C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2020 vs FY2019

The following are [removed: important] [added: material] factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this 10-K.

A significant portion of our freight are transactional or [removed: “spot”] [added: spot] market opportunities.

Higher carrier prices may result in decreased [removed: net revenue] [added: adjusted gross profit] margin. Carriers can be expected to charge higher prices if market conditions warrant, or to cover higher operating expenses.

Our [removed: net revenues] [added: adjusted gross profit] and income from operations may decrease if we are unable to increase our pricing to our customers.

Increased demand for [removed: over-the-road] [added: over the road] transportation services and changes in regulations may reduce available capacity and increase motor carrier pricing.

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 [removed: net revenue] loss.

Changing fuel costs and interruptions of fuel supplies may have an impact on our [removed: net revenue] [added: adjusted gross profit] margins. In our truckload transportation business, which is the largest source of our [removed: net revenues,] [added: adjusted gross profits,] fluctuating fuel prices may result in decreased [removed: net revenue] [added: adjusted gross profit] margin.

In times of fluctuating fuel prices, our [removed: net revenue] [added: adjusted gross profit] margin may also fluctuate.

As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency [removed: fluctuations and exchange controls,] [added: fluctuations,] as well as longer accounts receivable payment cycles.

Increased competition could reduce our market opportunity and create downward pressure on freight rates, and continued rate pressure may adversely affect our [removed: net revenue] [added: adjusted gross profit] and income from operations.

As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, [removed: and] computer [removed: hacking] [added: hacking,] and phishing attacks have become more prevalent, have occurred on our operating systems in the past, and may occur on our operating systems in the future.

In addition, our automobile liability policy has a primary retention of $5 million per [added: incident and also retention between $85 million and $90 million per] incident.

In addition, significant increases in insurance costs or the inability to [added: purchase insurance as a result of these claims could reduce our profitability.]

Our sourcing business is dependent upon the supply and price of fresh produce. The supply and price of fresh produce is affected by weather and growing conditions including but not limited to flood, drought, freeze, insects, [removed: disease] [added: disease,] and other conditions over which we have no control.

While we are insured for up to [removed: $200] [added: $155] million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee that our coverage will be adequate and will continue to be available.

We carry product recall [added: and contamination] insurance coverage of [removed: $50] [added: $30] million.

This policy has a retention of [removed: $5] [added: $3.5] million per incident.

We derive a significant portion of our total [removed: revenues] [added: revenue] and [removed: net revenues] [added: adjusted gross profit] from our largest customers. Our top 100 customers comprise approximately [removed: 32] [added: 28] percent of our consolidated total [removed: revenues] [added: revenue] and [removed: 24] [added: 20] percent of consolidated [removed: net revenues.][added: adjusted gross profit.]

Our largest customer comprises approximately [removed: two] [added: one] percent of our consolidated total [removed: revenues.][added: revenue.]

Changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate could increase our borrowing costs. [removed: A substantial portion of our borrowing capacity bears interest at a variable rate based on] [added: We are also subject to risks related to uncertainty regarding] LIBOR.

Business environment and competition risk factors

Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profit divided by total revenues.

For additional information, see Item 7 of Part II, *Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

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 loss.

Company risk factors

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

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.

The policy has a retention of $1 million per incident.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

Governmental, regulatory, and legal risk factors

We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance.

We also require all contracted motor carriers to maintain workers compensation and other insurance coverage as required by law.

Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts.

Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment.

In North America, as a property freight broker, we are not legally liable for loss or damage to our customers' cargo.

In our customer contracts, we may agree to assume cargo liability up to a stated maximum.

We typically do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, or air freight businesses on international or domestic air shipments.

Although we are not legally liable for loss or damage to our customers' cargo, from time to time, claims may be asserted against us for cargo losses.

We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier.

We also carry various liability insurance policies, including automobile and general liability, with a $155 million umbrella where we carry retentions between $2 million and $5 million and $85 million and $90 million per incident.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

A portion of our borrowing capacity bears interest at variable interest rates, primarily based on LIBOR.

As of December 31, 2020, we had no LIBOR-based borrowings outstanding.

LIBOR is the subject of recent national, international, and other regulatory guidance and proposals for reform, and the use of LIBOR is expected to be discontinued after 2021.

While we expect that reasonable alternatives to LIBOR will be implemented prior to its discontinuation, or that the target date for discontinuation may be extended, we cannot predict the consequences and timing of these developments, and they could include an increase in our interest expense.

General risk factors

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

In addition, the company is monitoring the ongoing COVID-19 pandemic, which has already caused a significant disruption to global financial markets and supply chains and has resulted in increased travel restrictions and extended shutdown of certain businesses across the globe.

We have already experienced changes in demand, including declines in certain industries and regions, along with volatile pricing.

The significance of the operational and financial impact to our business will likely depend on how long and widespread this outbreak proves to be.

The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the outbreak and the international actions that are being taken to contain and treat it.

While we currently expect this business disruption to be temporary, there is uncertainty around the duration and its broader impact on the economy, and therefore the effects it will have on our operations and financial results.

If economic or market conditions in key global markets deteriorate further, we expect to continue experiencing material adverse effects on our business and results of operations and may experience material adverse effects on our financial positions.

In addition, the ongoing coronavirus outbreak emanating from China at the beginning of 2020 has resulted in increased travel restrictions and extended shutdown of certain businesses in the region.

These or any further political or governmental developments or health concerns in China or other countries in which we operate could adversely impact our operating results but at this point, the extent to which the coronavirus may impact our results is uncertain.

purchase insurance as a result of these claims could reduce our profitability.

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.

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.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the [added: world's] largest [removed: third party] logistics [removed: companies in the world.][added: platforms.]

[added: *Transportation and Logistics Services* \-] As a [removed: third party] [added: global] 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 companies [removed: and utilize those relationships] to efficiently and cost-effectively [removed: arrange the] transport [removed: of] our customers’ freight.

We provide freight transportation services and logistics solutions to companies of all [removed: sizes,] [added: sizes] in a wide variety of industries.

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

Accordingly, the discussion of our results of operations often focuses on the changes in our [removed: net revenues.][added: adjusted gross profit and adjusted gross profit margin.]

The reconciliation of [removed: total revenues] [added: operating margin] to [removed: net revenues] [added: adjusted operating margin] is presented below [removed: (in] [added: (dollars in] thousands):

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] | | | | | | [removed: 2017] [added: 2019] | | | | | | | | | | | | [added: 2018] | | | [added: | | | | | |]

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Transportation | | | $ | [removed: 14,322,295] [added: 15,147,562] | | | | | [removed: $] | [removed: 15,515,921] | | | | | $ | [removed: 13,502,906] [added: 14,322,295] | | | | | | | | | | | [added: $] | [added: 15,515,921] | | [added: | | | | | |]

| Sourcing | | | [removed: 987,213] [added: 1,059,544] | | | | | | [removed: 1,115,251] | | | | | | [removed: 1,366,474] [added: 987,213] | | | | | | | | | | | | [added: 1,115,251] | | | [added: | | | | | |]

| Total [removed: Revenues] [added: revenues] | | | [removed: 15,309,508] [added: 16,207,106] | | | | | | [removed: 16,631,172] | | | | | | [removed: 14,869,380] [added: 15,309,508] | | | | | | | | | | | | [added: 16,631,172] | | | [added: | | | | | |]

| Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Purchased transportation and related services | | | [removed: 11,839,433] [added: 12,834,608] | | | | | | [removed: 12,922,177] | | | | | | [removed: 11,257,290] [added: 11,839,433] | | | | | | | | | | | | [added: 12,922,177] | | | [added: | | | | | |]

| Purchased products sourced for resale | | | [removed: 883,765] [added: 960,241] | | | | | | [removed: 1,003,760] | | | | | | [removed: 1,244,040] [added: 883,765] | | | | | | | | | | | | [added: 1,003,760] | | | [added: | | | | | |]

Our [removed: 2019] [added: global forwarding] results [removed: are] [added: were] largely consistent with the overall market trends summarized above.

Our consolidated results include the results of [removed: Space Cargo since March 1, 2019.]

The following summarizes select [removed: 2019] [added: 2020] year-over-year operating comparisons to [removed: 2018:][added: 2019:]

[removed: - Operating] [added: Adjusted operating] margin of [removed: 30.5] [added: 27.9] percent decreased [removed: 320] [added: 260] basis points.

[removed: -] Diluted earnings per share (EPS) decreased [removed: 11.4] [added: 11.2] percent to [removed: $4.19.][added: $3.72.]

- Cash flow from operations [removed: increased 5.4] [added: decreased 40.2] percent to [removed: $835.4] [added: $499.2] million.

| | | | [removed: | | |] Twelve Months Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | % change | | | | | | [removed: 2017] [added: 2018] | | | | | | % change | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Transportation | | | | | | $ | [removed: 14,322,295] [added: 15,147,562] | | | | | $ | [removed: 15,515,921] [added: 14,322,295] | | | | | [removed: (7.7)] [added: 5.8] | | % | | | | $ | [removed: 13,502,906] [added: 15,515,921] | | | | | [removed: 14.9] [added: (7.7)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Sourcing | | | | | | [removed: 987,213] [added: 1,059,544] | | | | | | [removed: 1,115,251] [added: 987,213] | | | | | | [removed: (11.5)] [added: 7.3] | | % | | | | [removed: 1,366,474] [added: 1,115,251] | | | | | | [removed: (18.4)] [added: (11.5)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total revenues | | | | | | [removed: 15,309,508] [added: 16,207,106] | | | | | | [removed: 16,631,172] [added: 15,309,508] | | | | | | [removed: (7.9)] [added: 5.9] | | % | | | | [removed: 14,869,380] [added: 16,631,172] | | | | | | [removed: 11.8] [added: (7.9)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Purchased transportation and related services | | | | | | [removed: 11,839,433] [added: $] | [added: 12,834,608] | | | | | [removed: 12,922,177] [added: 11,839,433] | | | | | | [removed: (8.4)] [added: 8.4] | | % | | | | [removed: 11,257,290] [added: 12,922,177] | | | | | | [removed: 14.8] [added: (8.4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Purchased products sourced for resale | | | | | | [removed: 883,765] [added: 960,241] | | | | | | [removed: 1,003,760] [added: 883,765] | | | | | | [removed: (12.0)] [added: 8.7] | | % | | | | [removed: 1,244,040] [added: 1,003,760] | | | | | | [removed: (19.3)] [added: (12.0)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Personnel expenses | | | | | | [removed: 1,298,528] [added: 1,242,867] | | | | | | [removed: 1,343,542] [added: 1,298,528] | | | | | | [removed: (3.4)] [added: (4.3)] | | % | | | | [removed: 1,179,527] [added: 1,343,542] | | | | | | [removed: 13.9] [added: (3.4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Other selling, general, and administrative expenses | | | | | | [removed: 497,806] [added: 496,122] | | | | | | [removed: 449,610] [added: 497,806] | | | | | | [removed: 10.7] [added: (0.3)] | | % | | | | [removed: 413,404] [added: 449,610] | | | | | | [removed: 8.8] [added: 10.7] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total costs and expenses | | | | | | [removed: 14,519,532] [added: 15,533,838] | | | | | | [removed: 15,719,089] [added: 14,519,532] | | | | | | [removed: (7.6)] [added: 7.0] | | % | | | | [removed: 14,094,261] [added: 15,719,089] | | | | | | [removed: 11.5] [added: (7.6)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Income from operations | | | | | | [removed: 789,976] [added: 673,268] | | | | | | [removed: 912,083] [added: 789,976] | | | | | | [removed: (13.4)] [added: (14.8)] | | % | | | | [removed: 775,119] [added: 912,083] | | | | | | [removed: 17.7] [added: (13.4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Interest and other expense | | | | | | [removed: (47,719)] [added: (44,937)] | | | | | | [removed: (31,810)] [added: (47,719)] | | | | | | [removed: 50.0] [added: (5.8)] | | % | | | | [removed: (46,656)] [added: (31,810)] | | | | | | [removed: (31.8)] [added: 50.0] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Income before provision for income taxes | | | | | | [removed: 742,257] [added: 628,331] | | | | | | [removed: 880,273] [added: 742,257] | | | | | | [removed: (15.7)] [added: (15.3)] | | % | | | | [removed: 728,463] [added: 880,273] | | | | | | [removed: 20.8] [added: (15.7)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Provision for income taxes | | | | | | [removed: 165,289] [added: 121,910] | | | | | | [removed: 215,768] [added: 165,289] | | | | | | [removed: (23.4)] [added: (26.2)] | | % | | | | [removed: 223,570] [added: 215,768] | | | | | | [removed: (3.5)] [added: (23.4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Net income | | | | | | $ | [removed: 576,968] [added: 506,421] | | | | | $ | [removed: 664,505] [added: 576,968] | | | | | [removed: (13.2)] [added: (12.2)] | | % | | | | $ | [removed: 504,893] [added: 664,505] | | | | | [removed: 31.6] [added: (13.2)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Diluted net income per share | | | | | | $ | [removed: 4.19] [added: 3.72] | | | | | $ | [removed: 4.73] [added: 4.19] | | | | | [removed: (11.4)] [added: (11.2)] | | % | | | | $ | [removed: 3.57] [added: 4.73] | | | | | [removed: 32.5] [added: (11.4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Average headcount | | | | | | [removed: 15,551] [added: 15,119] | | | | | | [removed: 15,204] [added: 15,551] | | | | | | [removed: 2.3] [added: (2.8)] | | % | | | | [removed: 14,687] [added: 15,204] | | | | | | [removed: 3.5] [added: 2.3] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

Consolidated Results of Operations—Twelve Months Ended December 31, [removed: 2019] [added: 2020] Compared to Twelve Months Ended December 31, [removed: 2018][added: 2019]

Our mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers.

We offer a global suite of services using tailored, market-leading technology built by and for supply chain experts.

Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, technology, and scale.

Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures.

Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers.

Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues.

The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):

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

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

| Direct internally developed software amortization | | | 16,634 | | | | | | | | | | | | 11,492 | | | | | | | | | | | | 9,664 | | | | | | | | |

| Total direct costs | | | 13,811,483 | | | | | | | | | | | | 12,734,690 | | | | | | | | | | | | 13,935,601 | | | | | | | | |

| Gross profit / Gross profit margin | | | 2,395,623 | | | | | | 14.8 | | % | | | | 2,574,818 | | | | | | 16.8 | | % | | | | 2,695,571 | | | | | | 16.2 | | % |

| Plus: Direct internally developed software amortization | | | 16,634 | | | | | | | | | | | | 11,492 | | | | | | | | | | | | 9,664 | | | | | | | | |

| Adjusted gross profit / Adjusted gross profit margin | | | $ | 2,412,257 | | | | | 14.9 | | % | | | | $ | 2,586,310 | | | | | 16.9 | | % | | | | $ | 2,705,235 | | | | | 16.3 | | % |

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit.

We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above.

| | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

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

| Total revenues | | | | | | $ | 16,207,106 | | | | | $ | 15,309,508 | | | | | $ | 16,631,172 | |

| Operating income | | | | | | 673,268 | | | | | | 789,976 | | | | | | 912,083 | | |

| Operating margin | | | | | | 4.2 | | % | | | | 5.2 | | % | | | | 5.5 | | % |

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

| Adjusted gross profit | | | | | | $ | 2,412,257 | | | | | $ | 2,586,310 | | | | | $ | 2,705,235 | |

| Operating income | | | | | | 673,268 | | | | | | 789,976 | | | | | | 912,083 | | |

| Adjusted operating margin | | | | | | 27.9 | | % | | | | 30.5 | | % | | | | 33.7 | | % |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

The North American surface transportation market experienced significant volatility in freight volumes and costs over the duration of 2020 as a result of the COVID-19 pandemic.

The impact on the market varied significantly depending on the severity of the restrictions in place to control the outbreak, industry, and customer size.

Certain industries, such as retail, saw periods of elevated demand while other industries, especially smaller customers in those industries, experienced extended periods of demand and production well below historical levels.

Industry freight volumes, as measured by the Cass Freight Index, declined approximately eight percent in 2020 compared to 2019, which reflects the volatility resulting from the COVID-19 pandemic.

Industry freight volumes compared to 2019 bottomed out in the second quarter of 2020, declining approximately 21 percent before showing growth of approximately four percent in the fourth quarter of 2020 compared to the prior year.

The impact of reduced consumer demand and production, in addition to driver shortages, resulted in reduced carrier capacity, most notably in truckload, as many carriers either reduced lanes or exited the market entirely.

This reduced carrier capacity caused routing guides to rapidly degrade and more loads moved to the spot market, driving sharp increases in transportation costs, most significantly in the second half of 2020.

The average routing guide depth was 1.4 in 2020 and increased steadily during the second half of 2020, to 1.8 in the fourth quarter of 2020.

This compared to an average depth of tender of 1.2 during 2019, which is among the lowest levels we have experienced this decade.

The global forwarding market also experienced significant volatility resulting from the COVID-19 pandemic.

The air freight market experienced a significant decline in capacity due to a reduction in commercial flights from COVID-19 restrictions, which resulted in sharp pricing increases.

The impact of the COVID-19 pandemic on the ocean freight market varied significantly over the course of 2020 depending on the severity of the outbreak in regions in which we operate.

Many industries experienced temporary volume reductions and factory closures due to efforts to contain the spread of the virus, which initially resulted in excess capacity and decreased pricing early in 2020.

In the second half of 2020, most industries had resumed production and companies began to replenish low inventory levels amidst continued market uncertainty from the ongoing COVID-19 pandemic.

We have developed global transportation and distribution networks to provide transportation and supply chain services worldwide.

As a result, we have the capability of facilitating most aspects of the supply chain on behalf of our customers.

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

| Total direct costs | | | 12,723,198 | | | | | | 13,925,937 | | | | | | 12,501,330 | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,586,310 | | | | | $ | 2,705,235 | | | | | $ | 2,368,050 | | | | | | | | | | | | | |

The North America truckload market has faced significant cyclical changes in the last year attributable to weakening demand and excess capacity resulting in pricing and volume declines during the second half of 2019.

Routing guide depth represents the number of carriers contacted prior to an acceptance when procuring a transportation provider.

The average routing guide depth of tender was 1.2 during 2019, representing that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases.

This compared to an average depth of tender of 1.7 during 2018.

The 2019 routing guide penetration is among the lowest levels we have experienced this decade and is a reflection of both softening demand and reduced pricing and costs over the course of 2019.

The global forwarding market was negatively impacted for much of 2019 by excess capacity and reduced demand due to tariff activity and macroeconomic uncertainty especially in trade lanes between China and the United States.

In addition, growth rates were negatively impacted by comparisons to 2018 which included shipments to build inventory ahead of tariffs enacted in early 2019.

This reduced demand has also significantly reduced air freight volumes as there is inherently less demand for expedited and more expensive air freight.

As a result of the softening freight environment over the course of 2019, our volumes shifted from spot-market pricing towards contractual business.

In the first half of 2019, this shift resulted in margin expansion as contractual pricing decreased at a slower rate than spot-market driven carrier costs.

In the second half of 2019, the continued shift to contractual business began to lead to margin compression as spot-market driven carrier pricing declines began to decelerate as compared to our contractual pricing declines.

Given the soft freight environment, we continued to see competitive levels of pricing activity to reflect current market conditions which resulted in significant pricing declines in most of our transportation service lines compared to 2018.

Our pricing strategies continue to reflect the current market conditions and our intention to be near the top of our customers' routing guide.

In

addition, the reduced pricing in truckload has resulted in a volume shift from intermodal to truckload while our sourcing revenues declined in 2019 driven by case volume declines with large retailers.

- Total revenues decreased 7.9 percent to $15.3 billion, driven by lower pricing and volumes across most transportation service lines and decreased sourcing revenue pricing and case volumes.

- Net revenues decreased 4.4 percent to $2.6 billion, primarily driven by margin decline in truckload services.

- Personnel expenses decreased 3.4 percent to $1.3 billion, driven primarily by declines in performance-based compensation, partially offset by a 2.3 percent increase in average headcount.

- Selling, general, and administrative (“SG&A”) expenses increased 10.7 percent to $497.8 million, due primarily to increases in purchased services, particularly commercial off-the-shelf software, and occupancy, partially offset by a reduction in bad debt expense.

- Income from operations totaled $790.0 million, down 13.4 percent due to declining net revenues and increased SG&A expense.

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

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

| Net revenue margin percentage | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Transportation | | | | | | 17.3 | | % | | | | 16.7 | | % | | | | 0.6 pts | | | | | | 16.6 | | % | | | | 0.1 pts | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sourcing | | | | | | 10.5 | | % | | | | 10.0 | | % | | | | 0.5 pts | | | | | | 9.0 | | % | | | | 1.0 pts | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue margin | | | | | | 16.9 | | % | | | | 16.3 | | % | | | | 0.6 pts | | | | | | 15.9 | | % | | | | 0.4 pts | | | | | | | | | | | | | | | | | | | | | | | | | | |

Total revenues and direct costs. Total transportation revenues decreased driven by lower pricing and volumes in truckload and, to a lesser extent, decreased intermodal volumes and decreased pricing in our ocean and air service lines.

Net revenues. Our transportation net revenue margin increased driven by margin expansion in truckload services as we benefited from a shift to contractual volume in a falling cost market for the first half of 2019.

The margin expansion in the first half of 2019 was largely offset by margin compression in the second half of 2019 as discussed above.

Sourcing net revenue margin increased driven by the strategic decision to exit unprofitable business.

Other SG&A expenses increased driven primarily by increases in purchased services, particularly commercial off-the-shelf software and occupancy, partially offset by a reduction in bad debt expense.

Total revenues and direct costs. Total transportation revenues increased driven by increased pricing in most of our transportation services, most notably truckload and LTL.

Total purchased transportation and related services increased due to increased truckload and LTL purchased transportation costs and higher ocean volumes, which were partially offset by the impact of decreased truckload volumes.

Our sourcing total revenue and purchased products sourced for resale decreased $120.5 million as a result of our adoption of ASU 2014-09, *Revenue from Contracts with Customers*.

Net revenues. Our transportation net revenues increased primarily due to increases in customer pricing, including fuel.

We had [removed: $447.9] [added: $243.8] million of cash and cash equivalents on December 31, [removed: 2019.][added: 2020.]

At December 31, [removed: 2019,] [added: 2020,] there was no outstanding balance on the revolving loan.

At December 31, [removed: 2019,] [added: 2020,] there was $500 million outstanding on the notes.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $659.9] [added: $710.2] million as of December 31, [removed: 2019,] [added: 2020,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $592.4] [added: $593.3] million at December 31, [removed: 2019.][added: 2020.]

All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against the Chinese Yuan [removed: during the twelve months ended] [added: on] December 31, [removed: 2019,] [added: 2020] would have decreased our [added: net] income [removed: from operations] by approximately [removed: $17.9] [added: $11.9] million and a hypothetical 10 percent strengthening of the U.S. Dollar against the Chinese Yuan [removed: during the twelve months ended] [added: on] December 31, [removed: 2019,] [added: 2020] would have increased our [added: net] income [removed: from operations] by approximately [removed: $14.6] [added: $9.7] million.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

We are a party to a Receivables Securitization Facility, as amended, with various lenders that provides funding of up to $250 million.

Interest accrues on the facility at variable rates based on 30-day LIBOR plus a margin.

At December 31, 2019, there was $142.9 million outstanding, net of unamortized issuance costs, on the securitization facility.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest [removed: third party] [added: global] logistics companies in the world with consolidated total revenues of [removed: $15.3] [added: $16.2] billion in [removed: 2019.][added: 2020.]

During [removed: 2019,] [added: 2020,] we handled approximately [removed: 18] [added: 19] million shipments and worked with [removed: more than 119,000] [added: approximately 105,000] customers.

[added: *Segment information.*] We have two reportable segments: North American Surface Transportation (“NAST”) and Global [removed: Forwarding,] [added: Forwarding] with our remaining operating segments reported [removed: under] [added: as] All Other and Corporate.

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

We utilized approximately [removed: 78,000] [added: 73,000] contracted transportation [removed: companies,] [added: companies around the world,] including contracted motor carriers, railroads (primarily intermodal service providers), and [removed: air and] ocean [added: and air] carriers in [removed: 2019.][added: 2020.]

Most of our global network operates on a single global technology platform called Navisphere® [added: (“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.

[removed: Transportation] [added: *Transportation] and Logistics [removed: Services][added: Services*]

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

We connect our customers with contracted motor carriers [removed: who] [added: that] specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment.

- [removed: Less than Truckload (“LTL”):] [added: LTL:] LTL transportation involves the shipment of single or multiple pallets of freight.

In many instances, we [removed: will] consolidate partial shipments for several customers into full truckloads.

- [removed: Intermodal: Our] [added: Other Logistics Services: We provide] intermodal transportation [removed: service] [added: service, which] is the shipment of freight in trailers or containers by a combination of truck and rail.

- Ocean: As a [removed: non-vessel ocean common carrier] [added: licensed Non-Vessel Ocean Common Carrier] (“NVOCC”) and freight forwarder, we consolidate shipments, determine routing, select ocean carriers, contract for ocean shipments, and/or provide for local pickup and delivery of shipments.

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

[removed: - Other Logistics Services: We] [added: In addition, we] provide fee-based [removed: managed services,] [added: Managed Services,] warehousing services, small parcel, and other services.

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

As a result of our logistics capabilities, [added: our technology, and global suite of services,] some of our customers have us handle all, or a substantial portion, of their freight transportation requirements.

When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements [removed: which] [added: that] allow for fuel to primarily act as a pass-through cost, in addition to the underlying line-haul portion of the rate.

Transportation services accounted for approximately 96 percent of [removed: net revenues] [added: adjusted gross profit] in [removed: 2019 and 2018, respectively,] [added: 2020, 2019,] and [removed: 95 percent in 2017.][added: 2018.]

[removed: Net revenues are] [added: Adjusted gross profit is] 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 table below shows our [removed: net revenues] [added: adjusted gross profit] by transportation mode, for the years ended December 31 (in thousands):

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2015] [added: 2016] | | |

| Truckload | | | $ | [removed: 1,348,878] [added: 1,071,873] | | | | | $ | [removed: 1,445,916] [added: 1,348,878] | | | | | $ | [removed: 1,229,999] [added: 1,445,916] | | | | | $ | [removed: 1,257,191] [added: 1,229,999] | | | | | $ | [removed: 1,316,533] [added: 1,257,191] | |

| LTL | | | [removed: 477,348] [added: 457,290] | | | | | | [removed: 471,275] [added: 477,348] | | | | | | [removed: 407,012] [added: 471,275] | | | | | | [removed: 381,817] [added: 407,012] | | | | | | [removed: 360,706] [added: 381,817] | | |

| Ocean | | | [removed: 308,367] [added: 350,094] | | | | | | [removed: 312,952] [added: 308,367] | | | | | | [removed: 290,630] [added: 312,952] | | | | | | [removed: 244,276] [added: 290,630] | | | | | | [removed: 223,643] [added: 244,276] | | |

| Air | | | [removed: 106,777] [added: 151,443] | | | | | | [removed: 120,540] [added: 106,777] | | | | | | [removed: 100,761] [added: 120,540] | | | | | | [removed: 82,167] [added: 100,761] | | | | | | [removed: 79,096] [added: 82,167] | | |

| Customs | | | [removed: 91,828] [added: 87,095] | | | | | | [removed: 88,515] [added: 91,828] | | | | | | [removed: 70,952] [added: 88,515] | | | | | | [removed: 50,509] [added: 70,952] | | | | | | [removed: 43,929] [added: 50,509] | | |

| Total | | | $ | [removed: 2,482,862] [added: 2,312,954] | | | | | $ | [removed: 2,593,744] [added: 2,482,862] | | | | | $ | [removed: 2,245,616] [added: 2,593,744] | | | | | $ | [removed: 2,154,811] [added: 2,245,616] | | | | | $ | [removed: 2,147,509] [added: 2,154,811] | |

[removed: Sourcing][added: *Sourcing*]

We have various national and regional branded produce programs, including both proprietary brands and nationally licensed [removed: brands.]

Sourcing accounted for approximately four percent of our [removed: net revenues] [added: adjusted gross profit] in [removed: 2019 and 2018, respectively,] [added: 2020, 2019,] and [removed: five percent in 2017.][added: 2018.]

NAST provides [removed: freight] transportation [added: and logistics] services across North America through a network of offices in the United States, Canada, and Mexico.

The primary services provided by NAST are [removed: truckload, LTL,] [added: truckload] and [removed: intermodal.][added: less than truckload (“LTL”) transportation services.]

Global Forwarding provides [removed: global] [added: transportation and] logistics services through an international network of offices in North America, Europe, Asia, Oceania, and South America; and also contracts with independent agents worldwide.

Robinson Fresh provides sourcing services [removed: which] [added: that] primarily include the buying, selling, and marketing of fresh fruits, vegetables, and other [added: value-added] perishable items.

Managed Services is primarily comprised of our TMC [removed: division] [added: division,] which offers Managed TMS®.

Europe Surface Transportation provides [added: transportation and logistics] services [removed: similar to NAST] [added: including truckload and groupage services] across Europe.

[removed: Our] [added: Depending on their role, our] employees are responsible for developing new business, negotiating and pricing services, receiving and processing service requests from customers, and negotiating with carriers to provide the transportation requested.

We have developed [added: industry leading technology and] complex proprietary pricing algorithms [added: based on our information advantage] that guide our employees regarding establishing competitive pricing with our customers and contracted motor carriers based on the unique characteristics of each customer's shipment.

Employees typically rely on expertise in other offices when contracting and executing truckload, LTL, [removed: intermodal, ocean] [added: ocean,] and air shipments.

Our mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers.

We offer a global suite of services using tailored, market-leading technology built by and for supply chain experts.

Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, technology, and scale.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

Sales

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| Other Logistics Services | | | 195,159 | | | | | | 149,664 | | | | | | 154,546 | | | | | | 146,262 | | | | | | 138,851 | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

brands.

Markets and Resources

- Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution;

- Information: Our global suite of services, unparalleled quantity of relationships, and scale combine to provide us with an industry leading data estate.

We have one of the largest datasets of shipments, routings, and carriers in the world.

We use our industry leading data and data analysts to drive smarter solutions for our customers; and

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

- Stability: Our customers and our contract carriers rely on us to support critical elements of their business.

Our financial strength, discipline, and consistent track record of success are a key foundation of our ability to sustainably meet their needs.

We have committed to investing $1 billion in technology innovation over a five-year period to bring the value of technology, data, and analytics to our customers, help solve their most complex logistics challenges and drive the industry forward.

With more than 1,000 data scientists, engineers and developers, we are continuing to invest in global talent in this critical area, building the next generation of tools and processes that will change how supply chains function.

C.H. Robinson® Labs™ is part of this commitment.

It is an innovation incubator where the next big ideas in logistics and supply chain are created, tested, and scaled to drive smarter solutions for our customers and contracted carriers.

The Robinson Labs team collaborates with customers to create personalized solutions for shippers’ challenges with the industry’s premier technology that is built by and for supply chain experts.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

We contractually require and rely on the motor carrier

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

Human Capital

As of December 31, 2020, we had a total of 14,888 employees, 12,977 of whom are network employees, as presented below.

The following table illustrates our employees by global region:

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

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

| | | | | | | North America | | | | | | Europe | | | | | | Asia | | | | | | Oceania | | | | | | South America | | | | | | Total | | |

| Network employees | | | | | | 9,049 | | | | | | 1,600 | | | | | | 1,786 | | | | | | 332 | | | | | | 210 | | | | | | 12,977 | | |

| Shared services employees | | | | | | 1,596 | | | | | | 82 | | | | | | 168 | | | | | | 32 | | | | | | 33 | | | | | | 1,911 | | |

| Total Employees | | | | | | 10,645 | | | | | | 1,682 | | | | | | 1,954 | | | | | | 364 | | | | | | 243 | | | | | | 14,888 | | |

| Contractors | | | | | | 610 | | | | | | 20 | | | | | | 210 | | | | | | 36 | | | | | | 24 | | | | | | 900 | | |

*Talent Strategies*

Our talented, empowered, and engaged employees continue to be one of our primary competitive advantages.

They are logistics experts and problem solvers, and act as an extension of our customers' teams.

Our customers and contract carriers consistently cite our people and the strong, value added relationships with our account teams as a primary reason they choose to work with us.

Our innovative talent strategies support the development and empowerment of our people, enabling the success of our customers and contract carriers and helping drive our growth strategy.

We have developed global transportation and distribution networks to provide transportation and supply chain services worldwide.

As a result, we have the capability of facilitating most aspects of the supply chain on behalf of our customers.

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

Our flexible business model has been the main driver of our historical results, and we believe it has positioned us for continued growth.

One of our competitive advantages is our network of offices.

Our employees are in close proximity to both customers and transportation providers, which gives them broad knowledge of their local markets and enables them to respond quickly to customers’ and transportation providers’ changing needs.

Employees act as a team in their sales efforts, customer service, and operations.

A significant portion of most employees’ compensation is performance-oriented, based on profitability and their contributions to the success of the company.

We believe this makes our employees more service-oriented and focused on driving growth and maximizing team productivity.

Our network of offices work together to meet our customers’ needs and cross-sell our services.

For large, multi-location customers, we often coordinate our efforts in global account centers or in one office and rely on multiple offices to deliver specific geographic or modal needs.

We have grown primarily through internal growth by increasing market share through the addition of new customers and expanding relationships with our current customers, adding new services, expanding our market presence and operations globally, hiring additional employees, and leveraging our technology.

We continually look to grow through selective acquisitions.

In February 2019, we acquired The Space Cargo Group (“Space Cargo”), a provider of international freight forwarding, customs brokerage, and other logistics services to expand our offerings in Spain and Colombia.

Space Cargo operates in our Global Forwarding operating segment.

In January 2020, we entered into a definitive agreement to acquire Prime Distribution Services, a leading provider of retail consolidation services in North America, for approximately $225 million in cash.

The agreement is subject to certain customary closing conditions, including regulatory approval.

In May 2019, we acquired Dema Service S.p.A.

(“Dema Service”), a provider of European road transportation to expand our offerings primarily in Italy.

Dema Service operates in our European Surface Transportation operating segment.

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

Milgram operates primarily in our Global Forwarding operating segment.

While industry definitions vary, given our extensive contracting to create a flexible network of solutions, we are generally referred to in the industry as a third party logistics company.

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 and lease approximately 1,100 intermodal containers.

| Intermodal | | | 27,670 | | | | | | 32,469 | | | | | | 29,145 | | | | | | 33,482 | | | | | | 41,054 | | |

| Other Logistics Services | | | 121,994 | | | | | | 122,077 | | | | | | 117,117 | | | | | | 105,369 | | | | | | 82,548 | | |

Organization

*Segment information.* We have two reportable segments: NAST and Global Forwarding with our remaining operating segments reported as All Other and Corporate.

All Other and Corporate primarily consists of Robinson Fresh, Managed Services and Other Surface Transportation outside of North America.

*Office Network.* To keep us close to our customers and markets, we operate through a network of offices in North America, Europe, Asia, Oceania, and South America.

access to transportation industry shipment databases.

Our applicants typically have college degrees, and may have some business experience, although not necessarily within the transportation industry.

Generally, these awards are eligible to vest over five-year periods and may also include financial performance-based requirements for management employees.

empty miles, and repositioning their equipment.

We also have intermodal marketing agreements with container owners and all Class 1 railroads in North America, giving us access to additional trailers and containers.

Our contracts with railroads specify the transportation services and payment terms by which our intermodal shipments are transported by rail.

Intermodal transportation rates are typically negotiated between us and the railroad on a customer-specific basis.

We own approximately 1,500 53-foot containers and lease approximately 1,100 containers.

We believe that these containers have helped us better serve our customers, and we will continue to analyze the strategy of controlling containers.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 28, 2019,] [added: 30, 2020,] was approximately [removed: $11,391,890,865] [added: $10,644,657,729] (based upon the closing price of [removed: $84.35] [added: $79.06] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 14, 2020,] [added: 17, 2021,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 134,892,810.][added: 133,815,455.]

Portions of the Registrant’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 7, 2020] [added: 6, 2021] (the “Proxy Statement”), are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2019][added: 2020]

| Item 1. | | | [removed: [Business](#i_0_13)] [added: [Business](#i968161362022434bb58bcfec12f7faad_13)] | | | [removed: [3](#i_0_13)] [added: [3](#i968161362022434bb58bcfec12f7faad_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i_0_19)] [added: Factors](#i968161362022434bb58bcfec12f7faad_19)] | | | [removed: [14](#i_0_19)] [added: [14](#i968161362022434bb58bcfec12f7faad_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i_0_22)] [added: Comments](#i968161362022434bb58bcfec12f7faad_22)] | | | [removed: [18](#i_0_22)] [added: [19](#i968161362022434bb58bcfec12f7faad_22)] | | |

| Item 2. | | | [removed: [Properties](#i_0_25)] [added: [Properties](#i968161362022434bb58bcfec12f7faad_25)] | | | [removed: [19](#i_0_25)] [added: [19](#i968161362022434bb58bcfec12f7faad_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i_0_28)] [added: Proceedings](#i968161362022434bb58bcfec12f7faad_28)] | | | [removed: [19](#i_0_28)] [added: [19](#i968161362022434bb58bcfec12f7faad_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i_0_31)] [added: Disclosures](#i968161362022434bb58bcfec12f7faad_31)] | | | [removed: [19](#i_0_31)] [added: [19](#i968161362022434bb58bcfec12f7faad_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i_0_37)] [added: Securities](#i968161362022434bb58bcfec12f7faad_37)] | | | [removed: [19](#i_0_37)] [added: [20](#i968161362022434bb58bcfec12f7faad_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_43)] [added: Operations](#i968161362022434bb58bcfec12f7faad_43)] | | | [removed: [23](#i_0_43)] [added: [22](#i968161362022434bb58bcfec12f7faad_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i_0_67)] [added: Risk](#i968161362022434bb58bcfec12f7faad_70)] | | | [removed: [33](#i_0_67)] [added: [33](#i968161362022434bb58bcfec12f7faad_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i_0_70)] [added: Data](#i968161362022434bb58bcfec12f7faad_73)] | | | [removed: [35](#i_0_70)] [added: [34](#i968161362022434bb58bcfec12f7faad_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_154)] [added: Disclosure](#i968161362022434bb58bcfec12f7faad_154)] | | | [removed: [66](#i_0_154)] [added: [62](#i968161362022434bb58bcfec12f7faad_154)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i_0_157)] [added: Procedures](#i968161362022434bb58bcfec12f7faad_157)] | | | [removed: [66](#i_0_157)] [added: [62](#i968161362022434bb58bcfec12f7faad_157)] | | |

| Item 9B. | | | [Other [removed: Information](#i_0_160)] [added: Information](#i968161362022434bb58bcfec12f7faad_160)] | | | [removed: [66](#i_0_160)] [added: [62](#i968161362022434bb58bcfec12f7faad_160)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i_0_166)] [added: Governance](#i968161362022434bb58bcfec12f7faad_166)] | | | [removed: [67](#i_0_166)] [added: [63](#i968161362022434bb58bcfec12f7faad_166)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i_0_169)] [added: Compensation](#i968161362022434bb58bcfec12f7faad_169)] | | | [removed: [67](#i_0_169)] [added: [63](#i968161362022434bb58bcfec12f7faad_169)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_172)] [added: Matters](#i968161362022434bb58bcfec12f7faad_172)] | | | [removed: [67](#i_0_172)] [added: [63](#i968161362022434bb58bcfec12f7faad_172)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_175)] [added: Independence](#i968161362022434bb58bcfec12f7faad_175)] | | | [removed: [68](#i_0_175)] [added: [63](#i968161362022434bb58bcfec12f7faad_175)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i_0_178)] [added: Services](#i968161362022434bb58bcfec12f7faad_178)] | | | [removed: [68](#i_0_178)] [added: [64](#i968161362022434bb58bcfec12f7faad_178)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i_0_184)] [added: Schedules](#i968161362022434bb58bcfec12f7faad_184)] | | | [removed: [68](#i_0_184)] [added: [64](#i968161362022434bb58bcfec12f7faad_184)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i_0_187)] [added: Summary](#i968161362022434bb58bcfec12f7faad_187)] | | | [removed: [70](#i_0_187)] [added: [66](#i968161362022434bb58bcfec12f7faad_187)] | | |

| | | | [removed: [Signatures](#i_0_190)] [added: [Signatures](#i968161362022434bb58bcfec12f7faad_190)] | | | [removed: [71](#i_0_190)] [added: [67](#i968161362022434bb58bcfec12f7faad_190)] | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| Item 6. | | | [Reserved](#i968161362022434bb58bcfec12f7faad_1833) | | | [21](#i968161362022434bb58bcfec12f7faad_1833) | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| Item 6. | | | [Selected Financial Data](#i_0_40) | | | [22](#i_0_40) | | |

We also own an office in Kansas City, [removed: MO] [added: Missouri] of approximately 208,000 square [removed: feet and a data center in Oronoco, MN of approximately 32,000 square] feet.

We lease approximately [removed: 300] [added: 280] locations used for office space in approximately [removed: 265] [added: 240] cities around the world, most notably a fifteen year lease [added: which commenced in August 2018,] of approximately 207,000 square feet in Chicago, [removed: IL.][added: Illinois.]

In addition, we lease warehouse space totaling approximately [removed: 1.6] [added: 4.2] million square feet in [removed: 20] [added: 24] locations primarily within the United [removed: States.][added: States and a data center in Oronoco, Minnesota of approximately 32,000 square feet.]

We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases [removed: expire.][added: expire if necessary.]

We continue to optimize our real estate footprint, across the network, as we expect flexible work arrangements to become more prominent post-pandemic.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

On February [removed: 14, 2020,] [added: 17, 2021,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $72.01] [added: $89.95] per share.

On February [removed: 14, 2020,] [added: 17, 2021,] there were approximately [removed: 136] [added: 134] holders of record.

On February [removed: 11, 2020,] [added: 12, 2021,] there were approximately [removed: 208,709] [added: 139,005] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2019:][added: 2020:]

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

(1) The total number of shares purchased includes: (i) [removed: 853,731] [added: 1,232,321] shares of common stock purchased under the authorization described below; and (ii) [removed: 9,365] [added: 13,978] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

As of December 31, [removed: 2019,] [added: 2020,] there were [removed: 9,993,683] [added: 7,789,752] 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: 2014] [added: 2015] to December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2014 | | | | | |] 2015 | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2020] | | |

| October 2020 | | | 28,607 | | | | | | $ | 90.17 | | | | | 24,000 | | | | | | 8,998,073 | | |

| November 2020 | | | 608,533 | | | | | | 92.21 | | | | | | 600,000 | | | | | | 8,398,073 | | |

| December 2020 | | | 609,159 | | | | | | 93.26 | | | | | | 608,321 | | | | | | 7,789,752 | | |

| Fourth quarter 2020 | | | 1,246,299 | | | | | | $ | 92.68 | | | | | 1,232,321 | | | | | | 7,789,752 | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

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

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

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 120.99 | | | | | $ | 150.66 | | | | | $ | 145.23 | | | | | $ | 138.38 | | | | | $ | 170.24 | |

| S&P 500 | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 230.04 | | |

| S&P Midcap 400 | | | 100.00 | | | | | | 120.74 | | | | | | 140.35 | | | | | | 124.80 | | | | | | 157.49 | | | | | | 179.00 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 122.20 | | | | | | 150.56 | | | | | | 135.68 | | | | | | 163.91 | | | | | | 167.87 | | |

| October 2019 | | | 200,247 | | | | | | $ | 84.96 | | | | | 194,622 | | | | | | 10,652,792 | | |

| November 2019 | | | 452,142 | | | | | | 75.63 | | | | | | 450,700 | | | | | | 10,202,092 | | |

| December 2019 | | | 210,707 | | | | | | 76.77 | | | | | | 208,409 | | | | | | 9,993,683 | | |

| Fourth quarter 2019 | | | 863,096 | | | | | | $ | 78.07 | | | | | 853,731 | | | | | | 9,993,683 | | |

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

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

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | 84.78 | | | | | | 102.58 | | | | | | 127.74 | | | | | | 123.12 | | | | | | 117.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 | | | $ | 100.00 | | | | | 101.38 | | | | | | 113.51 | | | | | | 138.28 | | | | | | 132.23 | | | | | | 173.86 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P Midcap 400 | | | $ | 100.00 | | | | | 97.82 | | | | | | 118.11 | | | | | | 137.30 | | | | | | 122.08 | | | | | | 154.07 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Nasdaq Transportation | | | $ | 100.00 | | | | | 86.61 | | | | | | 104.22 | | | | | | 128.89 | | | | | | 117.83 | | | | | | 137.84 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

This table includes selected financial data for the last five years (amounts in thousands, except per share amounts and operating data for employees).

This financial data should be read together with our consolidated financial statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other financial data appearing elsewhere in this report.

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

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

| STATEMENT OF OPERATIONS DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year Ended December 31, | | | 2019(1) | | | | | | 2018(1) | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | |

| Total revenues | | | $ | 15,309,508 | | | | | $ | 16,631,172 | | | | | $ | 14,869,380 | | | | | $ | 13,144,413 | | | | | $ | 13,476,084 | |

| Net revenues | | | 2,586,310 | | | | | | 2,705,235 | | | | | | 2,368,050 | | | | | | 2,277,528 | | | | | | 2,268,480 | | |

| Income from operations | | | 789,976 | | | | | | 912,083 | | | | | | 775,119 | | | | | | 837,531 | | | | | | 858,310 | | |

| Net income | | | 576,968 | | | | | | 664,505 | | | | | | 504,893 | | | | | | 513,384 | | | | | | 509,699 | | |

| Net income per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 4.21 | | | | | $ | 4.78 | | | | | $ | 3.59 | | | | | $ | 3.60 | | | | | $ | 3.52 | |

| Diluted | | | $ | 4.19 | | | | | $ | 4.73 | | | | | $ | 3.57 | | | | | $ | 3.59 | | | | | $ | 3.51 | |

| Weighted average number of shares outstanding (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 136,955 | | | | | | 139,010 | | | | | | 140,610 | | | | | | 142,706 | | | | | | 144,967 | | |

| Diluted | | | 137,735 | | | | | | 140,405 | | | | | | 141,382 | | | | | | 142,991 | | | | | | 145,349 | | |

| Dividends per share | | | $ | 2.01 | | | | | $ | 1.88 | | | | | $ | 1.81 | | | | | $ | 1.74 | | | | | $ | 1.57 | |

| BALANCE SHEET DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital | | | $ | 1,084,080 | | | | | $ | 1,319,751 | | | | | $ | 523,487 | | | | | $ | 162,384 | | | | | $ | 282,101 | |

| Total assets | | | 4,641,060 | | | | | | 4,427,412 | | | | | | 4,235,834 | | | | | | 3,687,758 | | | | | | 3,184,358 | | |

| Current portion of debt | | | 142,885 | | | | | | 5,000 | | | | | | 715,000 | | | | | | 740,000 | | | | | | 450,000 | | |

| Long-term debt | | | 1,092,448 | | | | | | 1,341,352 | | | | | | 750,000 | | | | | | 500,000 | | | | | | 500,000 | | |

| Total stockholders’ investment | | | 1,670,730 | | | | | | 1,595,087 | | | | | | 1,425,745 | | | | | | 1,257,847 | | | | | | 1,150,450 | | |

| OPERATING DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Employees | | | 15,427 | | | | | | 15,262 | | | | | | 15,074 | | | | | | 14,125 | | | | | | 13,159 | | |

________________________________

(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.

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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations and comprehensive income, stockholders’ investment, and cash flows, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes [removed: and the schedule listed in the Index at Item 15] (collectively referred to as the [removed: “financial statements”).][added: "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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020 ,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control — Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2020, expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

As discussed in Note [removed: 13] [added: 11] to the financial statements, effective January 1, 2019, the Company adopted the FASB Accounting Standards Update [removed: No.] 2016-02, [removed: *Leases] [added: Leases] (Topic [removed: 842)*,] [added: 842),] using the modified retrospective approach.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Revenue [removed: Recognition—Refer] [added: Recognition — Refer] to Notes 1 and 10 to the financial statements

Recognizing revenue at [removed: period-end] [added: period end] for contracts where the transit period is partially complete at [removed: period-end] [added: period end] or completed and not yet invoiced, requires management to make judgments that affect the amounts and timing of revenue recognized.

At December 31, [removed: 2019,] [added: 2020] the Company recorded revenue of [removed: $132.9] [added: $197.2] million for services it provided while a shipment was still [removed: in transit,] [added: in-transit] but for which it had not yet completed its performance obligation or had not yet invoiced the customer.

–Performing a retrospective review of management’s estimate for prior reporting [removed: periods][added: periods.]

–Testing the accuracy and completeness of the data in the system-generated report utilized in management’s revenue cutoff estimate with the assistance of our information technology [removed: specialists][added: specialists.]

–Assessing the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating [removed: environment][added: environment.]

–Testing the mathematical accuracy of management’s [removed: estimate][added: estimate.]

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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 [removed: statement schedule] [added: statements] as of and for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated February 19, [removed: 2020,] [added: 2021,] expressed an unqualified opinion on those consolidated financial [removed: statements and financial statement schedule and included an explanatory paragraph regarding the Company’s adoption of the FASB Accounting Standards Update No. 2016-02, *Leases (Topic 842)*.][added: statements.]

| | | | December 31, | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [added: 2018] | | |

| ASSETS | | | | | | | | | | | | [removed: | | | | | |]

| Current assets: | | | | | | | | | | | | [removed: | | | | | |]

| [removed: Cash] [added: Cash] and cash [removed: equivalents |] [added: equivalents, beginning of year] | | [removed: $] | 447,858 | | | | | [removed: $] | 378,615 | | | | | | [added: 333,890] | | [added: |]

| Receivables, net of allowance for [removed: doubtful accounts] [added: credit loss] of [removed: $32,838] [added: $38,113] and [removed: $41,131 | | | 1,974,381 | | |] [added: $32,838] | | | [removed: 2,162,438] [added: 2,449,577] | | | | | | [added: 1,974,381] | | |

| Prepaid expenses and other | | | [removed: 85,005 | | | | | | 52,386] [added: 51,152] | | | | | | [added: 85,005] | | |

| Total current assets | | | [removed: 2,640,118 | | | | | | 2,753,074] [added: 2,941,701] | | | | | | [added: 2,640,118] | | |

| Property and equipment | | | [removed: 489,976 | | | | | | 498,847] [added: 478,982] | | | | | | [added: 489,976] | | |

| Accumulated depreciation and amortization | | | [removed: (281,553) | | | | | | (270,546)] [added: (300,033)] | | | | | | [added: (281,553)] | | |

| Net property and equipment | | | [removed: 208,423 | | | | | | 228,301] [added: 178,949] | | | | | | [added: 208,423] | | |

| Goodwill | | | [removed: 1,291,760 | | | | | | 1,258,922] [added: 1,487,187] | | | | | | [added: 1,291,760] | | |

| Other intangible assets, net of accumulated amortization of [removed: $156,879] [added: $68,249] and [removed: $156,246 | | | 90,931 | | |] [added: $156,879] | | | [removed: 108,822] [added: 113,910] | | | | | | [added: 90,931] | | |

| Right-of-use lease assets | | | [removed: 310,860 | | | | | | —] [added: 319,785] | | | | | | [added: 310,860] | | |

| Deferred tax assets | | | [removed: 13,485 | | | | | | 9,993] [added: 18,640] | | | | | | [added: 13,485] | | |

| Other assets | | | [removed: 85,483 | | | | | | 68,300] [added: 84,086] | | | | | | [added: 85,483] | | |

| Total assets | | | $ | [removed: 4,641,060] [added: 5,144,258] | | | | | $ | [removed: 4,427,412 | | | | | |] [added: 4,641,060] | |

| LIABILITIES AND STOCKHOLDERS’ INVESTMENT | | | | | | | | | | | | [removed: | | | | | |]

| Current liabilities: | | | | | | | | | | | | [removed: | | | | | |]

| Accounts payable | | | $ | [removed: 984,604] [added: 1,195,099] | | | | | $ | [removed: 971,023 | | | | | |] [added: 984,604] | |

| Outstanding checks | | | [removed: 78,231 | | | | | | 92,084] [added: 88,265] | | | | | | [added: 78,231] | | |

| Accrued [removed: expenses– | | | | | |] [added: expenses:] | | | | | | | | | | | |

| Compensation | | | [removed: 112,784 | | | | | | 153,626] [added: 138,460] | | | | | | [added: 112,784] | | |

| Transportation expense | | | [removed: 101,194 | | | | | | 119,820] [added: 153,574] | | | | | | [added: 101,194] | | |

| Income taxes | | | [removed: 12,354 | | | | | | 28,360] [added: 43,700] | | | | | | [added: 12,354] | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

February 19, 2021

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

February 19, 2021

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| | | | 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | 243,796 | | | | | $ | 447,858 | |

| Contract assets, net of allowance for credit loss | | | 197,176 | | | | | | 132,874 | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| Net income | | | | | | | | | | | | | | | | | | | | | 506,421 | | | | | | | | | | | | | | | | | | 506,421 | | |

| Stock issued for employee benefit plans | | | 1,754 | | | | | | 175 | | | | | | (24,600) | | | | | | | | | | | | | | | | | | 114,228 | | | | | | 89,803 | | |

| Repurchase of common stock | | | (2,543) | | | | | | (254) | | | | | | | | | | | | | | | | | | | | | | | | (182,491) | | | | | | (182,745) | | |

| Balance December 31, 2020 | | | 134,298 | | | | | | $ | 13,430 | | | | | $ | 566,022 | | | | | $ | 4,372,833 | | | | | $ | (45,998) | | | | | $ | (3,026,354) | | | | | $ | 1,879,933 | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

Customs

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses.

We determine our allowance for expected credit losses by evaluating two approaches that consider our past credit loss experience, our customers' credit ratings, and other customer-specific and macroeconomic factors.

The first approach is pooling our customers by credit rating and applying an expected loss ratio based upon credit rating and number of days the receivable has been outstanding, (i.e., aging approach).

The second approach is to compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable, (i.e., loss ratio approach).

These two approaches are evaluated in consideration of other known information and customer specific and macroeconomic factors, including the price of diesel fuel, for purposes of determining the expected credit loss allowance.

| 2020 | | | | | | $ | 42,890 | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| | | | | | | | | | 2020 | | | | | | 2019 | | |

| 2020 | | | | | | $ | 22,612 | |

| | | | 2020 | | | | | | 2019 | | |

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| Acquisitions | | | 176,484 | | | | | | 780 | | | | | | — | | | | | | 177,264 | | |

| Foreign currency translation | | | 11,918 | | | | | | 4,782 | | | | | | 1,463 | | | | | | 18,163 | | |

| December 31, 2020 balance | | | $ | 1,203,972 | | | | | $ | 213,982 | | | | | $ | 69,233 | | | | | $ | 1,487,187 | |

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

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

| | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | |

| Trademarks | | | 1,875 | | | | | | (937) | | | | | | 938 | | | | | | — | | | | | | — | | | | | | — | | |

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

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

| 2020 | | | $ | 36,225 | |

| 2021 | | | $ | 8,096 | | | | | $ | 15,761 | | | | | $ | 1,607 | | | | | $ | 25,464 | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

February 19, 2020

| Contract assets | | | 132,874 | | | | | | 159,635 | | | | | | | | |

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

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

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

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

| Balance December 31, 2016 | | | 141,258 | | | | | | $ | 14,126 | | | | | $ | 419,280 | | | | | $ | 3,190,578 | | | | | $ | (61,442) | | | | | $ | (2,304,695) | | | | | $ | 1,257,847 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 504,893 | | | | | | | | | | | | | | | | | | 504,893 | | |

| Stock issued for employee benefit plans | | | 612 | | | | | | 61 | | | | | | (16,760) | | | | | | | | | | | | | | | | | | 33,271 | | | | | | 16,572 | | |

| Repurchase of common stock | | | (2,426) | | | | | | (243) | | | | | | | | | | | | | | | | | | | | | | | | (179,742) | | | | | | (179,985) | | |

| Cash and cash equivalents, beginning of year | | | 378,615 | | | | | | 333,890 | | | | | | 247,666 | | | | | | | | | | | | | | |

Customs brokerage, managed

ALLOWANCE FOR DOUBTFUL ACCOUNTS. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future.

We continuously monitor payments from our customers and maintain a provision for uncollectible accounts based upon our customer aging trends, historical loss experience, and any specific customer collection issues that we have identified.

| | | | | | | | | |

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

| 2017 | | | | | | 42,817 | | |

| 2017 | | | | | | 13,887 | | |

| December 31, 2017 balance | | | $ | 1,029,122 | | | | | $ | 185,873 | | | | | $ | 60,821 | | | | | $ | 1,275,816 | |

| Acquisitions | | | (40) | | | | | | 33 | | | | | | — | | | | | | (7) | | |

| Foreign currency translation | | | (12,298) | | | | | | (3,877) | | | | | | (712) | | | | | | (16,887) | | |

________________________________

(1) Goodwill was reallocated between the NAST and Robinson Fresh segments due to the reorganization discussed in Note 9, *Segment Reporting*.

Prior period amounts have been reclassified to conform with the current year presentation.

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

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

| Non-competition agreements | | | — | | | | | | — | | | | | | — | | | | | | 300 | | | | | | (240) | | | | | | 60 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2017 | | | 36,273 | | |

| 2020 | | | $ | 250 | | | | | $ | 28,023 | | | | | $ | 610 | | | | | $ | 28,883 | |

| 2021 | | | 250 | | | | | | 14,502 | | | | | | 610 | | | | | | 15,362 | | |

| 2022 | | | 250 | | | | | | 14,502 | | | | | | 610 | | | | | | 15,362 | | |

| 2023 | | | 250 | | | | | | 11,930 | | | | | | 610 | | | | | | 12,790 | | |

| 2024 | | | 167 | | | | | | 3,648 | | | | | | 610 | | | | | | 4,425 | | |

| Thereafter | | | — | | | | | | 2,771 | | | | | | 863 | | | | | | 3,634 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 80,456 | |

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

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

C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.

The Receivables Securitization Facility expires on December 17, 2020, unless extended by the parties and is recorded as a current liability as of December 31, 2019.

As of December 31, [removed: 2019,] [added: 2020,] our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our Chief Executive Officer and Chief Financial Officer have concluded based upon the evaluation described above that, as of December 31, [removed: 2019,] [added: 2020,] our disclosure controls and procedures were effective at the reasonable assurance level.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020,] and concluded that it was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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 were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

On February 14, 2020, the company entered into a Second Amendment (the “Second Amendment”) to Receivables Purchase Agreement which amends that certain Receivables Purchase Agreement dated as of April 26, 2017 (as amended prior to the date hereof, the “Receivables Purchase Agreement”) with the company, as initial master servicer and performance guarantor,

C.H. Robinson Receivables, LLC (“CHRR”), a wholly-owned subsidiary of the company and bankruptcy-remote entity, as seller, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and Wells Fargo and Bank of America, N.A., as purchaser agents and committed purchasers.

The Second Amendment carves out from the Receivables Purchase Agreement certain collections with respect to payments arising from the sale of goods or services by the company and certain of its subsidiaries (the “Excluded Receivables”) from certain excluded account debtors.

It also provides a limited consent to the sale of certain of the Excluded Receivables that were made prior to the effective date of the Second Amendment.

In connection with the transactions contemplated by the Second Amendment, CHRR also entered into an assignment agreement with C.H. Robinson Company Inc. (“CHRCI”) pursuant to which CHRR sold to CHRCI and certain other originators (collectively, the “Originators”) all of the outstanding Excluded Receivables sold by the Originators to CHRR under the Receivables Sale Agreement dated as of April 26, 2017 among the Originators and CHRR.

The foregoing description of the Second Amendment is qualified in its entirety by reference to Exhibit 10.7 hereto.

The information contained under the headings or subheadings “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation,” [removed: “2019] [added: “2020] Executive [removed: Compensation”] [added: Compensation,”] and “Compensation Committee 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: 2019:][added: 2020:]

Specifically, [removed: 2,801,713] [added: 2,565,651] shares remain available under our Employee Stock Purchase Plan, and [removed: 7,050,192] [added: 7,260,840] options remain outstanding for future exercise.

Under our 2013 Equity Incentive Plan, [removed: 5,300,634] [added: 2,985,595] shares may become subject to future [removed: awards in the form of stock option grants or the issuance of restricted stock.][added: awards.]

| Equity compensation plans approved by security holders (1) | | | | | | 7,260,840 | | | | | | $ | 76.37 | | | | | 5,551,246 | | |

| Total | | | | | | 7,260,840 | | | | | | $ | 76.37 | | | | | 5,551,246 | | |

| Equity compensation plans approved by security holders (1) | | | | | | 9,851,905 | | | | | | $ | 75.40 | | | | | 5,300,634 | | |

| Total | | | | | | 9,851,905 | | | | | | $ | 75.40 | | | | | 5,300,634 | | |

On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares authorized for award by 4,000,000 shares.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

(1) The Company’s [removed: 2019] [added: 2020] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

(b) Index to Exhibits-Any document incorporated by reference is identified by a parenthetical referencing the SEC [removed: filing] [added: filing,] which included the document.

| Number | | | | | | Description | | | [removed: | | |]

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

| 3.2 | | | | | | [Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the [removed: Company’s](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) [on Form](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) [8-K](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) [filed on](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) [January 17](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm)[, 2020](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm) | | |] [added: Company’s Current Report on Form 8-K filed on January 17, 2020)](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm)] | | |

| [removed: *4.1] [added: 4.1] | | | | | | [Description [removed: of](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) [](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[Capital Stock](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) | | |] [added: of Capital Stock](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) [(incorp](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[or](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[ated by refer](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[e](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[nce to Exhibit 4.1 to the Co](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[mpany's](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) [Annual](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) [Rep](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[ort on Form 10](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[\-K filed on February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)] | | |

| 4.2 | | | | | | [Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed on April 11, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex41.htm) | | | [removed: | | |]

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

| 4.4 | | | | | | [Form of Global Note representing the 4.200% Notes due 2028 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm) | | | [removed: | | |]

| †10.1 | | | | | | [1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, [removed: 2006, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm) | | |] [added: 2006](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)] | | |

| †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 March 29, [removed: 2019, on file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm) | | |] [added: 2019](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)] | | |

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

| 10.4 | | | | | | [Note Purchase Agreement dated as of August 23, 2013, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 26, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex103.htm) | | | [removed: | | |]

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

| [removed: †10.9] [added: †10.6] | | | | | | [C.H. Robinson Worldwide, Inc. 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, [removed: 2015, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm) | | |] [added: 2015](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)] | | |

| [removed: †10.10] [added: †10.7] | | | | | | [Robinson Companies Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the 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: | | |]

| [removed: †10.12] [added: †10.8] | | | | | | [2012 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2011, file no. 000-23189)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm) | | |] [added: 2011](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)] | | |

| [removed: †10.13] [added: †10.9] | | | | | | [2012 Form of Restricted Stock Award for U.S. Managerial Employees (incorporated by reference to Exhibit 10.14 to the 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: | | |]

| [removed: †10.14] [added: †10.10] | | | | | | [2012 Form of Restricted Stock Award for Officers (incorporated by reference to Exhibit 10.15 to the 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: | | |]

| [removed: †10.16] [added: †10.11] | | | | | | [2012 Form of Time-Based Restricted Stock Unit Award (incorporated by reference to Exhibit 10.15 to the 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: | | |]

| [removed: †10.17] [added: †10.12] | | | | | | [Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm) | | | [removed: | | |]

| [removed: †10.18] [added: †10.13] | | | | | | [Form of Performance Share Award for Officers (incorporated by reference to Exhibit 10.21 to the 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: | | |]

| [removed: †10.19] [added: †10.14] | | | | | | [Form of Performance Share Award for U.S. Managerial Employees (incorporated by reference to Exhibit 10.22 to the 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: | | |]

| [removed: †10.20] [added: †10.15] | | | | | | [Form of Time-Based Restricted Stock Unit Award (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102312312014.htm) | | | [removed: | | |]

| [removed: †10.21] [added: †10.16] | | | | | | [Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm) | | | [removed: | | |]

| [removed: †10.22] [added: †10.17] | | | | | | [Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the 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) | | | [removed: | | |]

| [removed: †10.23] [added: †10.18] | | | | | | [Form of Employee Confidentiality and Protection of Business Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102312312013.htm) | | | [removed: | | |]

| *†10.24 | | | | | | [Form of Performance [removed: Share] [added: Stock Unit] Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm) | | |] [added: (EPS)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm) [– U.S. Senior Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm)] | | |

| *†10.25 | | | | | | [Form of [removed: Incentive] [added: Performance] Stock [removed: Option] [added: Unit] Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm) | | |] [added: (AGP)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm) [– U.S. Senior Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm)] | | |

| [removed: *†10.26] [added: *†10.23] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: for Non-U.S. Employees](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020non-usperformanceun.htm) | | |] [added: – U.S. Senior Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021rsuawardagreement-uss.htm)] | | |

| [removed: *†10.27] [added: †10.21] | | | | | | [Form of Key [removed: Employee Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) | | |] [added: Employee](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) [Agreement](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) [(incorporated by](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) [refer](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)[e](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)[nce to Exhibit](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) [10.27](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) [to the Comp](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)[any's Annual Report on Form 10-K for the year ended December 31, 2019](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] | | |

| [removed: *†10.28] [added: †10.22] | | | | | | [Form of Employee Confidentiality and Protection of Business [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm) | | |] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm) [(incor](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm)[porated by refer](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm)[ence to Exhibit 10.28 to the Company's Annual Report on Form 10](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm)[\-K for the year ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/usemployeeagreement2019.htm)] | | |

| *21 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/exhibit212019.htm) | | |] [added: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit212020.htm)] | | |

| *23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/exhibit231.htm) | | |] [added: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit2312020.htm)] | | |

| *24 | | | | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/exhibit2412312019.htm) | | |] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit2412312020.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/1043277/000104327720000016/chrw10k-ex31112312019.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/chrw10k-ex31112312020.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/1043277/000104327720000016/chrw10k-ex312123119.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/chrw10k-ex312123120.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/1043277/000104327720000016/chrw10k-ex321123119.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/chrw10k-ex321123120.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/1043277/000104327720000016/chrw10k-ex322123119.htm) | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/chrw10k-ex322123120.htm)] | | |

| *101 | | | | | | The following financial statements from our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] filed on February 19, [removed: 2020,] [added: 2021,] formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] (ii) Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019] [added: 2020, 2019,] and [removed: 2018,] [added: 2018] (iv) Consolidated Statements of Stockholders’ Investment for the years ended [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text | | | [removed: | | |]

(2) All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

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[Table of](#i968161362022434bb58bcfec12f7faad_7) [Content](#i968161362022434bb58bcfec12f7faad_7)

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| †10.19 | | | | | | [Form of Performance Share Award](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm) [](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[Agreement](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm) [(](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[inco](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[r](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[porated by reference to Exhibit 10.24 to the Comp](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[any's Annual Report on Form 10-](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)[K for the year ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm) | | |

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| †10.20 | | | | | | [Form of Incentive Stock Option Award Agreement](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm) [(](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)[incorporated by refe](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)[rence to Exhibit 10.25 to the Company's Ann](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)[ual Report on](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm) [Form 10-K for th](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)[e year ended December 31, 2019](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm) | | |

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(2) Financial Statement Schedules-The following Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included in Part II, Item 8 of this Annual Report on Form 10-K:

Schedule II Valuation and Qualifying Accounts

Schedules other than the one listed above are omitted due to the absence of conditions under which they are required or because the information called for is included in Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.

SCHEDULE II.

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

The transactions in the allowance for doubtful accounts for the years ended December 31, were as follows (in thousands):

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| | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | | | |

| Balance, beginning of year | | | $ | 41,131 | | | | | $ | 42,409 | | | | | $ | 39,543 | | | | | | | |

| Provision | | | 5,853 | | | | | | 15,634 | | | | | | 13,489 | | | | | | | | |

| Write-offs | | | (14,146) | | | | | | (16,912) | | | | | | (10,623) | | | | | | | | |

| Balance, end of year | | | $ | 32,838 | | | | | $ | 41,131 | | | | | $ | 42,409 | | | | | | | |

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| 10.6 | | | | | | [Receivables Sale Agreement, dated as of April 26, 2017, by and among C.H. Robinson Company Inc., C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017)](http://www.sec.gov/Archives/edgar/data/1043277/000119312517148697/d387572dex102.htm) | | | | | |

| *10.7 | | | | | | [S](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm)[econd](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm) [Amendment](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm) [to the Receivables Purchase Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm) [February 14, 2020](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm)[, by and among C.H. Robinson Receivables, LLC, C.H. Robinson Worldwide, Inc., Bank of America, N.A., and Wells Fargo Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/wellschrobinson-amendm.htm) | | | | | |

| 10.8 | | | | | | [Amended and Restated Performance Guaranty, dated as of December 17, 2018, between C.H. Robinson Worldwide, Inc. and Wells Fargo Bank, N.A. for and on behalf of the Affected Parties under the Receivables Purchase Agreement dated as of December 17, 2018, among C.H. Robinson Receivables, LLC, C.H. Robinson Worldwide, Inc., Wells Fargo Bank, and various Conduit Purchasers, Purchaser Agents, and Committed Purchasers described therein](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm) [(](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm)[incorp](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm)[orated by reference to Exhibit 10.9 to the Compan](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm)[y's Current](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm) [Report on Form 10-K filed on February 25, 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327719000006/exhibit10810k2018.htm) | | | | | |

| †10.11 | | | | | | [Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H. Robinson Worldwide, Inc. and John P. Wiehoff (incorporated by reference to Exhibit 10.22 to the 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) | | | | | |

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on February 19, [removed: 2020.][added: 2021.]

| C.H. ROBINSON WORLDWIDE, INC. | | | | | | | | | [removed: | | | | | |]

| By: | | | | | | /s/ BEN G. CAMPBELL | | | [removed: | | | | | |]

| | | | | | | Ben G. Campbell | | | [removed: | | | | | |]

| | | | | | | Chief Legal Officer and Secretary | | | [removed: | | | | | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, [removed: 2020.][added: 2021.]

| Signature | | | | | | Title | | | [removed: | | |]

| /s/ ROBERT C. BIESTERFELD, JR. | | | | | | Chief Executive Officer (Principal Executive Officer) | | | [removed: | | |]

| Robert C. Biesterfeld, Jr. | | | | | | | | | [removed: | | |]

| /s/ MICHAEL P. ZECHMEISTER | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | [removed: | | |]

| Michael P. Zechmeister | | | | | | | | | [removed: | | |]

| * | | | | | | Chairman of the Board | | | [removed: | | |]

| * | | | | | | Director | | | [removed: | | |]

| Scott P. Anderson | | | | | | | | | [removed: | | |]

| Wayne M. Fortun | | | | | | | | | [removed: | | |]

| Timothy C. Gokey | | | | | | | | | [removed: | | |]

| Mary J. Steele Guilfoile | | | | | | | | | [removed: | | |]

| Jodee Kozlak | | | | | | | | | [removed: | | |]

| Brian P. Short | | | | | | | | | [removed: | | |]

| James B. Stake | | | | | | | | | [removed: | | |]

| Paula Tolliver | | | | | | | | | [removed: | | |]

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| Kermit Crawford | | | | | | | | |

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| * | | | | | | Director | | |

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| John P. Wiehoff | | | | | | | | | | | |