C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2023 vs FY2022

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

- Transportation provider failures: A significant number of our contracted transportation providers may go out of [removed: business] [added: business,] and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.

While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe [removed: that] fuel costs essentially act as a pass-through cost to our truckload business.

[removed: This] [added: Our] reliance [added: on these third parties] also could cause delays in reporting certain events, including recognizing claims.

Although seasonal changes in the transportation industry have not had a significant impact on our cash flow or results of operations, we expect this trend to [removed: continue] [added: continue,] and we cannot guarantee [removed: that] it will not adversely impact us in the future.

We cannot guarantee [removed: that] we will be able to identify suitable acquisitions or investment candidates.

Even if we identify suitable candidates, we cannot guarantee [removed: that] we will make acquisitions or investments on commercially acceptable terms, if at all.

Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee [removed: that] future attacks will have little to no impact on our business.

Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe [removed: that] we may be an attractive target for such attacks.

Our international operations subject us to [removed: operational] [added: operational, financial,] and [removed: financial] [added: data privacy] risks. We provide services within and between foreign countries on an increasing basis.

- 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 U.S.; [removed: and]

Failure to comply could result in reputational harm, substantial penalties, and operational [removed: restrictions.][added: restrictions; and]

We cannot guarantee [removed: that] we will be able to continue to hire and retain a sufficient number of qualified personnel.

We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During [removed: 2022,] [added: 2023,] our top 100 customers based on total revenue comprised approximately 35 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately [removed: 29] [added: 28] percent of [added: our] consolidated adjusted gross [removed: profit.][added: profits.]

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 [removed: flows] [added: flows,] and financial condition.

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

Changes to income tax laws and regulations in any of the jurisdictions where we operate could [removed: significantly increase] [added: adversely affect] our [removed: effective] [added: overall] tax [removed: rate and reduce our operating cash flows.][added: liability.]

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

We also carry various liability insurance policies, including automobile and general liability, with a [removed: $155] [added: $125] million umbrella [removed: where we carry retentions between $0.5] [added: with up to a $10] million [added: retention, an additional $10 million corridor retention,] and [removed: $7.5 million.][added: a $6.5 million retention in various layers throughout the umbrella.]

While we are insured for up to [removed: $155] [added: $125] 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 [removed: that] our coverage will be adequate or that it will continue to be available.

Any material litigation related to the above types of claims or claims arising from our transportation operations may require significant [removed: management] time [added: from management] 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 provide customs brokerage services as a customs broker under a license issued by U.S. Customs and Border Protection [added: (“CBP”),] and [removed: other authoritative governmental agencies.][added: we maintain Customs Trade Partnership Against Terrorism certification with CBP.]

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

We [removed: are] [added: may be] subject to negative impacts of changes in political and governmental conditions. Our operations [removed: are] [added: may be] subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:

- global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increase legal claim liability, and increase regulatory scrutiny and fines.

These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.

We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business. If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers and cybersecurity personnel, we may face a competitive disadvantage.

At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks.

It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.

The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results of operations.

Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in efforts to further incorporate AI into our processes.

The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two.

Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.

We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.

Some of these legislative changes could impact our effective tax rate and tax liabilities.

Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations.

Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.).

- wars, civil unrest, acts of terrorism, and other conflicts such as the current conflict in the Red Sea, which is impacting the global freight market.

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.

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

- wars, civil unrest, acts of terrorism, and other conflicts.

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 globe since its inception.

Since the beginning of the pandemic we have experienced periods of significant changes including volatility in demand, declines in certain industries and regions, volatile pricing, and negative impacts to carrier capacity.

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

There continues to be uncertainty around the duration of the COVID-19 pandemic and its broader impact on the economy, and therefore, the effects it will have on our operations and financial results remain uncertain for 2023.

If economic or market conditions in key global markets deteriorate, it may have a material adverse impact on our business and results of operations, and we may experience material adverse effects on our financial positions.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world, with consolidated total revenues of [removed: $24.7] [added: $17.6] billion in [removed: 2022.][added: 2023.]

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

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

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Transportation | | | $ | [removed: 23,516,384] [added: 16,372,660] | | | | | | | | | | | $ | [removed: 22,046,574] [added: 23,516,384] | | | | | | | | | | | $ | [removed: 15,147,562] [added: 22,046,574] | | | | | | | |

| Sourcing | | | [removed: 1,180,241] [added: 1,223,783] | | | | | | | | | | | | [removed: 1,055,564] [added: 1,180,241] | | | | | | | | | | | | [removed: 1,059,544] [added: 1,055,564] | | | | | | | | |

| Total revenues | | | [removed: 24,696,625] [added: 17,596,443] | | | | | | | | | | | | [removed: 23,102,138] [added: 24,696,625] | | | | | | | | | | | | [removed: 16,207,106] [added: 23,102,138] | | | | | | | | |

| Purchased transportation and related services | | | [removed: 20,035,715] [added: 13,886,024] | | | | | | | | | | | | [removed: 18,994,574] [added: 20,035,715] | | | | | | | | | | | | [removed: 12,834,608] [added: 18,994,574] | | | | | | | | |

| Purchased products sourced for resale | | | [removed: 1,067,733] [added: 1,105,811] | | | | | | | | | | | | [removed: 955,475] [added: 1,067,733] | | | | | | | | | | | | [removed: 960,241] [added: 955,475] | | | | | | | | |

| Direct internally developed software amortization | | | [removed: 25,487] [added: 33,620] | | | | | | | | | | | | [removed: 20,208] [added: 25,487] | | | | | | | | | | | | [removed: 16,634] [added: 20,208] | | | | | | | | |

| Total direct costs | | | [removed: 21,128,935] [added: 15,025,455] | | | | | | | | | | | | [removed: 19,970,257] [added: 21,128,935] | | | | | | | | | | | | [removed: 13,811,483] [added: 19,970,257] | | | | | | | | |

| Gross [removed: profit] [added: profits] / Gross profit margin | | | [removed: 3,567,690] [added: 2,570,988] | | | | | | [removed: 14.4] [added: 14.6] | | % | | | | [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] | | % |

| Plus: Direct internally developed software amortization | | | [removed: 25,487] [added: 33,620] | | | | | | | | | | | | [removed: 20,208] [added: 25,487] | | | | | | | | | | | | [removed: 16,634] [added: 20,208] | | | | | | | | |

| Adjusted gross profits / Adjusted gross profit margin | | | $ | [removed: 3,593,177] [added: 2,604,608] | | | | | [removed: 14.5] [added: 14.8] | | % | | | | $ | [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: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Total revenues | | | | | | $ | [removed: 24,696,625] [added: 17,596,443] | | | | | $ | [removed: 23,102,138] [added: 24,696,625] | | | | | $ | [removed: 16,207,106] [added: 23,102,138] | |

| Operating income | | | | | | [removed: 1,266,782] [added: 514,607] | | | | | | [removed: 1,082,108] [added: 1,266,782] | | | | | | [removed: 673,268] [added: 1,082,108] | | |

| Operating margin | | | | | | [removed: 5.1] [added: 2.9] | | % | | | | [removed: 4.7] [added: 5.1] | | % | | | | [removed: 4.2] [added: 4.7] | | % |

| Adjusted gross profit | | | | | | $ | [removed: 3,593,177] [added: 2,604,608] | | | | | $ | [removed: 3,152,089] [added: 3,593,177] | | | | | $ | [removed: 2,412,257] [added: 3,152,089] | |

| Adjusted operating margin | | | | | | [removed: 35.3] [added: 19.8] | | % | | | | [removed: 34.3] [added: 35.3] | | % | | | | [removed: 27.9] [added: 34.3] | | % |

[removed: The average] [added: Average] routing guide depth [removed: at] [added: has remained low throughout 2023 and finished] the [removed: end of 2022 declined to] [added: year at] 1.2, representing that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases.

[removed: Our 2022] [added: This compared to the prior year where] surface transportation [removed: results benefited from the] [added: rates were] declining [removed: cost of purchased transportation over the course of the year,] [added: from historically elevated levels, which benefited our results in 2022] as periods where the cost of [removed: purchased] transportation declines often [removed: result] [added: results] in improved adjusted gross profits per shipment in our portfolio.

Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately [removed: 7.5] [added: 18.5] percent during [removed: 2022.][added: 2023.]

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately [removed: 4.0] [added: 21.0] percent during [removed: 2022.][added: 2023.]

Our [removed: 2022] [added: 2023] Global Forwarding results were largely consistent with the trends discussed above in the market trends section.

The following summarizes select [removed: 2022] [added: 2023] year-over-year operating comparisons to [removed: 2021:][added: 2022:]

- Total revenues [removed: increased 6.9] [added: decreased 28.7] percent to [removed: $24.7] [added: $17.6] billion, [removed: driven] primarily [added: driven] by [removed: higher] [added: lower] pricing in [removed: truckload, LTL, and] [added: our] ocean [added: and truckload] services.

- Gross profits [removed: increased 13.9] [added: decreased 27.9] percent to [removed: $3.6] [added: $2.6] billion.

Adjusted gross profits [removed: increased 14.0] [added: decreased 27.5] percent to [removed: $3.6] [added: $2.6] billion, primarily driven by [removed: higher] [added: lower] adjusted gross [removed: profit] [added: profits] per transaction in truckload and [removed: LTL] [added: ocean] services.

- [removed: Selling,] [added: Other selling,] general, and administrative (“SG&A”) expenses increased [removed: 14.6] [added: 3.5] percent to [removed: $603.4] [added: $624.3] million, primarily due to [removed: 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 [added: recorded in the prior year, partially offset by decreased purchased] and [removed: a decrease] [added: contracted services] in [removed: credit losses.][added: the current year.]

- Income from operations totaled [removed: $1.3 billion, up 17.1] [added: $514.6 million, down 59.4] percent from last year, [removed: primarily] due to [removed: an increase] [added: a decline] in adjusted gross profits, partially offset by the [removed: increase] [added: decline] in operating expenses.

Adjusted operating margin of [removed: 35.3] [added: 19.8] percent [removed: increased 100] [added: decreased 1,550] basis points.

- Interest and other expenses, net totaled [removed: $100.0] [added: $105.4] million, which primarily consisted of [removed: $77.1] [added: $90.2] million of interest expense, which increased [removed: $25.0] [added: $13.1] million versus last year due to [removed: a] higher average [removed: debt balance.][added: variable interest rates.]

The [removed: current] [added: prior] year [removed: also] included a $23.5 million unfavorable impact [removed: from] [added: of] foreign currency revaluation and realized foreign currency gains and [removed: losses, which increased $8.4 million versus last year] [added: losses driven] primarily [removed: due to foreign currency revaluation on intercompany assets and liabilities] [added: by balances] denominated in U.S. [removed: Dollars] [added: Dollars, including intercompany balances,] in [removed: countries] [added: regions] where the U.S. Dollar is not the functional [removed: currency.][added: currency and a $9.3 million foreign currency loss related to the devaluation of the Argentine Peso.]

- The effective tax rate for [removed: 2022] [added: 2023] was [removed: 19.4] [added: 20.5] percent compared to [removed: 17.4] [added: 19.4] percent in [removed: 2021.][added: 2022.]

- Net income totaled [removed: $940.5] [added: $325.1] million, [removed: up 11.4] [added: down 65.4] percent from a year ago.

Diluted earnings per share [removed: increased 17.3] [added: decreased 63.2] percent to [removed: $7.40.][added: $2.72.]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | % change | | | | | | [removed: 2020] [added: 2021] | | | | | | % change | | |

| Transportation | | | | | | $ | [removed: 23,516,384] [added: 16,372,660] | | | | | $ | [removed: 22,046,574] [added: 23,516,384] | | | | | [removed: 6.7] [added: (30.4)] | | % | | | | $ | [removed: 15,147,562] [added: 22,046,574] | | | | | [removed: 45.5] [added: 6.7] | | % |

| Sourcing | | | | | | [removed: 1,180,241] [added: 1,223,783] | | | | | | [removed: 1,055,564] [added: 1,180,241] | | | | | | [removed: 11.8] [added: 3.7] | | % | | | | [removed: 1,059,544] [added: 1,055,564] | | | | | | [removed: (0.4)] [added: 11.8] | | % |

| Operating income | | | | | | 514,607 | | | | | | 1,266,782 | | | | | | 1,082,108 | | |

The North America surface transportation market continues to experience weak freight demand combined with excess carrier capacity, which is resulting in an oversupplied and very competitive market.

These conditions are typically referred to as a soft market and have existed throughout most of 2023 with transportation rates at, or near, the estimated cost to operate a truck.

This compared to historically elevated transportation rates in the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022.

Average routing guide depth started at 1.7 in 2022 before the softening market conditions resulted in a decline to 1.2 at the end of 2022 and holding at those levels throughout 2023.

Similar to the North America surface transportation market, the global forwarding market was soft throughout 2023 as ocean vessel capacity has continued to expand relative to demand.

These softening market conditions began in the middle of 2022 and continued throughout 2023.

New vessel deliveries are expected to continue in the near term and further increase capacity in the industry and put downward pressure on ocean freight rates into the coming year.

Partially offsetting these factors are global disruptions, which are impacting the capacity market and resulting in transit interruptions and vessel reroutings.

These are expected to strain capacity in the coming year and result in elevated pricing, although the timeline to resolve these disruptions remains unclear.

There continues to be more than sufficient air freight capacity in the market, which has kept air freight rates suppressed throughout 2023.

Our 2023 surface transportation results were largely consistent with the trends discussed in the market trends section.

The weak freight demand and excess carrier capacity in the market has resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot market.

This resulted in declines in both our total revenues and adjusted gross profits in 2023.

We experienced a decline in both total revenues and adjusted gross profits in our ocean and air freight businesses in 2023 compared to the prior year.

These declines were largely driven by the weak global demand and the excess ocean vessel capacity in the market during 2023.

The prior year benefited from elevated demand and higher transportation rates in the first half of 2022 before they began to rapidly decline in the second half of 2022 and into 2023.

Our total ocean freight volumes decreased 5.0 percent while our air freight tonnage decreased 6.5 percent in 2023.

- Personnel expenses decreased 14.9 percent to $1.5 billion, primarily due to cost optimization efforts and lower variable compensation.

Average employee headcount decreased 8.9 percent.

The higher rate in 2023 was due primarily due to the higher tax rate on foreign earnings and the impact of the Section 199 domestic production activities settlement, partially offset by the tax impact of foreign tax credits.

In addition, volume declined in nearly all transportation services compared to the prior year.

Transportation rates have declined from the prior year driven by the weak freight demand combined with excess carrier capacity experienced throughout most of 2023 in both the surface transportation and global forwarding markets.

Transportation rates remained historically elevated for the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022 and continued throughout 2023.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased due to lower adjusted gross profits per transaction in truckload and ocean services, in addition to decreased volumes in nearly all service lines.

The lower adjusted gross profits per transaction was driven by the weak freight demand and excess capacity in the surface transportation and global forwarding markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the twelve months ended December 31, 2023.

Similarly, freight demand and transportation rates remained historically elevated in the first half of 2022 in the global forwarding market until they began to rapidly decline in the second half of 2022 and into 2023.

Sourcing adjusted gross profits increased, driven by integrated supply chain solutions for foodservice and wholesale customers as well as increased pricing and volume in the retail industry.

Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts including lower average employee headcount in addition to lower variable compensation decreased reflecting the decline in results relative to the prior year.

Other SG&A expenses increased primarily due to a $23.5 million gain on the sale-leaseback of a facility in Kansas City in the prior year.

This increase was partially offset by decreased purchased and contracted services, including temporary labor in 2023.

Operating expenses in 2023 also included $18.4 million of severance and related expenses primarily related to our 2022 Restructuring Program and $19.6 million of other SG&A expenses related to exit and disposal costs including asset impairments from our South American Restructuring Program.

Refer to Note 15, *Restructuring,* in this report for further discussion related to our 2022 Restructuring and South American Restructuring Programs.

These impacts were partially offset by a higher tax rate on foreign earnings and the impact of the Section 199 domestic production activities settlement, which increased the effective tax rate by 6.7 percentage points and 4.7 percentage points, respectively.

Transportation rates have declined from the prior year driven by weak freight demand resulting in declining volume combined with the excess carrier capacity experienced throughout most of 2023 in the surface transportation market.

Transportation rates remained historically elevated for the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022, which continued throughout 2023.

Volumes also declined in both services.

The lower adjusted gross profits per transaction was driven by the weak freight demand and excess capacity in the surface transportation markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the twelve months ended December 31, 2023.

Operating expenses. NAST personnel expenses decreased primarily due to cost optimization efforts, including lower average employee headcount, in addition to decreased variable compensation, reflecting the decline in results relative to the prior year.

NAST SG&A expenses decreased primarily due to lower allocated corporate expenses and the impact of elevated legal settlements included in the prior year.

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.

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.

As with the North American surface transportation market, this compared to extremely tight market conditions in 2021 as strong demand combined with supply chain disruptions caused by port congestion along with equipment and labor shortages drove purchased transportation to historic levels in 2021 and the first half of 2022.

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.

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.

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.

The lower rate 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.

- 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.

Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased due to increased pricing compared to the prior year across most of our services lines, most notably in our truckload and LTL services resulting in higher adjusted gross profits per transaction.

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.

Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average employee headcount.

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.

These increases were partially offset by a $23.5 million gain on the sale-leaseback of a facility in Kansas City and lower credit losses.

Operating expenses in 2022 also included the impact of organizational changes made to support our enterprise strategy of accelerating our digital transformation and productivity initiatives.

These 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 cost of purchased transportation started at historic levels in 2022 driven by the continuation of the strong demand that impacted much of 2021 combined with challenges related to driver availability, supply chain disruption, and weather events.

Many of these challenges improved over the course of 2022 as demand slowed, which resulted in the cost of purchased transportation declining over the course of 2022.

NAST LTL adjusted gross profits increased due to increased adjusted gross profits per transaction.

NAST other adjusted gross profits increased driven by increased warehousing services and an increase in intermodal adjusted gross profits.

Operating expenses. NAST personnel expense increased primarily due to an increase in salaries and incentive compensation driven by an increase in average employee headcount.

NAST SG&A expenses increased driven by increased investments in technology, legal settlements, warehouse expenses, travel expenses, and increased expenditures for purchased and contracted services, including temporary labor.

We had [removed: $217.5] [added: $145.5] million of cash and cash equivalents on December 31, [removed: 2022.][added: 2023.]

There was [removed: no] [added: $160 million] outstanding [removed: balance] on the revolving [removed: loan] [added: credit facility] as of December 31, [removed: 2022.][added: 2023.]

[removed: At December 31, 2022, there] [added: There] was [removed: $379] [added: $325] million outstanding on the [removed: revolving loan.][added: Senior Notes as of December 31, 2023.]

We are a party to the Note Purchase Agreement, as amended, with various institutional investors with fixed rates consisting of: (i) [removed: $175 million of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023, (ii)] $150 million of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028, and [removed: (iii)] [added: (ii)] $175 million of the company’s 4.6 percent Senior Notes, Series C, due August 27, 2033.

The fair value of the [removed: notes] [added: Senior Notes] approximated [removed: $468.7] [added: $315.7] million as of December 31, [removed: 2022.][added: 2023.]

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $569.5] [added: $581.2] million as of December 31, [removed: 2022,] [added: 2023,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $595.0] [added: $595.9] million as of December 31, [removed: 2022.][added: 2023.]

We are a party to a Receivables Securitization Facility with various [removed: lenders,] [added: lenders] that provides [removed: a total availability] [added: an aggregate funding available] of [removed: up to] $500 million.

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

There was [removed: $499.7] [added: $499.5] million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, [removed: 2022.][added: 2023.]

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

We operate through a network of offices in North America, Europe, Asia, Oceania, [removed: and] South [removed: America.][added: America, and the Middle East.]

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

All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, [removed: 2022] [added: 2023,] would have decreased our net income by approximately [removed: $20.4] [added: $30.8] million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, [removed: 2022] [added: 2023,] would have increased our net income by approximately [removed: $16.2] [added: $25.2] million.

We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar.

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).

There was $500 million outstanding on the notes as of December 31, 2022.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world, with consolidated total revenues of [removed: $24.7] [added: $17.6] billion in [removed: 2022.][added: 2023.]

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 [removed: solutions.][added: solutions and help navigate increasingly complex global supply chains.]

In [removed: 2022,] [added: 2023,] we handled approximately [removed: 20] [added: 19] million shipments and worked with [removed: approximately 100,000] [added: more than 90,000] customers.

Operating throughout North America, Europe, Asia, Oceania, [removed: and] South America, [added: and the Middle East,] we offer a global suite of [added: multi-modal] services [removed: using tailored, market-leading differentiated] [added: that brings together the value of our expertise and account management services with custom] technology [removed: to drive better outcomes] [added: differentiated] by [removed: leveraging] our [removed: experience, data, technology,] [added: unmatched data] and scale.

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

[removed: We utilized approximately 96,000] [added: In 2023, we had more than 450,000] contracted transportation companies around the [removed: world,] [added: world on our platform,] including contracted motor carriers, railroads (primarily intermodal service providers), and ocean and air [removed: carriers in 2022.][added: carriers.]

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

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

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

- Truckload: Through our contracts with motor carriers, we have access to dry vans, [removed: temperature controlled] [added: temperature-controlled] vans, flatbeds, and bulk capacity.

[removed: The carrier’s contract is with us, not the] customer, and we are responsible for prompt payment of freight charges.

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

Transportation services accounted for approximately [removed: 97] [added: 95] percent of adjusted gross profits in [removed: 2022 and 2021] [added: 2023] and [removed: 96] [added: 97] percent of adjusted gross profits in [removed: 2020.][added: 2022 and 2021.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Truckload | | | $ | [removed: 1,561,310] [added: 1,039,079] | | | | | $ | [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] | |

| LTL | | | [removed: 632,116] [added: 550,373] | | | | | | [removed: 523,365] [added: 632,116] | | | | | | [removed: 457,290] [added: 523,365] | | | | | | [removed: 477,348] [added: 457,290] | | | | | | [removed: 471,275] [added: 477,348] | | |

| Ocean | | | [removed: 729,839] [added: 420,883] | | | | | | [removed: 711,223] [added: 729,839] | | | | | | [removed: 350,094] [added: 711,223] | | | | | | [removed: 308,367] [added: 350,094] | | | | | | [removed: 312,952] [added: 308,367] | | |

| Air | | | [removed: 198,166] [added: 123,470] | | | | | | [removed: 225,286] [added: 198,166] | | | | | | [removed: 151,443] [added: 225,286] | | | | | | [removed: 106,777] [added: 151,443] | | | | | | [removed: 120,540] [added: 106,777] | | |

| Customs | | | [removed: 107,691] [added: 97,096] | | | | | | [removed: 100,539] [added: 107,691] | | | | | | [removed: 87,095] [added: 100,539] | | | | | | [removed: 91,828] [added: 87,095] | | | | | | [removed: 88,515] [added: 91,828] | | |

| Other Logistics Services | | | [removed: 251,547] [added: 255,735] | | | | | | [removed: 210,958] [added: 251,547] | | | | | | [removed: 195,159] [added: 210,958] | | | | | | [removed: 149,664] [added: 195,159] | | | | | | [removed: 154,546] [added: 149,664] | | |

| Total | | | $ | [removed: 3,480,669] [added: 2,486,636] | | | | | $ | [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] | |

[added: Sourcing accounted for] approximately [removed: three] [added: five] percent of our adjusted gross profits in [removed: 2022 and 2021] [added: 2023] and [removed: four] [added: three] percent of our adjusted gross profits in [removed: 2020.][added: 2022 and 2021.]

During [removed: 2022,] [added: 2023,] we served [removed: approximately 100,000] [added: more than 90,000] customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During [removed: 2022,] [added: 2023,] our largest customer accounted for approximately two percent of [added: our consolidated] total revenues.

- Information, products, and technology: [removed: Our] [added: The combination of our] global suite of services, unparalleled quantity of relationships, and scale [removed: combine to] provide us with an information advantage.

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

With approximately [removed: 1,300] [added: 900] data scientists, engineers, and developers, we are continuing to make smart, talent-focused investments globally in this critical area and building the next generation of tools and processes that will change how supply chains function.

[removed: Industry-first] [added: For example, some of the industry-first] tools [added: we] launched [removed: by Robinson Labs] include:

Navisphere offers sophisticated business analytics, artificial intelligence, and data-driven tools to improve supply chain performance and meet increasing customer demands, including the [removed: following tools:][added: following:]

[removed: Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated time of] arrival using artificial intelligence are provided for the customer to manage their supply chain exceptions.

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

Navisphere is also integrated into [removed: 35] [added: 33] third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered.

This eliminates the need for our customers to shop around and provides [added: them] an automated solution.

In [removed: 2022, we worked with approximately 96,000] [added: 2023, more than 450,000] transportation providers [removed: worldwide,] [added: were on our platform,] the vast majority of which are contracted motor carriers.

Contracted motor carriers provide access to dry vans, [removed: temperature controlled] [added: temperature-controlled] vans, flatbeds, and bulk capacity.

[removed: Contracted] [added: In 2023, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted] motor carriers that had fewer than 100 trucks transported approximately [removed: 80] [added: 74] percent of our truckload [removed: shipments in 2022.][added: shipments.]

[removed: Our standard] contracts do not include volume commitments, and [removed: typically] [added: typically,] the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier.

These contracts are often amended throughout the year to reflect changes in market [removed: conditions for our business, such as additional trade lanes.][added: conditions.]

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

They are logistics experts and problem [removed: solvers,] [added: solvers who are driven to win,] and they act as an extension of our [removed: customers'] [added: customers’] teams.

As one of the world’s largest global logistics platforms, we solve logistics problems for companies across the globe and across industries, from simple to the most complex.

In 2023, we processed approximately 19 million shipments and had $22 billion of freight under management.

With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for more than 90,000 customers and the more than 450,000 contract carriers on our platform.

The carrier’s contract is with us, not the

In 2023, we executed approximately 19 million shipments for more than 90,000 customers utilizing the more than 450,000 contract carriers on our platform.

Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated time of

Our standard

the California Consumer Privacy Act.

Among our employees, 99 percent, work full-time hours.

| Network employees | | | | | | 8,902 | | | | | | 1,639 | | | | | | 1,675 | | | | | | 415 | | | | | | 323 | | | | | | 12,954 | | |

| Shared services employees | | | | | | 1,546 | | | | | | 429 | | | | | | 253 | | | | | | 26 | | | | | | 38 | | | | | | 2,292 | | |

| Total Employees | | | | | | 10,448 | | | | | | 2,068 | | | | | | 1,928 | | | | | | 441 | | | | | | 361 | | | | | | 15,246 | | |

In line with easing labor market conditions in 2023, our voluntary turnover rate declined 2 percentage points from 2022 to 13 percent.

Our 2023 engagement survey generated an engagement score of 77 percent, which is a slight decline from past years.

Areas of strength across the enterprise continue to be the capabilities of our managers, the strong relationships between our people and their managers and our understanding of our customers’ needs.

The survey results indicated that employees feel comfortable discussing their concerns with their managers, and clearly understand performance expectations and the needs of their customers.

In addition, collaboration and communication, a key focus area for the enterprise, showed year-over-year improvement.

To increase engagement back to historical levels and address areas of opportunity, we have outlined key focus areas for the enterprise including clarifying company direction, enhancing survey credibility and action planning, continuing to increase communication and collaboration, and increasing perceptions of fair pay.

The foundation of our talent strategy starts with building a deep bench of leaders who can execute, inspire and drive our business today and into the future.

With an increasingly diverse and dispersed workforce, leaders must consistently demonstrate to our employees what C.H. Robinson stands for in terms of our mission, vision and values.

We evaluate leadership

At C.H. Robinson, we hire highly engaged people who are motivated to outperform and proactively solve problems.

As they join, our employees are given a clear understanding of C.H. Robinson’s vision, where they fit within it, and the growth opportunity it offers them.

We provide funding in the following focus areas: strategic industry grants that help the supply chain and logistics industry thrive; diversity, equity and inclusion grants that foster equal opportunities and promote inclusivity; Twin Cities grants that strengthen Minneapolis-Saint Paul; employee-driven philanthropy through Robinson Cares, our signature giving and volunteer program.

In 2023, we announced that we met and exceeded our goal two years early and have reduced our emissions intensity by 47 percent.

| David P. Bozeman | | | | | | 55 | | | | | | President and Chief Executive Officer | | |

| Michael Castagnetto | | | | | | 47 | | | | | | President of NAST | | |

David P.

Bozeman was named the President and Chief Executive Officer in June 2023.

Prior to joining C.H. Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022.

Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022.

Dave previously held leadership positions of increasing responsibility at Caterpillar Inc. and Harley-Davidson, Inc. Dave holds a Master of Science degree in Engineering Management from the Milwaukee School of Engineering and a Bachelor of Science degree in Manufacturing Design from Bradley University.

Michael Castagnetto was named President of NAST in February 2024.

Prior executive and management positions with the company include NAST Vice President of Customer Success from January 2023 to January 2024, Robinson Fresh President,

from January 2020 to December 2022 and other management roles of increasing responsibility since 2013.

Prior to these roles, Michael held various customer facing roles within the company.

He began his career with C.H. Robinson through the company’s acquisition of FoodSource, Inc., in 2005.

He is a board member of the Pinky Swear Foundation.

He holds a Bachelor of Arts from Saint Mary’s College of California.

She additionally serves as the Chair of the Board of the C.H. Robinson Foundation.

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

Our employees price

Sourcing accounted for

facets of the transaction.

In 2022, we executed approximately 20 million shipments for approximately 100,000 customers with approximately 96,000 contracted carriers.

C.H. Robinson® Labs™ (“Robinson Labs”) is part of this commitment.

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

The Robinson Labs team collaborates with customers to solve their logistics challenges with technology built by and for supply chain experts.

The Navisphere Driver™ mobile application provides contracted motor carriers’ drivers with load status automation capabilities.

Drivers can elect to allow the application to automate location services and updates while in transit.

Drivers can also capture and upload bill of lading documentation to initiate payment processes.

The track and trace capabilities give our systems and customers frequent load status information.

Our largest truck transportation provider was less than two percent of our total cost of transportation in 2022.

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 | | |

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

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.

The foundation of our talent strategy starts with building and developing great leaders.

We focus on supporting basic needs for families including preventing hunger and providing housing, education, and workforce development as well as support for organizations working to remove barriers and diversify the talent pipeline within our industry.

In 2022, we announced we were 90 percent of the way to our goal.

To achieve this goal, we have focused on energy efficiencies within our operations and purchasing renewable energy credits.

| Scott P. Anderson | | | | | | 56 | | | | | | Interim Chief Executive Officer | | |

| Mac Pinkerton | | | | | | 49 | | | | | | President of NAST | | |

Scott P.

Anderson has been a Director of the company since 2012, including as Chairman of our Board of Directors from 2020 to 2022, and was appointed Interim Chief Executive Officer effective January 1, 2023.

Scott was a Senior Advisor to Patterson Companies, Inc. (Nasdaq: PDCO), a medical supply company, from June 2017 to June 2019.

He served as President and Chief Executive Officer of Patterson Companies from 2010 to 2017.

In April 2013, he was elected to the additional responsibility of Chairman of the Board.

Prior to 2006, when he became President of Patterson Dental Supply, Inc., Scott held senior management positions in the dental unit, including Vice President, Sales, and Vice President, Marketing.

Scott became a director of Patterson in 2010.

He is a past chairman of the Dental Trade Alliance and has served on the board of directors of the Ordway Theater.

Scott is a trustee of Gustavus Adolphus College, where he serves as Chairman of the Board.

Mac Pinkerton was named President of NAST in January 2019.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] was [removed: $12,646,143,071] [added: $10,946,231,526] (based upon the closing price of [removed: $101.37] [added: $94.35] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 15, 2023,] [added: 14, 2024,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 116,510,428.][added: 116,890,760.]

Portions of the Registrant’s Proxy Statement relating to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#id4ef784a46e44804ab36fff2bf2bd15d_13)] [added: [Business](#i4f591f9e87fd4c14b4b4ccd51991bba1_13)] | | | [removed: [3](#id4ef784a46e44804ab36fff2bf2bd15d_13)] [added: [3](#i4f591f9e87fd4c14b4b4ccd51991bba1_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#id4ef784a46e44804ab36fff2bf2bd15d_19)] [added: Factors](#i4f591f9e87fd4c14b4b4ccd51991bba1_19)] | | | [removed: [15](#id4ef784a46e44804ab36fff2bf2bd15d_19)] [added: [16](#i4f591f9e87fd4c14b4b4ccd51991bba1_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#id4ef784a46e44804ab36fff2bf2bd15d_22)] [added: Comments](#i4f591f9e87fd4c14b4b4ccd51991bba1_22)] | | | [removed: [21](#id4ef784a46e44804ab36fff2bf2bd15d_22)] [added: [22](#i4f591f9e87fd4c14b4b4ccd51991bba1_22)] | | |

| Item 2. | | | [removed: [Properties](#id4ef784a46e44804ab36fff2bf2bd15d_25)] [added: [Properties](#i4f591f9e87fd4c14b4b4ccd51991bba1_25)] | | | [removed: [21](#id4ef784a46e44804ab36fff2bf2bd15d_25)] [added: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#id4ef784a46e44804ab36fff2bf2bd15d_28)] [added: Proceedings](#i4f591f9e87fd4c14b4b4ccd51991bba1_28)] | | | [removed: [21](#id4ef784a46e44804ab36fff2bf2bd15d_28)] [added: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#id4ef784a46e44804ab36fff2bf2bd15d_31)] [added: Disclosures](#i4f591f9e87fd4c14b4b4ccd51991bba1_31)] | | | [removed: [21](#id4ef784a46e44804ab36fff2bf2bd15d_31)] [added: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#id4ef784a46e44804ab36fff2bf2bd15d_37)] [added: Securities](#i4f591f9e87fd4c14b4b4ccd51991bba1_37)] | | | [removed: [22](#id4ef784a46e44804ab36fff2bf2bd15d_37)] [added: [25](#i4f591f9e87fd4c14b4b4ccd51991bba1_37)] | | |

| Item 6. | | | [removed: [Reserved](#id4ef784a46e44804ab36fff2bf2bd15d_40)] [added: [Reserved](#i4f591f9e87fd4c14b4b4ccd51991bba1_40)] | | | [removed: [23](#id4ef784a46e44804ab36fff2bf2bd15d_40)] [added: [26](#i4f591f9e87fd4c14b4b4ccd51991bba1_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id4ef784a46e44804ab36fff2bf2bd15d_43)] [added: Operations](#i4f591f9e87fd4c14b4b4ccd51991bba1_43)] | | | [removed: [24](#id4ef784a46e44804ab36fff2bf2bd15d_43)] [added: [27](#i4f591f9e87fd4c14b4b4ccd51991bba1_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#id4ef784a46e44804ab36fff2bf2bd15d_70)] [added: Risk](#i4f591f9e87fd4c14b4b4ccd51991bba1_70)] | | | [removed: [36](#id4ef784a46e44804ab36fff2bf2bd15d_70)] [added: [39](#i4f591f9e87fd4c14b4b4ccd51991bba1_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#id4ef784a46e44804ab36fff2bf2bd15d_73)] [added: Data](#i4f591f9e87fd4c14b4b4ccd51991bba1_73)] | | | [removed: [37](#id4ef784a46e44804ab36fff2bf2bd15d_73)] [added: [40](#i4f591f9e87fd4c14b4b4ccd51991bba1_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id4ef784a46e44804ab36fff2bf2bd15d_133)] [added: Disclosure](#i4f591f9e87fd4c14b4b4ccd51991bba1_136)] | | | [removed: [65](#id4ef784a46e44804ab36fff2bf2bd15d_133)] [added: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_136)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#id4ef784a46e44804ab36fff2bf2bd15d_136)] [added: Procedures](#i4f591f9e87fd4c14b4b4ccd51991bba1_139)] | | | [removed: [65](#id4ef784a46e44804ab36fff2bf2bd15d_136)] [added: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_139)] | | |

| Item 9B. | | | [Other [removed: Information](#id4ef784a46e44804ab36fff2bf2bd15d_139)] [added: Information](#i4f591f9e87fd4c14b4b4ccd51991bba1_142)] | | | [removed: [65](#id4ef784a46e44804ab36fff2bf2bd15d_139)] [added: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_142)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id4ef784a46e44804ab36fff2bf2bd15d_142)] [added: Inspections](#i4f591f9e87fd4c14b4b4ccd51991bba1_145)] | | | [removed: [65](#id4ef784a46e44804ab36fff2bf2bd15d_142)] [added: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_145)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#id4ef784a46e44804ab36fff2bf2bd15d_148)] [added: Governance](#i4f591f9e87fd4c14b4b4ccd51991bba1_151)] | | | [removed: [66](#id4ef784a46e44804ab36fff2bf2bd15d_148)] [added: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_151)] | | |

| Item 11. | | | [Executive [removed: Compensation](#id4ef784a46e44804ab36fff2bf2bd15d_151)] [added: Compensation](#i4f591f9e87fd4c14b4b4ccd51991bba1_154)] | | | [removed: [66](#id4ef784a46e44804ab36fff2bf2bd15d_151)] [added: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_154)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id4ef784a46e44804ab36fff2bf2bd15d_154)] [added: Matters](#i4f591f9e87fd4c14b4b4ccd51991bba1_157)] | | | [removed: [66](#id4ef784a46e44804ab36fff2bf2bd15d_154)] [added: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_157)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id4ef784a46e44804ab36fff2bf2bd15d_157)] [added: Independence](#i4f591f9e87fd4c14b4b4ccd51991bba1_160)] | | | [removed: [66](#id4ef784a46e44804ab36fff2bf2bd15d_157)] [added: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_160)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)[ant](#i4f591f9e87fd4c14b4b4ccd51991bba1_163) [Fees] and [removed: Services](#id4ef784a46e44804ab36fff2bf2bd15d_160)] [added: Services](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)] | | | [removed: [66](#id4ef784a46e44804ab36fff2bf2bd15d_160)] [added: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)] | | |

| Item 15. | | | [removed: [Exhibits](#id4ef784a46e44804ab36fff2bf2bd15d_166) [and](#id4ef784a46e44804ab36fff2bf2bd15d_166)] [added: [Exhibits](#i4f591f9e87fd4c14b4b4ccd51991bba1_169) [and](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] [Financial Statement [removed: Schedules](#id4ef784a46e44804ab36fff2bf2bd15d_166)] [added: Schedules](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] | | | [removed: [67](#id4ef784a46e44804ab36fff2bf2bd15d_166)] [added: [71](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#id4ef784a46e44804ab36fff2bf2bd15d_169)] [added: Summary](#i4f591f9e87fd4c14b4b4ccd51991bba1_172)] | | | [removed: [70](#id4ef784a46e44804ab36fff2bf2bd15d_169)] [added: [74](#i4f591f9e87fd4c14b4b4ccd51991bba1_172)] | | |

| Item 1C | | | [Cybersecurity](#i4f591f9e87fd4c14b4b4ccd51991bba1_1572) | | | [22](#i4f591f9e87fd4c14b4b4ccd51991bba1_1572) | | |

| | | | [Signatures](#i4f591f9e87fd4c14b4b4ccd51991bba1_175) | | | [75](#i4f591f9e87fd4c14b4b4ccd51991bba1_175) | | |

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

*Cybersecurity Risk Management and Strategy*

Our global reach and the ever-evolving threat landscape makes data security and privacy a critical priority for us.

Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, cybersecurity risk management processes, and business continuity.

This team partners with leaders from all of our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and to ultimately mitigate cybersecurity risk at C.H. Robinson.

Our global cybersecurity team has experience and expertise supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure and potential cybersecurity threats.

Our Director of Cybersecurity and Technology Risk Management has over a decade of experience leading cyber security oversight, and others on our global cybersecurity team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional, CompTIA, Offensive Security Certified Professional, Certificate of Cloud Security Knowledge, Global Information Assurance Certification (“GIAC”), Certified Incident Handler certifications.

We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed.

All employees are required to complete cybersecurity trainings at least once a year and have access to more frequent cybersecurity trainings.

We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings.

Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis.

The Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks.

The ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses significant knowledge and expertise in the area of cybersecurity risks.

Our global cybersecurity team ensures the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program.

Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations.

We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes.

Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary.

Although it is difficult to determine the potential impacts from a cybersecurity incident, we may experience negative impacts such as reputational harm, inability to retain existing customers or attract new customers, exposure to legal claims and government action, among others.

Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business.

Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks.

The impact of a cybersecurity incident may have a material adverse impact on our financial condition, results of operations, availability of our systems, and growth prospects, which makes cybersecurity risk management of critical importance to our organization.

Although we have internally developed the majority of our line of business applications, we also rely on technology provided by third parties.

We have processes in place to oversee and identify risks from cybersecurity threats associated with the use of third-party technology including third-party risk management, process and partner intake risk assessments, and dedicated procurement functions.

These processes help mitigate the risks associated with utilizing external technology platforms and help prevent disruptions to our business operations.

We also involve external cybersecurity experts to assess our cybersecurity program, risk management, and relevant internal controls.

In addition to our cybersecurity programs and policies, the Company also purchases a cybersecurity risk insurance policy to limit its exposure to cybersecurity incidents.

We have processes and programs in place to meet our global compliance obligations and work with our employees and teams across the globe to ensure security and data protection principles are integrated into the way we do business every day.

We utilize a set of controls that integrate guidance from the EU’s General Data Protection Regulations and align with the U.S. National Institute of Standards and Technology’s (“NIST”) framework.

We undergo a regular independent assessment of our operational and strategic maturity across NIST controls and summary performance is shared with senior leadership including our board of directors.

In addition, we submit to independent assessments by external parties, including System and Organizational Controls (“SOC”) 2 Type 2 audits, covering customer-facing and line-of-business applications to ensure all safeguards function as they should.

These functions are also supported by internal compliance teams who perform additional layers of testing prior to SOC 2 Type 2 procedures.

Our Technology Continuity program follows industry standards for disaster recovery practices, including close alignment with ISO 27031:2011 and the Disaster Recovery Institute International’s Professional Practices.

Our program includes multiple components that act as an additional line of defense—among them are regular functional recovery and tabletop exercises; cybersecurity exercises; protected backups for critical data; recovery time objectives; and recovery point objectives including achievability metrics, application criticality tiering, program audit and maintenance, awareness and training, business impact analysis, and risk evaluation and controls.

*Cybersecurity Governance*

The Board of Directors is tasked with oversight of the Company’s cybersecurity, information governance, and privacy programs.

The Audit Committee oversees our ERM program and receives semi-annual ERM updates, which include cyber-related risk items.

In addition, our Audit Committee receives quarterly reports on cybersecurity from our Chief Technology Officer and our Director of Cybersecurity and Technology Risk Management.

Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team has experience and expertise supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure and potential cybersecurity threats.

We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related reporting requirements.

The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee.

We lease approximately 250 office locations in [removed: 38] [added: 37] countries across North America, Europe, Asia, South America, [added: Oceania,] and [removed: Oceania.][added: the Middle East.]

In addition, we lease warehouse space totaling approximately [removed: 4.7] [added: 4.4] million square feet in [removed: 26] [added: 23] locations primarily within the U.S. and a data center in Oronoco, Minnesota, of approximately 32,000 square feet.

Most of our offices and warehouses are leased from third parties under leases with initial terms ranging from one to [removed: fifteen] [added: 15] years.

We lease a 201,000 square foot facility in Kansas City, Missouri with an expiration date of April 2032, and a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033.

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.

On February [removed: 15, 2023,] [added: 14, 2024,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $105.18] [added: $73.84] per share.

On February [removed: 10, 2023,] [added: 15, 2024,] there were [removed: 129] [added: 128] holders of record.

On February [removed: 9, 2023,] [added: 12, 2024,] there were [removed: 183,730] [added: 139,704] beneficial owners of our common stock.

Any determination as to the payment of dividends will depend upon our results of operations, capital [removed: requirements and] [added: requirements,] financial condition, and such other factors as the Board of Directors may deem relevant.

Accordingly, there can be no assurance [removed: that] the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2022:][added: 2023:]

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

(1)The total number of shares purchased includes: (i) [removed: 4,344,912] [added: no] shares of common stock [added: were] purchased under the authorization described below; and (ii) [removed: 19,165] [added: 18,410] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 7,409,198] [added: 6,763,445] shares remaining for future repurchases.

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: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| October 2023 | | | 4,431 | | | | | | $ | 85.53 | | | | | — | | | | | | 6,763,445 | | |

| November 2023 | | | 10,723 | | | | | | 82.07 | | | | | | — | | | | | | 6,763,445 | | |

| December 2023 | | | 3,256 | | | | | | 86.02 | | | | | | — | | | | | | 6,763,445 | | |

| Fourth quarter 2023 | | | 18,410 | | | | | | $ | 83.60 | | | | | — | | | | | | 6,763,445 | | |

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 95.29 | | | | | $ | 117.22 | | | | | $ | 137.35 | | | | | $ | 119.37 | | | | | $ | 115.66 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 123.21 | | | | | | 130.96 | | | | | | 148.36 | | | | | | 120.19 | | | | | | 161.24 | | |

| 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 | | |

REPORT OF [removed: INDEPENDENT] [added: INDEPENDENT] REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 17, 2023,] [added: 16, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

At December 31, [removed: 2022,] [added: 2023,] the Company recorded revenue of [removed: $257.6] [added: $189.9] million for services it provided while a shipment was still in-transit but for which [removed: it] [added: the Company] had not yet completed its performance obligation or had not yet invoiced the customer.

[removed: - We] [added: a.We] tested the effectiveness of controls over revenue recognized over time, including management’s controls over the identification of shipments in-transit, the portion of the transit period completed, and the estimate of contracts completed but not yet invoiced.

[removed: - We] [added: b.We] evaluated management’s ability to identify the shipments 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: i.Performing] a retrospective review of management’s estimate for prior reporting periods.

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

[removed: - Testing] [added: iv.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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 17, 2023,] [added: 16, 2024,] expressed an unqualified opinion on those financial statements.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| [removed: Cash] [added: Cash] and cash [removed: equivalents |] [added: equivalents, beginning of year] | | [removed: $] | 217,482 | | | | | [removed: $] | 257,413 | | [added: | | | | 243,796 | | |]

| Receivables, net of allowance for credit loss of [removed: $28,749] [added: $14,229] and [removed: $41,542] [added: $28,749] | | | [removed: 2,991,753] [added: 2,381,963] | | | | | | [removed: 3,963,487] [added: 2,991,753] | | |

| Contract assets, net of allowance for credit loss | | | [removed: 257,597] [added: 189,900] | | | | | | [removed: 453,660] [added: 257,597] | | |

| Prepaid expenses and other | | | [removed: 122,406] [added: 163,307] | | | | | | [removed: 129,593] [added: 122,406] | | |

| Total current assets | | | [removed: 3,589,238] [added: 2,880,694] | | | | | | [removed: 4,804,153] [added: 3,589,238] | | |

| Property and equipment | | | [removed: 449,828] [added: 437,458] | | | | | | [removed: 442,112] [added: 449,828] | | |

| Accumulated depreciation and amortization | | | [removed: (290,396)] [added: (292,740)] | | | | | | [removed: (302,281)] [added: (290,396)] | | |

| Net property and equipment | | | [removed: 159,432] [added: 144,718] | | | | | | [removed: 139,831] [added: 159,432] | | |

| Goodwill | | | [removed: 1,470,813] [added: 1,473,600] | | | | | | [removed: 1,484,754] [added: 1,470,813] | | |

| Other intangible assets, net of accumulated amortization of [removed: $106,932] [added: $58,437] and [removed: $88,302] [added: $106,932] | | | [removed: 64,026] [added: 43,662] | | | | | | [removed: 89,606] [added: 64,026] | | |

| Right-of-use lease assets | | | [removed: 372,141] [added: 353,890] | | | | | | [removed: 292,559] [added: 372,141] | | |

| Deferred tax assets | | | [removed: 181,602] [added: 214,619] | | | | | | [removed: 124,900] [added: 181,602] | | |

| Other assets | | | [removed: 117,312] [added: 114,097] | | | | | | [removed: 92,309] [added: 117,312] | | |

| Total assets | | | $ | [removed: 5,954,564] [added: 5,225,280] | | | | | $ | [removed: 7,028,112] [added: 5,954,564] | |

| Accounts payable | | | $ | [removed: 1,466,998] [added: 1,303,951] | | | | | $ | [removed: 1,813,473] [added: 1,466,998] | |

| Outstanding checks | | | [removed: 103,561] [added: 66,383] | | | | | | [removed: 105,828] [added: 103,561] | | |

| Compensation | | | [removed: 242,605] [added: 135,104] | | | | | | [removed: 201,421] [added: 242,605] | | |

| Transportation expense | | | [removed: 199,092] [added: 147,921] | | | | | | [removed: 342,778] [added: 199,092] | | |

| Income taxes | | | [removed: 15,210] [added: 4,748] | | | | | | [removed: 100,265] [added: 15,210] | | |

| Other accrued liabilities | | | [removed: 168,009] [added: 159,435] | | | | | | [removed: 171,266] [added: 168,009] | | |

| Current lease liabilities | | | [removed: 73,722] [added: 74,451] | | | | | | [removed: 66,311] [added: 73,722] | | |

| Current portion of debt | | | [removed: 1,053,655] [added: 160,000] | | | | | | [removed: 525,000] [added: 1,053,655] | | |

| Total current liabilities | | | [removed: 3,322,852] [added: 2,051,993] | | | | | | [removed: 3,326,342] [added: 3,322,852] | | |

| Long-term debt | | | [removed: 920,049] [added: 1,420,487] | | | | | | [removed: 1,393,649] [added: 920,049] | | |

| Noncurrent lease liabilities | | | [removed: 313,742] [added: 297,563] | | | | | | [removed: 241,369] [added: 313,742] | | |

February 16, 2024

February 16, 2024

| Cash and cash equivalents | | | $ | 145,524 | | | | | $ | 217,482 | |

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

| Net income | | | | | | | | | | | | | | | | | | | | | 325,129 | | | | | | | | | | | | | | | | | | 325,129 | | |

| Stock issued for employee benefit plans | | | 1,091 | | | | | | 110 | | | | | | (47,364) | | | | | | | | | | | | | | | | | | 78,874 | | | | | | 31,620 | | |

| Repurchase of common stock | | | (646) | | | | | | (65) | | | | | | | | | | | | | | | | | | | | | | | | (62,713) | | | | | | (62,778) | | |

| Balance, December 31, 2023 | | | 116,768 | | | | | | $ | 11,677 | | | | | $ | 754,093 | | | | | $ | 5,620,790 | | | | | $ | (80,946) | | | | | $ | (4,886,917) | | | | | $ | 1,418,697 | |

| Loss on disposal group held for sale | | | 17,698 | | | | | | — | | | | | | — | | |

| Right of use asset | | | 19,255 | | | | | | (82,754) | | | | | | 25,498 | | |

| Lease liability | | | (16,500) | | | | | | 83,084 | | | | | | (25,221) | | |

(1) The years ended December 31, 2022 and 2021 have been adjusted to conform to current year presentation.

Additionally, in our sourcing

This approach is then supplemented by the professional judgment of management primarily in consideration of recent developments, write-off experience, and risk concentrations, for purposes of determining the expected credit loss allowance.

FOREIGN CURRENCY. Monetary assets and liabilities denominated in foreign currency are remeasured to the functional currency of our foreign subsidiaries, which is generally their local currency, at the current exchange rate as of the end of each period.

Foreign exchange gains and losses on these balances are recognized in interest and other income/expense, net in our consolidated statement of operations and comprehensive income.

In cases where our foreign subsidiaries operate in a highly inflationary economy, their functional currency is considered to be our U.S. Dollar reporting currency.

| 2023 | | | | | | $ | 39,569 | |

| | | | | | | | | | 2023 | | | | | | 2022 | | |

| 2023 | | | | | | $ | 38,803 | |

| | | | 2023 | | | | | | 2022 | | |

| Foreign currency translation | | | 737 | | | | | | 1,410 | | | | | | 640 | | | | | | 2,787 | | |

| December 31, 2023 balance | | | $ | 1,188,813 | | | | | $ | 207,599 | | | | | $ | 77,188 | | | | | $ | 1,473,600 | |

As part of our 2023 annual impairment testing performed, we elected to bypass the Step Zero Analysis and perform a Step One Analysis on all of our reporting units.

There were not factors present for any reporting units, other than Europe Surface Transportation, indicating it was more likely than not the fair value of our reporting unit was less than its respective carrying value.

Consistent with our 2022 annual impairment test, certain qualitative factors were present and the performance of our Europe Surface Transportation unit indicated the fair value may not exceed its carrying value requiring a Step One Analysis.

The results of our Step One Analysis indicated the fair value of our NAST, Global Forwarding, Robinson Fresh, and Managed Services reporting units significantly exceeded their respective carrying values and the risk of goodwill impairment was remote.

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| 2023 | | | $ | 20,613 | |

| 2024 | | | $ | 8,008 | | | | | $ | 3,594 | | | | | $ | 1,111 | | | | | $ | 12,713 | |

| 2025 | | | 7,857 | | | | | | 2,351 | | | | | | 1,111 | | | | | | 11,319 | | |

| 2026 | | | 7,857 | | | | | | 383 | | | | | | 760 | | | | | | 9,000 | | |

| 2027 | | | 1,310 | | | | | | — | | | | | | 509 | | | | | | 1,819 | | |

| 2028 | | | — | | | | | | — | | | | | | 211 | | | | | | 211 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 35,062 | |

There was also a commitment fee on the aggregate unused commitments under the facility.

The facility expired on May 5, 2023, and it was not renewed.

Senior Notes Series A matured in August 2023.

Under the terms of the Note

The total available remains $500 million, and we have the option to utilize an accordion feature, if needed, of an additional $250 million pursuant to the provisions of the Receivables Purchase Agreement, as amended by the Receivables Purchase Agreement Amendment.

February 17, 2023

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

| Balance December 31, 2019 | | | 134,895 | | | | | | $ | 13,490 | | | | | $ | 546,646 | | | | | $ | 4,144,834 | | | | | $ | (76,149) | | | | | $ | (2,958,091) | | | | | $ | 1,670,730 | |

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

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

| Issuance of restricted stock | | | 192 | | | | | | 19 | | | | | | (19) | | | | | | | | | | | | | | | | | | | | | | | | — | | |

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

| Cash and cash equivalents, beginning of year | | | 257,413 | | | | | | 243,796 | | | | | | 447,858 | | |

Customs

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

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

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

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

These held-for-sale assets of $35.0 million were sold in 2022 and were included within Prepaid expenses and other current assets in our Consolidated Balance Sheets as of December 31, 2021.

The fair value of the assets that were held for sale was $64.0 million.

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

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

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

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

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

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.

Our Step Zero Analysis did not indicate that the more likely than not criteria was met for any other reporting units and therefore a Step One Analysis was not completed for those reporting units.

| Total finite-lived intangibles | | | 162,358 | | | | | | (106,932) | | | | | | 55,426 | | | | | | 169,308 | | | | | | (88,302) | | | | | | 81,006 | | |

| | | | | | |

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

| 2020 | | | 36,225 | | |

| 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 | |

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 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.

The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.

will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.

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

Our management, including our [removed: 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: 2022.][added: 2023.]

Based upon that assessment, our [removed: 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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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 [removed: 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.

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

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None

The information contained under the headings or subheadings “Compensation of [removed: Directors,”] [added: Directors”] and “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, [removed: 2022:][added: 2023:]

| Plan Category | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and [removed: Rights(1)] [added: Rights] | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (2) | | |

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 5,358,796] [added: 233,600] | | | [added: (3)] | | | [removed: $] [added: —] | [removed: 77.93] | | | | | [removed: 6,492,529] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: —] [added: 8,699,390] | | | [added: (1)] | | | [removed: —] [added: $] | [added: 78.83] | | | | | [removed: —] [added: 5,472,776] | | |

[removed: (2)Includes 2,114,989] [added: (2) Includes 1,874,571] shares available for issuance under our Employee Stock Purchase Plan and [removed: 4,377,540] [added: 3,598,205] 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.

| Total | | | | | | 8,932,990 | | | | | | $ | 78.83 | | | | | 5,472,776 | | |

(1) Represents 4,790,897 shares issuable upon exercise of outstanding stock options, 3,252,966 outstanding restricted shares and stock units, and 655,527 performance stock units that will vest if target levels are achieved.

(3) Upon the appointment of our President and CEO, we issued 142,584 time-based restricted units and 91,016 performance stock units at target.

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

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

The information contained under the heading “Related Party Transactions” [added: and “Director Independence”] in the Proxy Statement is incorporated in this Form 10-K by reference.

The information contained under the heading “Proposal [removed: 4:] [added: 3:] Ratification of the Selection of Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.

(1)The Company’s [removed: 2022] [added: 2023] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

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

| 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, [removed: 2022)](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001043277/000104327722000027/chrw-20220511.htm)] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm)] | | | | | |

| 10.7 | | | | | | [removed: [Cooperation] [added: [Letter] Agreement, dated [removed: January 6,] [added: December 29,] 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst [removed: Institutional, LP, Pacific Point Wealth Advisors, LLC] [added: Institutional LP] and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 in the [removed: Company's] [added: Company’s] Current Report on Form 8-K [removed: filed] on [removed: January 6, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523003544/d430079dex101.htm)] [added: December 29, 2023](http://www.sec.gov/Archives/edgar/data/1043277/000119312523305971/d346619dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523305971/d346619dex101.htm)] | | | | | |

| 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 [removed: 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] [added: Form 10-Q filed] on July 29, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000038/exhibit103q22022.htm) | | | | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Receivables Sale Agreement, dated November 19, 2021, by and among C.H. Robinson, Company Inc., and the other originators from time to time party thereto, C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on November 23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm) | | | | | |

| [removed: 10.12] [added: 10.13] | | | | | | [First Amendment to the Receivables Sale Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the originators party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on July 12, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno1torsa.htm) | | | | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Performance Guaranty, dated November 19, 2021, made by C.H. Robinson Worldwide, [removed: 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] [added: Inc., 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) | | | | | |

| [removed: †10.14] [added: †10.15] | | | | | | [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) | | | | | |

| [removed: †10.15] [added: †10.17] | | | | | | [removed: [2012 Form] [added: [Form] of Incentive Stock Option Agreement (incorporated by reference to Exhibit [removed: 10.13] [added: 10.20] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512088389/d270024dex1013.htm)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] | | | | | |

| [removed: †10.16] [added: †10.32] | | | | | | [Form of [removed: Incentive] [added: 2023 Performance] Stock [removed: Option] [added: Unit Award] Agreement (incorporated by reference to Exhibit [removed: 10.20 to] [added: 10.4 in] the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] [added: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023performancestockunita.htm)] | | | | | |

| [removed: †10.17] [added: †10.33] | | | | | | [Form of [removed: Performance Share] [added: 2023 Restricted Stock Unit] Award [removed: for Officers] [added: Agreement] (incorporated by reference to Exhibit [removed: 10.21 to] [added: 10.5 in] the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102112312014.htm)] [added: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023restrictedstockunitaw.htm)] | | | | | |

| *21 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit212022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2023exhibit21.htm)] | | | | | |

| *23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit2312022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit2312023.htm)] | | | | | |

| *24 | | | | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/exhibit2412312022.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2023exhibit24.htm)] | | | | | |

| *31.1 | | | | | | [Certification of [removed: 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)] [added: the](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3112023.htm)] [Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3112022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3112023.htm)] | | | | | |

| *31.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3122022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3122023.htm)] | | | | | |

| *32.1 | | | | | | [Certification of [removed: 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)] [added: the](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3212023.htm)] [Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3212022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3212023.htm)] | | | | | |

| *32.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000005/chrw10k-ex3222022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/chrw10k-ex3222023.htm)] | | | | | |

| *101 | | | | | | The following financial statements from our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 17, 2023,] [added: 16, 2024,] formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] (ii) Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] (iv) Consolidated Statements of Stockholders’ Investment for the years ended [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text. | | | | | |

| 10.11 | | | | | | [Third Amendment to the Receivables Purchase Agreement, dated November](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) [7](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)[, 2023, 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 agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on November](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) [7](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)[, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) | | | | | |

| †10.34 | | | | | | [Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023non-employeedirectorr.htm) | | | | | |

| †10.35 | | | | | | [Employment offer letter agreement with David Bozeman](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm) [d](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[ated June 4, 2023, including forms of equity award agreements (incorporated by reference to Exhibit 10](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[1 to the Company’s Form 8-K filed on June 6, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm) | | | | | |

| †10.36* | | | | | | [Form of Performance Stock Unit Award Agreement - Senior Leadership Team and Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024psusltceous.htm) | | | | | |

| †10.37* | | | | | | [Form of](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [2024 Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [-](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [U](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[.](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[S](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[.](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[Senior Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) | | | | | |

| †10.38* | | | | | | [Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm) | | | | | |

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| *97 | | | | | | [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit97.htm) | | | | | |

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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: 17, 2023.][added: 16, 2024.]

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: 17, 2023.][added: 16, 2024.]

| /s/ [removed: SCOTT] [added: DAVID] P. [removed: ANDERSON] [added: BOZEMAN] | | | | | | [removed: Interim] Chief Executive Officer (Principal Executive Officer) | | |

| David P. Bozeman | | | | | | | | |

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