C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2021 vs FY2020

The following are 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 [added: Form] 10-K.

- Decrease in volumes: A reduction in overall freight volumes in the marketplace [removed: reduces] [added: may reduce] our opportunities for growth.

The transactional market may be more impacted than the contractual freight market by [added: supply chain disruptions or] overall economic conditions.

In addition, some customers may not pay us as quickly as they have in the past, [removed: causing] [added: which may cause] our working capital needs to increase.

In periods of rapid change, it [removed: is] [added: may be] more difficult to match our staffing levels to our business needs.

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

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

We depend on independent third parties to provide truck, rail, ocean, and air services and to report certain events to us, [removed: including,] [added: including] but not [removed: limited, to] [added: limited to,] shipment status information and freight claims.

These independent third parties may not fulfill their obligations to us, [removed: preventing] [added: which may prevent] us from meeting our commitments to our customers.

- equipment [added: and driver] shortages in the transportation industry, particularly among contracted motor carriers;

We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, [removed: third party] [added: third-party] freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, and on-demand transportation service providers.

Our earnings may be affected by seasonal changes [added: or significant disruptions] in the transportation industry. Results of operations for our industry generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season.

We rely on technology to operate our business. We have internally developed the majority of our operating [removed: systems.][added: systems and also rely on technology provided by third parties.]

We rely on our technology staff and [added: third-party] vendors to successfully implement changes to and maintain our operating systems in an efficient manner.

[removed: The] [added: In addition, our automobile liability] policy has a [added: primary] retention of [removed: $1] [added: $5] million per incident.

- intellectual property laws of countries that do not protect our rights in our intellectual property, [removed: including,] [added: including] but not limited to, our proprietary information systems, to the same extent as the laws of the United States.

In periods of rapid change, it [removed: is] [added: may be] more difficult to match our staffing level to our business needs.

We derive a significant portion of our total revenue and adjusted gross profit from our largest customers. Our top 100 customers comprise approximately [removed: 28] [added: 33] percent of our consolidated total revenue and [removed: 20] [added: 26] percent of consolidated adjusted gross profit.

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

[removed: These risks could be heightened if] [added: If] we complete a large acquisition or multiple acquisitions within a short period of [removed: time.][added: time, we may experience heightened difficulties in integrating the acquired companies.]

[added: Our growth and profitability may not continue, which may result in a decrease in our stock price.] There can be no assurance that our long-term growth [removed: objective] [added: targets] will be achieved or that we will be able to effectively adapt our management, administrative, and operational systems to respond to any future growth.

Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for [added: the contracted] motor carriers, from time to time, claims may be asserted against us for their [removed: actions,] [added: actions] or for our actions in retaining them.

Our involvement in the transportation of certain goods, including but not limited [removed: to] [added: to,] hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination.

We also carry various liability insurance policies, including automobile and general liability, with a $155 million umbrella where we carry retentions between [removed: $2] [added: $0.5] million and $5 [removed: million and $85 million and $90 million per incident.][added: million.]

Any recall or allegation of contamination could affect our reputation, particularly of our proprietary and/or licensed branded produce [removed: programs.][added: programs, which could materially and adversely affect our operating results.]

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

We may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been [removed: and] [added: or] will be adopted in response to terrorist activities and potential terrorist activities.

No assurances can be given that we will be able to pass these increased costs on to our customers in the form of rate increases or surcharges, and our operations and profitability may [removed: suffer] [added: be materially and adversely affected] as a result.

Department of Homeland Security regulations applicable to our customers who import goods into the [removed: United States] [added: U.S.] and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties.

Our contracted motor carriers are subject to increasingly stringent laws protecting the environment, including [removed: those] [added: transitional risks] relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory [removed: requirements] [added: requirements, including evolving transportation technology,] in the U.S. and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs.

We may be subject to negative impacts of catastrophic [removed: events.][added: events, including the physical impacts of climate change.]

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

We have [removed: already] experienced changes [added: and volatility] in demand, including declines in certain industries and regions, along with volatile pricing.

The extent to which [added: the ongoing] COVID-19 [added: pandemic] impacts our [added: operating] results will depend on future developments, which [removed: are] [added: remain] highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of [added: outbreaks,] the [removed: outbreak] [added: emergence of COVID-19 variants,] and the [added: effectiveness of local, state, federal, and] international actions that are being taken to contain and treat it.

[removed: While we currently expect this business disruption] [added: There continues] to be [removed: temporary, there is] uncertainty around the duration [added: of the COVID-19 pandemic] and its broader impact on the economy, and [removed: therefore] [added: therefore,] the effects it will have on our operations and financial [removed: results.][added: results remain uncertain.]

If economic or market conditions in key global markets [removed: deteriorate further, we expect to continue experiencing] [added: deteriorate, it may have a] material adverse [removed: effects] [added: impact] on our business and results of [removed: operations] [added: operations,] and [added: we] may experience material adverse effects on our financial positions.

As our volumes increase or we increase freight rates charged to our customers, the resulting increase in revenues may increase our working capital needs due to our business model which generally has a higher length of days sales outstanding than days payables outstanding.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

The transportation industry may also be significantly impacted by disruptions such as port congestion, the availability of transportation equipment, and labor shortages.

These disruptions may impact our ability to provide transportation services for our customers and may adversely impact our results of operations and operating cash flows.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

The continued automation of existing processes and usage of third-party technology and cloud network capacity will require adaptation and adjustments that may increase our exposure to cybersecurity risks and system availability reliance.

A loss for which we are not adequately insured could materially affect our financial results.

The coverage we currently have in place may not apply to a particular loss or it may not be sufficient to cover all liabilities to which we may be subject.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

Changes to income tax regulations in the U.S. and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the U.S. and other jurisdictions where we operate.

Changes to income tax laws and regulations in any of the jurisdictions where we operate could significantly increase our effective tax rate and reduce our operating cash flows.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

A loss for which we are not adequately insured could materially affect our financial results.

The coverage we currently have in place may not apply to a particular loss, or it may not be sufficient to cover all liabilities to which we may be subject.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

In response to the COVID-19 pandemic, we have adopted work-from-home arrangements, and many of our employees are working remotely while executing their duties and responsibilities.

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

Historically, income from operations and earnings are lower in the first quarter than in the other three quarters.

[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.

Our operations may be materially adversely affected by inconsistent management practices. We manage our business through a network of offices throughout North America, Europe, Asia, Oceania, and South America, supported by executives and shared and centralized services, with local management responsible for day-to-day operations, personnel decisions, and adherence to applicable local laws.

Inconsistent management practices could materially and adversely affect our overall profitability and expose us to litigation.

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

Our growth and profitability may not continue, which may result in a decrease in our stock price. Our long-term growth objective is to grow earnings per share by 10 percent annually.

Long-term growth targets represent an over time perspective and do not necessarily represent an expected annual growth rate.

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

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

Changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate could increase our borrowing costs. We are also subject to risks related to uncertainty regarding LIBOR.

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.

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

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

We offer a global suite of services using tailored, market-leading [added: differentiated] technology built by and for [added: our global network of] supply chain [removed: experts.][added: experts working with our customers to drive better outcomes by leveraging our experience, data, technology, and scale.]

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

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| Transportation | | | $ | [removed: 15,147,562] [added: 22,046,574] | | | | | | | | | | | $ | [removed: 14,322,295] [added: 15,147,562] | | | | | | | | | | | $ | [removed: 15,515,921] [added: 14,322,295] | | | | | | | |

| Sourcing | | | [removed: 1,059,544] [added: 1,055,564] | | | | | | | | | | | | [removed: 987,213] [added: 1,059,544] | | | | | | | | | | | | [removed: 1,115,251] [added: 987,213] | | | | | | | | |

| Total revenues | | | [removed: 16,207,106] [added: 23,102,138] | | | | | | | | | | | | [removed: 15,309,508] [added: 16,207,106] | | | | | | | | | | | | [removed: 16,631,172] [added: 15,309,508] | | | | | | | | |

| Purchased transportation and related services | | | [removed: 12,834,608] [added: 18,994,574] | | | | | | | | | | | | [removed: 11,839,433] [added: 12,834,608] | | | | | | | | | | | | [removed: 12,922,177] [added: 11,839,433] | | | | | | | | |

| Purchased products sourced for resale | | | [removed: 960,241] [added: 955,475] | | | | | | | | | | | | [removed: 883,765] [added: 960,241] | | | | | | | | | | | | [removed: 1,003,760] [added: 883,765] | | | | | | | | |

| Direct internally developed software amortization | | | [removed: 16,634] [added: 20,208] | | | | | | | | | | | | [removed: 11,492] [added: 16,634] | | | | | | | | | | | | [removed: 9,664] [added: 11,492] | | | | | | | | |

| Total direct costs | | | [removed: 13,811,483] [added: 19,970,257] | | | | | | | | | | | | [removed: 12,734,690] [added: 13,811,483] | | | | | | | | | | | | [removed: 13,935,601] [added: 12,734,690] | | | | | | | | |

| Gross profit / Gross profit margin | | | [removed: 2,395,623] [added: 3,131,881] | | | | | | [removed: 14.8] [added: 13.6] | | % | | | | [removed: 2,574,818] [added: 2,395,623] | | | | | | [removed: 16.8] [added: 14.8] | | % | | | | [removed: 2,695,571] [added: 2,574,818] | | | | | | [removed: 16.2] [added: 16.8] | | % |

| Plus: Direct internally developed software amortization | | | [removed: 16,634] [added: 20,208] | | | | | | | | | | | | [removed: 11,492] [added: 16,634] | | | | | | | | | | | | [removed: 9,664] [added: 11,492] | | | | | | | | |

| Adjusted gross profit / Adjusted gross profit margin | | | $ | [removed: 2,412,257] [added: 3,152,089] | | | | | [removed: 14.9] [added: 13.6] | | % | | | | $ | [removed: 2,586,310] [added: 2,412,257] | | | | | [removed: 16.9] [added: 14.9] | | % | | | | $ | [removed: 2,705,235] [added: 2,586,310] | | | | | [removed: 16.3] [added: 16.9] | | % |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Total revenues | | | | | | $ | [removed: 16,207,106] [added: 23,102,138] | | | | | $ | [removed: 15,309,508] [added: 16,207,106] | | | | | $ | [removed: 16,631,172] [added: 15,309,508] | |

| Operating income | | | | | | [removed: 673,268] [added: 1,082,108] | | | | | | [removed: 789,976] [added: 673,268] | | | | | | [removed: 912,083] [added: 789,976] | | |

| Operating margin | | | | | | [removed: 4.2] [added: 4.7] | | % | | | | [removed: 5.2] [added: 4.2] | | % | | | | [removed: 5.5] [added: 5.2] | | % |

| Adjusted gross profit | | | | | | $ | [removed: 2,412,257] [added: 3,152,089] | | | | | $ | [removed: 2,586,310] [added: 2,412,257] | | | | | $ | [removed: 2,705,235] [added: 2,586,310] | |

| Operating income | | | | | | [removed: 673,268] [added: 1,082,108] | | | | | | [removed: 789,976] [added: 673,268] | | | | | | [removed: 912,083] [added: 789,976] | | |

| Adjusted operating margin | | | | | | [removed: 27.9] [added: 34.3] | | % | | | | [removed: 30.5] [added: 27.9] | | % | | | | [removed: 33.7] [added: 30.5] | | % |

[removed: The] [added: As with the] North American surface transportation [removed: market experienced] [added: market, this compared to the] significant volatility [added: seen] in [removed: freight volumes and costs over the duration of] 2020 [removed: as a result of] [added: resulting from] the COVID-19 pandemic.

The average routing guide depth [removed: was 1.4 in 2020 and] increased steadily during the second half of [removed: 2020, to 1.8] [added: 2020 and finished] in [added: line with those seen over] the [removed: fourth quarter] [added: duration] of [removed: 2020.][added: 2021.]

The COVID-19 pandemic had a significant impact on our small business customers [added: in 2020] as our customer count decreased nearly 12 percent, driven almost entirely by small and emerging market customers.

Throughout [added: 2021 and] 2020, we [added: have] augmented our air freight capacity with charter flights due to the significant [added: commercial] capacity shortages in the market, which [added: have] resulted in larger than normal shipment [removed: sizes.][added: sizes as compared to our pre-pandemic operations.]

The following summarizes select [removed: 2020] [added: 2021] year-over-year operating comparisons to [removed: 2019:][added: 2020:]

- Gross profits [removed: decreased 7.0] [added: increased 30.7] percent to [removed: $2.4] [added: $3.1] billion.

Adjusted operating margin of [removed: 27.9] [added: 34.3] percent [removed: decreased 260] [added: increased 640] basis points.

[removed: -] [added: Interest and other expense.] Interest and other [removed: expenses totaled $44.9 million, which] [added: expense of $59.8 million] primarily consisted of [removed: $49.1] [added: $52.1] million of interest expense and [removed: was partially offset by] a [removed: $3.3] [added: $15.1] million [removed: favorable] [added: unfavorable] impact [removed: from] [added: of] foreign currency revaluation and realized foreign currency gains and [removed: losses.][added: losses in 2021.]

- The effective tax rate for [removed: 2020] [added: 2021] was [removed: 19.4] [added: 17.4] percent compared to [removed: 22.3] [added: 19.4] percent in [removed: 2019.][added: 2020.]

The [removed: lower] effective [added: income] tax rate [added: for the twelve months ended December 31, 2020,] was [removed: due] [added: lower than the statutory federal income tax rate] primarily [added: due] to the tax [removed: benefit related to stock-based compensation,] [added: impact of share-based payment awards,] including [added: the tax benefit from the] delivery of a one-time deferred stock award that was granted to [removed: the company's] [added: our] prior Chief Executive Officer in [removed: 2000,] [added: 2000] and excess foreign tax credits.

- Net income totaled [removed: $506.4] [added: $844.2] million, [removed: down 12.2] [added: up 66.7] percent from a year ago.

Diluted earnings per share [removed: (EPS) decreased 11.2] [added: increased 69.6] percent to [removed: $3.72.][added: $6.31.]

- Cash flow from operations decreased [removed: 40.2] [added: 81.0] percent to [removed: $499.2] [added: $95.0] million.

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | % change | | | | | | [removed: 2018] [added: 2019] | | | | | | % change | | |

| Transportation | | | | | | $ | [removed: 15,147,562] [added: 22,046,574] | | | | | $ | [removed: 14,322,295] [added: 15,147,562] | | | | | [removed: 5.8] [added: 45.5] | | % | | | | $ | [removed: 15,515,921] [added: 14,322,295] | | | | | [removed: (7.7)] [added: 5.8] | | % |

| Sourcing | | | | | | [removed: 1,059,544] [added: 1,055,564] | | | | | | [removed: 987,213] [added: 1,059,544] | | | | | | [removed: 7.3] [added: (0.4)] | | % | | | | [removed: 1,115,251] [added: 987,213] | | | | | | [removed: (11.5)] [added: 7.3] | | % |

| Total revenues | | | | | | [removed: 16,207,106] [added: 23,102,138] | | | | | | [removed: 15,309,508] [added: 16,207,106] | | | | | | [removed: 5.9] [added: 42.5] | | % | | | | [removed: 16,631,172] [added: 15,309,508] | | | | | | [removed: (7.9)] [added: 5.9] | | % |

| Purchased transportation and related services | | | | | | $ | [removed: 12,834,608] [added: 18,994,574] | | | | | [removed: 11,839,433] [added: $] | [added: 12,834,608] | | | | | [removed: 8.4] [added: 48.0] | | % | | | | [removed: 12,922,177] [added: $] | [added: 11,839,433] | | | | | [removed: (8.4)] [added: 8.4] | | % |

| Purchased products sourced for resale | | | | | | [removed: 960,241] [added: 955,475] | | | | | | [removed: 883,765] [added: 960,241] | | | | | | [removed: 8.7] [added: (0.5)] | | % | | | | [removed: 1,003,760] [added: 883,765] | | | | | | [removed: (12.0)] [added: 8.7] | | % |

| Personnel expenses | | | | | | [removed: 1,242,867] [added: 1,543,610] | | | | | | [removed: 1,298,528] [added: 1,242,867] | | | | | | [removed: (4.3)] [added: 24.2] | | % | | | | [removed: 1,343,542] [added: 1,298,528] | | | | | | [removed: (3.4)] [added: (4.3)] | | % |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

The North American surface transportation market experienced extremely tight carrier capacity in 2021 as strong demand combined with ongoing driver availability and supply chain disruptions caused by port congestion and weather events drove purchased transportation to historic levels.

This compared to an extremely volatile market in 2020 resulting from the early stages of the COVID-19 pandemic and restrictions implemented to control the outbreak, which drove significant volatility in customer demand and carrier capacity.

Industry freight volumes, as measured by the Cass Freight Index, increased approximately 13 percent in 2021 compared to 2020 and experienced growth in each quarter of 2021 compared to 2020.

This compared to a decline of approximately eight percent in 2020 compared to 2019 with significant volatility over the course of 2020.

The average routing guide depth was 1.7 in 2021 compared to 1.4 in 2020.

The global forwarding market has also been significantly impacted by supply chain disruptions caused by ongoing port congestion along with equipment and labor shortages in 2021.

These disruptions combined with strong demand have continued to drive purchased transportation costs for both ocean and air freight to historic levels.

In 2020, the COVID-19 pandemic resulted in a sharp decline in commercial air freight capacity and periods of significantly reduced ocean freight demand due to factory closures followed by a rapid surge of demand in the second half of 2020 when production resumed and companies began to replenish low inventory levels amidst the market uncertainty.

Our 2021 surface transportation results were impacted by the rising cost and price environment summarized in the market trends section above.

We did not, however, experience the significant year over year volume volatility seen in the industry as measured by the Cass Freight Index.

Industry freight volumes increased approximately 13 percent in 2021 compared to a decline of eight percent in 2020.

Our combined NAST truckload and LTL volume increased 5.5 percent in both 2021 and 2020.

Throughout the COVID-19 pandemic we have continued to work with our customers to meet our contractual commitments, which has resulted in a higher than normal percentage of shipments with negative adjusted gross profit margins and less volatility in our combined NAST truckload and LTL volumes as compared to the Cass Freight Index.

We have continued to reshape our portfolio by adapting our pricing to reflect the rising cost environment and participating to a greater extent in the spot market.

The strong demand and tight carrier capacity conditions in 2021 resulted in our average truckload linehaul cost per mile, excluding fuel costs, increasing 30.5 percent.

In our global forwarding business, we continued to experience significant increases in purchased transportation costs for both ocean and air freight due to the disruption caused by port congestion in addition to the equipment and labor shortages impacting the global forwarding market.

This along with increased volumes has resulted in strong growth in both total revenues and cost of transportation for our ocean and air freight services.

Ocean volumes increased 17.0 percent in 2021 with strong growth in nearly all regions we serve, driven by higher award sizes from existing customers and new customer growth in addition to the adverse impact to 2020 results from factory closures during the early stages of the COVID-19 pandemic.

On June 3, 2021, we acquired Combinex Holding B.V. (“Combinex”) to strengthen our European road transportation presence, for $14.7 million in cash.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

- Total revenues increased 42.5 percent to $23.1 billion, driven primarily by higher pricing and higher volume across most of our services.

Adjusted gross profits increased 30.7 percent to $3.2 billion, primarily driven by higher adjusted gross profit per transaction and higher volume across most of our services.

- Personnel expenses increased 24.2 percent to $1.5 billion, primarily due to higher incentive compensation costs and a 4.2 percent increase in average headcount, and also due to the benefit realized in 2020 from our short-term, pandemic-related cost reduction initiatives.

- Selling, general, and administrative (“SG&A”) expenses increased 6.1 percent to $526.4 million, primarily due to the increases in purchased services and warehouse expenses, partially offset by decreases in amortization and bad debt expenses and by an $11.5 million loss on the sale-leaseback of a company-owned data center in 2020.

- Income from operations totaled $1.1 billion, up 60.7 percent from last year due to an increase in adjusted gross profits, partially offset by the increase in operating expenses.

- Interest and other expenses totaled $59.8 million, which primarily consisted of $52.1 million of interest expense, which increased $3.0 million versus last year due to a higher average debt balance.

These expenses were partially offset by a $2.9 million local government subsidy in Asia for achieving specified performance criteria that was almost entirely offset by a reduction in foreign tax credits within the provision for income taxes.

The rate decrease was due primarily to a favorable mix of foreign earnings and an increased benefit related to U.S. tax credits and incentives.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| Transportation | | | | | | 13.8% | | | | | | 15.3% | | | | | | (150 bps) | | | | | | 17.3% | | | | | | (200 bps) | | |

| Sourcing | | | | | | 9.5% | | | | | | 9.4% | | | | | | 10 bps | | | | | | 10.5% | | | | | | (110 bps) | | |

Total revenues and related costs. Total transportation revenues and purchased transportation and related services increased significantly driven by higher pricing and volumes in most service lines, most notably ocean and truckload services.

The higher pricing was driven by the continued supply chain disruptions impacting both the global forwarding and surface transportation market discussed above in the market and business trends sections.

The prior year period was also impacted by the early stages of the COVID-19 pandemic, which resulted in significant volatility to both pricing and volumes.

Much of this volatility was the result of restrictions in place to control the outbreak, which resulted in the sharp decline in commercial air freight capacity and periods of significantly reduced ocean freight demand due to factory closures.

This was followed by periods of rapid demand increases when production resumed and companies began to replenish low inventory levels amidst the market uncertainty and elevated demand for essential products.

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Gross profits and adjusted gross profits. Our transportation adjusted gross profit increased driven by increased pricing and volumes in nearly all service lines, most notably ocean and truckload services, resulting in higher adjusted gross profits per transaction.

Our transportation adjusted gross profit margin decreased driven by the significant increase in the cost of purchased transportation and related services in nearly all service lines.

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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.

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.

As demand accelerated, it outpaced carrier capacity returning to the market, which resulted in significant pricing increases for the cost of ocean freight.

Our 2020 surface transportation results were largely consistent with the overall market trends summarized above, although we did experience volume increases in excess of the industry trends as measured by the Cass Freight Index.

Despite industry freight volumes declining approximately eight percent in 2020, our combined North American Surface Transportation (“NAST”) truckload and LTL volumes increased approximately 5.5 percent.

Similarly, the number of active contracted transportation companies we utilized declined approximately six percent, solely with those carriers having a fleet under 100 trucks.

We continued to work with our customers to meet our contractual commitments while adapting our pricing to reflect the volatile cost of transportation pricing seen since the beginning of the COVID-19 pandemic while also serving customers' needs in the spot market.

This resulted in an increase in average truckload linehaul rates per mile, excluding fuel costs, charged to customers, although our truckload transportation costs, excluding fuel prices, increased at a faster rate resulting in adjusted gross profit margin compression.

Our global forwarding results were largely consistent with the overall market trends summarized above.

The increase in air freight pricing more than offset an 18.0 percent decline in air freight volumes.

Ocean volumes increased a modest 0.5 percent in 2020 as volume reductions in the first half of 2020 due to the COVID-19 pandemic were more than offset by increases in the second half of 2020 as industries resumed production and demand increased.

Our ocean business experienced significant increases in the cost of ocean freight beginning in the second quarter as many ocean carriers idled capacity due to the impacts of the COVID-19 pandemic and this capacity was slow to return to the market in comparison to the demand and production increases experienced in the second half of 2020.

These factors resulted in a rapidly increasing price and cost environment.

On February 28, 2019, we acquired The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia.

Our consolidated results include the results of

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Space Cargo since March 1, 2019.

On May 22, 2019, we acquired Dema Service S.p.A (“Dema Service”) to strengthen our existing footprint in Italy.

Our consolidated results include the results of Dema Service since May 23, 2019.

SIGNIFICANT DEVELOPMENTS

Our 2020 financial results and operations were impacted by the COVID-19 pandemic described above and discussed throughout Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” In addition, see Part I—“Item 1A, Risk Factors,” included within this Annual Report on Form 10-K for discussion of the impacts and potential impacts of the COVID-19 pandemic.

The extent to which the COVID-19 pandemic impacts our financial results and operations in 2021 and going forward will depend on future developments, which are highly uncertain and cannot be predicted, including fluctuations in the severity of the outbreak and the actions being taken to contain and treat it.

During 2020, we have taken a variety of measures to ensure the availability, continuity, and security of our critical infrastructure, ensure the health and safety of our employees around the globe, and provide service and supply chain continuity to our customers and contracted carriers in order to deliver critical and essential goods and services.

We continue to follow public and private sector policies and initiatives to reduce the transmission of COVID-19, such as requiring social distancing, wearing a mask, and limiting the number of employees to less than 50 percent capacity when in the office, in addition to the elimination of all non-essential travel.

We have also adopted work-from-home arrangements, and near the end of 2020 approximately 84 percent of our employees were working remotely, executing their duties and responsibilities.

In addition, we took steps in 2020 to reduce costs, including the elimination of all non-essential travel, temporary salary reductions for company executive officers, temporary reductions in cash retainers for board members, temporary suspension of the company match to retirement plans for U.S. and Canadian employees, accelerating the use of paid time off, and furloughing approximately seven percent of our U.S. and Canadian employees in the second quarter of 2020.

As we continued to harness the benefits of our technology investment and network transformation, we eliminated certain positions during 2020, and therefore, a portion of employees did not return from furlough.

We recognized $4.4 million in severance in 2020 as a result of these reductions.

Due to the ongoing uncertainty around the severity and duration of the outbreak, we are not able at this time to estimate the impact the COVID-19 pandemic may have on our financial results and operations in 2021 and going forward.

We had [removed: $243.8] [added: $257.4] million of cash and cash equivalents on December 31, [removed: 2020.][added: 2021.]

At December 31, [removed: 2020,] [added: 2021,] there was [removed: no] [added: $525.0 million] outstanding [removed: balance] on the revolving loan.

At December 31, [removed: 2020,] [added: 2021,] there was $500 million outstanding on the notes.

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $710.2] [added: $677.1] million as of December 31, [removed: 2020,] [added: 2021,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $593.3] [added: $594.2] million at December 31, [removed: 2020.][added: 2021.]

Foreign [removed: Exchange Risk][added: Exchange]

All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against the Chinese Yuan on December 31, [removed: 2020] [added: 2021,] would have decreased our net income by approximately [removed: $11.9] [added: $16.1] million and a hypothetical 10 percent strengthening of the U.S. Dollar against the Chinese Yuan on December 31, [removed: 2020] [added: 2021,] would have increased our net income by approximately [removed: $9.7] [added: $13.2] million.

We are a party to a Receivables Securitization Facility, with various lenders, that provides a total availability of up to $300 million and funded at $300 million as of December 31, 2021.

Interest accrues on the facility at variable rates based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin.

At December 31, 2021, there was $299.5 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility.

On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement.

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

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C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world with consolidated total revenues of [removed: $16.2] [added: $23.1] billion in [removed: 2020.][added: 2021.]

We [added: are driven to] provide [added: exceptional experience to our customers and suppliers by providing] freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries.

[removed: During 2020,] [added: In 2021,] we handled approximately [removed: 19] [added: 20] million shipments and worked with approximately [removed: 105,000] [added: 100,000] customers.

[removed: Our] [added: Operating throughout North America, Europe, Asia, Oceania, and South America we offer a] global [added: suite of services using tailored, market-leading differentiated technology built by and for our global] network of supply chain experts [removed: work] [added: working] with our customers to drive better [removed: supply chain] outcomes by leveraging our experience, data, technology, and scale.

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

We utilized approximately [removed: 73,000] [added: 85,000] contracted transportation companies around the world, including contracted motor carriers, railroads (primarily intermodal service providers), and ocean and air carriers in [removed: 2020.][added: 2021.]

Our [removed: model enables] [added: employees, technology, and product portfolio enable] us to [removed: be] [added: provide a differentiated experience, remaining] flexible and [removed: provide] [added: providing] solutions that optimize service for our customers.

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

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

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

The foundation for much of our logistics expertise can be traced to [removed: our] [added: this original business, founded in 1905, which gives us] significant experience in handling produce and temperature controlled commodities.

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

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

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

Managed TMS combines the use of [removed: Navisphere,] [added: our global technology platform Navisphere® (“Navisphere”),] logistics process expertise, and consulting services in relation to the use of motor carriers [added: and other transportation providers] chosen by our customers.

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

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

Customers communicate their freight needs, typically on an order-by-order basis, to the C.H. Robinson team responsible for their [removed: account.][added: account, either directly or through highly automated connections established between Navisphere and the customers' transportation management system.]

The [added: C.H. Robinson] team [added: then] ensures that all necessary information regarding each shipment is available in Navisphere.

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

[removed: Our employees price] our services to provide a profit to us for the totality of services performed for the customer.

In [removed: a small number of] [added: some] cases, we may get advance commitments from one or more contracted motor carriers to transport contracted shipments for the length of our customer [removed: contract.][added: contract or to provide transportation services within dense transportation lanes.]

In those cases, where we have prearranged rates with contracted motor carriers, there is [added: typically] a calculated fuel surcharge based on a mutually agreed-upon formula.

In addition to these transportation services, we may [added: also] provide [removed: additional] [added: a wide range of value-added] logistics services, such as [removed: contract warehousing, consulting, transportation management,] [added: freight consolidation, customs brokerage, supply chain consulting] and [removed: other services,] [added: analysis, emission analytics, optimization, and reporting,] for which we are usually paid separately.

Transportation services accounted for approximately [added: 97 percent of adjusted gross profit in 2021 and] 96 percent of adjusted gross profit in [removed: 2020, 2019,] [added: 2020] and [removed: 2018.][added: 2019.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | |

| Truckload | | | $ | [removed: 1,071,873] [added: 1,280,629] | | | | | $ | [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] | |

| LTL | | | [removed: 457,290] [added: 523,365] | | | | | | [removed: 477,348] [added: 457,290] | | | | | | [removed: 471,275] [added: 477,348] | | | | | | [removed: 407,012] [added: 471,275] | | | | | | [removed: 381,817] [added: 407,012] | | |

| Ocean | | | [removed: 350,094] [added: 711,223] | | | | | | [removed: 308,367] [added: 350,094] | | | | | | [removed: 312,952] [added: 308,367] | | | | | | [removed: 290,630] [added: 312,952] | | | | | | [removed: 244,276] [added: 290,630] | | |

| Air | | | [removed: 151,443] [added: 225,286] | | | | | | [removed: 106,777] [added: 151,443] | | | | | | [removed: 120,540] [added: 106,777] | | | | | | [removed: 100,761] [added: 120,540] | | | | | | [removed: 82,167] [added: 100,761] | | |

| Customs | | | [removed: 87,095] [added: 100,539] | | | | | | [removed: 91,828] [added: 87,095] | | | | | | [removed: 88,515] [added: 91,828] | | | | | | [removed: 70,952] [added: 88,515] | | | | | | [removed: 50,509] [added: 70,952] | | |

| Other Logistics Services | | | [removed: 195,159] [added: 210,958] | | | | | | [removed: 149,664] [added: 195,159] | | | | | | [removed: 154,546] [added: 149,664] | | | | | | [removed: 146,262] [added: 154,546] | | | | | | [removed: 138,851] [added: 146,262] | | |

| Total | | | $ | [removed: 2,312,954] [added: 3,052,000] | | | | | $ | [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] | |

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

These programs contain a wide variety of high quality, fresh bulk, and [removed: value added] [added: value-added] fruits and vegetables.

[removed: We have also instituted quality] assurance and monitoring programs as part of our branded and preferred grower programs.

Sourcing accounted for approximately [added: three percent of our adjusted gross profit in 2021 and] four percent of our adjusted gross profit in [removed: 2020, 2019,] [added: 2020] and [removed: 2018.][added: 2019.]

During [removed: 2020,] [added: 2021,] we served approximately [removed: 105,000] [added: 100,000] customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During [removed: 2020,] [added: 2021,] our largest customer accounted for approximately [removed: one] [added: two] percent of total revenues.

*•*People: Our knowledgeable, dedicated, and empowered people act as an extension of our customers’ [removed: teams – logistics] [added: teams—logistics] experts they can rely [removed: on, to] [added: on—to] innovate and execute their supply chain strategies;

We transform the way the world moves, improving the global supply chain through our people, processes, and technology.

Our EDGE values are the core of our strategy and drive us to Evolve constantly, Deliver excellence, Grow together, and Embrace integrity.

In 2021, our customers turned to us to find solutions to problems they had never experienced before in the supply chain industry.

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Our employees price

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We have also instituted quality

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Industry-first tools launched by Robinson Labs in 2021 include:

- Procure IQ®, which uses an algorithm built by our data scientists and the largest freight shipment dataset in the industry to show shippers the optimal way to purchase transportation in each of their shipping lanes;

- Emissions IQ™, which gives shippers instant visibility into their carbon emissions and surfaces opportunities for reduction; and

- Market Rate IQ™, which reveals the patterns in a shipper’s spot freight that they could change to save money

- Navisphere Insight takes a customer’s raw data about their freight and uses data science to turn it into valuable insights, surfacing trends in transportation performance, and spend that can be used for decision-making in real time or over time.

Analysis is provided down to the shipment and order level.

- Navisphere Optimizer helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings.

It is used during the transportation planning process and dynamically selects the right route with the right mode and right carrier on the right day.

Navisphere is also integrated into an industry-leading 23 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered.

This eliminates the need for our customers to shop around and provides an automated solution.

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We are subject to laws and regulations in the U.S. and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information.

These laws and regulations include, for example, the European General Data Protection Regulation and the California Consumer Privacy Act.

Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations.

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At C.H. Robinson, our employees literally connect the world.

Our talent strategy is built on our EDGE values: Evolve constantly, Deliver excellence, Grow together, and Embrace integrity.

We attract and retain the right talent by creating an inclusive, high-performing culture and engage employees with meaningful work at a place where they belong, can grow, and are proud to work.

We leverage the diverse perspectives, backgrounds, and experiences of our global network of supply chain experts to create innovative solutions and better meet the needs of our customers, contract carriers, and growers.

*Oversight and Governance*

Our Board of Directors and Talent and Compensation Committee have oversight of our human capital management and diversity, equity, and inclusion (“DEI”) efforts.

They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on our key strategic initiatives, success measurements, and other relevant matters pertaining to human resources and DEI including, but not limited to, hiring and retention, culture, employee engagement, succession planning, compensation and benefits, and human resources or DEI-related risks.

*Our People*

| Network employees | | | | | | 10,133 | | | | | | 1,799 | | | | | | 1,950 | | | | | | 409 | | | | | | 263 | | | | | | 14,554 | | |

| Shared services employees | | | | | | 1,856 | | | | | | 186 | | | | | | 214 | | | | | | 33 | | | | | | 34 | | | | | | 2,323 | | |

| Total Employees | | | | | | 11,989 | | | | | | 1,985 | | | | | | 2,164 | | | | | | 442 | | | | | | 297 | | | | | | 16,877 | | |

| Contractors | | | | | | 1,689 | | | | | | 38 | | | | | | 343 | | | | | | 54 | | | | | | 58 | | | | | | 2,182 | | |

*Diversity, Equity, and Inclusion (DEI)*

We believe that fostering an inclusive, equitable, and diverse workforce is core to our EDGE values as well as a business imperative.

We bring our commitment to diversity, equity, and inclusion to life by integrating our DEI strategic pillars (workplace diversity, workforce inclusivity, partnerships, and accountability) across our talent strategies and into our business.

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

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

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

This was our original business when we were founded in 1905.

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This information is received electronically by Navisphere from the customers' system, entered by our employees into Navisphere, or by the customer through our web tools.

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brands.

With the guidance of our executive and shared services teams, offices are given significant latitude to pursue opportunities and to commit our resources to serve our customers.

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transporting the shipment to ensure compliance with these types of requirements.

| 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.

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.

Working with their regional or divisional leaders, each team makes hiring decisions, based on balancing business needs with personnel investment and meeting targeted productivity and profitability goals.

Our continued success depends in large part on our ability to hire strong, diverse talent and retain and develop successful employees.

On average, our managers lead a team of six direct reports.

Because the quality of our employees is essential to our success, we are highly selective in our recruiting and hiring.

To support our hiring processes, we have a corporate talent acquisition team that develops a robust, diverse pipeline of qualified candidates that managers can draw from.

Ongoing employee development is an important component of our talent strategy; therefore, our employees and managers have performance conversations on a regular basis, at least twice per year.

In addition, on an annual basis we conduct an employee engagement survey to assess employee engagement, which is measured by willingness to recommend a company, intent to stay, pride, and the experience of intrinsic motivation on the job.

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A significant portion of management compensation is dependent on the growth and profitability of their team.

The percentage they can potentially earn is predetermined in an annual bonus contract and is based on their role and the overall success of the team.

A majority of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders.

Employees benefit both through the growth and profitability of their team and by achieving individual goals.

They are motivated by the opportunity to advance in a variety of career paths, including management, corporate sales, and customer and carrier account management.

*Network Employees*

We have defined job families and roles to enable our employees to specialize in particular areas of the business and build their expertise.

We believe this enables them to perform at a higher level and create more value for our customers and contract carriers.

Some of our employees choose to stay in that area of specialization, while others progress across multiple areas of the business to build a broader base of experience.

We believe our strategy of having multiple career path opportunities enables our employees to develop to their highest potential and choose a career plan that fits their goals and aspirations.

Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible [removed: additional] losses.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] was [removed: approximately $10,644,657,729] [added: $12,367,912,086] (based upon the closing price of [removed: $79.06] [added: $93.67] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 17, 2021,] [added: 16, 2022,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 133,815,455.][added: 128,798,559.]

Portions of the Registrant’s Proxy Statement relating to its [added: 2022] Annual Meeting of Stockholders [removed: to be held May 6, 2021] (the “Proxy [removed: Statement”),] [added: Statement”)] are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2020][added: 2021]

| Item 1. | | | [removed: [Business](#i968161362022434bb58bcfec12f7faad_13)] [added: [Business](#ic6799676e16f4a73b9fbe61f891b870d_13)] | | | [removed: [3](#i968161362022434bb58bcfec12f7faad_13)] [added: [3](#ic6799676e16f4a73b9fbe61f891b870d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i968161362022434bb58bcfec12f7faad_19)] [added: Factors](#ic6799676e16f4a73b9fbe61f891b870d_19)] | | | [removed: [14](#i968161362022434bb58bcfec12f7faad_19)] [added: [16](#ic6799676e16f4a73b9fbe61f891b870d_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i968161362022434bb58bcfec12f7faad_22)] [added: Comments](#ic6799676e16f4a73b9fbe61f891b870d_22)] | | | [removed: [19](#i968161362022434bb58bcfec12f7faad_22)] [added: [21](#ic6799676e16f4a73b9fbe61f891b870d_22)] | | |

| Item 2. | | | [removed: [Properties](#i968161362022434bb58bcfec12f7faad_25)] [added: [Properties](#ic6799676e16f4a73b9fbe61f891b870d_25)] | | | [removed: [19](#i968161362022434bb58bcfec12f7faad_25)] [added: [21](#ic6799676e16f4a73b9fbe61f891b870d_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i968161362022434bb58bcfec12f7faad_28)] [added: Proceedings](#ic6799676e16f4a73b9fbe61f891b870d_28)] | | | [removed: [19](#i968161362022434bb58bcfec12f7faad_28)] [added: [22](#ic6799676e16f4a73b9fbe61f891b870d_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i968161362022434bb58bcfec12f7faad_31)] [added: Disclosures](#ic6799676e16f4a73b9fbe61f891b870d_31)] | | | [removed: [19](#i968161362022434bb58bcfec12f7faad_31)] [added: [22](#ic6799676e16f4a73b9fbe61f891b870d_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i968161362022434bb58bcfec12f7faad_37)] [added: Securities](#ic6799676e16f4a73b9fbe61f891b870d_37)] | | | [removed: [20](#i968161362022434bb58bcfec12f7faad_37)] [added: [23](#ic6799676e16f4a73b9fbe61f891b870d_37)] | | |

| Item 6. | | | [removed: [Reserved](#i968161362022434bb58bcfec12f7faad_1833)] [added: [Reserved](#ic6799676e16f4a73b9fbe61f891b870d_40)] | | | [removed: [21](#i968161362022434bb58bcfec12f7faad_1833)] [added: [24](#ic6799676e16f4a73b9fbe61f891b870d_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i968161362022434bb58bcfec12f7faad_43)] [added: Operations](#ic6799676e16f4a73b9fbe61f891b870d_43)] | | | [removed: [22](#i968161362022434bb58bcfec12f7faad_43)] [added: [25](#ic6799676e16f4a73b9fbe61f891b870d_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i968161362022434bb58bcfec12f7faad_70)] [added: Risk](#ic6799676e16f4a73b9fbe61f891b870d_70)] | | | [removed: [33](#i968161362022434bb58bcfec12f7faad_70)] [added: [36](#ic6799676e16f4a73b9fbe61f891b870d_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i968161362022434bb58bcfec12f7faad_73)] [added: Data](#ic6799676e16f4a73b9fbe61f891b870d_73)] | | | [removed: [34](#i968161362022434bb58bcfec12f7faad_73)] [added: [38](#ic6799676e16f4a73b9fbe61f891b870d_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i968161362022434bb58bcfec12f7faad_154)] [added: Disclosure](#ic6799676e16f4a73b9fbe61f891b870d_133)] | | | [removed: [62](#i968161362022434bb58bcfec12f7faad_154)] [added: [67](#ic6799676e16f4a73b9fbe61f891b870d_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i968161362022434bb58bcfec12f7faad_157)] [added: Procedures](#ic6799676e16f4a73b9fbe61f891b870d_136)] | | | [removed: [62](#i968161362022434bb58bcfec12f7faad_157)] [added: [67](#ic6799676e16f4a73b9fbe61f891b870d_136)] | | |

| Item 9B. | | | [Other [removed: Information](#i968161362022434bb58bcfec12f7faad_160)] [added: Information](#ic6799676e16f4a73b9fbe61f891b870d_139)] | | | [removed: [62](#i968161362022434bb58bcfec12f7faad_160)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_139)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i968161362022434bb58bcfec12f7faad_166)] [added: Governance](#ic6799676e16f4a73b9fbe61f891b870d_145)] | | | [removed: [63](#i968161362022434bb58bcfec12f7faad_166)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_145)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i968161362022434bb58bcfec12f7faad_169)] [added: Compensation](#ic6799676e16f4a73b9fbe61f891b870d_148)] | | | [removed: [63](#i968161362022434bb58bcfec12f7faad_169)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_148)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i968161362022434bb58bcfec12f7faad_172)] [added: Matters](#ic6799676e16f4a73b9fbe61f891b870d_151)] | | | [removed: [63](#i968161362022434bb58bcfec12f7faad_172)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_151)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i968161362022434bb58bcfec12f7faad_175)] [added: Independence](#ic6799676e16f4a73b9fbe61f891b870d_154)] | | | [removed: [63](#i968161362022434bb58bcfec12f7faad_175)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_154)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i968161362022434bb58bcfec12f7faad_178)] [added: Services](#ic6799676e16f4a73b9fbe61f891b870d_157)] | | | [removed: [64](#i968161362022434bb58bcfec12f7faad_178)] [added: [68](#ic6799676e16f4a73b9fbe61f891b870d_157)] | | |

| Item 15. | | | [removed: [Exhibits, Financial] [added: [Exhibits](#ic6799676e16f4a73b9fbe61f891b870d_163) [](#ic6799676e16f4a73b9fbe61f891b870d_163)[and](#ic6799676e16f4a73b9fbe61f891b870d_163) [Financial] Statement [removed: Schedules](#i968161362022434bb58bcfec12f7faad_184)] [added: Schedules](#ic6799676e16f4a73b9fbe61f891b870d_163)] | | | [removed: [64](#i968161362022434bb58bcfec12f7faad_184)] [added: [69](#ic6799676e16f4a73b9fbe61f891b870d_163)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i968161362022434bb58bcfec12f7faad_187)] [added: Summary](#ic6799676e16f4a73b9fbe61f891b870d_166)] | | | [removed: [66](#i968161362022434bb58bcfec12f7faad_187)] [added: [71](#ic6799676e16f4a73b9fbe61f891b870d_166)] | | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic6799676e16f4a73b9fbe61f891b870d_1583) | | | [68](#ic6799676e16f4a73b9fbe61f891b870d_1583) | | |

| | | | [Signatures](#ic6799676e16f4a73b9fbe61f891b870d_169) | | | [72](#ic6799676e16f4a73b9fbe61f891b870d_169) | | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

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

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

| | | | [Signatures](#i968161362022434bb58bcfec12f7faad_190) | | | [67](#i968161362022434bb58bcfec12f7faad_190) | | |

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

We also own an office in Kansas City, [removed: Missouri] [added: Missouri,] of approximately [removed: 208,000] [added: 201,000] square feet.

We lease approximately [removed: 280] [added: 250] locations used for office space in [removed: approximately 240] [added: 215] cities around the world, most notably a fifteen year lease [removed: which] [added: that] commenced in August 2018, of approximately 207,000 square feet in Chicago, Illinois.

In addition, we lease warehouse space totaling approximately [removed: 4.2] [added: 4.5] million square feet in [removed: 24] [added: 29] locations primarily within the United States and a data center in Oronoco, [removed: Minnesota] [added: Minnesota,] of approximately 32,000 square feet.

Most of our offices and warehouses are leased from third parties under leases with initial terms ranging from [removed: three] [added: one] to fifteen years.

Our office locations range in space from 1,000 to [removed: 208,000] [added: 207,000] square feet.

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

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

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

On February [removed: 17, 2021,] [added: 16, 2022,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $89.95] [added: $90.41] per share.

On February [removed: 17, 2021,] [added: 16, 2022,] there were approximately [removed: 134] [added: 133] holders of record.

On February [removed: 12, 2021,] [added: 11, 2022,] there were approximately [removed: 139,005] [added: 165,784] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2020:][added: 2021:]

(1) The total number of shares purchased includes: (i) [removed: 1,232,321] [added: 1,560,117] shares of common stock purchased under the authorization described below; and (ii) [removed: 13,978] [added: 15,528] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

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: 2015] [added: 2016] to December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| October 2021 | | | 530,521 | | | | | | $ | 94.66 | | | | | 527,120 | | | | | | 2,668,385 | | |

| November 2021 | | | 319,867 | | | | | | 94.56 | | | | | | 311,005 | | | | | | 2,357,380 | | |

| December 2021 | | | 725,257 | | | | | | 101.77 | | | | | | 721,992 | | | | | | 21,635,388 | | |

| Fourth quarter 2021 | | | 1,575,645 | | | | | | $ | 97.91 | | | | | 1,560,117 | | | | | | 21,635,388 | | |

(2)On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock.

As of December 31, 2021, there were 21,635,388 shares remaining for future repurchases.

Repurchases may be made from time to time at prevailing prices in the open market or in privately negotiated transactions, subject to market conditions and other factors.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 124.53 | | | | | $ | 120.03 | | | | | $ | 114.38 | | | | | $ | 140.70 | | | | | $ | 164.87 | |

| S&P 500 | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P Midcap 400 | | | 100.00 | | | | | | 116.24 | | | | | | 103.36 | | | | | | 130.44 | | | | | | 148.26 | | | | | | 184.96 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 123.35 | | | | | | 110.84 | | | | | | 133.75 | | | | | | 137.58 | | | | | | 165.72 | | |

| 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 | | |

(2) In May 2018, the Board of Directors increased the number of shares authorized to be repurchased by 15,000,000 shares.

As of December 31, 2020, there were 7,789,752 shares remaining for future repurchases under this authorization.

Purchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated share repurchase programs.

[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 | | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

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

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes (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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] , based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 19, 2020,] [added: 23, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: *Critical] [added: Critical] Audit Matter [removed: Description*][added: Description]

At December 31, [removed: 2020] [added: 2021] the Company recorded revenue of [removed: $197.2] [added: $453.7] million for services it provided while a shipment was still in-transit but for which it had not yet completed its performance obligation or had not yet invoiced the customer.

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 [removed: and financial statements] as of and for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 19, 2021,] [added: 23, 2022,] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| [removed: Cash] [added: Cash] and cash [removed: equivalents |] [added: equivalents, beginning of year] | | [removed: $] | 243,796 | | | | | [removed: $] | 447,858 | | [added: | | | | 378,615 | | |]

| Receivables, net of allowance for credit loss of [removed: $38,113] [added: $41,542] and [removed: $32,838] [added: $38,113] | | | [removed: 2,449,577] [added: 3,963,487] | | | | | | [removed: 1,974,381] [added: 2,449,577] | | |

| Contract assets, net of allowance for credit loss | | | [removed: 197,176] [added: 453,660] | | | | | | [removed: 132,874] [added: 197,176] | | |

| Prepaid expenses and other | | | [removed: 51,152] [added: 129,593] | | | | | | [removed: 85,005] [added: 51,152] | | |

| Total current assets | | | [removed: 2,941,701] [added: 4,804,153] | | | | | | [removed: 2,640,118] [added: 2,941,701] | | |

| Property and equipment | | | [removed: 478,982] [added: 442,112] | | | | | | [removed: 489,976] [added: 478,982] | | |

| Accumulated depreciation and amortization | | | [removed: (300,033)] [added: (302,281)] | | | | | | [removed: (281,553)] [added: (300,033)] | | |

| Net property and equipment | | | [removed: 178,949] [added: 139,831] | | | | | | [removed: 208,423] [added: 178,949] | | |

| Goodwill | | | [removed: 1,487,187] [added: 1,484,754] | | | | | | [removed: 1,291,760] [added: 1,487,187] | | |

| Other intangible assets, net of accumulated amortization of [removed: $68,249] [added: $88,302] and [removed: $156,879] [added: $68,249] | | | [removed: 113,910] [added: 89,606] | | | | | | [removed: 90,931] [added: 113,910] | | |

| Right-of-use lease assets | | | [removed: 319,785] [added: 292,559] | | | | | | [removed: 310,860] [added: 319,785] | | |

| Deferred tax assets | | | [removed: 18,640] [added: 124,900] | | | | | | [removed: 13,485] [added: 18,640] | | |

| Other assets | | | [removed: 84,086] [added: 92,309] | | | | | | [removed: 85,483] [added: 84,086] | | |

| Total assets | | | $ | [removed: 5,144,258] [added: 7,028,112] | | | | | $ | [removed: 4,641,060] [added: 5,144,258] | |

| Accounts payable | | | $ | [removed: 1,195,099] [added: 1,813,473] | | | | | $ | [removed: 984,604] [added: 1,195,099] | |

| Outstanding checks | | | [removed: 88,265] [added: 105,828] | | | | | | [removed: 78,231] [added: 88,265] | | |

| Compensation | | | [removed: 138,460] [added: 201,421] | | | | | | [removed: 112,784] [added: 138,460] | | |

| Transportation expense | | | [removed: 153,574] [added: 342,778] | | | | | | [removed: 101,194] [added: 153,574] | | |

| Income taxes | | | [removed: 43,700] [added: 100,265] | | | | | | [removed: 12,354] [added: 43,700] | | |

| Other accrued liabilities | | | [removed: 154,460] [added: 171,266] | | | | | | [removed: 62,706] [added: 154,460] | | |

| Current lease liabilities | | | [removed: 66,174] [added: 66,311] | | | | | | [removed: 61,280] [added: 66,174] | | |

| Current portion of debt | | | [removed: —] [added: 525,000] | | | | | | [removed: 142,885] [added: —] | | |

| Total current liabilities | | | [removed: 1,839,732] [added: 3,326,342] | | | | | | [removed: 1,556,038] [added: 1,839,732] | | |

| Long-term debt | | | [removed: 1,093,301] [added: 1,393,649] | | | | | | [removed: 1,092,448] [added: 1,093,301] | | |

| Noncurrent lease liabilities | | | [removed: 268,572] [added: 241,369] | | | | | | [removed: 259,444] [added: 268,572] | | |

| Noncurrent income taxes payable | | | [removed: 26,015] [added: 28,390] | | | | | | [removed: 22,354] [added: 26,015] | | |

| Deferred tax liabilities | | | [removed: 22,182] [added: 16,113] | | | | | | [removed: 39,776] [added: 22,182] | | |

| Other long-term liabilities | | | [removed: 14,523] [added: 315] | | | | | | [removed: 270] [added: 14,523] | | |

| Total liabilities | | | [removed: 3,264,325] [added: 5,006,178] | | | | | | [removed: 2,970,330] [added: 3,264,325] | | |

| Common stock, $0.10 par value, 480,000 shares authorized; [removed: 179,232] [added: 179,206] and [removed: 179,380] [added: 179,232] shares issued, [removed: 134,298] [added: 129,186] and [removed: 134,895] [added: 134,298] outstanding | | | [removed: 13,430] [added: 12,919] | | | | | | [removed: 13,490] [added: 13,430] | | |

| Additional paid-in capital | | | [removed: 566,022] [added: 673,628] | | | | | | [removed: 546,646] [added: 566,022] | | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

February 23, 2022

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

February 23, 2022

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| | | | 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | 257,413 | | | | | $ | 243,796 | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| Net income | | | | | | | | | | | | | | | | | | | | | 844,245 | | | | | | | | | | | | | | | | | | 844,245 | | |

| Foreign currency adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | (15,136) | | | | | | | | | | | | (15,136) | | |

| Repurchase of common stock | | | (6,154) | | | | | | (615) | | | | | | | | | | | | | | | | | | | | | | | | (580,202) | | | | | | (580,817) | | |

| Balance December 31, 2021 | | | 129,186 | | | | | | $ | 12,919 | | | | | $ | 673,628 | | | | | $ | 4,936,861 | | | | | $ | (61,134) | | | | | $ | (3,540,340) | | | | | $ | 2,021,934 | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

Payment is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.

In

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| 2021 | | | | | | $ | 39,790 | |

| | | | | | | | | | 2021 | | | | | | 2020 | | |

(1) Our corporate aircraft and an office building in Kansas City, Missouri, have been reclassified as held-for-sale assets as of December 31, 2021.

Held-for-sale assets of $35.0 million are expected to sell in the first half of 2022 and are included within Prepaid expenses and other current assets in our Consolidated Balance Sheet as of December 31, 2021.

The estimated fair value of the assets that are held for sale is $64.0 million.

| 2021 | | | | | | $ | 25,975 | |

| | | | 2021 | | | | | | 2020 | | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| Acquisitions | | | 243 | | | | | | — | | | | | | 10,754 | | | | | | 10,997 | | |

| Foreign currency translation | | | (7,882) | | | | | | (3,591) | | | | | | (1,957) | | | | | | (13,430) | | |

| December 31, 2021 balance | | | $ | 1,196,333 | | | | | $ | 210,391 | | | | | $ | 78,030 | | | | | $ | 1,484,754 | |

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| 2021 | | | $ | 25,494 | |

| 2022 | | | $ | 8,096 | | | | | $ | 14,954 | | | | | $ | 1,137 | | | | | $ | 24,187 | |

| 2023 | | | 8,096 | | | | | | 12,285 | | | | | | 1,137 | | | | | | 21,518 | | |

| 2024 | | | 7,986 | | | | | | 3,702 | | | | | | 1,137 | | | | | | 12,825 | | |

| 2025 | | | 7,857 | | | | | | 2,409 | | | | | | 1,137 | | | | | | 11,403 | | |

| 2026 | | | 7,857 | | | | | | 391 | | | | | | 777 | | | | | | 9,025 | | |

| Thereafter | | | 1,310 | | | | | | — | | | | | | 738 | | | | | | 2,048 | | |

Change in Accounting Principle

As discussed in Note 11 to the financial statements, effective January 1, 2019, the Company adopted the FASB Accounting Standards Update 2016-02, Leases (Topic 842), using the modified retrospective approach.

[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)

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

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

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

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

| Balance December 31, 2017 | | | 139,542 | | | | | | $ | 13,954 | | | | | $ | 444,280 | | | | | $ | 3,437,093 | | | | | $ | (18,460) | | | | | $ | (2,451,122) | | | | | $ | 1,425,745 | |

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

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

| Foreign currency translation | | | | | | | | | | | | | | | | | | | | | | | | | | | (53,475) | | | | | | | | | | | | (53,475) | | |

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

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

| Cash and cash equivalents, beginning of year | | | 447,858 | | | | | | 378,615 | | | | | | 333,890 | | |

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

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

Customs

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

| 2018 | | | | | | 45,155 | | |

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

| 2018 | | | | | | 14,688 | | |

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

| December 31, 2018 balance | | | $ | 1,016,784 | | | | | $ | 182,029 | | | | | $ | 60,109 | | | | | $ | 1,258,922 | |

| Acquisitions | | | — | | | | | | 25,892 | | | | | | 7,771 | | | | | | 33,663 | | |

| Foreign currency translation | | | (1,214) | | | | | | 499 | | | | | | (110) | | | | | | (825) | | |

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

| 2018 | | | 36,886 | | |

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

| 2022 | | | 8,096 | | | | | | 15,761 | | | | | | 669 | | | | | | 24,526 | | |

| 2023 | | | 8,096 | | | | | | 12,944 | | | | | | 669 | | | | | | 21,709 | | |

| 2024 | | | 8,008 | | | | | | 3,918 | | | | | | 669 | | | | | | 12,595 | | |

| 2025 | | | 7,857 | | | | | | 2,616 | | | | | | 669 | | | | | | 11,142 | | |

| Thereafter | | | 9,167 | | | | | | 426 | | | | | | 281 | | | | | | 9,874 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 105,310 | |

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

| Receivables securitization facility (1) | | | | | | — | | % | | | | 2.41 | | % | | | | December 2020 | | | | | | — | | | | | | 142,885 | | |

Our management, including our Chief Executive Officer and Chief Financial Officer, [removed: does not expect that] [added: assessed the effectiveness of the design and operation of] our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934 (the “Exchange Act”)) or our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange] Act) [removed: will prevent all errors and all fraud.][added: as of December 31, 2021.]

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

[removed: Our] [added: Based upon that assessment, our] Chief Executive Officer and Chief Financial Officer [removed: have] concluded [removed: based upon the evaluation described above that, as of December 31, 2020,] [added: that] our disclosure controls and procedures were effective at the reasonable assurance [removed: level.][added: level as of December 31, 2021.]

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: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting [removed: (as] [added: as] defined in Rules 13a-15(f) and 15d-15(f) under the Exchange [removed: Act).][added: Act.]

[removed: Our] [added: The Company’s] internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Management [removed: evaluated] [added: assessed] the effectiveness of [removed: our] [added: the Company’s] internal control over financial reporting [added: as of December 31, 2021,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: *Internal Control—Integrated] [added: Internal Control-Integrated] Framework [removed: (the 2013 Framework)*.][added: (2013).]

The [removed: effectiveness of our] [added: Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021, and] has [removed: been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which] [added: issued a report that] is included in Item [removed: 8.][added: 8 of this Annual Report on Form 10-K.]

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on that assessment and the COSO criteria, we concluded that, as of December 31, 2021, the Company maintained effective internal control over financial reporting.

The Company acquired Combinex in May 2021, which was accounted for as a business combination.

Management excluded Combinex from its assessment of the effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2021.

Combinex represented $19.3 million of the Company's total assets and contributed $37.0 million of total revenues in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

This exclusion is in accordance with the SEC’s guidance, which permits companies to omit an acquired business’s internal control over financial reporting from management’s assessment for up to one year after the date of acquisition.

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of December 31, 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 management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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, 2020, and concluded that it was effective based on those criteria.

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

PART III

None.

PART III

Information with respect to our Board of Directors contained under the heading “Proposal One: Election of Directors,” in the Proxy Statement, [removed: are] [added: is] incorporated in this Form 10-K by reference.

This code of ethics, which is part of our corporate compliance program, is posted on the Investors page of our website at www.chrobinson.com [added: in the Governance Documents section] under the caption “Code of Ethics.”

The information contained under the headings or subheadings “Compensation of Directors,” [removed: “Compensation] [added: “Talent and Compensation] Committee Interlocks and Insider Participation,” [removed: “2020] [added: “2021] Executive Compensation,” and [removed: “Compensation] [added: “Talent and Compensation] Committee Report” [added: in the Proxy Statement] is incorporated in this Form 10-K by reference.

Information with respect to our equity incentive compensation plan contained under the heading “Proposal Four: Approval of the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan,” in the Proxy Statement, 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, 2020:

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

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

| Plan Category | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | |

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

| Equity compensation plans not approved by security holders | | | | | | — | | | | | | — | | | | | | — | | |

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

________________________________

(1) Includes stock available for issuance under our Employee Stock Purchase Plan, as well as options, restricted stock granted, and shares that may become subject to future awards under our 2013 Equity Incentive Plan.

Specifically, 2,565,651 shares remain available under our Employee Stock Purchase Plan, and 7,260,840 options remain outstanding for future exercise.

Under our 2013 Equity Incentive Plan, 2,985,595 shares may become subject to future awards.

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

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)

[removed: (a) The] [added: (a)The] following documents are filed as part of this report:

[removed: (1) The] [added: (1)The] Company’s [removed: 2020] [added: 2021] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

[removed: (2) All] [added: (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.

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

| 3.2 | | | | | | [Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January [removed: 17, 2020)](http://www.sec.gov/Archives/edgar/data/1043277/000119312520010037/d688332dex32.htm)] [added: 24, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000119312522016178/d289098dex32.htm)] | | |

| 4.1 | | | | | | [Description of Capital [removed: 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] [added: Stock (incorporated] by [removed: 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] [added: reference] to Exhibit 4.1 to the [removed: 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] [added: Company's Annual Report] on Form [removed: 10](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)[\-K] [added: 10-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, [removed: Inc.] [added: 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) | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, [removed: Inc.] [added: 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) | | |

| †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](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)] [added: 2006)](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)] | | |

| †10.2 | | | | | | [Amended and restated C.H. Robinson Worldwide, [removed: Inc.] [added: 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](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)[)](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)] | | |

| [removed: 10.3] [added: 10.10] | | | | | | [removed: [Second] [added: [Third] Omnibus [removed: 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] [added: Amendment] to [removed: that certain] Credit Agreement dated as of [removed: October 29, 2012,] [added: November 19, 2021 by and] among C.H. Robinson Worldwide, Inc., the lenders party [removed: thereto,] [added: thereto] and U.S. Bank National Association, as LC [removed: Issuer, Swing Line Lender] [added: issuer] and [removed: Administrative Agent for the Lenders (incorporated] [added: administrative agent (incorpor](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson_thirdomnibusame.htm)[a](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson_thirdomnibusame.htm)[ted] by reference to Exhibit [removed: 10.1] [added: 10.4] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed [removed: on October 25, 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518307719/d642476dex101.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson_thirdomnibusame.htm) [November](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson_thirdomnibusame.htm) [23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson_thirdomnibusame.htm)] | | |

| [removed: 10.4] [added: 10.3] | | | | | | [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] [added: 10.4] | | | | | | [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: †10.6] [added: †10.11] | | | | | | [C.H. Robinson Worldwide, [removed: Inc.] [added: 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](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)] | | |

| [removed: †10.7] [added: †10.12] | | | | | | [removed: [Robinson Companies Nonqualified Deferred Compensation Plan] [added: [2012 Form of Incentive Stock Option Agreement] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.13] to the Company’s Annual Report on [added: Form] 10-K for the year ended December 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000104327713000004/exhibit108.htm)] [added: 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)] | | |

| [removed: †10.8] [added: †10.13] | | | | | | [removed: [2012 Form] [added: [Form] of Incentive Stock Option Agreement (incorporated by reference to Exhibit [removed: 10.13] [added: 10.20] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] | | |

| [removed: †10.9] [added: †10.15] | | | | | | [removed: [2012 Form] [added: [Form] of [removed: Restricted Stock] [added: Performance Share] Award for U.S. Managerial Employees (incorporated by reference to Exhibit [removed: 10.14] [added: 10.22] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1014.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102212312014.htm)] | | |

| [removed: †10.10] [added: †10.14] | | | | | | [removed: [2012 Form] [added: [Form] of [removed: Restricted Stock] [added: Performance Share] Award for Officers (incorporated by reference to Exhibit [removed: 10.15] [added: 10.21] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1015.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102112312014.htm)] | | |

| [removed: †10.11] [added: †10.19] | | | | | | [removed: [2012 Form] [added: [Form] of [removed: Time-Based Restricted] [added: Incentive] Stock [removed: Unit] [added: Option] Award [added: Agreement] (incorporated by reference to Exhibit [removed: 10.15] [added: 10.25] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000104327713000004/exhibit1015.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)] | | |

| [removed: †10.12] [added: †10.20] | | | | | | [Form of [removed: Incentive Stock Option] [added: Key Employee] Agreement (incorporated by reference to Exhibit [removed: 10.20] [added: 10.27] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] | | |

| [removed: †10.13] [added: †10.18] | | | | | | [Form of Performance Share Award [removed: for Officers] [added: Agreement] (incorporated by reference to Exhibit [removed: 10.21] [added: 10.24] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102112312014.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)] | | |

| [removed: †10.14] [added: †10.22] | | | | | | [Form of Performance [removed: Share] [added: Stock Unit] Award [removed: for] [added: (EPS) Agreement –] U.S. [removed: Managerial Employees] [added: Senior Leaders] (incorporated by reference to Exhibit [removed: 10.22] [added: 10.24] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102212312014.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuepsawardagreement-.htm)] | | |

| [removed: †10.15] [added: †10.21] | | | | | | [Form of [removed: Time-Based] Restricted Stock Unit Award [added: Agreement – U.S. Senior Leaders] (incorporated by reference to Exhibit 10.23 to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102312312014.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021rsuawardagreement-uss.htm)] | | |

| [removed: †10.18] [added: †10.23] | | | | | | [Form of [removed: Employee Confidentiality and Protection of Business] [added: Performance Stock Unit Award (AGP)] Agreement [added: – U.S. Senior Leaders] (incorporated by reference to Exhibit [removed: 10.23] [added: 10.25] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102312312013.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuagpawardagreement-.htm)] | | |

| [removed: *†10.23] [added: *†10.24] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: –] [added: -] U.S. Senior [removed: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021rsuawardagreement-uss.htm)] [added: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm)] | | |

| [removed: *†10.24] [added: *†10.25] | | | | | | [Form of Performance Stock Unit Award [removed: (EPS)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm) [–] [added: (EPS) Agreement -] U.S. Senior [removed: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuepsawardagreement-.htm)] [added: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] | | |

| [removed: *†10.25] [added: *†10.26] | | | | | | [Form of Performance Stock Unit Award [removed: (AGP)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm) [–] [added: (AGP) Agreement -] U.S. Senior [removed: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/a2021psuagpawardagreement-.htm)] [added: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] | | |

| *21 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit212020.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/exhibit212021.htm)] | | |

| *23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit2312020.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/ex2312021.htm)] | | |

| *24 | | | | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000009/exhibit2412312020.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/exhibit24123121.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/1043277/000104327721000009/chrw10k-ex31112312020.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex311.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/1043277/000104327721000009/chrw10k-ex312123120.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex312.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/1043277/000104327721000009/chrw10k-ex321123120.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex321.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/1043277/000104327721000009/chrw10k-ex322123120.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex322.htm)] | | |

| *101 | | | | | | The following financial statements from our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed on February [removed: 19, 2021,] [added: 23, 2022,] formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] (ii) Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019,] (iv) Consolidated Statements of Stockholders’ Investment for the years ended [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of [removed: text] [added: text.] | | |

a.Deloitte & Touche LLP (PCAOB ID No. 34)

b.Location: Minneapolis, Minnesota

[T](#ic6799676e16f4a73b9fbe61f891b870d_7)[able of Contents](#ic6799676e16f4a73b9fbe61f891b870d_7)