CHRW 10-K Annual Report Dec. 31, 2017 | Alphaminr
C. H. ROBINSON WORLDWIDE, INC.

CHRW 10-K Fiscal year ended Dec. 31, 2017

C. H. ROBINSON WORLDWIDE, INC.
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PROXIES
DEF 14A
Filed on March 26, 2024
DEF 14A
Filed on March 21, 2023
DEF 14A
Filed on March 22, 2022
DEF 14A
Filed on March 23, 2021
DEF 14A
Filed on March 24, 2020
DEF 14A
Filed on March 29, 2019
DEF 14A
Filed on March 29, 2018
DEF 14A
Filed on March 31, 2017
DEF 14A
Filed on April 1, 2016
DEF 14A
Filed on March 27, 2015
DEF 14A
Filed on March 28, 2014
DEF 14A
Filed on March 22, 2013
DEF 14A
Filed on March 30, 2012
DEF 14A
Filed on March 24, 2011
DEF 14A
Filed on March 26, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Summary Of Significant Accounting PoliciesNote 2: Goodwill and Other Intangible AssetsNote 3: Fair Value MeasurementNote 4: Financing ArrangementsNote 5: Income TaxesNote 6: Capital Stock and Stock Award PlansNote 7: Commitments and ContingenciesNote 8: AcquisitionsNote 9: Segment ReportingNote 10: Changes in Accumulated Other Comprehensive LossNote 11: Recently Issued Accounting PronouncementsNote 12: Supplementary Data (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger dated December 1, 2014 among C.H. Robinson Company Inc., Jayhawk Merger Subsidiary, Inc., Freightquote.com, Inc., and the Stockholders Representative named therein (Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K dated December 2, 2014) 2.2 Share Sale Agreement dated August 26, 2016 by and among C.H. Robinson (Australia) Pty Ltd, and each of the vendors set forth on Schedule 1 of the Agreement (Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on August 31, 2016) 3.1 Certificate of Incorporation of the Company (as amended on May 19, 2012 and incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed May 15, 2012) 10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (Incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006, file no. 000-23189) 10.2 Amended and restated C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 1, 2016 on file no. 000-23189) 10.3 Credit Agreement dated as of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto, and U.S. Bank National Association, as Administrative Agent for the Lenders, as Swing Line Lender and as LC Issuer (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed November 1, 2012) 10.4 Omnibus Amendment dated December 31, 2014 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement dated, as of October 29, 2012, by and among the C.H. Robinson Company, Inc., the lenders, and U.S. Bank National Association, as LC Issuer Swing Line Lender and Administrative Agent for the Lenders (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on January 6, 2015) 10.5 Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and J.P. Morgan Securities LLC, as agent for JP Morgan Chase Bank, National Association (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 26, 2013) 10.6 Letter Agreement dated as of August 24, 2013, by and between C.H. Robinson Worldwide, Inc. and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on August 26, 2013) 10.7 Note Purchase Agreement dated as of August 23, 2013, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on August 26, 2013) 10.8 First Amendment to Note Purchase Agreement dated February 20, 2015, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.8 to the Registrant Annual Report on Form 10-K for the year ended December 31, 2014) 10.9 Receivables Purchase Agreement, dated as of April 26, 2017, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, Gotham Funding Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 28, 2017) 10.10 Receivables Sale Agreement, dated as of April 26, 2017, by and among C.H. Robinson Company Inc., C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on April 28, 2017) 10.11 Performance Guaranty, dated as of April 26, 2017, made by C.H. Robinson Worldwide, Inc. for the benefit of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Wells Fargo Bank, National Association, Gotham Funding Corporation and other affected parties (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on April 28, 2017) 10.12 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, file no. 000-23189) 10.13 Robinson Companies Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on 10-K for the year ended December 31, 2012) 10.15 2012 Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011, file no. 000-23189) 10.16 2012 Form of Restricted Stock Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011) 10.17 2012 Form of Restricted Stock Award for Officers (Incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011) 10.18 2012 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2012) 10.19 Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.20 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2014) 10.20 Form of Performance Share Award for Officers (Incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2014) 10.21 Form of Performance Share Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2014) 10.22 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.23 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2014) 10.23 Form of Incentive Stock Option (Time-Based U.S.) Agreement (Incorporated by reference to Exhibit 10.24 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2015) 10.24 Form of Key Employee Agreement (Incorporated by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2013) 10.25 Form of Employee Confidentiality and Protection of Business Agreement (Incorporated by reference to Exhibit 10.23 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2013) *21 Subsidiaries of the Company *23.1 Consent of Deloitte & Touche LLP *24 Powers of Attorney *31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Actof2002 *31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Actof2002 *32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Actof2002 *32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Actof2002