CHRW 10-K Annual Report Dec. 31, 2022 | Alphaminr
C. H. ROBINSON WORLDWIDE, INC.
ALPHAMINR

CHRW 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
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. ReservedItem 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: Revenue From Contracts with CustomersNote 11: LeasesNote 12. Allowance For Credit LossesNote 13: Changes in Accumulated Other Comprehensive LossNote 14: Recently Issued Accounting PronouncementsNote 15: RestructuringItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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, and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Certificate of Incorporation of the Company (as amended on May 19, 2012, and incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed May 15, 2012) 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed onNovember 23, 2022) 4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 19, 2020) 4.2 Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 in the Companys Current Report on Form 8-K filed on April 11, 2018) 4.3 First Supplemental Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee, relating to the 4.200% Notes due 2028 (incorporated by reference to Exhibit 4.2 in the Companys Current Report on Form 8-K filed on April 11, 2018) 4.4 Form of Global Note representing the 4.200% Notes due 2028 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 in the Companys Current Report on Form 8-K filed on April 11, 2018) 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) 10.2 Amended and restated C.H. Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019) 10.3 C.H. Robinson Worldwide Inc., 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 22, 2022) 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 Companys Current Form on Form 8-K filed on May 11, 2022) 10.5 Fourth Omnibus Amendment dated November 21, 2022 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to 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, as previously amended (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on November 23, 2022) 10.6 Third Amendment to Note Purchase Agreement dated as of November 21, 2022 by and among C.H. Robinson Worldwide, Inc., the noteholders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on November 23, 2022) 10.7 Cooperation Agreement, dated January 6, 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific Point Wealth Advisors, LLC and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 6, 2023) 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 Form10-Qfiled on July 29, 2022) 10.9 Receivables Purchase Agreement, dated November 19, 2021, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021) 10.10 Second Amendment to the Receivables Purchase Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on July 12, 2022) 10.11 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) 10.12 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) 10.13 Performance Guaranty, dated November 19, 2021, made by C.H. Robinson Worldwide, 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) 10.14 C.H. Robinson Worldwide, Inc., 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015) 10.15 2012 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K for the year ended December 31, 2011) 10.16 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014) 10.17 Form of Performance Share Award for Officers (incorporated by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014) 10.18 Form of Performance Share Award for U.S. Managerial Employees (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014) 10.19 Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Companys Annual Report on Form 10-K for the year ended December 31, 2015) 10.20 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K for the year ended December 31, 2013) 10.21 Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019) 10.22 Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019) 10.23 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019) 10.24 Form of Restricted Stock Unit Award Agreement U.S. Senior Leaders (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) 10.25 Form of Performance Stock Unit Award (EPS) Agreement U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) 10.26 Form of Performance Stock Unit Award (AGP) Agreement U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) 10.27 Form of Restricted Stock Unit Award Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021) 10.28 Form of Performance Stock Unit Award (EPS) Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021) 10.29 Form of Performance Stock Unit Award (AGP) Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021) 10.30 Form of 2023 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 3, 2023) 10.31 Form of 2023 Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on January 3, 2023) *21 Subsidiaries of the Company *23.1 Consent of Deloitte & Touche LLP *24 Powers of Attorney *31.1 Certification of theInterimChief 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 theInterimChief 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