,338] | | |

| Current portion of debt | [removed: 715,000] [added: 5,000] | | | | [removed: 740,000] [added: 715,000] | | | | [removed: 450,000] [added: 740,000] | | | | [removed: 605,000] [added: 450,000] | | | | [removed: 375,000] [added: 605,000] | | |

| Long-term [removed: notes payable] [added: debt] | [removed: 750,000] [added: 1,341,352] | | | | [removed: 500,000] [added: 750,000] | | | | 500,000 | | | | 500,000 | | | | 500,000 | | |

| [removed: Stockholders’] [added: Total stockholders’] investment | [removed: 1,425,745] [added: 1,595,087] | | | | [removed: 1,257,847] [added: 1,425,745] | | | | [removed: 1,150,450] [added: 1,257,847] | | | | [removed: 1,047,015] [added: 1,150,450] | | | | [removed: 939,724] [added: 1,047,015] | | |

| Employees | [removed: 15,074] [added: 15,262] | | | | [removed: 14,125] [added: 15,074] | | | | [removed: 13,159] [added: 14,125] | | | | [removed: 11,521] [added: 13,159] | | | | [removed: 11,676] [added: 11,521] | | |

(1) We adopted ASU 2014-09, Revenue from Contracts with Customers, in 2018 which impacted the presentation and timing of revenue recognition.

The comparative information for previous periods has not been restated and continues to be reported under the accounting standards in effect for those periods.

Refer to Note 10, Revenue Recognition, for further information.

[removed: The] [added: To the] Stockholders and the Board of Directors of [added: C.H. Robinson Worldwide, Inc.]

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

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2017 and 2016,] [added: 2018] and [added: 2017,] the related consolidated statements of operations and comprehensive income, stockholders’ investment, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 28, 2018,] [added: 25, 2019,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Such procedures included examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.

Our audits also included [removed: assessing] [added: evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

[removed: ][added: ]

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended December 31, [removed: 2017,] [added: 2018,] of the Company and our report dated February [removed: 28, 2018,] [added: 25, 2019,] expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

Because of [removed: the] [added: its] inherent [removed: limitations of] [added: limitations,] internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of [removed: the] effectiveness to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash [removed: equivalents | $] [added: equivalents, beginning of year] | 333,890 | | | [removed: $] | 247,666 | | [added: | | 168,229 | | |]

| Receivables, net of allowance for doubtful accounts of [removed: $42,409] [added: $41,131] and [removed: $39,543] [added: $42,409] | [removed: 2,113,930] [added: 2,162,438] | | | | [removed: 1,711,191] [added: 2,113,930] | | |

| Prepaid expenses and other | [removed: 63,116] [added: 52,386] | | | | [removed: 49,245] [added: 63,116] | | |

| Total current assets | [removed: 2,510,936] [added: 2,753,074] | | | | [removed: 2,008,102] [added: 2,510,936] | | |

| Property and equipment | [removed: 497,909] [added: 498,847] | | | | [removed: 450,045] [added: 497,909] | | |

| Accumulated depreciation and amortization | [removed: (267,583] [added: (270,546] | | ) | | [removed: (217,092] [added: (267,583] | | ) |

| Net property and equipment | [removed: 230,326] [added: 228,301] | | | | [removed: 232,953] [added: 230,326] | | |

| Goodwill | [removed: 1,275,816] [added: 1,258,922] | | | | [removed: 1,232,796] [added: 1,275,816] | | |

| Other intangible assets, net of accumulated amortization of [removed: $122,283] [added: $156,246] and [removed: $87,486] [added: $122,283] | [removed: 151,585] [added: 108,822] | | | | [removed: 167,525] [added: 151,585] | | |

| Deferred tax assets | [removed: 6,870] [added: 9,993] | | | | [removed: 2,250] [added: 6,870] | | |

| Other assets | [removed: 60,301] [added: 68,300] | | | | [removed: 44,132] [added: 60,301] | | |

| Total assets | $ | [removed: 4,235,834] [added: 4,427,412] | | | $ | [removed: 3,687,758] [added: 4,235,834] | |

| Accounts payable | $ | [removed: 1,000,305] [added: 971,023] | | | $ | [removed: 839,736] [added: 1,000,305] | |

| Outstanding checks | [removed: 96,359] [added: 92,084] | | | | [removed: 82,052] [added: 96,359] | | |

| Compensation | [removed: 105,316] [added: 153,626] | | | | [removed: 98,107] [added: 105,316] | | |

| Income taxes | [removed: 12,240] [added: 28,360] | | | | [removed: 15,472] [added: 12,240] | | |

| Other accrued liabilities | [removed: 58,229] [added: 63,410] | | | | [removed: 70,351] [added: 58,229] | | |

| Current portion of debt | [removed: 715,000] [added: 5,000] | | | | [removed: 740,000] [added: 715,000] | | |

| Total current liabilities | [removed: 1,987,449] [added: 1,433,323] | | | | [removed: 1,845,718] [added: 1,987,449] | | |

| Long-term debt | [removed: 750,000] [added: 1,341,352] | | | | [removed: 500,000] [added: 750,000] | | |

| Noncurrent income taxes payable | [removed: 26,684] [added: 21,463] | | | | [removed: 18,849] [added: 26,684] | | |

| Deferred tax liabilities | [removed: 45,355] [added: 35,757] | | | | [removed: 65,122] [added: 45,355] | | |

| Other long-term liabilities | [removed: 601] [added: 430] | | | | [removed: 222] [added: 601] | | |

| Total liabilities | [removed: 2,810,089] [added: 2,832,325] | | | | [removed: 2,429,911] [added: 2,810,089] | | |

| Preferred stock, [removed: $.10] [added: $0.10] par value, 20,000 shares authorized; no shares issued or outstanding | — | | | | — | | |

February 25, 2019


February 25, 2019

| | 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | 378,615 | | | $ | 333,890 | |

| Contract assets | 159,635 | | | | — | | |

| Transportation expense | 119,820 | | | | — | | |

| Net income | | | | | | | | | | | | 664,505 | | | | | | | | | | | | 664,505 | | |

| Cumulative Effect Change - ASU 2014-09 | | | | | | | | | | | | 9,239 | | | | | | | | | | | | 9,239 | | |

| Repurchase of common stock | (3,319 | ) | | (332 | | ) | | | | | | | | | | | | | | (303,160 | | ) | | (303,492 | | ) |

| Balance December 31, 2018 | 137,284 | | | $ | 13,728 | | | $ | 521,486 | | | $ | 3,845,593 | | | $ | (71,935 | ) | | $ | (2,713,785 | ) | | $ | 1,595,087 | |

| Contract assets | (11,871 | | ) | | — | | | | — | | |

| Accrued transportation expense | 25,175 | | | | — | | | | — | | |

At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers.

We have determined that the following distinct goods and services represent our primary performance obligations.

Transportation and Logistics Services \- As a third party logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight.

Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period.

The transit period can vary based upon the method of transport, generally a couple days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.

Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized.

When the customers’ freight reaches its intended destination our performance obligation is complete.

Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.

We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services.

These services may include one or more performance obligations which are generally satisfied over the service period as we perform our obligations.

The service period may be a very short duration, in the case of customs brokerage and small parcel, or it may be longer in the case of warehousing, managed services and supply chain consulting and optimization services.

Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period.

Payment is typically due within 30 days upon completion of our performance obligation.

Sourcing Services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh.

Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items.

Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer.

Pricing under these contracts is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.

In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market.

These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services.

The contract period is typically less than one year.

Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation.

Substantially all of our revenue is attributable to contracts with our customers.

In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service.

Additionally, in our sourcing business, in some

cases we take inventory risk before the specified good has been transferred to our customer.

CONTRACT ASSETS.

Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer.

February 28, 2018

To the Stockholders and the Board of Directors of

| Balance December 31, 2014 | 146,458 | | | $ | 14,646 | | | $ | 321,968 | | | $ | 2,648,539 | | | $ | (28,610 | ) | | $ | (1,909,528 | ) | | $ | 1,047,015 | |

| Net income | | | | | | | | | | | | 509,699 | | | | | | | | | | | | 509,699 | | |

| Repurchase of common stock | (3,421 | ) | | (342 | | ) | | | | | | | | | | | | | | (231,771 | | ) | | (232,113 | | ) |

| Restricted cash | — | | | | — | | | | 359,388 | | |

| Excess tax benefit on stock-based compensation | — | | | | 18,462 | | | | 8,548 | | |

| Cash and cash equivalents, beginning of year | 247,666 | | | | 168,229 | | | | 128,940 | | |

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.

In these transactions, we are the primary obligor, we have credit risk, 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.

The resulting translation adjustment is recorded net of tax as a separate component of comprehensive income in our statements of operations and comprehensive income in 2015.

Cash and cash equivalents consist of bank deposits.

| 2015 | | 32,412 | | |

See Note 2.

| 2015 | | 9,624 | | |

COMPREHENSIVE INCOME.

Our only component of other comprehensive income is foreign currency translation adjustment.

| December 31, 2015 balance | | $ | 815,639 | | | $ | 142,993 | | | $ | 125,469 | | | $ | 24,236 | | | $ | 1,108,337 | |

| Acquisitions | | 97,727 | | | | 17,133 | | | | 15,033 | | | | 2,904 | | | | 132,797 | | |

| Translation | | (6,136 | | ) | | (1,076 | | ) | | (944 | | ) | | (182 | | ) | | (8,338 | | ) |

Refer to Critical Accounting Policies and Estimates.

| | | | |

| --- | --- | --- | --- |

| 2015 | 24,373 | | |

| 2018 | $ | 7,820 | | | $ | 29,297 | | | $ | — | | | $ | 41 | | | $ | 37,158 | |

| 2019 | 7,820 | | | | 29,297 | | | | — | | | | — | | | | 37,117 | | |

| 2020 | 260 | | | | 26,593 | | | | — | | | | — | | | | 26,853 | | |

| 2021 | 260 | | | | 13,072 | | | | — | | | | — | | | | 13,332 | | |

| 2022 | 260 | | | | 13,072 | | | | — | | | | — | | | | 13,332 | | |

| Thereafter | 480 | | | | 12,838 | | | | — | | | | — | | | | 13,318 | | |

| Total | | | | | | | | | | | | | | | | | $ | 141,110 | |

On October 29, 2012, we entered into a senior unsecured revolving credit facility for up to $500 million with a $500 million accordion feature (the “Credit Agreement”), with a syndicate of financial institutions led by U.S. Bank.

This facility allows us to continue to fund working capital, capital expenditures, dividends, and share repurchases.

As of December 31, 2017 and 2016, we had $715 million and $740 million in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the consolidated balance sheets.

At December 31, 2017, we had borrowing availability of $185 million.

The weighted average interest rate incurred on borrowings during 2017 was approximately 2.2 percent and at December 31, 2017, was approximately 2.7 percent.

The weighted average interest rate incurred on borrowings during 2016 was approximately 1.5 percent and at December 31, 2016, was approximately 1.9 percent.

The Credit Agreement contains various restrictions and covenants.

As of December 31, [removed: 2017,] [added: 2018,] under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, [removed: 2017] [added: 2018,] were effective.

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 as of December 31, [removed: 2017] [added: 2018,] based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

There have not been any changes to the company’s internal control over financial reporting during the quarter ended December 31, [removed: 2017,] [added: 2018,] to which this report relates, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

The information contained under the [removed: heading “Named] [added: headings or subheadings “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation,” “2018] Executive Compensation” [removed: in the Proxy Statement (except for the information set forth under the subcaption] [added: and] “Compensation Committee [removed: Report on Executive Compensation”)] [added: Report”] is incorporated in this Form 10-K by reference.

The following table summarizes share and exercise price information about our equity compensation plans as of December 31, [removed: 2017:][added: 2018:]

Specifically, [removed: 3,218,132] [added: 3,026,309] shares remain available under our Employee Stock Purchase Plan, and [removed: 7,382,072] [added: 7,822,514] options remain outstanding for future exercise.

Under our 2013 Equity Incentive Plan, [removed: 2,920,099] [added: 1,571,347] shares may become subject to future awards in the form of stock option grants or the issuance of restricted stock.

| Equity compensation plans approved by security holders (1) | | 10,848,823 | | | $ | 74.42 | | | 1,571,347 | |

| Total | | 10,848,823 | | | $ | 74.42 | | | 1,571,347 | |

| Equity compensation plans approved by security holders (1) | | 10,600,204 | | | $ | 71.58 | | | 2,920,099 | |

| Total | | 10,600,204 | | | $ | 71.58 | | | 2,920,099 | |

The information contained under the heading “Proposal [removed: Four:] [added: Three:] Ratification of [added: the Selection of] Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.

(1) The [removed: company’s 2017] [added: Company’s 2018] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Balance, beginning of year | $ | [removed: 39,543] [added: 42,409] | | | $ | [removed: 43,455] [added: 39,543] | | | $ | [removed: 41,051] [added: 43,455] | |

| Provision | [removed: 13,489] [added: 15,634] | | | | [removed: 5,136] [added: 13,489] | | | | [removed: 11,538] [added: 5,136] | | |

| Write-offs | [removed: (10,623] [added: (16,912] | | ) | | [removed: (9,048] [added: (10,623] | | ) | | [removed: (9,134] [added: (9,048] | | ) |

| Balance, end of year | $ | [removed: 42,409] [added: 41,131] | | | $ | [removed: 39,543] [added: 42,409] | | | $ | [removed: 43,455] [added: 39,543] | |

| [removed: 2.1] [added: 10.7] | | [removed: [Agreement and Plan of Merger] [added: [Receivables Sale Agreement,] dated [removed: December 1, 2014] [added: as of April 26, 2017, by and] among C.H. Robinson Company Inc., [removed: Jayhawk Merger Subsidiary, Inc., Freightquote.com, Inc.,] [added: C.H. Robinson Receivables, LLC,] and [removed: the Stockholders’ Representative named therein (Incorporated] [added: C.H. Robinson Worldwide, Inc. (incorporated] by reference to Exhibit [removed: 2.1] [added: 10.2] to the Company’s Current Report on Form 8-K [removed: dated December 2, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000119312514430175/d829426dex21.htm)] [added: filed on April 28, 2017)](http://www.sec.gov/Archives/edgar/data/1043277/000119312517148697/d387572dex102.htm)] |

| [removed: 2.2] [added: 2.1] | | [Share Sale Agreement dated August 26, [removed: 2016] [added: 2016,] by and among C.H. Robinson (Australia) Pty Ltd, and each of the vendors set forth on Schedule 1 of the Agreement [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 31, 2016)](http://www.sec.gov/Archives/edgar/data/1043277/000119312516698578/d241715dex21.htm) |

| 3.1 | | [Certificate of Incorporation of the Company (as amended on May 19, [removed: 2012] [added: 2012,] and incorporated by reference to Exhibit 3.1 to the [removed: Registrant’s] [added: Company’s] Current Report on Form 8-K, filed May 15, 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512233730/d353095dex31.htm) |

| 3.2 | | [removed: [Bylaws] [added: [Amended and Restated Bylaws] of the Company [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 3.2 to the [removed: Registrant’s] [added: Company’s] Registration Statement on Form S-1 filed on August [removed: 15, 1997,] [added: 10, 2018,] Registration No. [removed: 333-33731)](http://www.sec.gov/Archives/edgar/data/1043277/0000950109-97-005464.txt)] [added: 333-33731)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518246102/d601257dex32.htm)] |

| 4.1 | | [Form of Certificate for Common Stock [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 4.1 to the [removed: Registrant’s] [added: Company’s] Registration Statement on Form S-1 filed on October 9, 1997, Registration No. 333-33731, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/0001045969-97-000019.txt) |

| †10.2 | | [Amended and restated C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 1, [removed: 2016] [added: 2016,] on file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312516526928/d113799ddef14a.htm) |

| 10.3 | | [removed: [Credit Agreement] [added: [Second Omnibus Amendment,] dated [removed: as of] October [removed: 29, 2012,] [added: 24, 2018,] among C.H. Robinson Worldwide, Inc., the [added: guarantors and] lenders party thereto, and U.S. Bank National Association, as [added: LC Issuer, Swing Line Lender and] Administrative Agent for the [removed: Lenders,] [added: lenders to that certain Credit Agreement dated] as [added: of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto, and U.S. Bank National Association, as LC Issuer,] Swing Line Lender and [removed: as LC Issuer (Incorporated] [added: Administrative Agent for the Lenders (incorporated] by reference to Exhibit 10.1 to the [removed: Registrant’s] [added: Company’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: November 1, 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512446987/d430822dex101.htm)] [added: on October 25, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518307719/d642476dex101.htm)] |

| [removed: 10.4] [added: 4.2] | | [removed: [Omnibus Amendment] [added: [Indenture,] dated [removed: December 31, 2014 among] [added: April 11, 2018, between] C.H. Robinson Worldwide, [removed: Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement dated, as of October 29, 2012, by and among the C.H. Robinson Company, Inc., the lenders,] [added: Inc.] and U.S. Bank National Association, as [removed: LC Issuer Swing Line Lender and Administrative Agent for the Lenders (Incorporated] [added: Trustee (incorporated] by reference to Exhibit [removed: 10.1 to] [added: 4.1 in] the Company’s Current Report on Form 8-K filed on [removed: January 6, 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515002961/d845863dex101.htm)] [added: April 11, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex41.htm)] |

| [removed: 10.5] [added: 10.6] | | [removed: [Letter Agreement] [added: [Receivables Purchase Agreement,] dated as of [removed: August 24, 2013,] [added: April 26, 2017,] by and [removed: between] [added: among] C.H. Robinson Worldwide, [removed: Inc. and J.P. Morgan Securities] [added: Inc., C.H. Robinson Receivables,] LLC, [removed: as agent for JP Morgan Chase] [added: Gotham Funding Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Wells Fargo] Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on [removed: August 26, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex101.htm)] [added: April 28, 2017)](http://www.sec.gov/Archives/edgar/data/1043277/000119312517148697/d387572dex101.htm)] |

| [removed: 10.6] [added: 10.4] | | [removed: [Letter] [added: [Note Purchase] Agreement dated as of August [removed: 24,] [added: 23,] 2013, by and [removed: between C.H. Robinson Worldwide, Inc.] [added: among the Company] and [removed: Morgan Stanley & Co. LLC] [added: the Purchasers] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K filed on August 26, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex102.htm)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex103.htm)] |

| [removed: 10.7] [added: 10.5] | | [removed: [Note] [added: [First Amendment to Note] Purchase Agreement dated [removed: as of August 23, 2013,] [added: February 20, 2015,] by and among the Company and the Purchasers (incorporated by reference to Exhibit [removed: 10.3] [added: 10.8] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on August 26, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex103.htm)] [added: 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit108.htm)] |

| [removed: 10.8] [added: †10.17] | | [removed: [First Amendment to Note Purchase] [added: [Form of Incentive Stock Option] Agreement [removed: dated February 20, 2015, by and among the Company and the Purchasers] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.20] to the [removed: Registrant] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit108.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] |

| [removed: 10.10] [added: 4.3] | | [removed: [Receivables Sale Agreement,] [added: [First Supplemental Indenture,] dated [removed: as of] April [removed: 26, 2017, by and among C.H. Robinson Company Inc., C.H. Robinson Receivables, LLC, and] [added: 11, 2018, between] C.H. Robinson Worldwide, Inc. [added: and U.S. Bank National Association, as Trustee, relating to the 4.200% Notes due 2028] (incorporated by reference to Exhibit [removed: 10.2 to] [added: 4.2 in] the Company’s Current Report on Form 8-K filed on April [removed: 28, 2017)](http://www.sec.gov/Archives/edgar/data/1043277/000119312517148697/d387572dex102.htm)] [added: 11, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm)] |

| [removed: †10.12] [added: †10.10] | | [C.H. Robinson Worldwide, Inc. 2015 Non-Equity Incentive Plan [removed: (Incorporated] [added: (incorporated] by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm) |

| [removed: †10.13] [added: †10.11] | | [Robinson Companies Nonqualified Deferred Compensation Plan [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.8 to the [removed: Registrant’s] [added: Company’s] Annual Report on 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000104327713000004/exhibit108.htm) |

| [removed: †10.14] [added: †10.12] | | [Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H. Robinson Worldwide, Inc. and John P. Wiehoff [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.22 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2000, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000095010901500359/dex1022.txt) |

| [removed: †10.15] [added: †10.13] | | [2012 Form of Incentive Stock Option Agreement [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.13 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2011, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm) |

| [removed: †10.16] [added: †10.14] | | [2012 Form of Restricted Stock Award for U.S. Managerial Employees [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.14 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1014.htm) |

| [removed: †10.17] [added: †10.15] | | [2012 Form of Restricted Stock Award for Officers [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.15 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1015.htm) |

| [removed: †10.18] [added: †10.16] | | [2012 Form of Time-Based Restricted Stock Unit Award [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.15 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000104327713000004/exhibit1015.htm) |

| [removed: †10.19] [added: †10.20] | | [Form of [removed: Incentive] [added: Time-Based Restricted] Stock [removed: Option Agreement (Incorporated] [added: Unit Award (incorporated] by reference to Exhibit [removed: 10.20] [added: 10.23] to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102312312014.htm)] |

| [removed: †10.20] [added: †10.18] | | [Form of Performance Share Award for Officers [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.21 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102112312014.htm) |

| [removed: †10.21] [added: †10.19] | | [Form of Performance Share Award for U.S. Managerial Employees [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.22 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102212312014.htm) |

| [removed: †10.22] [added: †10.21] | | [Form of [removed: Time-Based Restricted] [added: Incentive] Stock [removed: Unit Award (Incorporated] [added: Option (Time-Based U.S.) Agreement (incorporated] by reference to Exhibit [removed: 10.23 to] [added: 10.24 of] the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102312312014.htm)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm)] |

| †10.23 | | [Form of [removed: Incentive Stock Option (Time-Based U.S.)] [added: Employee Confidentiality and Protection of Business] Agreement [removed: (Incorporated] [added: (incorporated] by reference to Exhibit [removed: 10.24 of] [added: 10.23 to] the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102312312013.htm)] |

| [removed: †10.24] [added: †10.22] | | [Form of Key Employee Agreement [removed: (Incorporated] [added: (incorporated] by reference to Exhibit 10.22 to the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102212312013.htm) |

| *21 | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/exhibit21123117.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit212018.htm)] |

| *23.1 | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/exhibit23112312017.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit2312018.htm)] |

| *24 | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/exhibit24.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit2412312018.htm)] |

| *31.1 | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/chrw10k-ex31112312017.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/chrw10k-ex31112312018.htm)] |

| *31.2 | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/chrw10k-ex31212312017.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/chrw10k-ex31212312018.htm)] |

| *32.1 | | [Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/chrw10k-ex32112312017.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/chrw10k-ex32112312018.htm)] |

| *32.2 | | [Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327718000007/chrw10k-ex32212312017.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/chrw10k-ex32212312018.htm)] |

| *101 | | The following financial statements from our Annual Report on Form 10-K for the year ended December 31, [removed: 2017,] [added: 2018,] filed on February [removed: 28, 2018,] [added: 25, 2019,] formatted in XBRL: (i) Consolidated [removed: Statement] [added: Statements] of Operations and Comprehensive Income for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] (ii) Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] (iv) Consolidated Statements of Stockholders’ Investment for the years ended [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text |