C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2022 vs FY2021

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: Annual Report on] Form 10-K.

Economic recessions could have a significant, adverse impact on our business. The transportation industry historically has experienced cyclical fluctuations in financial results due to economic [removed: recession,] [added: recessions,] downturns in business cycles of our customers, interest rate fluctuations, currency fluctuations, and other economic factors beyond our control.

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

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

In addition, if a downturn in our customers’ business cycles causes a reduction in the [removed: volume] [added: volumes] of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, [added: housing,] paper, ecommerce, or printing industries, our operating results could be adversely affected.

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

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 [removed: model] [added: model,] which generally has a higher length of days sales outstanding than days payables outstanding.

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

Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross [removed: profit] [added: profits] divided by total revenues.

These independent third parties may not fulfill their obligations to us, [added: or our relationship with these parties may change,] which may prevent us from meeting our commitments to our customers.

- reduction or deterioration in rail service; [removed: and]

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

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

The transportation industry may also be significantly impacted by disruptions such as port [removed: congestion,] [added: congestion and] the availability of transportation equipment, [removed: and] [added: as well as factors such as] labor [removed: shortages.][added: shortages, fuel prices, shifts in consumer demand toward more locally sourced products, and regulatory changes.]

These disruptions may impact [added: the growth rates within the global logistics industry and] our ability to provide transportation services for our [removed: customers and] [added: customers, each of which] may adversely impact our results of operations and operating cash flows.

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

The [added: insurance] 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.

Our business outside of the [removed: United States] [added: U.S.] is subject to various risks, including:

- difficulties in [removed: managing,] [added: managing] or overseeing foreign operations and agents;

- different liability standards; [removed: and]

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

Our ability to appropriately staff and retain employees is important to our [removed: variable cost] [added: business] model. Our continued success depends upon our ability to attract and retain [removed: a large group of] motivated [removed: salespeople and other] logistics professionals.

We derive a significant portion of our total [removed: revenue] [added: revenues] and adjusted gross [removed: profit] [added: profits] from our largest customers. [removed: Our] [added: During 2022, our] top 100 customers [removed: comprise] [added: based on total revenue comprised] approximately [removed: 33] [added: 35] percent of our consolidated total [removed: revenue] [added: revenues] and [removed: 26] [added: our top 100 customers based on adjusted gross profits comprised approximately 29] percent of consolidated adjusted gross profit.

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

We are subject to claims arising from our transportation operations. We use the services of thousands of [added: third party] transportation companies in connection with our transportation operations.

From time to time, the drivers employed and engaged by the motor carriers [added: with which] we contract [removed: with] are involved in accidents, which may result in serious personal injuries.

A material increase in the frequency or severity of accidents, liability [removed: claims or] [added: claims,] workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results.

We also carry various liability insurance policies, including automobile and general liability, with a $155 million umbrella where we carry retentions between $0.5 million and [removed: $5] [added: $7.5] million.

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

Our business depends upon compliance with numerous government regulations. Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the [removed: United States] [added: U.S.] and similar governmental agencies in foreign countries in which we operate.

[removed: We] [added: For purposes of our Global Forwarding services, we] are also subject to regulation by the FMC as an ocean freight forwarder and NVOCC, and we maintain separate bonds and licenses for each.

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

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

We cannot predict [removed: what] [added: the] impact [added: that] future regulations may have on our business.

Our contracted [removed: motor carriers] [added: transportation providers] are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory 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.

[removed: If] [added: Until the timing, scope, and extent of such possible regulation becomes known,] we [added: cannot predict its effect on our company, but if we] are unable to pass such costs along to our customers, our business could be materially and adversely affected.

Even without any new legislation or regulation, increased public concern regarding greenhouse [removed: gases emitted] [added: gas emissions] by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally sourced products and away from our services.

[added: We may be subject to negative impacts of catastrophic events.] A disruption or failure of our systems or operations in the event of a major earthquake, weather event, cyber-attack, heightened security measures, actual or threatened terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions.

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

[removed: We] [added: Since the beginning of the pandemic we] have experienced [added: periods of significant] changes [removed: and] [added: including] volatility in demand, [removed: including] declines in certain industries and regions, [removed: along with] volatile [removed: pricing.][added: pricing, and negative impacts to carrier capacity.]

During 2022 and continuing in 2023, we have experienced a decline in volumes as shippers struggle with elevated inventory levels and consumer demand has been negatively impacted by inflation and macroeconomic uncertainty.

These volume declines have also driven declining freight rates in certain transportation modes and trade lanes.

- the introduction of alternative means of transporting freight; and

- issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S. Foreign Corrupt Practices Act and similar regulations.

Failure to comply could result in reputational harm, substantial penalties, and operational restrictions.

In addition, macroeconomic factors impacting the labor market may result in higher costs to hire and retain qualified personnel.

We may be subject to the negative impacts of climate change, which could adversely impact our business and financial results. The potential impacts of climate change may subject us to various risks, including:

- physical risks such as extreme weather conditions or other types of weather events, which could disrupt our operations;

- compliance costs and transition risks such as increased regulation on us and on our contracted transportation providers; and

- reputational and strategic risks due to shifts in customer demands such as customers requiring more fuel efficient transportation, autonomous transportation modes, or increased transparency to carbon emissions in their supply chains.

Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows and financial condition.

We are in the process of searching for a new Chief Executive Officer and need to retain key management personnel.

Our Board of Directors is conducting a search for a new Chief Executive Officer.

In January 2023, we announced that the Board of Directors was conducting a search for a successor for our Chief Executive Officer whose employment terminated January 1, 2023, and the Board appointed a member of the Board to serve as Interim Chief Executive Officer.

We must successfully identify and integrate a new Chief Executive Officer to achieve our strategic and operating objectives, and the timeline for completing this process is currently unknown.

Transitions in senior executive leadership can adversely affect relationships with our clients, suppliers, and employees; make it difficult to attract and retain talent; and pose challenges in planning for the future.

We must also retain other key management personnel to facilitate a smooth transition.

Failure to attract, retain and incentivize key management personnel could materially and adversely affect our operating results.

Our indebtedness could adversely impact our financial condition and results of operations. Significant adverse economic and industry conditions could negatively affect our ability to pay principal and interest on our debt and limit our ability to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments.

If we are unable to generate sufficient cash flows to satisfy our debt obligations or refinance these debt obligations with commercially acceptable terms, it may adversely impact our financial position and results of operations.

We may be unable to comply with the various restrictions and covenants under our indebtedness, which may result in default and our outstanding indebtedness may become immediately due and payable and adversely impact our financial position.

We may be adversely impacted by changing interest rates. We are exposed to changes in interest rates, primarily on our short-term debt that carries floating interest rates.

Interest rates are highly sensitive to many factors, including governmental monetary policies, economic conditions, and other factors beyond our control.

A significant increase in interest rates could adversely impact our financial position and results of operations.

In addition, we are insured up to $2.5 million per incident within our automobile liability policy.

Any material litigation related to the above types of claims or claims arising from our transportation operations may require significant management time and could cause us to incur substantial legal and related costs, which may include damages that could have a material adverse impact on our financial results.

We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.

We are particularly vulnerable to these risks given the broad and global scope of our operations.

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In addition, our automobile liability policy has a primary retention of $5 million per incident.

We may be subject to negative impacts of catastrophic events, including the physical impacts of climate change.

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.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the [removed: world's] largest [added: global] logistics [removed: platforms.][added: companies in the world, with consolidated total revenues of $24.7 billion in 2022.]

Our adjusted gross [removed: profit] [added: profits] and adjusted gross profit margin are non-GAAP financial measures.

Adjusted gross [removed: profit] [added: profits] is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers.

Adjusted gross profit margin is calculated as adjusted gross [removed: profit] [added: profits] divided by total revenues.

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

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

The reconciliation of gross profit to adjusted gross [removed: profit] [added: profits] and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Transportation | | | $ | [removed: 22,046,574] [added: 23,516,384] | | | | | | | | | | | $ | [removed: 15,147,562] [added: 22,046,574] | | | | | | | | | | | $ | [removed: 14,322,295] [added: 15,147,562] | | | | | | | |

| Sourcing | | | [removed: 1,055,564] [added: 1,180,241] | | | | | | | | | | | | [removed: 1,059,544] [added: 1,055,564] | | | | | | | | | | | | [removed: 987,213] [added: 1,059,544] | | | | | | | | |

| Total revenues | | | [removed: 23,102,138] [added: 24,696,625] | | | | | | | | | | | | [removed: 16,207,106] [added: 23,102,138] | | | | | | | | | | | | [removed: 15,309,508] [added: 16,207,106] | | | | | | | | |

| Purchased transportation and related services | | | [removed: 18,994,574] [added: 20,035,715] | | | | | | | | | | | | [removed: 12,834,608] [added: 18,994,574] | | | | | | | | | | | | [removed: 11,839,433] [added: 12,834,608] | | | | | | | | |

| Purchased products sourced for resale | | | [removed: 955,475] [added: 1,067,733] | | | | | | | | | | | | [removed: 960,241] [added: 955,475] | | | | | | | | | | | | [removed: 883,765] [added: 960,241] | | | | | | | | |

| Direct internally developed software amortization | | | [removed: 20,208] [added: 25,487] | | | | | | | | | | | | [removed: 16,634] [added: 20,208] | | | | | | | | | | | | [removed: 11,492] [added: 16,634] | | | | | | | | |

| Total direct costs | | | [removed: 19,970,257] [added: 21,128,935] | | | | | | | | | | | | [removed: 13,811,483] [added: 19,970,257] | | | | | | | | | | | | [removed: 12,734,690] [added: 13,811,483] | | | | | | | | |

| Gross profit / Gross profit margin | | | [removed: 3,131,881] [added: 3,567,690] | | | | | | [removed: 13.6] [added: 14.4] | | % | | | | [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] | | % |

| Plus: Direct internally developed software amortization | | | [removed: 20,208] [added: 25,487] | | | | | | | | | | | | [removed: 16,634] [added: 20,208] | | | | | | | | | | | | [removed: 11,492] [added: 16,634] | | | | | | | | |

| Adjusted gross [removed: profit] [added: profits] / Adjusted gross profit margin | | | $ | [removed: 3,152,089] [added: 3,593,177] | | | | | [removed: 13.6] [added: 14.5] | | % | | | | $ | [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: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenues | | | | | | $ | [removed: 23,102,138] [added: 24,696,625] | | | | | $ | [removed: 16,207,106] [added: 23,102,138] | | | | | $ | [removed: 15,309,508] [added: 16,207,106] | |

| Operating income | | | | | | [removed: 1,082,108] [added: 1,266,782] | | | | | | [removed: 673,268] [added: 1,082,108] | | | | | | [removed: 789,976] [added: 673,268] | | |

| Operating margin | | | | | | [removed: 4.7] [added: 5.1] | | % | | | | [removed: 4.2] [added: 4.7] | | % | | | | [removed: 5.2] [added: 4.2] | | % |

| Adjusted gross profit | | | | | | $ | [removed: 3,152,089] [added: 3,593,177] | | | | | $ | [removed: 2,412,257] [added: 3,152,089] | | | | | $ | [removed: 2,586,310] [added: 2,412,257] | |

| Adjusted operating margin | | | | | | [removed: 34.3] [added: 35.3] | | % | | | | [removed: 27.9] [added: 34.3] | | % | | | | [removed: 30.5] [added: 27.9] | | % |

[removed: The] [added: As with the] North American surface transportation [removed: market experienced] [added: market, this compared to] extremely tight [removed: carrier capacity] [added: market conditions] in 2021 as strong demand combined with [removed: ongoing driver availability and] supply chain disruptions caused by port congestion [added: along with equipment] and [removed: weather events] [added: labor shortages] drove purchased transportation to historic [removed: levels.][added: levels in 2021 and the first half of 2022.]

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, [removed: increased] [added: decreased] approximately [removed: 29.0] [added: 4.0] percent [removed: in 2021.][added: during 2022.]

The following summarizes select [removed: 2021] [added: 2022] year-over-year operating comparisons to [removed: 2020:][added: 2021:]

- Total revenues increased [removed: 42.5] [added: 6.9] percent to [removed: $23.1] [added: $24.7] billion, driven primarily by higher pricing [added: in truckload, LTL,] and [removed: higher volume across most of our] [added: ocean] services.

- Gross profits increased [removed: 30.7] [added: 13.9] percent to [removed: $3.1] [added: $3.6] billion.

Adjusted gross profits increased [removed: 30.7] [added: 14.0] percent to [removed: $3.2] [added: $3.6] billion, primarily driven by higher adjusted gross profit per transaction [added: in truckload] and [removed: higher volume across most of our] [added: LTL] services.

- Income from operations totaled [removed: $1.1] [added: $1.3] billion, up [removed: 60.7] [added: 17.1] percent from last [removed: year] [added: year, primarily] due to an increase in adjusted gross profits, partially offset by the increase in operating expenses.

Adjusted operating margin of [removed: 34.3] [added: 35.3] percent increased [removed: 640] [added: 100] basis points.

- Interest and other [removed: expenses] [added: expenses, net] totaled [removed: $59.8] [added: $100.0] million, which primarily consisted of [removed: $52.1] [added: $77.1] million of interest expense, which increased [removed: $3.0] [added: $25.0] million versus last year due to a higher average debt balance.

The [removed: current] [added: prior] year [removed: also] included a $15.1 million unfavorable impact [removed: from] [added: of] foreign currency revaluation and realized foreign currency gains and losses.

These [added: prior year] 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 effective tax rate for [removed: 2021] [added: 2022] was [removed: 17.4] [added: 19.4] percent compared to [removed: 19.4] [added: 17.4] percent in [removed: 2020.][added: 2021.]

The [added: lower] rate [removed: decrease] [added: in the year-ago period] was due primarily to a favorable mix of foreign earnings and an increased benefit related to U.S. tax credits and incentives.

- Net income totaled [removed: $844.2] [added: $940.5] million, up [removed: 66.7] [added: 11.4] percent from a year ago.

Diluted earnings per share increased [removed: 69.6] [added: 17.3] percent to [removed: $6.31.][added: $7.40.]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % change | | | | | | [removed: 2019] [added: 2020] | | | | | | % change | | |

We bring together customers, carriers, and suppliers to connect and grow supply chains.

We are grounded in our customer promise to use our technology, which is built by and for supply chain experts and powered by our information advantage, to deliver smarter solutions.

These global solutions, combined with the expertise of our people, deliver value–from improved cost reductions and reliability to sustainability and visibility–that our customers and carriers can rely on.

| Operating income | | | | | | 1,266,782 | | | | | | 1,082,108 | | | | | | 673,268 | | |

The cost of purchased transportation in the North American surface transportation market declined significantly over the course of 2022 as excess carrier capacity combined with slowing demand led to softening market conditions.

This compared to extremely tight market conditions in 2021 as strong demand combined with challenges due to driver availability and supply chain disruptions drove purchased transportation costs to historic levels.

Many of these challenges improved over the course of 2022, allowing routing guides to perform more efficiently, which resulted in a comparatively soft market versus 2021.

Industry freight volumes, as measured by the Cass Freight Index, were flat in 2022, compared to a 13 percent increase in 2021.

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

The average routing guide depth at the end of 2022 declined to 1.2, representing that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases.

This average routing guide penetration is reflective of a softening freight market compared to the 1.7 average at the end of 2021.

The cost of purchased transportation fell significantly in the global forwarding market in the second half of 2022 as global demand slowed in most trade lanes.

The peak shipping season historically experienced in the second half of each year, which would typically drive elevated rates and volumes, remained uncharacteristically soft.

Shippers in the U.S. and Europe continue to struggle with elevated inventory levels as consumer demand has been negatively impacted by inflation and macroeconomic uncertainty.

In an effort to adapt to this slowing demand, steamship lines continue to rationalize services by reducing capacity where possible with blank sailings and slow steaming.

All of these factors have allowed port congestion to ease in many parts of the world.

The slowdown of global demand has also had a significant impact on the air freight market.

Air freight pricing and volumes have significantly declined driven by shippers maintaining higher inventory levels, declining consumer demand, and improving ocean schedule reliability eliminating ocean freight to air freight conversions.

Air freight capacity continues to improve and drive rates lower in many trade lanes due to increased belly capacity as commercial flights become more frequent after being significantly reduced during the COVID-19 pandemic.

Our 2022 surface transportation results benefited from the declining cost of purchased transportation over the course of the year, as periods where the cost of purchased transportation declines often result in improved adjusted gross profits per shipment in our portfolio.

Industry freight volumes as measured by the Cass Freight Index were flat in 2022 compared to the prior year.

Our combined NAST truckload and less than truckload (“LTL”) volume decreased 1.0 percent in 2022 compared to the prior year.

As a result of the softening market conditions, our contractual rates negotiated in prior quarters contributed to an increase in our adjusted gross profit per shipment and reduced the percentage of shipments with negative adjusted gross profit margins.

Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 7.5 percent during 2022.

Our 2022 Global Forwarding results were largely consistent with the trends discussed above in the market trends section.

We experienced elevated purchased transportation costs and volume growth for ocean freight in the first half of 2022 and saw those purchased transportation costs and volumes rapidly decline in the second half of 2022.

Our total ocean freight volumes decreased 0.5 percent for the full year of 2022.

Air freight tonnage decreased 9.0 percent as we experienced more customers willing to accept longer transit times in the ocean freight market, which was also aided by the improved schedule reliability for ocean freight.

- Personnel expenses increased 11.6 percent to $1.7 billion, primarily due to 11.7 percent increase in average employee headcount.

- Selling, general, and administrative (“SG&A”) expenses increased 14.6 percent to $603.4 million, primarily due to increases in purchased and contracted services, legal settlements, travel expenses, and an impairment of internally developed software, partially offset by a $25.3 million gain on the sale-leaseback of our Kansas City regional center and a decrease in credit losses.

The current year also included a $23.5 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses, which increased $8.4 million versus last year primarily due to foreign currency revaluation on intercompany assets and liabilities denominated in U.S. Dollars in countries where the U.S. Dollar is not the functional currency.

- Cash flow from operations increased significantly to $1.7 billion.

These increases were partially offset by volume declines in most of our service lines.

The cost of purchased transportation remained historically elevated in the first half of 2022 as the industry continued to struggle with elevated inventory levels and supply chain disruptions due to port congestion and driver and equipment shortages.

As global demand began to slow in the middle of 2022, the cost of purchased transportation began to decline, allowing port congestion and challenges due to driver and equipment shortages to ease.

Our sourcing total revenue and direct costs increased, driven by higher pricing and cost per case across all customer industries.

Our surface transportation adjusted gross profit per transaction benefited from the declining cost of purchased transportation relative to our contractual rates negotiated in prior quarters.

Sourcing adjusted gross profits increased driven by an increase in case volume across the retail and foodservice industries and higher adjusted gross profits per case across all customer industries.

These increases were partially offset by a reduction in stock-based compensation expense as the prior year included significant stock-based compensation expense on performance-based equity awards granted prior to 2021.

Other SG&A expenses increased primarily due to increases in purchased and contracted services, legal settlements, travel, and warehouse expenses.

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 provide freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries.

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 differentiated technology built by and for our global network of supply chain experts working with our customers to drive better outcomes by leveraging our experience, data, technology, and scale.

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

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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.

Routing guide depth is calculated as a simple average of all accepted shipments over all tender instances for any shipment facilitated by our Managed Services business.

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

The average routing guide depth increased steadily during the second half of 2020 and finished in line with those seen over the duration of 2021.

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.

As with the North American surface transportation market, this compared to the significant volatility seen in 2020 resulting from the COVID-19 pandemic.

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.

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

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.

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

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

On March 2, 2020, we acquired Prime Distribution Services (“Prime Distribution” or “Prime”), a leading provider of retail consolidation services in North America, for $222.7 million in cash.

The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the NAST segment in our consolidated financial statements since March 1, 2020.

- 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.

- Cash flow from operations decreased 81.0 percent to $95.0 million.

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.

Our sourcing total revenues and purchased products sourced for resale decreased due to lower pricing and costs per case, which was partially offset by higher case volume most notably in the foodservice industry, which was significantly impacted by the COVID-19 pandemic in the prior year.

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.

We had [removed: $257.4] [added: $217.5] million of cash and cash equivalents on December 31, [removed: 2021.][added: 2022.]

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

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

At December 31, [removed: 2021,] [added: 2022,] there was [removed: $525.0] [added: $379] million outstanding on the revolving loan.

[removed: At December 31, 2021, there] [added: There] was $500 million outstanding on the [removed: notes.][added: notes as of December 31, 2022.]

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $677.1] [added: $569.5] million as of December 31, [removed: 2021,] [added: 2022,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $594.2] [added: $595.0] million [removed: at] [added: as of] December 31, [removed: 2021.][added: 2022.]

We are a party to a Receivables Securitization [removed: Facility,] [added: Facility] with various lenders, that provides a total availability of up to [removed: $300 million and funded at $300 million as of December 31, 2021.][added: $500 million.]

[removed: At December 31, 2021, there] [added: There] was [removed: $299.5] [added: $499.7] million outstanding, net of unamortized issuance costs, on the Receivables Securitization [removed: Facility.][added: Facility as of December 31, 2022.]

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

[removed: As a result, we] [added: We] frequently transact using currencies other than the U.S. Dollar, primarily the Chinese Yuan, Euro, Canadian Dollar, and Mexican Peso.

This [added: global cooperation] often results in assets and liabilities, including intercompany balances, denominated in a currency other than the functional currency.

In these instances, most commonly, we have balances denominated in U.S. Dollars in regions where the U.S. Dollar is not the functional [removed: currency.][added: currency, and vice versa.]

Our primary foreign exchange [removed: risk is] [added: risks are] associated with balances denominated in U.S. Dollars held in China where the functional currency is the Chinese [removed: Yuan.][added: Yuan and balances denominated in Euro and Chinese Yuan held in entities where the functional currency is U.S. Dollars.]

All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against [removed: the Chinese Yuan] [added: these currencies] on December 31, [removed: 2021,] [added: 2022] would have decreased our net income by approximately [removed: $16.1] [added: $20.4] million and a hypothetical 10 percent strengthening of the U.S. Dollar against [removed: the Chinese Yuan] [added: these] on December 31, [removed: 2021,] [added: 2022] would have increased our net income by approximately [removed: $13.2] [added: $16.2] million.

There was no outstanding balance on the revolving loan as of December 31, 2022.

We are a party to a credit agreement with U.S. Bank consisting of $500 million and a maturity date of May 5, 2023.

Interest accrues at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent.

The alternate base rate is determined by a pricing schedule (which is the highest of: (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent).

The fair value of the notes approximated $468.7 million as of December 31, 2022.

Due to the global nature of our business, we use our expertise and global logistics platform to connect shippers with transportation providers that are in different parts of the world to efficiently and cost-effectively move our customers’ freight.

This often results in a shipment involving multiple parties, currencies, and participating C.H. Robinson offices.

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.

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

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the [removed: world] [added: world,] with consolidated total revenues of [removed: $23.1] [added: $24.7] billion in [removed: 2021.][added: 2022.]

In [removed: 2021,] [added: 2022,] we handled approximately 20 million shipments and worked with approximately 100,000 customers.

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

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

We utilized approximately [removed: 85,000] [added: 96,000] contracted transportation companies around the world, including contracted motor carriers, railroads (primarily intermodal service providers), and ocean and air carriers in [removed: 2021.][added: 2022.]

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

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

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

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

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

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

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

We make a profit [added: that is] driven by the value we provide our customers and the resulting difference between what we charge to our customers for the totality of services provided to them and what we pay to the transportation providers to [removed: handle or] transport the freight.

Through our contracts with motor carriers and [added: the] use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of information on their freight.

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

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

We have broadened our relationship with many of our customers through an emphasis on integrated logistics [removed: solutions] [added: solutions,] resulting in [removed: us managing] [added: our management of] a greater portion of their supply chains.

Transportation services accounted for approximately 97 percent of adjusted gross [removed: profit] [added: profits] in [added: 2022 and] 2021 and 96 percent of adjusted gross [removed: profit] [added: profits] in [removed: 2020 and 2019.][added: 2020.]

Adjusted gross [removed: profit] [added: profits] is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.

The table below shows our adjusted gross [removed: profit] [added: profits] by transportation mode, for the years ended December 31 (in thousands):

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Truckload | | | $ | [removed: 1,280,629] [added: 1,561,310] | | | | | $ | [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] | |

| LTL | | | [removed: 523,365] [added: 632,116] | | | | | | [removed: 457,290] [added: 523,365] | | | | | | [removed: 477,348] [added: 457,290] | | | | | | [removed: 471,275] [added: 477,348] | | | | | | [removed: 407,012] [added: 471,275] | | |

| Ocean | | | [removed: 711,223] [added: 729,839] | | | | | | [removed: 350,094] [added: 711,223] | | | | | | [removed: 308,367] [added: 350,094] | | | | | | [removed: 312,952] [added: 308,367] | | | | | | [removed: 290,630] [added: 312,952] | | |

| Air | | | [removed: 225,286] [added: 198,166] | | | | | | [removed: 151,443] [added: 225,286] | | | | | | [removed: 106,777] [added: 151,443] | | | | | | [removed: 120,540] [added: 106,777] | | | | | | [removed: 100,761] [added: 120,540] | | |

| Customs | | | [removed: 100,539] [added: 107,691] | | | | | | [removed: 87,095] [added: 100,539] | | | | | | [removed: 91,828] [added: 87,095] | | | | | | [removed: 88,515] [added: 91,828] | | | | | | [removed: 70,952] [added: 88,515] | | |

| Other Logistics Services | | | [removed: 210,958] [added: 251,547] | | | | | | [removed: 195,159] [added: 210,958] | | | | | | [removed: 149,664] [added: 195,159] | | | | | | [removed: 154,546] [added: 149,664] | | | | | | [removed: 146,262] [added: 154,546] | | |

| Total | | | $ | [removed: 3,052,000] [added: 3,480,669] | | | | | $ | [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] | |

Because of its perishable nature, produce must be rapidly [removed: packaged;] [added: packaged,] carefully transported within tight timetables, usually in [removed: temperature controlled equipment;] [added: temperature-controlled equipment,] and quickly distributed to replenish high-turnover inventories maintained by our customers.

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

[removed: Sourcing accounted for] approximately three percent of our adjusted gross [removed: profit] [added: profits] in [added: 2022 and] 2021 and four percent of our adjusted gross [removed: profit] [added: profits] in [removed: 2020 and 2019.][added: 2020.]

We work to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services and people [added: on whom] they can [removed: rely on.][added: rely.]

During [removed: 2021,] [added: 2022,] we served approximately 100,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During [removed: 2021,] [added: 2022,] our largest customer accounted for approximately two percent of total revenues.

We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services [removed: that] we can provide.

We believe that our account management disciplines, expertise, and technology built by and for supply chain [removed: experts,] [added: experts] enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven, understanding of the specific supply chain issues facing individual customers and certain [removed: vertical] industries.

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

[removed: - Technology:] Navisphere, our proprietary technology, provides flexibility, global visibility, customized solutions, easy integration, broad connectivity, and advanced security;

- Process: Proven processes and solutions combine strategy with practical experience for customized action plans that succeed in the real world; [added: and]

[removed: - Relationships: A] [added: Our] large number of unique, strong relationships provide global connections and valuable market knowledge;

We bring together customers, carriers, and suppliers to connect and grow supply chains.

We are grounded in our customer promise to use our technology, which is built by and for supply chain experts and powered by our information advantage, to deliver smarter solutions.

These global solutions, combined with the expertise of our people, deliver value–from improved cost reductions and reliability to sustainability and visibility–that our customers and carriers can rely on.

In 2022, we continued to provide our customers with solutions to their complex challenges.

Sourcing accounted for

facets of the transaction.

Our reliance on our intellectual property and proprietary technology subjects us to certain risks that, if realized, would negatively impact our operating results.

For a description of such risks and their potential effect on our business, see Item 1A.

of Part I, *Risk Factors.*

C.H. Robinson performs customs brokerage services pursuant to its customs brokerage license issued by U.S. Customs and Border Protection (“CBP”).

As a licensed customs broker, C.H. Robinson has experience working with other government agencies that maintain jurisdiction over certain customs entries.

We also hold customs trade partnership against terrorism (“C-TPAT”) certification with CBP as both a customs broker and NVOCC.

As a publicly traded company and issuer of stock, we are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the Foreign Corrupt Practices Act, the UK Bribery Act 2010, and certain other foreign countries' equivalent statutes or programs in the countries in which we operate.

Our EDGE values are brought to life through our Leadership Principles: Adapt and Change, Constantly Innovate and Improve, Deliver Exceptional Results, Compete to Win, Value Differences, Inspire, Coach and Develop our People, and Think Like the Customer.

Our Leadership Principles are unique to us and provide a shared understanding of what it means to lead at C.H. Robinson; they reinforce our culture and help drive exceptional results.

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.

| Network employees | | | | | | 10,357 | | | | | | 1,664 | | | | | | 1,835 | | | | | | 472 | | | | | | 350 | | | | | | 14,678 | | |

| Shared services employees | | | | | | 1,919 | | | | | | 457 | | | | | | 278 | | | | | | 32 | | | | | | 35 | | | | | | 2,721 | | |

| Total Employees | | | | | | 12,276 | | | | | | 2,121 | | | | | | 2,113 | | | | | | 504 | | | | | | 385 | | | | | | 17,399 | | |

| Contingent workers | | | | | | 1,404 | | | | | | 19 | | | | | | 333 | | | | | | 54 | | | | | | 216 | | | | | | 2,026 | | |

It is imperative to our business and the right thing to do.

We believe the way to make progress on our DEI initiatives is by taking a shared approach to accountability.

DEI metrics are tracked and reviewed quarterly with senior leadership.

This allows leaders to spot trends and act as needed.

We regularly assess our progress on these goals and will set new goals in the future as we achieve our objectives.

We have shown our commitment to shared accountability by tying progress on our DEI strategy and goals to the annual incentives for our senior leaders.

We provide robust and targeted resources for managers to support inclusive leadership behaviors.

Our talent acquisition team is focused on recruiting and hiring more women and people of color through partnerships with external organizations and universities, as well as implementing trainings and policies to ensure we have a bias-free hiring process.

We offer several developmental opportunities with a DEI focus to our employees including sponsorship, mentorship, and leadership programs, as well as employee resource groups.

C.H. Robinson attracts, engages, and retains exceptional talent that represents the communities we serve.

Proven recruitment marketing practices are leveraged to increase talent brand awareness and drive high quality applicant flow.

Our Leadership Principles are embedded in the recruitment process to help ensure new hires meet our expectations along with having the skills and abilities to perform the job.

Despite tight labor market conditions in 2022, our turnover rate held steady.

We achieved this by focusing on the top drivers of retention, including work-life balance, compensation, career growth opportunities and benefits.

Our 2022 engagement survey generated a positive engagement score of 80 percent, which is consistent with past years and is in the top third of all companies surveyed.

Leadership continues to be a signature strength for C.H. Robinson.

In this survey, manager effectiveness and manager relationship favorability scores surpassed the 75th percentile benchmark.

The survey results indicated that employees feel supported by their managers in growing their careers, and they believe they can confide in their managers and that managers are doing a good job helping them prioritize their work.

In addition, our focus on providing employees visibility to career opportunities at C.H. Robinson has increased those scores in 2021 and 2022, which is a driver of engagement for our employees and supports retention.

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

We are driven to provide 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.

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

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

We have also instituted quality

We provide customs brokerage services as a customs broker under a license issued by the U.S. Customs and Border Protection and other authoritative governmental agencies.

We also have and maintain other licenses as required by law.

We are subject to a variety of other U.S. and foreign laws and regulations including, but not limited to, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption statutes.

| 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 | | |

As a global company, we think broadly about DEI and value all dimensions of diversity.

To help us evaluate progress against our strategy, we track a number of DEI metrics that are reviewed regularly and reported to our senior leadership teams on a quarterly basis.

| Women on Board of Directors | | | 30 | | % |

| External Hires - U.S. Racial and Ethnic Minorities | | | 40 | | % |

We have active and engaged Employee Resource Groups (“ERGs”) that foster employee connections across the world, provide learning, engagement, and development opportunities, and partner with human resources and DEI teams to help advance our work.

Currently, each of our six ERGs has an average of 800 employee members.

Additionally, in 2021, we rolled out inclusivity training to all employees around the world, hosted our first Global Inclusion Week, created targeted resources for managers to support inclusive leadership behaviors, and donated to support nonprofit organizations aligned with our DEI goals.

Our continued success depends on our ability to hire and retain talented team members who can bring their unique backgrounds to work.

To support our hiring processes, we develop a robust, diverse pipeline of qualified candidates, then collaborate across the organization to best understand our talent needs and place the right person in each role.

We recognize that 2021 brought an increasingly tight talent market and a shift toward a more flexible workplace.

To adapt to these changes, we are investing more in recruitment marketing, added recruiter headcount, broadened our talent searches geographically, and increased passive candidate sourcing.

We also enhanced our recruiting and hiring processes to create an even more inclusive candidate experience and address any potential unconscious biases.

Our employee turnover ratio is up from a historically low level in 2020 fueled by the pandemic, but is in line with pre-pandemic employee turnover rates.

Current labor market conditions compound the impact of turnover so to improve our retention rate, we are addressing the top reasons that employees stay, including compensation, work-life balance, flexibility, DEI, and career growth opportunities.

Over the past year, we’ve continued to hear that our employees value our flexible work options, the stability that comes with a 116 year-old company, and our support for their overall well-being.

In our 2021 employee engagement survey, 81 percent of our employees scored favorable to feeling optimistic about the future of C.H. Robinson, exceeding the benchmark score by 6 percent.

Our focus on DEI continues to build a greater sense of belonging in our workplace, which is seen through an increase in favorability in our 2021 survey responses.

In addition, our focus on creating more transparency into career opportunities at C.H. Robinson is enabling more visibility to what’s possible for our employees.

The 2021 survey indicated a positive engagement score of 80 percent, which was consistent with benchmark companies.

C.H. Robinson is a place where employees can develop their best selves while achieving their goals.

We continue to adapt our onboarding, training, and development programs to meet the needs of the business and adjust to the new hybrid workplace.

We believe that continuous talent development and succession planning are critical to our success.

In 2021, approximately 98 percent of our workforce received regular performance and career development reviews.

We have established targeted development programs including the Leadership Networking Circle, a program designed to develop female leaders, a sponsorship program to champion growth of our employees of color and female employees, and a Key Account Sales program to grow our strategic selling capabilities.

We believe that an employee's relationship with their leader is a key driver of retention and employee engagement.

It has also long been a signature strength at C.H. Robinson.

In our 2021 employee engagement survey, employee favorability of manager effectiveness increased 2 percent to 82 percent, surpassing our benchmark score by 9 percent.

We continued to build on the strength of our managers as we introduced new leadership principles in 2021 as our shared understanding of what it means to lead at C.H. Robinson and how we drive exceptional results and develop our people for the future.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] was [removed: $12,367,912,086] [added: $12,646,143,071] (based upon the closing price of [removed: $93.67] [added: $101.37] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 16, 2022,] [added: 15, 2023,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 128,798,559.][added: 116,510,428.]

Portions of the Registrant’s Proxy Statement relating to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#ic6799676e16f4a73b9fbe61f891b870d_13)] [added: [Business](#id4ef784a46e44804ab36fff2bf2bd15d_13)] | | | [removed: [3](#ic6799676e16f4a73b9fbe61f891b870d_13)] [added: [3](#id4ef784a46e44804ab36fff2bf2bd15d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic6799676e16f4a73b9fbe61f891b870d_19)] [added: Factors](#id4ef784a46e44804ab36fff2bf2bd15d_19)] | | | [removed: [16](#ic6799676e16f4a73b9fbe61f891b870d_19)] [added: [15](#id4ef784a46e44804ab36fff2bf2bd15d_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic6799676e16f4a73b9fbe61f891b870d_22)] [added: Comments](#id4ef784a46e44804ab36fff2bf2bd15d_22)] | | | [removed: [21](#ic6799676e16f4a73b9fbe61f891b870d_22)] [added: [21](#id4ef784a46e44804ab36fff2bf2bd15d_22)] | | |

| Item 2. | | | [removed: [Properties](#ic6799676e16f4a73b9fbe61f891b870d_25)] [added: [Properties](#id4ef784a46e44804ab36fff2bf2bd15d_25)] | | | [removed: [21](#ic6799676e16f4a73b9fbe61f891b870d_25)] [added: [21](#id4ef784a46e44804ab36fff2bf2bd15d_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic6799676e16f4a73b9fbe61f891b870d_28)] [added: Proceedings](#id4ef784a46e44804ab36fff2bf2bd15d_28)] | | | [removed: [22](#ic6799676e16f4a73b9fbe61f891b870d_28)] [added: [21](#id4ef784a46e44804ab36fff2bf2bd15d_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic6799676e16f4a73b9fbe61f891b870d_31)] [added: Disclosures](#id4ef784a46e44804ab36fff2bf2bd15d_31)] | | | [removed: [22](#ic6799676e16f4a73b9fbe61f891b870d_31)] [added: [21](#id4ef784a46e44804ab36fff2bf2bd15d_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ic6799676e16f4a73b9fbe61f891b870d_37)] [added: Securities](#id4ef784a46e44804ab36fff2bf2bd15d_37)] | | | [removed: [23](#ic6799676e16f4a73b9fbe61f891b870d_37)] [added: [22](#id4ef784a46e44804ab36fff2bf2bd15d_37)] | | |

| Item 6. | | | [removed: [Reserved](#ic6799676e16f4a73b9fbe61f891b870d_40)] [added: [Reserved](#id4ef784a46e44804ab36fff2bf2bd15d_40)] | | | [removed: [24](#ic6799676e16f4a73b9fbe61f891b870d_40)] [added: [23](#id4ef784a46e44804ab36fff2bf2bd15d_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic6799676e16f4a73b9fbe61f891b870d_43)] [added: Operations](#id4ef784a46e44804ab36fff2bf2bd15d_43)] | | | [removed: [25](#ic6799676e16f4a73b9fbe61f891b870d_43)] [added: [24](#id4ef784a46e44804ab36fff2bf2bd15d_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ic6799676e16f4a73b9fbe61f891b870d_70)] [added: Risk](#id4ef784a46e44804ab36fff2bf2bd15d_70)] | | | [removed: [36](#ic6799676e16f4a73b9fbe61f891b870d_70)] [added: [36](#id4ef784a46e44804ab36fff2bf2bd15d_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic6799676e16f4a73b9fbe61f891b870d_73)] [added: Data](#id4ef784a46e44804ab36fff2bf2bd15d_73)] | | | [removed: [38](#ic6799676e16f4a73b9fbe61f891b870d_73)] [added: [37](#id4ef784a46e44804ab36fff2bf2bd15d_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic6799676e16f4a73b9fbe61f891b870d_133)] [added: Disclosure](#id4ef784a46e44804ab36fff2bf2bd15d_133)] | | | [removed: [67](#ic6799676e16f4a73b9fbe61f891b870d_133)] [added: [65](#id4ef784a46e44804ab36fff2bf2bd15d_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic6799676e16f4a73b9fbe61f891b870d_136)] [added: Procedures](#id4ef784a46e44804ab36fff2bf2bd15d_136)] | | | [removed: [67](#ic6799676e16f4a73b9fbe61f891b870d_136)] [added: [65](#id4ef784a46e44804ab36fff2bf2bd15d_136)] | | |

| Item 9B. | | | [Other [removed: Information](#ic6799676e16f4a73b9fbe61f891b870d_139)] [added: Information](#id4ef784a46e44804ab36fff2bf2bd15d_139)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_139)] [added: [65](#id4ef784a46e44804ab36fff2bf2bd15d_139)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic6799676e16f4a73b9fbe61f891b870d_1583)] [added: Inspections](#id4ef784a46e44804ab36fff2bf2bd15d_142)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_1583)] [added: [65](#id4ef784a46e44804ab36fff2bf2bd15d_142)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ic6799676e16f4a73b9fbe61f891b870d_145)] [added: Governance](#id4ef784a46e44804ab36fff2bf2bd15d_148)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_145)] [added: [66](#id4ef784a46e44804ab36fff2bf2bd15d_148)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic6799676e16f4a73b9fbe61f891b870d_148)] [added: Compensation](#id4ef784a46e44804ab36fff2bf2bd15d_151)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_148)] [added: [66](#id4ef784a46e44804ab36fff2bf2bd15d_151)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic6799676e16f4a73b9fbe61f891b870d_151)] [added: Matters](#id4ef784a46e44804ab36fff2bf2bd15d_154)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_151)] [added: [66](#id4ef784a46e44804ab36fff2bf2bd15d_154)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic6799676e16f4a73b9fbe61f891b870d_154)] [added: Independence](#id4ef784a46e44804ab36fff2bf2bd15d_157)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_154)] [added: [66](#id4ef784a46e44804ab36fff2bf2bd15d_157)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ic6799676e16f4a73b9fbe61f891b870d_157)] [added: Services](#id4ef784a46e44804ab36fff2bf2bd15d_160)] | | | [removed: [68](#ic6799676e16f4a73b9fbe61f891b870d_157)] [added: [66](#id4ef784a46e44804ab36fff2bf2bd15d_160)] | | |

| Item 15. | | | [removed: [Exhibits](#ic6799676e16f4a73b9fbe61f891b870d_163) [](#ic6799676e16f4a73b9fbe61f891b870d_163)[and](#ic6799676e16f4a73b9fbe61f891b870d_163)] [added: [Exhibits](#id4ef784a46e44804ab36fff2bf2bd15d_166) [and](#id4ef784a46e44804ab36fff2bf2bd15d_166)] [Financial Statement [removed: Schedules](#ic6799676e16f4a73b9fbe61f891b870d_163)] [added: Schedules](#id4ef784a46e44804ab36fff2bf2bd15d_166)] | | | [removed: [69](#ic6799676e16f4a73b9fbe61f891b870d_163)] [added: [67](#id4ef784a46e44804ab36fff2bf2bd15d_166)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ic6799676e16f4a73b9fbe61f891b870d_166)] [added: Summary](#id4ef784a46e44804ab36fff2bf2bd15d_169)] | | | [removed: [71](#ic6799676e16f4a73b9fbe61f891b870d_166)] [added: [70](#id4ef784a46e44804ab36fff2bf2bd15d_169)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| | | | [Signatures](#id4ef784a46e44804ab36fff2bf2bd15d_172) | | | [71](#id4ef784a46e44804ab36fff2bf2bd15d_172) | | |

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

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

The total square footage of our [removed: five] [added: four] buildings, three of which we own, in Eden Prairie is [removed: 400,000.][added: 377,000.]

In addition, we lease warehouse space totaling approximately [removed: 4.5] [added: 4.7] million square feet in [removed: 29] [added: 26] locations primarily within the [removed: United States] [added: U.S.] and a data center in Oronoco, Minnesota, of approximately 32,000 square feet.

We continue to optimize our real estate footprint across the [removed: network, as we expect] [added: network in consideration of expected staffing levels and] flexible work [removed: arrangements to become more prominent.][added: arrangements.]

We lease approximately 250 office locations in 38 countries across North America, Europe, Asia, South America, and Oceania.

In 2022, we completed a ten-year sale-leaseback of a 201,000 square foot facility in Kansas City, Missouri.

In 2018, we completed a fifteen-year lease of a 207,000 square foot facility in Chicago, Illinois.

We also own an office in Kansas City, Missouri, of approximately 201,000 square feet.

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

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

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

On February [removed: 16, 2022,] [added: 15, 2023,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $90.41] [added: $105.18] per share.

On February [removed: 16, 2022,] [added: 10, 2023,] there were [removed: approximately 133] [added: 129] holders of record.

On February [removed: 11, 2022,] [added: 9, 2023,] there were [removed: approximately 165,784] [added: 183,730] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2021:][added: 2022:]

[removed: (1) The] [added: (1)The] total number of shares purchased includes: (i) [removed: 1,560,117] [added: 4,344,912] shares of common stock purchased under the authorization described below; and (ii) [removed: 15,528] [added: 19,165] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 21,635,388] [added: 7,409,198] 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 [removed: factors.][added: factors including Rule 10b5-1 plans and accelerated repurchase programs.]

The graph below compares the cumulative 5-year total return of holders of C.H. Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 [removed: index,] [added: index and] the Nasdaq Transportation [removed: index, and the S&P Midcap 400] index.

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: 2016] [added: 2017] to December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| October 2022 | | | 2,673,287 | | | | | | $ | 95.94 | | | | | 2,665,000 | | | | | | 9,089,110 | | |

| November 2022 | | | 1,572,887 | | | | | | 93.55 | | | | | | 1,564,812 | | | | | | 7,524,298 | | |

| December 2022 | | | 117,903 | | | | | | 94.48 | | | | | | 115,100 | | | | | | 7,409,198 | | |

| Fourth quarter 2022 | | | 4,364,077 | | | | | | $ | 95.04 | | | | | 4,344,912 | | | | | | 7,409,198 | | |

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 96.39 | | | | | $ | 91.85 | | | | | $ | 112.99 | | | | | $ | 132.40 | | | | | $ | 115.06 | |

| S&P 500 | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 84.30 | | | | | | 103.87 | | | | | | 110.40 | | | | | | 125.06 | | | | | | 101.32 | | |

| 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 | | |

[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 | | |

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

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021 ,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2022,] [added: 17, 2023,] 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: 2021] [added: 2022,] the Company recorded revenue of [removed: $453.7] [added: $257.6] 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 tested the effectiveness of controls over revenue recognized over time, including management’s controls over the identification of shipments [removed: in transit,] [added: in-transit,] the portion of the transit period completed, and the estimate of contracts completed but not yet invoiced.

- We evaluated management’s ability to identify the shipments [removed: in transit] [added: in-transit] and to estimate the revenue to be recorded for contracts where the transit period is partially complete or completed and not yet invoiced at the reporting date by:

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

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

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

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

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (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 as of and for the [removed: fiscal] year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 23, 2022,] [added: 17, 2023,] expressed an unqualified opinion on those [removed: consolidated] financial statements.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| [removed: Cash] [added: Cash] and cash [removed: equivalents |] [added: equivalents, beginning of year] | | [removed: $] | 257,413 | | | | | [removed: $] | 243,796 | | [added: | | | | 447,858 | | |]

| Receivables, net of allowance for credit loss of [removed: $41,542] [added: $28,749] and [removed: $38,113] [added: $41,542] | | | [removed: 3,963,487] [added: 2,991,753] | | | | | | [removed: 2,449,577] [added: 3,963,487] | | |

| Contract assets, net of allowance for credit loss | | | [removed: 453,660] [added: 257,597] | | | | | | [removed: 197,176] [added: 453,660] | | |

| Prepaid expenses and other | | | [removed: 129,593] [added: 122,406] | | | | | | [removed: 51,152] [added: 129,593] | | |

| Total current assets | | | [removed: 4,804,153] [added: 3,589,238] | | | | | | [removed: 2,941,701] [added: 4,804,153] | | |

| Property and equipment | | | [removed: 442,112] [added: 449,828] | | | | | | [removed: 478,982] [added: 442,112] | | |

| Accumulated depreciation and amortization | | | [removed: (302,281)] [added: (290,396)] | | | | | | [removed: (300,033)] [added: (302,281)] | | |

| Net property and equipment | | | [removed: 139,831] [added: 159,432] | | | | | | [removed: 178,949] [added: 139,831] | | |

| Goodwill | | | [removed: 1,484,754] [added: 1,470,813] | | | | | | [removed: 1,487,187] [added: 1,484,754] | | |

| Other intangible assets, net of accumulated amortization of [removed: $88,302] [added: $106,932] and [removed: $68,249] [added: $88,302] | | | [removed: 89,606] [added: 64,026] | | | | | | [removed: 113,910] [added: 89,606] | | |

| Right-of-use lease assets | | | [removed: 292,559] [added: 372,141] | | | | | | [removed: 319,785] [added: 292,559] | | |

| Deferred tax assets | | | [removed: 124,900] [added: 181,602] | | | | | | [removed: 18,640] [added: 124,900] | | |

| Other assets | | | [removed: 92,309] [added: 117,312] | | | | | | [removed: 84,086] [added: 92,309] | | |

| Total assets | | | $ | [removed: 7,028,112] [added: 5,954,564] | | | | | $ | [removed: 5,144,258] [added: 7,028,112] | |

| Accounts payable | | | $ | [removed: 1,813,473] [added: 1,466,998] | | | | | $ | [removed: 1,195,099] [added: 1,813,473] | |

| Outstanding checks | | | [removed: 105,828] [added: 103,561] | | | | | | [removed: 88,265] [added: 105,828] | | |

| Compensation | | | [removed: 201,421] [added: 242,605] | | | | | | [removed: 138,460] [added: 201,421] | | |

| Transportation expense | | | [removed: 342,778] [added: 199,092] | | | | | | [removed: 153,574] [added: 342,778] | | |

| Income taxes | | | [removed: 100,265] [added: 15,210] | | | | | | [removed: 43,700] [added: 100,265] | | |

| Other accrued liabilities | | | [removed: 171,266] [added: 168,009] | | | | | | [removed: 154,460] [added: 171,266] | | |

| Current lease liabilities | | | [removed: 66,311] [added: 73,722] | | | | | | [removed: 66,174] [added: 66,311] | | |

| Current portion of debt | | | [removed: 525,000] [added: 1,053,655] | | | | | | [removed: —] [added: 525,000] | | |

| Total current liabilities | | | [removed: 3,326,342] [added: 3,322,852] | | | | | | [removed: 1,839,732] [added: 3,326,342] | | |

| Long-term debt | | | [removed: 1,393,649] [added: 920,049] | | | | | | [removed: 1,093,301] [added: 1,393,649] | | |

| Noncurrent lease liabilities | | | [removed: 241,369] [added: 313,742] | | | | | | [removed: 268,572] [added: 241,369] | | |

February 17, 2023

February 17, 2023

| | | | 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | 217,482 | | | | | $ | 257,413 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 940,524 | | | | | | | | | | | | | | | | | | 940,524 | | |

| Repurchase of common stock | | | (14,227) | | | | | | (1,423) | | | | | | | | | | | | | | | | | | | | | | | | (1,455,290) | | | | | | (1,456,713) | | |

| Balance, December 31, 2022 | | | 116,323 | | | | | | $ | 11,632 | | | | | $ | 743,288 | | | | | $ | 5,590,440 | | | | | $ | (88,860) | | | | | $ | (4,903,078) | | | | | $ | 1,353,422 | |

| Proceeds from sale of property and equipment | | | 63,579 | | | | | | — | | | | | | 5,525 | | |

Customs

| 2022 | | | | | | $ | 38,102 | |

| | | | | | | | | | 2022 | | | | | | 2021 | | |

| 2022 | | | | | | $ | 31,229 | |

| | | | 2022 | | | | | | 2021 | | |

| Foreign currency translation | | | (8,257) | | | | | | (4,202) | | | | | | (1,482) | | | | | | (13,941) | | |

| December 31, 2022 balance | | | $ | 1,188,076 | | | | | $ | 206,189 | | | | | $ | 76,548 | | | | | $ | 1,470,813 | |

As part of our annual Step Zero Analysis performed in 2022, we determined that due to certain qualitative factors and the recent performance of our Europe Surface Transportation reporting unit that the more likely than not criteria had been met, and therefore a Step One Analysis was completed for this reporting unit.

As a result of our Step One Analysis for Europe Surface Transportation, we determined that the fair value was greater than the reporting unit's respective carrying value and as such the goodwill balance was not impaired.

| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| Customer relationships | | | $ | 162,358 | | | | | $ | (106,932) | | | | | $ | 55,426 | | | | | $ | 169,308 | | | | | $ | (88,302) | | | | | $ | 81,006 | |

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

| Total intangibles | | | $ | 170,958 | | | | | $ | (106,932) | | | | | $ | 64,026 | | | | | $ | 177,908 | | | | | $ | (88,302) | | | | | $ | 89,606 | |

| 2022 | | | $ | 23,445 | |

| 2023 | | | $ | 8,084 | | | | | $ | 11,529 | | | | | $ | 1,072 | | | | | $ | 20,685 | |

| 2024 | | | 8,008 | | | | | | 3,493 | | | | | | 1,072 | | | | | | 12,573 | | |

| 2025 | | | 7,857 | | | | | | 2,272 | | | | | | 1,072 | | | | | | 11,201 | | |

| 2026 | | | 7,857 | | | | | | 369 | | | | | | 735 | | | | | | 8,961 | | |

| 2027 | | | 1,310 | | | | | | — | | | | | | 491 | | | | | | 1,801 | | |

| Thereafter | | | — | | | | | | — | | | | | | 205 | | | | | | 205 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 55,426 | |

| 364-day revolving credit facility | | | | | | 5.12 | | % | | | | — | | % | | | | May 2023 | | | | | | 379,000 | | | | | | — | | |

As of December 31, 2022, the variable rate equaled SOFR and a Credit Spread Adjustment of 0.10 percent plus 1.00 percent.

364-DAY UNSECURED REVOLVING CREDIT FACILITY

On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023.

Borrowings under the 364-day Credit Agreement generally bear interest at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent.

The alternate base rate is determined by a pricing schedule (which is the highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent).

In addition, there is a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to 0.175 percent per annum.

The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt.

The 364-day Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00.

The 364-day Credit Agreement also contains customary events of default.

Senior Notes, Series A mature in August 2023 and are classified as current portion of debt in our Consolidated Balance Sheets as of December 31, 2022.

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

February 23, 2022

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

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

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

| Net income | | | | | | | | | | | | | | | | | | | | | 576,968 | | | | | | | | | | | | | | | | | | 576,968 | | |

| Repurchase of common stock | | | (3,434) | | | | | | (343) | | | | | | | | | | | | | | | | | | | | | | | | (306,101) | | | | | | (306,444) | | |

| Issuance of restricted stock, net of forfeitures | | | (26) | | | | | | (3) | | | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Other investing activities | | | — | | | | | | 5,525 | | | | | | 16,636 | | |

| Cash and cash equivalents, beginning of year | | | 243,796 | | | | | | 447,858 | | | | | | 378,615 | | |

In

| 2019 | | | | | | 45,016 | | |

| 2019 | | | | | | 17,023 | | |

| December 31, 2019 balance | | | $ | 1,015,570 | | | | | $ | 208,420 | | | | | $ | 67,770 | | | | | $ | 1,291,760 | |

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

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

| Customer relationships | | | $ | 169,308 | | | | | $ | (88,302) | | | | | $ | 81,006 | | | | | $ | 171,684 | | | | | $ | (67,312) | | | | | $ | 104,372 | |

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

| Total intangibles | | | $ | 177,908 | | | | | $ | (88,302) | | | | | $ | 89,606 | | | | | $ | 182,159 | | | | | $ | (68,249) | | | | | $ | 113,910 | |

| 2019 | | | 38,410 | | |

| 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 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 81,006 | |

As of December 31, 2021, the variable rate equaled LIBOR plus 1.13 percent.

If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable.

In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.

On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.

Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.

On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, N.A. to provide a receivables securitization facility with funding of up to $250 million.

On December 17, 2018, we entered into an amendment on this facility, which changed the lending parties to Wells Fargo Bank, N.A. and Bank of America, N.A. and extended the maturity date from April 26, 2019, to December 17, 2020.

The facility expired on December 17, 2020, and it was not renewed; however, we entered into a new receivables securitization facility in November 2021 as described above.

Under the act, 50 percent of the deferred amount was due December 31, 2021, and the remaining 50 percent is due December 31, 2022.

This provision allows us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost.

The CARES Act also provides for a tax credit of up to $5,000 related to wages and health benefits provided to an employee whose work from March 17, 2020, through December 31, 2020, was impacted by COVID-19.

On December 28, 2021, the Treasury Department released final regulations on determining the foreign tax credit, and allocating and apportioning deductions, under the Internal Revenue Code.

The impact of this finalized guidance is not expected to have a material impact on our results.

Our management, including our [added: Interim] Chief Executive Officer and Chief Financial Officer, 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 Exchange Act) as of December 31, [removed: 2021.][added: 2022.]

Based upon that assessment, our [added: Interim] Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed under the supervision of our [added: Interim] 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 assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on that assessment and the COSO criteria, we concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company maintained effective internal control over financial reporting.

The 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: 2021,] [added: 2022,] and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

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)

Information with respect to our Board of Directors contained under the heading “Proposal [removed: One:] [added: 1:] Election of [removed: Directors,”] [added: Directors”] in the Proxy Statement, 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 in the Governance Documents section under the caption “Code of [removed: Ethics.”][added: Ethics”.]

The information contained under the headings or subheadings “Compensation of Directors,” [removed: “Talent] and [removed: Compensation Committee Interlocks and Insider Participation,” “2021 Executive Compensation,” and “Talent and Compensation Committee Report”] [added: “Executive Compensation” (excluding the information presented under the subheading “Pay Versus Performance”)] 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, 2022:

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

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

| Plan Category | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(1) | | | | | | 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) (2) | | |

| Equity compensation plans approved by security holders | | | | | | 5,358,796 | | | | | | $ | 77.93 | | | | | 6,492,529 | | |

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

| Total | | | | | | 5,358,796 | | | | | | $ | 77.93 | | | | | 6,492,529 | | |

________________________________

(1) Includes 5,358,796 stock options remaining outstanding for future exercise.

(2)Includes 2,114,989 shares available for issuance under our Employee Stock Purchase Plan and 4,377,540 shares that may become subject to future awards in the form of stock options, restricted stock units, performance shares and performance-based restricted stock units under our 2022 Equity Incentive Plan.

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 information contained under the heading “Proposal [removed: Three:] [added: 4:] Ratification of the Selection of Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.

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

(1)The Company’s [removed: 2021] [added: 2022] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

| Number | | | | | | Description | | | [added: | | |]

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

| 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 [removed: on January 24, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000119312522016178/d289098dex32.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/arbylawsnov172022.htm) [November 23](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/arbylawsnov172022.htm)[, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/arbylawsnov172022.htm)] | | | [added: | | |]

| 4.1 | | | | | | [Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 19, 2020)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) | | | [added: | | |]

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

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

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

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

| †10.2 | | | | | | [Amended and restated C.H. Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm) | | | [added: | | |]

| [removed: 10.3] [added: 10.6] | | | | | | [removed: [Note] [added: [Third Amendment to Note] Purchase Agreement dated as of [removed: August 23, 2013,] [added: November 21, 2022] by and among [added: C.H. Robinson Worldwide, Inc.,] the [removed: Company] [added: noteholders party thereto] and the [removed: Purchasers] [added: guarantors party thereto] (incorporated by reference to Exhibit [removed: 10.3 to] [added: 10.2 in] the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: August 26, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000119312513345894/d589271dex103.htm)] [added: November 23, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit102-amendmenttonpa.htm)] | | | [added: | | |]

| [removed: 10.4] [added: †10.16] | | | | | | [removed: [First Amendment to Note Purchase] [added: [Form of Incentive Stock Option] Agreement [removed: dated February 20, 2015, by and among the Company and the Purchasers] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.20] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit108.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] | | | [added: | | |]

| [removed: 10.5] [added: 10.11] | | | | | | [removed: [Second Amendment to Note Purchase Agreement] [added: [Receivables Sale Agreement,] dated [removed: as of] November 19, 2021, by and among C.H. [removed: Robinson Worldwide,] [added: Robinson, Company] Inc., [removed: the noteholders party thereto] and the [removed: guarantors] [added: other originators from time to time] party [removed: thereto] [added: thereto, C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc.] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.2] to the Company's Current Report on Form 8-K [removed: filed] on November 23, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/chrobinson-secondamendment.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm)] | | | [added: | | |]

| [removed: 10.6] [added: 10.9] | | | | | | [Receivables Purchase Agreement, dated November 19, 2021, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson [removed: Receiva](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm)[b](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm)[les,] [added: Receivables,] LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm) | | | [added: | | |]

| [removed: 10.7] [added: 10.12] | | | | | | [removed: [Receivables] [added: [First Amendment to the Receivables] Sale Agreement, dated [removed: November 19, 2021,] [added: July 7, 2022] by and among C.H. [removed: Robinson, Company] [added: Robinson Worldwide,] Inc., [removed: and the other originators from time to time party thereto,] C.H. Robinson Receivables, LLC, and [removed: C.H. Robinson Worldwide, Inc.] [added: the originators party thereto] (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on [removed: November 23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm)] [added: July 12, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno1torsa.htm)] | | | [added: | | |]

| [removed: 10.8] [added: 10.13] | | | | | | [Performance Guaranty, dated November 19, 2021, made by C.H. Robinson Worldwide, [removed: Inc. ,for] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm)[,](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm) [](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm)[for] the benefit of Bank of America, N.A, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K on November 23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm) | | | [added: | | |]

| [removed: *10.9] [added: 10.10] | | | | | | [removed: [First] [added: [Second] Amendment to the Receivables Purchase Agreement, dated [removed: February 1,] [added: July 7,] 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/amendment1toreceivablesp.htm)] [added: agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on July 12, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno2torpa.htm)] | | | [added: | | |]

| [removed: 10.10] [added: 10.5] | | | | | | [removed: [Third] [added: [Fourth] Omnibus Amendment [added: dated November 21, 2022 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders,] to [added: that certain] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: November 19, 2021] [added: October 29, 2012,] by and among [added: the] C.H. Robinson [removed: Worldwide,] [added: Company] Inc., the [removed: lenders party thereto] [added: lenders,] and U.S. Bank National Association, as LC [removed: issuer] [added: Issuer, Swing Line Lender] and [removed: 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] [added: Administrative Agent for the lenders, as previously amended (incorporated] by reference to Exhibit [removed: 10.4 to] [added: 10.1 in] the Company's Current Report on Form 8-K filed [removed: 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)] [added: on November 23, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit101-amendmenttocred.htm)] | | | [added: | | |]

| [removed: †10.11] [added: †10.14] | | | | | | [C.H. Robinson Worldwide, Inc., 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm) | | | [added: | | |]

| [removed: †10.12] [added: †10.15] | | | | | | [2012 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm) | | | [added: | | |]

| [removed: †10.13] [added: †10.22] | | | | | | [Form of Incentive Stock Option [added: Award] Agreement (incorporated by reference to Exhibit [removed: 10.20] [added: 10.25] 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/a2020incentivestockoptio.htm)] | | | [added: | | |]

| [removed: †10.14] [added: †10.17] | | | | | | [Form of Performance Share Award for Officers (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102112312014.htm) | | | [added: | | |]

| [removed: †10.15] [added: †10.18] | | | | | | [Form of Performance Share Award for U.S. Managerial Employees (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102212312014.htm) | | | [added: | | |]

| [removed: †10.16] [added: †10.19] | | | | | | [Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm) | | | [added: | | |]

| [removed: †10.17] [added: †10.20] | | | | | | [Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102212312013.htm) | | | [added: | | |]

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

| [removed: †10.19] [added: †10.23] | | | | | | [Form of [removed: Incentive Stock Option Award] [added: Key Employee] Agreement (incorporated by reference to Exhibit [removed: 10.25] [added: 10.27] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] | | | [added: | | |]

| [removed: †10.20] [added: †10.27] | | | | | | [Form of [removed: Key Employee] [added: Restricted Stock Unit Award] Agreement [added: - U.S. Senior Leaders] (incorporated by reference to Exhibit [removed: 10.27] [added: 10.24] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm)] | | | [added: | | |]

| [removed: †10.21] [added: †10.24] | | | | | | [Form of Restricted Stock Unit Award Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021rsuawardagreement-uss.htm) | | | [added: | | |]

| [removed: †10.22] [added: †10.25] | | | | | | [Form of Performance Stock Unit Award (EPS) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuepsawardagreement-.htm) | | | [added: | | |]

| [removed: †10.23] [added: †10.26] | | | | | | [Form of Performance Stock Unit Award (AGP) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuagpawardagreement-.htm) | | | [added: | | |]

| [removed: *†10.25] [added: †10.28] | | | | | | [Form of Performance Stock Unit Award (EPS) Agreement - U.S. Senior [removed: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] [added: Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] | | | [added: | | |]

| [removed: *†10.26] [added: †10.29] | | | | | | [Form of Performance Stock Unit Award (AGP) Agreement - U.S. Senior [removed: Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] [added: Leaders (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] | | | [added: | | |]

| *21 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/exhibit212021.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit212022.htm)] | | | [added: | | |]

| *23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/ex2312021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit2312022.htm)] | | | [added: | | |]

| *24 | | | | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/exhibit24123121.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit2412312022.htm)] | | | [added: | | |]

| *31.1 | | | | | | [Certification of [removed: the Chief] [added: the](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3112022.htm) [Interim](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3112022.htm) [Chief] Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3112022.htm)] | | | [added: | | |]

| *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/1043277/000104327722000006/chrw10k-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3122022.htm)] | | | [added: | | |]

| *32.1 | | | | | | [Certification of [removed: the Chief] [added: the](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3212022.htm) [Interim](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3212022.htm) [Chief] Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/chrw10k-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3212022.htm)] | | | [added: | | |]

| *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/1043277/000104327722000006/chrw10k-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3222022.htm)] | | | [added: | | |]

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| †10.3 | | | | | | [C.H. Robinson Worldwide Inc., 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 22, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000014/chrw-03312022xdef14a.htm) | | | | | |

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| 10.4 | | | | | | [Credit Agreement Dated as of May 6, 2022 Among C.H. Robinson Worldwide Inc., the Lenders, and U.S. Bank National Association, as Administrative Agent (incorporated by reference to the Company’s Current Form on Form 8-K filed on May 11, 2022)](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001043277/000104327722000027/chrw-20220511.htm) | | | | | |

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| 10.7 | | | | | | [Cooperation Agreement, dated January 6, 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific Point Wealth Advisors, LLC and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 6, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523003544/d430079dex101.htm) | | | | | |

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| 10.8 | | | | | | [C.H. Robinson Executive Separation and Change in Control Plan (incorporated by reference to Exhibit 10.3 in the Company's Current Report on Form](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000038/exhibit103q22022.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000038/exhibit103q22022.htm) [filed on July 29, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000038/exhibit103q22022.htm) | | | | | |

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

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

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on February [removed: 23, 2022.][added: 17, 2023.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 23, 2022.][added: 17, 2023.]

| /s/ [removed: ROBERT C. BIESTERFELD, JR.] [added: SCOTT P. ANDERSON] | | | | | | [added: Interim] Chief Executive Officer (Principal Executive Officer) | | |

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

| Kermit [added: R.] Crawford | | | | | | | | |

| Jodee [added: A.] Kozlak | | | | | | | | |

| Paula [added: C.] Tolliver | | | | | | | | |

| James J. Barber, Jr. | | | | | | | | |

| Mark A. Goodburn | | | | | | | | |

| Henry J. Maier | | | | | | | | |

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

| Henry W. Winship | | | | | | | | |

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| Robert C. Biesterfeld, Jr. | | | | | | | | |

| Wayne M. Fortun | | | | | | | | |

| Brian P. Short | | | | | | | | |