UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____

Commission File Number: 000-23189
chrw-20211231_g1.jpg
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware41-1883630
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
14701 Charlson Road, Eden Prairie, Minnesota55347-5088
(Address of principal executive offices)(Zip Code)

14701 Charlson Road
Eden Prairie, Minnesota 55347
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 952-937-8500

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)  Name of each exchange on which registered
Common Stock, par value $.10$0.10 per share

CHRWThe NASDAQNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý☒    No  ¨☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨☐   No  ý☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý☒    No  ¨☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filerý☒Accelerated filer¨☐Non-accelerated filer¨☐Smaller reporting company¨
☐
Emerging growth company¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Table of Contents
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨☐    No  ý☒
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 20172021, was approximately $9,616,075,533$12,367,912,086 (based upon the closing price of $68.68$93.67 per common share on that date as quoted on The NASDAQNasdaq Global Select Market).
As of February 22, 2018,16, 2022, the number of shares outstanding of the registrant’s common stock, par value $.10$0.10 per share, was 139,748,794.128,798,559.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement relating to its 2022 Annual Meeting of Stockholders to be held May 10, 2018 (the “Proxy Statement”), are incorporated by reference in Part III.


T

able of Contents
C.H. ROBINSON WORLDWIDE, INC.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 20172021


TABLE OF CONTENTS
PART IPage
Item 1.
3
Item 1A.
16
Item 1B.
21
Item 2.
21
Item 3.
22
Item 4.
22
PART II
PART IPage
Item 1.5.
3
Item 1A.
Risk Factors
14
Item 1B.
Unresolved Staff Comments
18
Item 2.
Properties
19
Item 3.
Legal Proceedings
20
Item 4.
Mine Safety Disclosures
20
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
2123
Item 6.
2324
Item 7.
2425
Item 7A.
3536
Item 8.
3638
Item 9.
6467
Item 9A.
6467
Item 9B.
6468
Item 9C.
68
PART III
PART III
Item 10.
6568
Item 11.
6568
Item 12.
6568
Item 13.
6568
Item 14.
6668
PART IV
Item 15.
6669
Item 16.
6971
72




2
T

able of Contents
PART I
ITEM 1.BUSINESS
ITEM 1. BUSINESS
Overview
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest third partyglobal logistics companies in the world with consolidated total revenues of $14.9$23.1 billion in 2017.2021. We transform the way the world moves, improving the global supply chain through our people, processes, and technology. We are a service company. Wedriven to provide exceptional experience to our customers and suppliers by providing freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries. During 2017,In 2021, we handled approximately 19approximately 20 million shipments and worked with more than 120,000 customers. We operate through a network of offices inapproximately 100,000 customers. Operating throughout North America, Europe, Asia, Australia, New Zealand,Oceania, and South America. We have developedAmerica we offer a global transportationsuite of services using tailored, market-leading differentiated technology built by and distribution networks to provide transportation andfor our global network of supply chain services worldwide. experts working with our customers to drive better outcomes by leveraging our experience, data, technology, and scale. Our EDGE values are the core of our strategy and drive us to Evolve constantly, Deliver excellence, Grow together, and Embrace integrity.
As a result,global logistics platform, we have the capability of facilitating most aspects of the supply chain on behalf of our customers. We have three reportable segments: North American Surface Transportation (“NAST”), Global Forwarding, and Robinson Fresh, with our remaining operating segments reported as All Other and Corporate. For financial information concerning our reportable segments and geographic regions, refer to Note 9 of our consolidated financial statements.
As a third party logistics provider, we enter into contractual relationshipsconnect across continents by partnering with a wide variety of transportation companies and utilizeutilizing those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2021, our customers turned to us to find solutions to problems they had never experienced before in the supply chain industry. We utilized approximately 73,00085,000 contracted transportation companies around the world, including contracted motor carriers, railroads (primarily intermodal service providers), and airocean and oceanair carriers in 2017. Depending on the needs of our customer2021. Our employees, technology, and their supply chain requirements, we select and hire the appropriate transportation for each shipment. Our model enablesproduct portfolio enable us to beprovide a differentiated experience, remaining flexible and provideproviding solutions that optimize service for our customers. As an integral part of our transportation services, we also provide a wide range of value-added logistics services, such as freight consolidation, customs brokerage, supply chain consulting and analysis, emission analytics, optimization, and reporting.
In addition to transportation and logistics services, we also provide sourcing services under the trade name Robinson Fresh® (“Robinson Fresh”). Our sourcing services consist primarily of the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. It was our original business when we were founded in 1905. The foundation for much of our logistics expertise can be traced to ourthis original business, founded in 1905, which gives us significant experience in handling produce and temperature controlled commodities. We supply fresh produce through a network of independent produce growers and suppliers. Our customers include grocery retailers, restaurants, foodservice distributors, and produce wholesalers. In many cases, we also arrange the logistics and transportation of the products we sell and provide related supply chain services, such as replenishment, category management, and managed procurement services. We have developed proprietary brands of produce and have exclusive licensing agreements to distribute fresh and value-added produce under recognized consumer brand names. The produce for these brands is sourced through a preferred grower network and packed to order through contract packing agreements. We have instituted quality assurance and monitoring procedures with each of these preferred growers.
Our flexible business model has been the main driverSegment information. We have two reportable segments: North American Surface Transportation (“NAST”) and Global Forwarding with our remaining operating segments reported as All Other and Corporate. The All Other and Corporate segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. See additional disclosure in Note 9, Segment Reporting, to our historical resultsconsolidated financial statements.
NAST provides transportation and has positioned us for continued growth. One of our competitive advantages is our network of offices. Our employees are in close proximity to both customers and transportation providers, which gives them broad knowledge of their local markets and enables them to respond quickly to customers’ and transportation providers’ changing needs. Employees act aslogistics services across North America through a team in their sales efforts, customer service, and operations. A significant portion of most employees’ compensation is performance-oriented, based on profitability and their contributions to the success of the company. We believe this makes our employees more service-oriented and focused on driving growth and maximizing office productivity.
Our network of offices work together to meet our customers’ needsin the United States, Canada, and cross-sell our services. For large, multi-location customers, we often coordinate our efforts in global account centers or in one officeMexico. The primary services provided by NAST are truckload and rely on multiple offices to deliver specific geographic or modal needs. The majority of our global network operates on a single global technology platform called Navisphere® that is used to match customer needs with supplier capabilities, to collaborate with other offices, and to utilize centralized support resources to complete all facets of the transaction.
We have grown primarily through internal growth, by increasing market share through the addition of new customers and expanding relationships with our current customers, adding new services, expanding our market presence and operations globally, and hiring additional employees. We continually look to grow through selective acquisitions. In August 2017, we acquired Milgram & Company Ltd. (“Milgram”), a provider of freight forwarding, customs brokerage, and surface transportation primarily in Canada. The acquisition strengthens our freight forwarding and customs brokerage offerings in Canada. Milgram operates primarily in our Global Forwarding segment.

In September 2016, we completed the acquisition of APC Logistics (“APC”), a privately held company based in Australia, for the purpose of expanding our global presence and bringing additional capabilities and expertise to our portfolio. APC provides international freight forwarding and customs brokerage services in Australia and New Zealand. APC operates in our Global Forwarding segment.
On January 1, 2015, we acquired all of the outstanding stock of Freightquote.com, Inc. (“Freightquote”) for the purpose of enhancing our less than truckload (“LTL”) transportation brokerage services.
Global Forwarding provides transportation and truckload businesseslogistics services through an international network of offices in North America, Europe, Asia, Oceania, and expandingSouth America; and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world.
Managed Services is primarily comprised of our ecommerce capabilities. Freightquote operatesTMC division, which offers Managed TMS® (“Managed TMS”). Managed TMS combines the use of our global technology platform Navisphere® (“Navisphere”), logistics process expertise, and consulting services in relation to the use of motor carriers and other transportation providers chosen by our NAST segment.customers. Customers can access Navisphere, logistics experts, and supply chain engineers to manage their day-to-day operations and optimize supply chain performance.
Net
3
Table of Contents
Other Surface Transportation revenues are a Non-GAAP financial measure calculated as total revenues less the cost of purchasedprimarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provides transportation and relatedlogistics services including truckload and the cost of purchased products sourced for resale. We believe net revenues are a useful measure of our ability to source, add value, and sellgroupage services and products that are provided by third parties, and we consider net revenues to be our primary performance measurement. Accordingly, the discussion of our results of operations focuses on the changes in our net revenues. The reconciliation of total revenues to net revenues is presented below (in thousands):across Europe.
  For the years ended December 31,
  2017 2016 2015
Revenues:      
Transportation $13,502,906
 $11,704,745
 $11,989,780
Sourcing 1,366,474
 1,439,668
 1,486,304
Total revenues 14,869,380
 13,144,413
 13,476,084
Costs and expenses:      
Purchased transportation and related services 11,257,290
 9,549,934
 9,842,271
Purchased products sourced for resale 1,244,040
 1,316,951
 1,365,333
Total costs and expenses 12,501,330
 10,866,885
 11,207,604
Net revenues $2,368,050
 $2,277,528
 $2,268,480

Sales
Transportation and Logistics Services
C.H. Robinson provides freight transportation and related logistics and supply chain services. Our services range from commitments on a specific shipment to much more comprehensive and integrated relationships. We execute these service commitments by hiringinvesting in and training people,retaining talented employees, developing innovative proprietary systems and processes, and utilizing a network of contracted transportation providers, including, but not limited to, contractcontracted motor carriers, railroads, and airocean and oceanair carriers. We make a profit ondriven by the value we provide our customers and the resulting difference between what we charge to our customers for the totality of services provided to them and what we pay to the transportation providers to handle or transport the freight. While industry definitions vary, given our extensive contracting to create a flexible network of solutions, we are generally referred to in the industry as a third party logistics company.
We provide all of the following transportation and logistics services:
•Truckload: Through our contracts with motor carriers, we have access to dry vans, temperature controlled vans, flatbeds, and bulk capacity. We helpThrough the use of Navisphere, we connect our customers connect with contracted motor carriers who are interestedthat specialize in their transportation lanes and product types, and we help contracted motor carriers find shipments to make effective useoptimize the usage of their equipment.
Less than Truckload:•LTL: LTL transportation involves the shipment of single or multiple pallets of freight. We primarily focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and our operating system,use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of information on their freight. In many instances, we will consolidate partial shipments for several customers into full truckloads.
Intermodal: Our intermodal transportation service is the shipment of freight in trailers or containers by a combination of truck and rail. We have intermodal marketing agreements with container owners and all Class 1 railroads in North America, and we arrange local pickup and delivery (known as drayage) through local contracted motor carriers. In addition, we own approximately 1,500 intermodal containers and lease approximately 1,700 containers.

•Ocean: As a non-vessel ocean common carrierlicensed Non-Vessel Ocean Common Carrier (“NVOCC”) orand freight forwarder, we consolidate shipments, determine routing, select ocean carriers, contract for ocean shipments, and/or provide for local pickup and delivery of shipments.
•Air: As a certified indirect air carrier (“Indirect Air Carrier” or “IAC”Carrier (“IAC”) orand freight forwarder, we organize air shipments and provide door-to-door service.
•Customs: Our customs brokers are licensed and regulated by U.S. Customs and Border Protection and other authoritative governmental agencies to assist importers and exporters in meeting federalregulatory and operational requirements governing imports and exports.
•Other Logistics Services: We provide intermodal transportation service, which is the shipment of freight in containers or trailers by a combination of truck and rail. In addition, we provide fee-based managed services,Managed Services, warehousing services, small parcel, and other services.
Customers communicate their freight needs, typically on a shipment-by-shipmentan order-by-order basis, to the C.H. Robinson team responsible for their account.account, either directly or through highly automated connections established between Navisphere and the customers' transportation management system. The C.H. Robinson team then ensures that all appropriatenecessary information aboutregarding each shipment is available in our proprietary operating system. This information is entered by our employees, by the customer through our web tools, or received electronically from the customers’ systems.Navisphere. We utilize the information from our operating systemNavisphere and other available sources to select the best availablecontracted carrier based upon factors such as their service score, equipment availability, freight rates, and other relevant factors.
Once the contracted carrier is selected, we receive the contractcontracted carrier’s commitment to provide the transportation. During the time when a shipment is executed, we connect frequently, either electronically or manually, with the contractcontracted carrier to track the status of the shipment to meet the unique needs of our customers.
For most of our transportation and logistics services, we are a service provider. By accepting the customer’s order, we accept certain responsibilities for transportation of the shipment from origin to destination. The carrier’s contract is with us, not the customer, and we are responsible for prompt payment of freight charges. In the cases where we have agreed (either contractually or otherwise) to pay for claims for damage to freight while in transit, we pursue reimbursement from the contracted carrier for the claims. In our managed servicesManaged Services business, we are acting as the shipper’s agent. In those cases, the carrier’s contract is typically with the customer, and we collect a fee for our services.
As a result of our logistics capabilities, our technology, our global suite of services, and available modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation requirements. Our employees price
4
Table of Contents
our services to provide a profit to us for the totality of services performed for the customer. In some cases, ourOur services to the customer aremay be priced on a spot market, or transactional basis. In a number of instances, we have contracts with the customer in which we agree to handle an estimated number of shipments, usually to specified destinations, such as from the customer’s plant to a distribution center. Our commitments to handle the shipments are usually at pre-determinedbasis, or prearranged contractual rates. Most of our contractual rate commitments are for one year or less and allow for renegotiation. As is typical in the transportation industry, most of these contracts do not include specific volume commitments. When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements that allow for fuel to primarily act as a pass-through cost, in addition to the underlying line-haul portion of the rate.
We purchase the majoritymost of our truckload services from our contractcontracted truckload carriers on a spot market, or transactional basis, even when we are working with the customer on a contractual basis. In a small number ofsome cases, we may get advance commitments from one or more contractcontracted motor carriers to transport contracted shipments for the length of our customer contract.contract or to provide transportation services within dense transportation lanes. In those cases, where we have prearranged rates with contractcontracted motor carriers, there is typically a calculated fuel surcharge based on a mutually agreed-upon formula.
In the course ofWhile providing day-to-day transportation services, our employees often identify opportunities for additional logistics services as they become more familiar with our customers’ daily operations and the nuances of our customers’ supply chains. We offer a wide range of logistics services on a worldwideglobal basis that reduce or eliminate supply chain inefficiencies. We will analyze customers’ current transportation rate structures, modes of shipping, and carrier selection. We can identify opportunities to consolidate shipments for cost savings. We will suggest ways to improve operating and shipping procedures and manage claims. We can help customers minimize storage through crossdocking and other flow-through operations. Many of these services are provided in connection with providing the transportation services and are not typically priced separately. They are usually included as a part of the cost of transportation services provided by us, based on the nature of the customer relationship. In addition to these transportation services, we may also provide additionala wide range of value-added logistics services, such as contract warehousing,freight consolidation, customs brokerage, supply chain consulting transportation management, and other services,analysis, emission analytics, optimization, and reporting, for which we are usually paid separately.
As weWe have emphasizedbroadened our relationship with many of our customers through an emphasis on integrated logistics solutions our relationships with many customers have broadened, and we have become a key provider to them byresulting in us managing a greater portion of their supply chains. We mayoften serve our customers through specially created teams and through severalmultiple locations. Our transportation and logistics services are provided to numerous international

customers through our worldwide network. See Note 9 to our 2017 consolidated
Transportation services accounted for approximately 97 percent of adjusted gross profit in 2021 and 96 percent of adjusted gross profit in 2020 and 2019. Adjusted gross profit is a non-GAAP financial statements included inmeasure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale. For additional information, see Item 7 of Part II, Item 8Management’s Discussion and Analysis of this report for disclosureFinancial Condition and Results of our total revenues from domestic and foreign customers for the years ended December 31, 2017, 2016, and 2015 and our long-lived assets as of December 31, 2017, 2016, and 2015 in the United States and in foreign locations.Operations.
The table below shows our net revenuesadjusted gross profit by transportation mode, for the years ended December 31 (in thousands):
 2017 2016 2015 2014 2013
Truckload$1,229,999
 $1,257,191
 $1,316,533
 $1,190,372
 $1,065,315
LTL407,012
 381,817
 360,706
 258,884
 239,477
Intermodal29,145
 33,482
 41,054
 40,631
 39,084
Ocean290,630
 244,276
 223,643
 208,422
 187,671
Air100,761
 82,167
 79,096
 79,125
 73,089
Customs70,952
 50,509
 43,929
 41,575
 36,578
Other Logistics Services117,117
 105,369
 82,548
 73,097
 67,931
Total$2,245,616
 $2,154,811
 $2,147,509
 $1,892,106
 $1,709,145

Transportation services accounted for approximately 95 percent of net revenues in 2017, 2016, and 2015. For additional information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report.
20212020201920182017
Truckload$1,280,629 $1,071,873 $1,348,878 $1,445,916 $1,229,999 
LTL523,365 457,290 477,348 471,275 407,012 
Ocean711,223 350,094 308,367 312,952 290,630 
Air225,286 151,443 106,777 120,540 100,761 
Customs100,539 87,095 91,828 88,515 70,952 
Other Logistics Services210,958 195,159 149,664 154,546 146,262 
Total$3,052,000 $2,312,954 $2,482,862 $2,593,744 $2,245,616 
Sourcing
Since we were founded in 1905, we have been in the business of sourcing fresh produce. Much of our logistics expertise can be traced to our significant experience in handling produce and other perishable commodities. Because of its perishable nature, produce must be rapidly packaged; carefully transported within tight timetables, usually in temperature controlled equipment; and quickly distributed to replenish high-turnover inventories maintained by our customers. In many instances, we consolidate an individual customer’s produce orders into truckload quantities at the point of origin and arrange for transportation of the truckloads, often to multiple destinations.
Our sourcing customer base includes grocery retailers, restaurants, foodservice distributors, and produce wholesalers.
Our sourcing services include inventory forecasting and replenishment, brand management, and category development services. We have various national and regional branded produce programs, including both proprietary brands and nationalnationally licensed brands. These programs contain a wide variety of high quality, fresh bulk, and value addedvalue-added fruits and vegetables. These brands have expanded our market presence and relationships with many of our retail customers. We have also instituted quality
5
Table of Contents
assurance and monitoring programs as part of our branded and preferred grower programs.
Sourcing accounted for approximately fivethree percent of our net revenuesadjusted gross profit in 2017, 2016,2021 and 2015.
Organization
Segment information. We have continued to expand our services and diversify our business and have also made changes to align executive oversight to the business. We have three reportable segments: NAST, Global Forwarding, and Robinson Fresh, with our remaining operating segments reported as All Other and Corporate. The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. See additional disclosure in Note 9 to our consolidated financial statements.
NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload, LTL, and intermodal.
Global Forwarding provides global logistics services through an international network of offices in North America, Europe, Asia, Australia, New Zealand, and South America; and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
Robinson Fresh provides sourcing under the trade name Robinson Fresh. Our sourcing services primarily include the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the world. This segment often provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation services for its customers.

All Other and Corporate primarily consists of Managed Services and Other Surface Transportation outside of North America. Managed Services is primarily comprised of our division, TMC, which offers Managed TMS®. Managed TMS combines a global transportation management system (“TMS”), logistics process expertise, and consulting services. Customers can access Navisphere technology, logistics experts, and supply chain engineers to manage their day-to-day operations and optimize supply chain performance.
Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provides services similar to NAST across Europe.
Office Network. To keep us close to our customers and markets, we operate through a network of offices in North America, Europe, Asia, Australia, New Zealand, and South America.
Each office is responsible for its own growth and profitability. Our employees are responsible for developing new business, negotiating and pricing services, receiving and processing service requests from customers, and negotiating with carriers to provide the transportation requested. In addition to routine transportation, employees are often called upon to handle customers’ unusual, seasonal, and emergency needs. Shipments to be transported by truck are priced at the local level, and offices cooperate with each other to hire contract carriers to provide transportation. Employees often rely on expertise in other offices when contracting LTL, intermodal, ocean, and air shipments. Multiple network offices often also work together to service larger, global accounts where the expertise and resources of more than one office are required to meet the customer’s needs. Their efforts are usually coordinated by one “lead” office on the account.
Network Employees. Employees both sell to and service their customers. Sales opportunities are identified through our internal database, referrals from current customers, leads generated by people through knowledge of their local and regional markets, and company marketing efforts. Employees are also responsible for recruiting new motor carriers, who are referred to our centralized carrier services group to confirm they are properly licensed and insured, have acceptable Federal Motor Carrier Safety Administration (“FMCSA”) issued safety ratings, and will enter into a contract for transportation services with C.H. Robinson.
Each office is responsible for its hiring and headcount decisions, based on the needs of their office and to balance personnel resources with business requirements. Because the quality of our employees is essential to our success, we are highly selective in our recruiting and hiring. To support our hiring processes, we have a corporate talent acquisition team that develops a pipeline of qualified candidates that managers can draw from. Our applicants typically have college degrees, and some have business experience, although not necessarily within the transportation industry.
Our employees go through centralized onboarding that emphasizes development of the skills necessary to become productive employees, including technology training on our proprietary systems and our customer service philosophy. Centralized training is followed by ongoing, on-the-job training. We expect most new employees to start contributing in a matter of weeks.
Compensation programs are performance-based, and cash incentives are directly tied to productivity and performance. Most network management compensation is dependent on the profitability of their particular office. They are paid a performance-based bonus, which is a portion of the office’s earnings for that calendar year. The percentage they can potentially earn is predetermined in an annual bonus contract and is based on their productivity and contributions to the overall success of the office.
All of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders. Generally, these awards are eligible to vest over five-year periods and may also include financial performance-based requirements for management employees.
Employees benefit both through the growth and profitability of individual offices and by achieving individual goals. They are motivated by the opportunity to advance in a variety of career paths, including management, corporate sales, and customer and carrier account management.
Shared Services. Our network offices are supported by our shared and centralized services. Approximately tenfour percent of our employees provide shared servicesadjusted gross profit in centralized centers. Approximately 50 percent of these shared services employees are information technology personnel who develop2020 and maintain our proprietary operating system software and our wide area network.

Executive Officers

The Board of Directors designates the executive officers annually. Below are the names, ages, and positions of the executive officers as of February 8, 2018:
Name
Age
Position
John P. Wiehoff56Chief Executive Officer, President, and Chairman of the Board
Robert C. Biesterfeld42President of North American Surface Transportation
Ben G. Campbell52Chief Legal Officer and Secretary
Andrew C. Clarke47Chief Financial Officer
Jeroen Eijsink45President of C.H. Robinson Europe
Angela K. Freeman50Chief Human Resources Officer
Jordan T. Kass45President of Managed Services
James P. Lemke50President of Robinson Fresh
Chad M. Lindbloom53Chief Information Officer
Christopher J. O’Brien50Chief Commercial Officer
Michael J. Short47President of Global Freight Forwarding
John P. Wiehoff has been Chief Executive Officer of C.H. Robinson since May 2002, President of the Company since December 1999, a director since 2001, and became the chairman in January 2007. Previous positions with the company include senior vice president from October 1998, chief financial officer from July 1998 to December 1999, treasurer from August 1997 to June 1998, and corporate controller from 1992 to June 1998. Prior to that, John was employed by Arthur Andersen LLP. John also serves on the Boards of Directors of Polaris Industries Inc. (NYSE: PII) and Donaldson Company, Inc. (NYSE: DCI). He holds a Bachelor of Science degree from St. John’s University.
Robert C. Biesterfeld was named president of North American Surface Transportation in January 2016. Prior to that, Bob served as Vice President of Truckload from January 2014 to December 2015, Vice President of Sourcing and Temperature Controlled Transportation from January 2013 to December 2014, and General Manager for the U.S. West Sourcing Region for the company’s sourcing division from 2003 to 2011. He began his career with C.H. Robinson in 1999 in the Corporate Procurement and Distribution Services office. Bob serves on several industry and non-profit boards and committees. Bob graduated from Winona State University with a Bachelor of Arts degree.
Ben G. Campbell was named Chief Legal Officer and Secretary in January 2015. Previous positions with the company include Vice President, General Counsel and Secretary from January 2009 to December 2014 and Assistant General Counsel from February 2004 to December 2008. Ben joined C.H. Robinson in 2004. Before coming to C.H. Robinson, Ben was a partner at Rider Bennett, LLP, in Minneapolis, MN. Ben holds a Bachelor of Science degree from St. John’s University and a Juris Doctor from William Mitchell College of Law.
Andrew C. Clarke was named Chief Financial Officer in June 2015. Prior to joining C.H. Robinson, Andrew was an industry consultant from February 2013 to May 2015. From July 2006 to February 2013, Andrew served as President and Chief Executive Officer of Panther Expedited Services, now a wholly owned subsidiary of Arkansas Best Corporation. Prior to that, Andrew served as Chief Financial Officer of Forward Air Corporation from 2001 to 2006. Previously, Andrew served on the Board of Directors for Blount International, Inc., Forward Air Corporation, and Pacer International, Inc. He holds a Bachelor of Science degree from Washington University in Missouri, and a Master of Business Administration degree from the University of Chicago Booth School of Business.
Jeroen Eijsink was named President of C.H. Robinson Europe in September 2015. Jeroen served as Chief Executive Officer of DHL Freight Germany, where he was responsible for the road and rail transport activities for DHL in Germany from March 2013 to August 2015. He also served as Chief Executive Officer of DHL Freight Belgium, Netherlands, and United Kingdom from January 2011 to February 2013 and managing director of DHL Freight United Kingdom and Ireland from May 2006 to December 2010.
Angela K. Freeman was named Chief Human Resources Officer in January 2015. Prior to that, she served as Vice President of Human Resources from August 2012 to December 2014. Previous positions with C.H. Robinson include Vice President of Investor Relations and Public Affairs from January 2009 to August 2012 and Director of Investor Relations and Director of Marketing Communications. She also serves as the president of the C.H. Robinson Worldwide Foundation. Prior to joining C.H. Robinson in 1998, Angela was with McDermott/O’Neill & Associates, a Boston-based public affairs firm. She holds a Bachelor of Arts degree and a Bachelor of Science degree from the University of North Dakota, and a Master of Science degree

from the London School of Economics. Angela also serves on the Board of Directors of LeadersUp, a national non-profit organization.
Jordan T. Kass was named President of Managed Services in January 2015. He previously served as Vice President of Management Services from January 2013 to January 2015. Previous positions with C.H. Robinson include director of TMC. Jordan began his career in 1994 at American Backhaulers and subsequently joined C.H. Robinson in 2000 following our acquisition of American Backhaulers. Jordan holds a Bachelor of Arts degree from Indiana University.
James P. Lemke was named President of Robinson Fresh in January 2015. Prior to that, he served as Senior Vice President from December 2007 to December 2014, having previously served as Vice President, Sourcing, since 2003. Prior to that time, he served as the Vice President and Manager of C.H. Robinson’s Corporate Procurement and Distribution Services office. Jim joined the company in 1989. Jim holds a Bachelor of Arts degree in International Relations from the University of Minnesota. Jim is also the chairman of the Foundation Board of the United Fresh Produce Association. He also serves as a director for Second Harvest Heartland.
Chad M. Lindbloom was named Chief Information Officer in January 2015. He served as Senior Vice President from 2007 to 2014 and Chief Financial Officer from 1999 until June 2015. From June 1998 until December 1999, he served as Corporate Controller. Chad joined the company in 1990. Chad holds a Bachelor of Science degree and a Master of Business Administration degree from the Carlson School of Management at the University of Minnesota.  
Christopher J. O’Brien was named Chief Commercial Officer in January 2015. Prior to that, he served as a Senior Vice President from May 2012 to December 2014. He has served as a Vice President since May 2003. Additional positions with C.H. Robinson include President of the company’s European division and manager of the Raleigh, North Carolina, office. Christopher joined the company in 1993. He holds a Bachelor of Arts degree from Alma College in Michigan.
Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H. Robinson through the acquisition of Phoenix International in 2012 and is an 18-year veteran of the global forwarding industry. Prior to being named President, Mike served as Vice President, Global Forwarding North America. Mike held a number of roles at Phoenix, including Regional Manager, General Manager of the St. Louis office, and Sales Manager. He graduated from the University of Missouri in 1993 with a Bachelor of Arts degree in Business.
Employees
As of December 31, 2017, we had a total of 15,074 employees, approximately 13,700 of whom were located in our network offices. Our remaining employees centrally serve our network of offices in areas such as finance, information technology, legal, marketing, and human resources.2019.
Customer Relationships
We work to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services.services and people they can rely on. During 2017,2021, we served over 120,000approximately 100,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.
During 2017,2021, our largest customer accounted for approximately two percent of total revenues. In recent years, we have grown by adding new customers and by increasing our volumes with, and providing more services to, our existing customers.
We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services that we can provide. We believe that our account management disciplines, expertise, and decentralized structuretechnology built by and for supply chain experts, enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven, understanding of the specific supply chain issues facing individual customers and certain vertical industries. With the guidance
Markets and Resources
Competition
The transportation services industry is highly competitive and fragmented. We compete against many logistics companies, including technology-based service companies, trucking companies, property freight brokers, carriers offering logistics services, NVOCCs, IACs, and freight forwarders. We also buy from and sell transportation services to companies that compete with us.
In our sourcing business, we compete with produce brokers, produce growers, produce marketing companies, produce wholesalers, and foodservice buying groups. We also buy from and sell produce to companies that compete with us.
We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are:
•People: Our knowledgeable, dedicated, and empowered people act as an extension of our executivecustomers’ teams—logistics experts they can rely on—to innovate and sharedexecute their supply chain strategies;
•Technology: Navisphere, our proprietary technology, provides flexibility, global visibility, customized solutions, easy integration, broad connectivity, and advanced security;
•Process: Proven processes and solutions combine strategy with practical experience for customized action plans that succeed in the real world;
•Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution;
•Relationships: A large number of unique, strong relationships provide global connections and valuable market knowledge;
•Global Suite of Services: A wide selection of services teams,and products help provide our customers with consistent capacity and service levels;
•Scale: Our customers leverage our industry-leading capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages;
•Information: Our global suite of services, unparalleled quantity of relationships, and scale combine to provide us with an industry leading data estate. We have one of the largest datasets of shipments, routings, and carriers in the world. We use our industry-leading data and data analysts to drive smarter solutions for our customers; and
•Stability: Our customers and our contract carriers rely on us to support critical elements of their business. Our financial strength, discipline, and consistent track record of success are a key foundation of our ability to sustainably meet their needs.
6
Table of Contents
Proprietary Information Technology and Intellectual Property
Most of our global network operates on a single global technology platform called Navisphere that is used to match customer needs with supplier capabilities, to collaborate with other offices, are given significant latitude to pursue opportunities and to commit ourutilize centralized support resources to complete all facets of the transaction. Our technology and software platform is essential to serve our customers.customers and contracted carriers, and to manage our business. In 2021, we executed approximately 20 million shipments for approximately 100,000 customers with approximately 85,000 contracted carriers.
Navisphere and our other operational systems help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters. Our data estate and scale provides our organization with the necessary business intelligence to allow for the necessary decision support in all areas of our business.
We have committed to investing in our technology to bring the value of technology, data, and analytics to our customers, help solve their most complex logistics challenges and drive the industry forward. With approximately 1,300 data scientists, engineers, and developers, we are continuing to invest in global talent in this critical area, building the next generation of tools and processes that will change how supply chains function.
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 tosolve their logistics challenges with technology built by and for supply chain experts. Industry-first tools launched by Robinson Labs in 2021 include:
•Procure IQ®, which uses an algorithm built by our data scientists and the largest freight shipment dataset in the industry to show shippers the optimal way to purchase transportation in each of their shipping lanes;
•Emissions IQ™,which gives shippers instant visibility into their carbon emissions and surfaces opportunities for reduction; and
•Market Rate IQ™,which reveals the patterns in a shipper’s spot freight that they could change to save money
Our operations primarily use Navisphere, our global, multimodal transportation management system that allows customers to communicate worldwide with parties in their supply chain across languages, currencies, and continents. Navisphere offers sophisticated business analytics, artificial intelligence, and data-driven tools to improve supply chain performance and meet increasing customer demands including the following tools:
•Navisphere Visionallows our customers to see their freight across all modes and services globally in a single view. Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustment to estimated time of arrival using artificial intelligence are provided for the customer to manage their supply chain exceptions. Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies.
•Navisphere Insight takes a customer’s raw data about their freight and uses data science to turn it into valuable insights, surfacing trends in transportation performance, and spend that can be used for decision-making in real time or over time. Analysis is provided down to the shipment and order level.
•Navisphere Optimizer helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings. It is used during the transportation planning process and dynamically selects the right route with the right mode and right carrier on the right day.

Navisphere is also integrated into an industry-leading 23 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides an automated solution.
The Navisphere Carrier (“Navisphere Carrier”) platform provides contracted motor carriers access to the functionality necessary to efficiently manage their relationship with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation. Many of our contracted motor carriers’ favorite features from Navisphere Carrier are also available through our Navisphere Carrier mobile application for Android® and iOS® mobile operating systems.
7
Table of Contents
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.
Freightquote® by C.H. Robinson is a web-based, mobile-responsive offering designed to streamline the shipping process for small business customers, allowing the booking of freight without any shipping knowledge or expertise. Freightquote's small business customers can go online with their smart phone, tablet, or computer to book their LTL or truckload freight, track shipments, get proactive notifications, and pay for transportation services with a credit card.
We rely on a combination of cyber-security, trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. Additionally, we have numerous registered trademarks, trade names, and logos in the United States and internationally.
Relationships with Transportation Providers
We continually work on establishing contractual relationships with qualified transportation providers that also meet both ours and our customers’ service requirements to provide dependable services, favorable pricing, and contract carrier availabilityavailable capacity during periods when demand for transportation equipment is greater than the supply. Because weWe own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success.
In 2017,2021, we worked with approximately 73,00085,000 transportation providers worldwide, of which the vast majority are contracted motor carriers. To strengthen and maintain our relationships with contracted motor carriers, our employees regularly communicate with

carriers them and try to assist them by increasing their equipment utilization, reducing their empty miles, and repositioning their equipment. To make it easier for contractcontracted motor carriers to work with us, we have a policy of contracted motor carrier invoice payment upon receipt of proof of delivery.delivery in accordance with our standard payment terms. For those contractcontracted motor carriers whothat would like a faster payment, we also offer expedited payment within 48 hours ofupon receipt of proof of delivery in exchange for a discount, along with offering in-trip cash advances.
Contracted motor carriers provide access to dry vans, temperature controlled vans, flatbeds, and bulk capacity. These contractcontracted motor carriers are of all sizes, including owner-operators of a single truck, small and midsizemid-size fleets, private fleets, and the largest national trucking companies. Consequently, we are not dependent on any one contractcontracted motor carrier. Our largest truck transportation provider was less than two percent of our total cost of transportation in 2017. Motor2021. Contracted motor carriers that had fewer than 100 tractorstrucks transported approximately 82 percent of our truckload shipments in 2017.2021. Every United States and Canadian motor carrier with which we do business with is required to execute a contract that establishes that the motor carrier is acting as an independent contractor. At the time the contract is executed, and thereafter, through subscriptions with a third partythird-party service, we confirm that each United States contracted motor carrier is properly licensed and insured, has the necessary federally-issued authority to provide transportation services, and has the ability tocan provide the necessary level of service on a dependable basis. Our motor carrier contracts require that the contracted motor carrier issue invoices only to and accept payment solely from us for the shipments that they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages. Our standard contracts do not include volume commitments, and typically the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier.
We also have intermodal marketing agreements with container owners and all Class 1 railroads in North America, giving us access to additional trailers and containers. Our contracts with railroads specify the transportation services and payment terms by which our intermodal shipments are transported by rail. Intermodal transportation rates are typically negotiated between us and the railroad on a customer-specific basis. We own approximately 1,500 53-foot containers and lease approximately 1,700 containers. We believe that these containers have helped us better serve our customers, and we will continue to analyze the strategy of controlling containers.
In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers. We negotiate annual contracts that establish the predetermined rates we agree to pay the ocean carriers. The rates are negotiated based on expected volumes from our customers in specific trade lanes. These contracts are often amended throughout the year to reflect changes in market conditions for our business, such as additional trade lanes.
8
Table of Contents
We operate both as a consolidator and as a transactional IAC in the United States and internationally. We select air carriers and provide for local pickup and delivery of shipments. We execute our air freight services through our relationships with air carriers, through charter services, block space agreements, capacity space agreements, and transactional spot market negotiations. Through charter services, we contract part or all of an airplane to meet customer requirements. Our block space agreements and capacity space agreements are contracts for a defined time period. The contracts include fixed allocations for predetermined flights at agreed upon rates that are reviewed periodically throughout the year. The transactional negotiations afford us the ability to capture excess capacity at prevailing market rates for a specific shipment.
Competition
The transportation services industry is highly competitive and fragmented. We compete against a large number of logistics companies, trucking companies, property freight brokers, carriers offering logistics services, NVOCCs, IACs, and freight forwarders. We also buy from and sell transportation services to companies that compete with us.
In our sourcing business, we compete with produce brokers, produce growers, produce marketing companies, produce wholesalers, and foodservice buying groups. We also buy from and sell produce to companies that compete with us.
We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are:
People: Smart, dedicated, empowered people act as an extension of our customers’ teams to innovate and execute their supply chain strategies;
Process: Proven processes and solutions combine strategy with practical experience for customized action plans that succeed in the real world;
Technology: Navisphere, our proprietary technology, provides flexibility, global visibility, customized solutions, easy integration, broad connectivity, and advanced security;

Network: Our customers gain local presence, regional expertise, and multiple global logistics options from one of the world’s largest providers of logistics services;
Relationships: A large number of unique, strong relationships provide global connections and valuable market knowledge;
Portfolio of Services: A wide selection of services and products help provide our customers with consistent capacity and service levels;
Scale: Our customers leverage our industry-leading capacity, broad procurement options, and substantial shipment volumes for better efficiency, service, and marketplace advantages; and
Stability: Our financial strength, discipline, and consistent track record of success for strategic support of our customers’ supply chains.
Seasonality
Historically, ourOur operating results have been subject to seasonal trends with operating income and earnings lower in the first quarter than in the other three quarters. We believe this historical pattern has been theas a result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. 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 continue and we cannot guarantee that it will not adversely impact us in the future. Our results did not follow this pattern in 2017 due primarily to changing transportation costs and customer pricing during the second half of the year.
Proprietary Information Technology and Intellectual Property
We rely on a combination of trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. Additionally, we have numerous registered trademarks, trade names, and logos in the United States and international locations.
Our information systems are essential to efficiently communicate, service our customers and contracted carriers, and manage our business. In 2017, we executed approximately 19 million shipments for more than 120,000 customers with more than 73,000 contract carriers.
Our systems help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, and identify appropriate carriers, all based on customer-specific service parameters. Our systems provide our organization with the necessary business intelligence to allow for near real time scorecards and necessary decision support in all areas of our business.
Our operations primarily use Navisphere, a single global platform that allows customers to communicate worldwide with parties in their supply chain across languages, currencies, and continents. Navisphere offers sophisticated business analytics to help improve supply chain performance and meet increasing customer demands.
The Navisphere Vision web-based product allows our customers to see all of their freight across all modes and services globally in a single view. Details of shipment contents, status of shipments based on milestones, disruptions to shipments and resulting estimated time of arrival adjustment using Artificial Intelligence are provided for the user to manage their supply chain exceptions. Collaboration, intelligent notifications, and performance score carding allow customers to manage their supply chain and identify inefficiencies.
The Navisphere Carrier web-based platform provides contracted carriers additional access to our systems. Contract carriers can access available freight, perform online check calls, keep track of receivables, and upload scanned documentation. Many of our carriers’ favorite features from Navisphere Carrier are also available through our Navisphere Carrier mobile application available for Android and IOS mobile operating systems.
The Navisphere Driver mobile application provides drivers with load status automation capabilities. Drivers can elect to allow the application to complete all stop updates and in-transit calls. Drivers can also capture and upload bill of lading documentation to initiate payment processes. The high fidelity track and trace capabilities give our systems and customers frequent load status information.



Government Regulation
Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate.
We are subject to licensing and regulation as a property freight broker and are licensed by the U.S. Department of Transportation (“DOT”) to arrange for the transportation of property by motor vehicle. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. We are also subject to regulation by the Federal Maritime Commission (“FMC”) as an ocean freight forwarder and a NVOCC andNVOCC; we maintain separate bonds and licenses for each. We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration.Administration (“TSA”). We provide customs brokerage services as a customs broker under a license issued by the Bureau of U.S. Customs and Border Protection.Protection and other authoritative governmental agencies. We also have and maintain other licenses as required by law.
Although Congress enacted legislation in 1994 that substantially preempts the authority of states to exercise economic regulation of motor carriers and brokers of freight, some intrastate shipments for which we arrange transportation may be subject to additional licensing, registration, or permit requirements. We generally contractually require and/orand rely on the motor carrier transporting the shipment to ensure compliance with these types of requirements. We, along with the contracted motor carriers that we rely on in arranging transportation services for our customers, are also subject to a variety of federal and state safety and environmental regulations. Although compliance with the regulations governing licensees in these areas has not had a materially adverse effect on our operations or financial condition in the past, there can be no assurance that such regulations or changes thereto will not adversely impact our operations in the future. Violation of these regulations could also subject us to fines, as well as increased claims liability.
We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act.Act (“PACA”). Other sourcing and distribution activities may be subject to various federal and state food and drug statutes and regulations.
We are subject to a variety of other U.S. and foreign laws and regulations including, but not limited to, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption statutes.
Risk ManagementWe are subject to laws and Insurance
We contractually require all motor carriers we work with to carry at least $750,000regulations in automobile liability insurance and $25,000 in cargo insurance. We also require all motor carriers to maintain workers compensationthe U.S. and other insurance coverage as required by law. Most contacted carriers have insurance exceeding these minimum requirements. Railroads, which are generally self-insured, provide limited common carrier cargo loss countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or damage liability protection, generally upaffected individuals of data breaches involving certain personal information. These laws and regulations include, for example, the European General Data Protection Regulation and the California Consumer Privacy Act. Regulatory actions or litigation seeking to $250,000 per shipment.
As a property freight broker, we are not legally liable for loss or damage to our customers’ cargo. In our customer contracts, we may agree to assume cargo liability up to a stated maximum. We typically do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, or air freight businesses on international or domestic air shipments. With regards to international freight forwarding, ocean transportation, international domestic air freight shipments, and shipments transacted by Freightquote, we offer our customers the option to purchase shippers’ interest coverage to insure goods in transit. When we agree to store goods for our customers for longer terms, we provide limited warehouseman’s coverage to our customers and typically contract for warehousing services from companies that provideimpose significant penalties could be brought against us the same degree of coverage.
We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier. We also carry various liability insurance policies, including automobile and general liability, with a $200 million umbrella. Our contingent automobile liability coverage has a retention of $5 million per incident.
As a seller of produce, we may, under certain circumstances, have legal responsibility arising from produce sales. We carry product liability coverage under our general liability and umbrella policies to cover tort claims. The deductible on our general liability coverage is $250,000 per incident. In addition, in the event of a recall,data breach or alleged non-compliance with such laws and regulations.
9
Table of Contents
Human Capital
At C.H. Robinson, our employees literally connect the world. They are logistics experts and problem solvers, and they act as an extension of our customers' teams. In fact, our customers and contract carriers consistently cite our people as one of the top reasons they work with C.H. Robinson. Our talent strategy is built on our EDGE values: Evolve constantly, Deliver excellence, Grow together, and Embrace integrity. We attract and retain the right talent by creating an inclusive, high-performing culture and engage employees with meaningful work at a place where they belong, can grow, and are proud to work. We leverage the diverse perspectives, backgrounds, and experiences of our global network of supply chain experts to create innovative solutions and better meet the needs of our customers, contract carriers, and growers.
Oversight and Governance
Our Board of Directors and Talent and Compensation Committee have oversight of our human capital management and diversity, equity, and inclusion (“DEI”) efforts. They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on our key strategic initiatives, success measurements, and other relevant matters pertaining to human resources and DEI including, but not limited to, hiring and retention, culture, employee engagement, succession planning, compensation and benefits, and human resources or DEI-related risks.
Our People
As of December 31, 2021, we may be requiredhad a total of 16,877 employees, 14,554 of whom are network employees, as presented below. Our remaining employees support our network teams in areas such as finance, product, information technology, software engineering, data science and analysis, legal, marketing, and human resources. The following table illustrates our employees by global region:
North AmericaEuropeAsiaOceaniaSouth AmericaTotal
Network employees10,133 1,799 1,950 409 263 14,554 
Shared services employees1,856 186 214 33 34 2,323 
Total Employees
11,989 1,985 2,164 442 297 16,877 
Contractors1,689 38 343 54 58 2,182 
Diversity, Equity, and Inclusion (DEI)
We believe that fostering an inclusive, equitable, and diverse workforce is core to bear the costs of repurchasing, transporting, and destroying any allegedly contaminated product,our EDGE values as well as a business imperative. The unique experiences and backgrounds of our people create a stronger, more innovative, and successful team. We bring our commitment to diversity, equity, and inclusion to life by integrating our DEI strategic pillars (workplace diversity, workforce inclusivity, partnerships, and accountability) across our talent strategies and into our business.
As a global company, we think broadly about DEI and value all dimensions of diversity. To help us evaluate progress against our strategy, we track a number of DEI metrics that are reviewed regularly and reported to our senior leadership teams on a quarterly basis. Additionally, we have identified aspirational goals to be met by 2025 that focus on hiring, retention, engagement, and leadership representation for women (globally) and people of color (U.S. only). Some of these metrics are summarized below as of December 31, 2021. Additional information can be found in our annual ESG report.
Women on Board of Directors30 %
U.S. Racial and Ethnic Minorities on Board of Directors10 %
Women in Workforce48 %
Management Positions Held by Women45 %
Leadership Positions Held by Women26 %
U.S. Racial and Ethnic Minorities in Workforce28 %
Management Positions Held by U.S. Racial and Ethnic Minorities22 %
Leadership Positions Held by U.S. Racial and Ethnic Minorities10 %
External Hires - Women49 %
External Hires - U.S. Racial and Ethnic Minorities40 %

10
Table of Contents
We have active and engaged Employee Resource Groups (“ERGs”) that foster employee connections across the world, provide learning, engagement, and development opportunities, and partner with human resources and DEI teams to help advance our work. Currently, each of our six ERGs has an average of 800 employee members. Additionally, in 2021, we rolled out inclusivity training to all employees around the world, hosted our first Global Inclusion Week, created targeted resources for managers to support inclusive leadership behaviors, and donated to support nonprofit organizations aligned with our DEI goals.
Talent Acquisition, Engagement, and Retention
Our continued success depends on our ability to hire and retain talented team members who can bring their unique backgrounds to work. To support our hiring processes, we develop a robust, diverse pipeline of qualified candidates, then collaborate across the organization to best understand our talent needs and place the right person in each role. We recognize that 2021 brought an increasingly tight talent market and a shift toward a more flexible workplace. To adapt to these changes, we are investing more in recruitment marketing, added recruiter headcount, broadened our talent searches geographically, and increased passive candidate sourcing. We also enhanced our recruiting and hiring processes to create an even more inclusive candidate experience and address any potential consequential damagesunconscious biases.
Our employee turnover ratio, which is calculated as the number of employees who departed the Company in the 12 months ended December 31, 2021, divided by the average number of employees in the 12 months ended December 31, 2021, was 19 percent. Our employee turnover ratio is up from a historically low level in 2020 fueled by the pandemic, but is in line with pre-pandemic employee turnover rates. Current labor market conditions compound the impact of turnover so to improve our retention rate, we are addressing the top reasons that employees stay, including compensation, work-life balance, flexibility, DEI, and career growth opportunities.
We regularly survey our employees and engage in focus groups to better understand what our people value and where we can intentionally improve their experience. Over the past year, we’ve continued to hear that our employees value our flexible work options, the stability that comes with a 116 year-old company, and our support for their overall well-being. In our 2021 employee engagement survey, 81 percent of our employees scored favorable to feeling optimistic about the future of C.H. Robinson, exceeding the benchmark score by 6 percent. Our focus on DEI continues to build a greater sense of belonging in our workplace, which is seen through an increase in favorability in our 2021 survey responses. In addition, our focus on creating more transparency into career opportunities at C.H. Robinson is enabling more visibility to what’s possible for our employees. The 2021 survey indicated a positive engagement score of 80 percent, which was consistent with benchmark companies.
Onboarding and Development
C.H. Robinson is a place where employees can develop their best selves while achieving their goals. New employees go through an onboarding process that emphasizes the skills necessary to become productive employees, including technology training on our proprietary systems and our customer service philosophy, as well as understanding our company culture and values. We continue to adapt our onboarding, training, and development programs to meet the needs of the business and adjust to the new hybrid workplace. We believe that continuous talent development and succession planning are critical to our success. Onboarding is followed by ongoing, on-the-job training and regular performance and career development conversations between employees and their managers. In 2021, approximately 98 percent of our workforce received regular performance and career development reviews.
We have established targeted development programs including the Leadership Networking Circle, a program designed to develop female leaders, a sponsorship program to champion growth of our employees of color and female employees, and a Key Account Sales program to grow our strategic selling capabilities.
We believe that an employee's relationship with their leader is a key driver of retention and employee engagement. It has also long been a signature strength at C.H. Robinson. In our 2021 employee engagement survey, employee favorability of manager effectiveness increased 2 percent to 82 percent, surpassing our benchmark score by 9 percent. We continued to build on the strength of our managers as we introduced new leadership principles in 2021 as our shared understanding of what it means to lead at C.H. Robinson and how we drive exceptional results and develop our people for the future. The principles are unique to us and aligned with our company strategy, mission, vision, and EDGE values. They are embedded in who we are and how we lead. To demonstrate this, we have integrated them into our development tools, leadership programs, performance plans, and how we hold each other accountable every day.
11
Table of Contents
Wellness, Compensation, and Benefits
At C.H. Robinson, we care about all areas of our employees’ lives. Our total rewards strategies help employees improve their health, wealth, and self. We also established communication channels for employees to connect and stay informed on wellness topics, and we offer employee assistance programs and mental health resources. As we continue to navigate these unprecedented times through the COVID-19 pandemic, we have followed guidance from the Occupational Safety and Health Administration, World Health Organization, and the Center for Disease Control and Prevention to ensure the safety of our people. Where the work allows, employees have the flexibility to work where they can be the most productive and safe.
A highly competitive benefits package rounds out our efforts to fully support employees’ health, wealth, and self. We review our benefits on an annual basis to ensure they stay competitive in the marketplace, as well as incorporate the voice of our employees to ensure we evolve to meet the diverse needs of our people.
Our market-competitive compensation programs help drive performance and reward success. We work to ensure equitable compensation and in 2021, completed a pay equity analysis. Compensation plans include performance-based metrics and short-term incentive (“STI”) plans directly tied to productivity, the achievement of performance goals, and the financial performance of the team or the organization. Senior managers are paid a performance-based bonus, which is measured based on balanced growth in the adjusted gross profit and operating income performance of the team they represent. In order to strengthen our commitment to DEI, senior leadership have a portion of their STI tied to advancing DEI strategy.

Our equity compensation program is an important part of how we stay competitive, as it incentivizes and rewards leadership for enterprise performance. We believe the program further contributes to our success as it helps to create long-term ownership and alignment between employees and our shareholders. Some employees who have significant responsibilities are eligible to receive equity awards through our equity compensation program. Our equity compensation philosophy is to pay for performance and reward profitable long-term growth. The program is designed to support our business transformation and company culture, help attract top talent, and create alignment with our shareholders. Refer to Note 6, Capital Stock and Stock Award Plans, for further discussion related to our equity award plan design.
Community Engagement
Giving back to our communities and supporting non-profit organizations, inspires and engages our employees and are core to our culture. We proudly support our people, our industry, and our communities around the world. Through our company and the C.H. Robinson Foundation, we contributed nearly $3 million to more than 900 charities in 2021. In 2021, approximately $1.3 million was donated through our employee match program, and our employees volunteered approximately 4,500 hours to help the causes they care about most.
In addition to our employee-driven philanthropy, we support disaster relief efforts, grantmaking, employee hardship funds, and scholarship programs for our employees and our contract carriers. We focus on supporting basic needs including preventing hunger and providing housing and education, as well as organizations working to remove barriers and diversify the talent pipeline within our industry.
Environmental Sustainability
C.H. Robinson is committed to reducing our own environmental footprint, while helping to support sustainability efforts in our industry and for our customers. On a regular basis, we engage with our internal and external stakeholders to identify our priority ESG topics, including environmental sustainability. Our Chief Human Resources and ESG Officer and VP of ESG provide annual updates to the Board of Directors and Governance Committee on our most critical ESG topics. The full results of these engagements and more information is available in our annual ESG report, which includes indices for the Sustainability Accounting Standards Board and Task Force on Climate-Related Financial Disclosures.
In addition to tracking and managing our own environmental footprint, we leverage our scope, size, and scale to help customers optimize their supply chain and eliminate empty miles on the road in order to meet their sustainability goals. Our ESG goals and accomplishments include:
•Reducing our emissions intensity - We are committed to reducing our greenhouse gas emissions and have set a science-aligned below 2°C goal to reduce our Scope 1 and 2 carbon intensity. By the end of 2021, we were generallymore than halfway to our goal. To achieve this goal, we seek energy efficiencies within our operations and potentially other alternatives such as purchasing energy credits.
•Launching Emissions IQ - Emissions IQ helps shippers measure their Scope 3 transportation emissions, giving them critical visibility into their value chain necessary to meet their sustainability goals. Emissions IQ applies the Global Logistics Emissions Framework and is accredited by the Smart Freight Centre.
12
Table of Contents
•Actively supporting SmartWay® - We have been an active member of SmartWay®, a transportation program of the U.S. Environmental Protection Agency, since 2005.
•Operating with integrity - Our transportation and emissions operations are subject to environmental law and regulations in the jurisdictions where we operate.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements is available in the ESG report available on our website; however, the ESG report is not insured. We carry product recall insurance coverageincorporated by reference in, and are not a part of, $50 million. This policythis Annual Report on Form 10-K.

Information about our Executive Officers
The Board of Directors designates the executive officers annually. Below are the names, ages, and positions of the executive officers as of February 23, 2022:
Name
 Age
Position
Robert C. Biesterfeld, Jr.46President and Chief Executive Officer
Ben G. Campbell56Chief Legal Officer and Secretary
Michael Castagnetto45President of Robinson Fresh
Jeroen Eijsink49President of C.H. Robinson Europe
Angela K. Freeman54Chief Human Resources and ESG Officer
Jordan T. Kass49President of Managed Services
Michael W. Neill51Chief Technology Officer
Christopher J. O’Brien53Chief Commercial Officer
Mac Pinkerton48President of NAST
Arun Rajan53Chief Product Officer
Michael J. Short51President of Global Freight Forwarding
Michael P. Zechmeister55Chief Financial Officer
Robert C. Biesterfeld, Jr. was named Chief Executive Officer in May 2019. Prior to becoming CEO, he held the positions of Chief Operating Officer from February 2018 to May 2019, President of NAST from January 2016 to December 2018, Vice President of Truckload from January 2014 to December 2015, Vice President of Sourcing and Temperature Controlled Transportation from January 2013 to December 2014, and General Manager for the U.S. West Sourcing Region for the company’s Robinson Fresh division from 2003 to 2011. He began his career with C.H. Robinson in 1999 in the Corporate Procurement and Distribution Services office. Bob serves on the Board of Directors for the Transportation Intermediaries Association and is trustee of the Winona State University Foundation. Bob graduated from Winona State University with a Bachelor of Arts degree.
Ben G. Campbell was named Chief Legal Officer and Secretary in January 2015. Previous positions with the company include Vice President, General Counsel and Secretary from January 2009 to December 2014 and Assistant General Counsel from February 2004 to December 2008. Ben joined C.H. Robinson in 2004. Before coming to C.H. Robinson, Ben was a partner at Rider Bennett, LLP, in Minneapolis, Minnesota. Ben holds a Bachelor of Science degree from St. John’s University and a Juris Doctor from William Mitchell College of Law.
Michael Castagnetto was named President of Robinson Fresh in January 2020. Prior executive and management positions with the company include Vice President, General Manager, and Director of Sourcing from 2013 to 2019. Prior to these roles, Michael held various customer facing roles within the company. He began his career with C.H. Robinson through the acquisition of FoodSource, Inc., in 2005. He is a board member of the International Fresh Produce Association and the Pinky Swear Foundation. He holds a Bachelor of Arts from Saint Mary’s College of California.
Jeroen Eijsink was named President of C.H. Robinson Europe in September 2015. Jeroen previously served as Chief Executive Officer of DHL Freight Germany, where he was responsible for the road and rail transport activities for DHL in Germany from March 2013 to August 2015. He also served as Chief Executive Officer of DHL Freight Belgium, Netherlands, and United Kingdom from January 2011 to February 2013 and managing director of DHL Freight United Kingdom and Ireland from May 2006 to December 2010. Prior to joining Deutsche Post DHL, Jeroen held various management positions at Siemens in Germany.
13
Table of Contents
Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019 also became ESG Officer. Prior to her current role, she served as Vice President of Human Resources from August 2012 to December 2014. Previous positions with C.H. Robinson include Vice President of Investor Relations and Public Affairs from January 2009 to August 2012, and Director of Investor Relations, and Director of Marketing Communications. She also serves as the president of the C.H. Robinson Worldwide Foundation. In addition to her responsibilities at C.H. Robinson, Angie currently serves on the Board of Directors of The Shyft Group, Inc. (Nasdaq: SHYF) and on the Board of the University of North Dakota Alumni Association & Foundation. Prior to joining C.H. Robinson in 1998, Angie was with McDermott/O’Neill & Associates, a Boston-based public affairs firm. Angie holds a Bachelor of Arts degree and a Bachelor of Science degree from the University of North Dakota, and a Master of Science degree from the London School of Economics.
Jordan T. Kass was named President of Managed Services in January 2015. He previously served as Vice President of Management Services from January 2013 to January 2015. Previous positions with C.H. Robinson include Director of the TMC division. Jordan began his career in 1994 at American Backhaulers and subsequently joined C.H. Robinson in 2000 following our acquisition of American Backhaulers. Jordan holds a Bachelor of Arts degree from Indiana University.
Michael W. Neill was named Chief Technology Officer in June 2018. Previous positions with the company include IT Director, Application Development from 2010 to 2018; IT Director, Infrastructure and Security from 2005 to 2010; and Software Development Manager from 2002 to 2004. Prior to joining C.H. Robinson in 2002, Mike held IT management positions at ADC Telecommunications and Trans Consolidated Incorporated. Mike also serves as an industry advisory board member to the University of Minnesota, Duluth, Computer Science Department and on the Board of Advisors of AbeTech. Mike holds a Bachelor of Science degree from the University of Minnesota, Duluth and a Master of Science from the University of Minnesota.
Christopher J. O’Brien was named Chief Commercial Officer in January 2015. Prior to that, he served as a Senior Vice President from May 2012 to December 2014. He has served as a retentionVice President since May 2003. Additional previous positions with C.H. Robinson include President of $5 million per incident.the company’s European division and manager of the Raleigh, North Carolina, office. Christopher joined the company in 1993. He holds a Bachelor of Arts degree from Alma College in Michigan.

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. Prior to his executive roles, Mac was General Manager in the Mobile, Alabama, and Dallas, Texas, offices. Mac began his career with C.H. Robinson in 1997 as a transportation representative. He holds a Bachelor of Science degree from Mississippi State University.
Arun Rajan was named Chief Product Officer in July 2021. Before coming to C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon from 2019 to 2021. Arun also held leadership positions at Zappos, an online retail company, through its acquisition by Amazon, serving as Chief Operating Officer from 2014 to 2019 and Chief Technology Officer from 2009 to 2013. Prior to Zappos, Arun's leadership roles included serving as the Chief Technology Officer of One Kings Lane in San Francisco, Co-founder and Chief Technology Officer of New York City’s Intent Media, Chief Technology Officer of Travelocity Europe and LastMinute.com in London, and Co-Founder and Chief Technology Officer of ITRadar.com in Minneapolis, Minnesota. Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona.
Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H. Robinson through the acquisition of Phoenix International (“Phoenix”) in 2012. Prior to being named President, Mike served as Vice President, Global Forwarding - North America. Prior to joining C.H. Robinson, he held a number of roles at Phoenix, including Regional Manager, Sales Manager, and General Manager of the St. Louis office. Mike holds a Bachelor of Science degree in Business from the University of Missouri.
Michael P. Zechmeister was named Chief Financial Officer in August 2019. Before coming to C.H. Robinson, Mike served as Chief Financial Officer of United Natural Foods, Inc., a food wholesaler, from 2015 to August 2019. Prior to joining United Natural Foods, Inc., Mike spent 25 years at General Mills, Inc., holding a variety of leadership roles, including Vice President of Finance for the Pillsbury Division, Vice President of Finance for U.S. Retail Sales, and Treasurer. Mike holds a Bachelor of Science in Business degree from the Carlson School of Management at the University of Minnesota and earned a Masters of Business Administration from the Kellogg School of Management at Northwestern University.
14
Table of Contents
Investor Information
We were reincorporated in Delaware in 1997 as the successor to a business existing, in various legal forms, since 1905. Our corporate office is located at 14701 Charlson Road, Eden Prairie, Minnesota, 55347-5088, and our telephone number is (952) 937-8500. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website (www.chrobinson.com) as soon as reasonably practicable after we electronically file the material with the Securities and Exchange Commission. Information contained on our website is not part of this report.
Cautionary Statement Relevant to Forward-Looking Information
This Annual Report on Form 10-K, including our financial statements, “Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations”Operations in Item 7 of Part II of this report, and other documents incorporated by reference, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Form 10-K and in our other filings with the Securities and Exchange Commission, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of any of our executive officers, the words or phrases “believes,” “may,” “could,” “will,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects,” or similar expressions and variations thereof are intended to identify such forward-looking statements.
Except for the historical information contained in this Form 10-K, the matters set forth in this document may be deemed to be forward-looking statements that represent our expectations, beliefs, intentions, or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, such factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the third partyglobal logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with operations outside of the U.S.; risks associated with the potential impact of changes in government regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; fuel price increases or decreases, or fuel shortages; cyber-security related risks; the impact of war on the economy; changes to our capital structure,structure; changes due to catastrophic events including pandemics such as COVID-19, and other risks and uncertainties, including those described below.in Item 1A, Risk Factors. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update these statements in light of subsequent events or developments.


15
Table of Contents

ITEM 1A.
ITEM 1A. RISK FACTORS
The following are importantmaterial factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Form 10-K. We may also refer to this disclosure to identify factors that may cause actual results to differ from those expressed in other forward-looking statements, including those made in oral presentations such as telephone conferences and webcasts open to the public.
Business environment and competition risk factors
Economic recessions could have a significant, adverse impact on our business. The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of our customers, interest rate fluctuations, currency fluctuations, and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks, which may have a material and adverse impact on our operating results and cause us to not reach our long-term growth goals:
•Decrease in volumes: A reduction in overall freight volumes in the marketplace reducesmay reduce our opportunities for growth. A significant portion of our freight isare transactional or “spot”spot market opportunities. The transactional market may be more impacted than the contractual freight market by supply chain disruptions or overall economic conditions. In addition, if a downturn in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, paper, ecommerce, or printing industries, our operating results could be adversely affected.
•Credit risk and working capital: Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business. In addition, some customers may not pay us as quickly as they have in the past, causingwhich may cause our working capital needs to increase.
•Transportation provider failures: A significant number of our contracted transportation providers may go out of business and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.
•Expense management: We may not be able to appropriately adjust our expenses to changing market demands. Personnel expenses are our largest expense. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it ismay be more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change in market demand.
Higher carrier prices may result in decreased net revenue margin.adjusted gross profit margin and increases in working capital. Carriers can be expected to charge higher prices if market conditions warrant or to cover higher operating expenses. Our net revenuesadjusted gross profit and income from operations may decrease if we are unable to increase our pricing to our customers. Increased demand for truckloadover the road transportation services and changes in regulations may reduce available capacity and increase motor carrier pricing. In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a revenue loss. As our volumes increase or we increase freight rates charged to our customers, the resulting increase in revenues may increase our working capital needs due to our business model which generally has a higher length of days sales outstanding than days payables outstanding.
Changing fuel costs and interruptions of fuel supplies may have an impact on our net revenueadjusted gross profit margins. In our truckload transportation business, which is the largest source of our net revenues, fluctuating fuel prices may result in decreased net revenueadjusted gross profit margin. While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe that fuel costs essentially act as a pass-through cost to our truckload business. In times of fluctuating fuel prices, our net revenueadjusted gross profit margin may also fluctuate. Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profit divided by total revenues. For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

16
Table of Contents
Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight. We depend on independent third parties to provide truck, rail, ocean, and air services and to report certain events to us, including deliverybut not limited to, shipment status information and freight claims. These independent third parties may not fulfill their obligations to us, preventingwhich may prevent us from meeting our commitments to our customers. This reliance also could cause delays in reporting certain events, including recognizing revenue and claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. Many of these risks are beyond our control, including:
•equipment and driver shortages in the transportation industry, particularly among contracted truckloadmotor carriers;
•changes in regulations impacting transportation;
•disruption in the supply or cost of fuel;
•reduction or deterioration in rail service; and
•unanticipated changes in transportation rates.freight markets.
We are subject to negative impacts of changes in political and governmental conditions. Our operations are subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
changes in political conditions and in governmental policies;
changes in and compliance with international and domestic laws and regulations; and
wars, civil unrest, acts of terrorism, and other conflicts.
We may be subject to negative impacts of catastrophic events. A disruption or failure of our systems or operations in the event of a major earthquake, weather event, cyber-attack, heightened security measures, actual or threatened, terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions. A catastrophic event that results in the destruction or disruption of any of our critical business or information systems could harm our ability to conduct normal business operations and adversely impact our operating results.
Our international operations subject us to operational and financial risks. We provide services within and between foreign countries on an increasing basis. Our business outside of the United States is subject to various risks, including:
changes in tariffs, trade restrictions, trade agreements, and taxations;
difficulties in managing or overseeing foreign operations and agents;
limitations on the repatriation of funds because of foreign exchange controls;
different liability standards; and
intellectual property laws of countries that do not protect our rights in our intellectual property, including, but not limited to, our proprietary information systems, to the same extent as the laws of the United States.

The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.

As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations and exchange controls, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency translation exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.

Our ability to appropriately staff and retain employees is important to our variable cost model. Our continued success depends upon our ability to attract and retain a large group of motivated salespeople and other logistics professionals. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing level to our business needs. We cannot guarantee that we will be able to continue to hire and retain a sufficient number of qualified personnel. Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors. Continued success depends in large part on our ability to develop successful employees into managers.

We face substantial industry competition. Competition in the transportation services industry is intense and broad-based. We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third partythird-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, and on-demand transportation service providers. We also compete against carriers’ internal sales forces. In addition, customers can bring in-house some of the services we provide to them. We often buy and sell transportation services from and to many of our competitors. Increased competition could reduce our market opportunity and create downward pressure on freight rates, and continued rate pressure may adversely affect our net revenueadjusted gross profit and income from operations. In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a revenue loss.

We rely on technology to operate our business. We have internally developed the majority of our operating systems. Our continued success is dependent on our systems continuing to operate and to meet the changing needs of our customers and users. We rely on our technology staff and vendors to successfully implement changes to and maintain our operating systems in an efficient manner. If we fail to maintain and enhance our operating systems, we may be at a competitive disadvantage and lose customers.

As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, and computer hacking and phishing attacks have become more prevalent, have occurred on our systems in the past, and may occur on our systems in the future. Previous attacks on our systems have not had a material financial impact on our operations, but we cannot guarantee 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 that we may be an attractive target for such attacks.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of our systems and technical infrastructure to the satisfaction of our users may harm our reputation, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.

Because we manage our business on a decentralized basis, our operations may be materially adversely affected by inconsistent management practices. We manage our business on a decentralized basis through a network of offices throughout North America, Europe, Asia, Australia, New Zealand, and South America, supported by executives and shared and centralized services, with local management responsible for day-to-day operations, profitability, personnel decisions, the growth of the business, and adherence to applicable local laws. Our decentralized operating strategy can make it difficult for us to implement strategic decisions and coordinated procedures throughout our global operations. In addition, some of our offices operate with management, sales, and support personnel that may be insufficient to support growth in their respective location without significant central oversight and coordination. Our decentralized operating strategy could result in inconsistent management practices and materially and adversely affect our overall profitability and expose us to litigation.

Our earnings may be affected by seasonal changes in the transportation industry. Results of operations for our industry generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. Historically, operating income and earnings are lower in the first quarter than in the other three quarters. We believe this historical pattern has been the result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. 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 continue and we cannot guarantee that it will not adversely impact us in the future. Our results did not follow this pattern in 2017 due primarily to changing transportation costs and customer pricing in the second half of the year.

We are subject to claims arising from our transportation operations. We use the services of thousands of transportation companies in connection with our transportation operations. From time to time, the drivers employed and engaged by the carriers we contract with are involved in accidents, which may result in serious personal injuries. The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted carrier. Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for carriers, from time to time, claims may be asserted against us for their actions, or for our actions in retaining them. Claims against us may exceed the amount of our insurance coverage, or may not be covered by insurance at all. In addition, our automobile liability policy has a retention of $5 million per incident. A material increase in the frequency or severity of accidents, liability claims or workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability. Our involvement in the transportation of certain goods, including but not limited to hazardous materials, could also increase our exposure in the event one of our contracted carriers is involved in an accident resulting in injuries or contamination.

Our sourcing business is dependent upon the supply and price of fresh produce. The supply and price of fresh produce is affected by weather and growing conditions (such asincluding but not limited to flood, drought, freeze, insects, and disease)disease, and other conditions over which we have no control. Commodity prices can be affected by shortages or overproduction and are often highly volatile. If we are unable to secure fresh produce to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. To assure access to certain commodities, we occasionally make monetary advances to growers to finance their operations. Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops.

Buying and reselling fresh produce exposes us to possible product liability. Agricultural chemicals used on fresh produce are subject to various approvals, and the commodities themselves are subject to regulations on cleanliness and contamination. Product recallsOur earnings may be affected by seasonal changes or significant disruptions in the producetransportation industry. Results of operations for our industry generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. We believe this historical pattern has been the result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. Although seasonal changes in the transportation industry have been caused by concern about particular chemicals and alleged contamination, often leadingnot had a significant impact on our cash flow or results of operations, we expect this trend to lawsuits brought by consumers of allegedly affected produce. We may face claims for a variety of damages arising from the sale of produce, which may include potentially uninsured consequential damages. While we are insured for up to $201 million for product liability claims subject to a $250,000 per incident deductible, settlement of class action claims is often costly,continue and we cannot guarantee that our liability coverageit will be adequate and will continue to be available. If we have to recall produce, we may be required to bear the cost of repurchasing, transporting, and destroying any allegedly contaminated product, as well as consequential damages. We carry product recall insurance coverage of $50 million. This policy has a retention of $5 million per incident. Any recall or allegation of contamination could affect our reputation, particularly of our proprietary and/or licensed branded produce programs. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.

Our business depends upon compliance with numerous government regulations. Our operations may be regulated and licensed by various federal, state, and local transportation agenciesnot adversely impact us in the United States and similar governmental agencies in foreign countries in which we operate.

We are subject to licensing and regulation as a property freight broker and are licensed by the DOT to arrange for the transportation of property by motor vehicle.future. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. We are also subject to regulation by the Federal Maritime Commission as an ocean freight forwarder and a NVOCC, and we maintain separate bonds and licenses for each. We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the International Air Transport Association and federal regulations issued by the Transportation Security Administration. We provide customs brokerage services as a customs broker under a license issued by the Bureau of U.S. Customs and Border Protection. We also have and maintain other licenses as required by law.

We source fresh produce under a license issued by the U.S. Department of Agriculture. We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities. Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition.


Legislative or regulatory changes can affect the economics of the transportation industry may also be significantly impacted by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. As part of our logistics services, we operate leased warehouse facilities. Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations. We may experience an increase in operating costs,disruptions such as security costs, as a resultport congestion, the availability of governmental regulations that have beentransportation equipment, and will be adopted in response to terrorist activities and potential terrorist activities. No assurances can be given that we will be able to pass these increased costs on to our customers in the form of rate increases or surcharges, and our operations and profitabilitylabor shortages. These disruptions may suffer as a result.

Department of Homeland Security regulations applicable to our customers who import goods into the United States and our contracted ocean carriers can impact our ability to provide and/or receivetransportation services withfor our customers and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negativelyadversely impact our operations.

We cannot predict what impact future regulations may have on our business. Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocationresults of our operating permits and licenses.

Our contract carriers are subject to increasingly stringent laws protecting the environment, including those relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory requirements in the U.S. and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. If we are unable to pass such costs along to our customers, our business could be materially and adversely affected. Even without any new legislation or regulation, increased public concern regarding greenhouse gases emitted by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally sourced products and away from our services.cash flows.

We derive a significant portion of our total revenues and net revenues from our largest customers. Our top 100 customers comprise approximately 35 percent of our consolidated total revenues and 23 percent of consolidated net revenues. Our largest customer comprises approximately two percent of our consolidated total revenues. The sudden loss of many of our major clients could materially and adversely affect our operating results.

We may be unable to identify or complete suitable acquisitions and investments. We may acquire or make investments in complementary businesses, products, services, or technologies. We cannot guarantee that we will be able to identify suitable acquisitions or investment candidates. Even if we identify suitable candidates, we cannot guarantee that we will make acquisitions or investments on commercially acceptable terms, if at all. The timing and number of acquisitions we pursue may also cause volatility in our financial results. In addition, we may incur debt or be required to issue equity securities to pay for future acquisitions or investments. The issuance of any equity securities could be dilutive to our stockholders.

17
Table of Contents
Company risk factors
We rely on technology to operate our business. We have internally developed the majority of our operating systems and also rely on technology provided by third parties. Our continued success is dependent on our systems continuing to operate and to meet the changing needs of our customers and users. The continued automation of existing processes and usage of third-party technology and cloud network capacity will require adaptation and adjustments that may increase our exposure to cybersecurity risks and system availability reliance. We rely on our technology staff and third-party vendors to successfully implement changes to and maintain our operating systems in an efficient manner. If we fail to maintain, protect, and enhance our operating systems, we may be at a competitive disadvantage and lose customers.
As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, computer hacking, and phishing attacks have become more prevalent, have occurred on our operating systems in the past, and may occur on our operating systems in the future. Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee 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 that we may be an attractive target for such attacks. A loss for which we are not adequately insured could materially affect our financial results. The coverage we currently have in place may not apply to a particular loss or it may not be sufficient to cover all liabilities to which we may be subject.
Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of our operating systems and technical infrastructure to the satisfaction of our users may harm our reputation, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.
Our international operations subject us to operational and financial risks. We provide services within and between foreign countries on an increasing basis. Our business outside of the United States is subject to various risks, including:
•changes in tariffs, trade restrictions, trade agreements, and taxations;
•difficulties in managing, or overseeing foreign operations and agents;
•limitations on the repatriation of funds because of foreign exchange controls;
•different liability standards; and
•intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.
As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.
Our ability to appropriately staff and retain employees is important to our variable cost model. Our continued success depends upon our ability to attract and retain a large group of motivated salespeople and other logistics professionals. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it may be more difficult to match our staffing level to our business needs. We cannot guarantee that we will be able to continue to hire and retain a sufficient number of qualified personnel. Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors. Continued success depends in large part on our ability to develop successful employees into managers.
We derive a significant portion of our total revenue and adjusted gross profit from our largest customers. Our top 100 customers comprise approximately 33 percent of our consolidated total revenue and 26 percent of consolidated adjusted gross profit. Our largest customer comprises approximately two percent of our consolidated total revenue. The sudden loss of major customers could materially and adversely affect our operating results.
18
Table of Contents
We may have difficulties integrating acquired companies. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations. These risks could be heightened ifIf we complete a large acquisition or multiple acquisitions within a short period of time.time, we may experience heightened difficulties in integrating the acquired companies. We are required to integrate these businesses into our internal control environment, which may present challenges that are different than those presented by organic growth and that may be difficult to manage. If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected.

Our growth and profitability may not continue, which may result in a decrease in our stock price. Our long-term growth objective is to grow earnings per share by 10 percent. Long-term growth targets represent an over time perspective and do not necessarily represent an expected annual growth rate. There can be no assurance that our long-term growth objectivetargets will be achieved or that we will be able to effectively adapt our management, administrative, and operational systems to respond to any future growth. Future changes in and expansion of our business, or changes in economic or political conditions, could adversely affect our operating margins. Slower or less profitable growth or losses could adversely affect our stock price.

Governmental, regulatory, and legal risk factors
Changes to income tax regulations in the U.S. and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the U.S. and other jurisdictions where we operate. Changes to income tax laws and regulations in any of the jurisdictions where we operate could significantly increase our effective tax rate and reduce our operating cash flows.
We are subject to claims arising from our transportation operations. We use the services of thousands of transportation companies in connection with our transportation operations. From time to time, the drivers employed and engaged by the motor carriers we contract with are involved in accidents, which may result in serious personal injuries. The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier. We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance. We also require all contracted motor carriers to maintain workers compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts. Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment. Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining them. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. In addition, our automobile liability policy has a primary retention of $5 million per incident. A material increase in the frequency or severity of accidents, liability claims or workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability. Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination.
In North America, as a property freight broker, we are not legally liable for loss or damage to our customers' cargo. In our customer contracts, we may agree to assume cargo liability up to a stated maximum. We typically do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, or air freight businesses on international or domestic air shipments. Although we are not legally liable for loss or damage to our customers' cargo, from time to time, claims may be asserted against us for cargo losses. We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier. We also carry various liability insurance policies, including automobile and general liability, with a $155 million umbrella where we carry retentions between $0.5 million and $5 million.
19
Table of Contents
Buying and reselling fresh produce exposes us to possible product liability. Agricultural chemicals used on fresh produce are subject to various approvals, and the commodities themselves are subject to regulations on cleanliness and contamination. Product recalls in the produce industry have been caused by concern about particular chemicals and alleged contamination, often leading to lawsuits brought by consumers of allegedly affected produce. We may face claims for a variety of damages arising from the sale of produce, which may include potentially uninsured consequential damages. While we are insured for up to $155 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee that our coverage will be adequate and will continue to be available. If we have to recall produce, we may be required to bear the cost of repurchasing, transporting, and destroying any allegedly contaminated product, as well as associated consequential damages. We carry product recall and contamination insurance coverage of $30 million. A loss for which we are not adequately insured could materially affect our financial results. The coverage we currently have in place may not apply to a particular loss, or it may not be sufficient to cover all liabilities to which we may be subject. This policy has a retention of $3.5 million per incident. Any recall or allegation of contamination could affect our reputation, particularly of our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
Our business depends upon compliance with numerous government regulations. Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate.
We are subject to licensing and regulation as a property freight broker and are licensed by the DOT to arrange for the transportation of property by motor vehicle. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. We are also subject to regulation by the FMC as an ocean freight forwarder and NVOCC, and we maintain separate bonds and licenses for each. We operate as a Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the IATA and federal regulations issued by the TSA. We provide customs brokerage services as a customs broker under a license issued by the U.S. Customs and Border Protection and other authoritative governmental agencies. We also have and maintain other licenses as required by law.
We source fresh produce under a license issued by the USDA as required by PACA. We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities. Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition.
Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. As part of our logistics services, we operate owned or leased warehouse facilities. Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations. We may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been or will be adopted in response to terrorist activities and potential terrorist activities. No assurances can be given that we will be able to pass these increased costs on to our customers in the form of rate increases or surcharges, and our operations and profitability may be materially and adversely affected as a result.
Department of Homeland Security regulations applicable to our customers who import goods into the U.S. and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
We cannot predict what impact future regulations may have on our business. Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses.
Our contracted motor carriers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory requirements, including evolving transportation technology, in the U.S. and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. If we are unable to pass such costs along to our customers, our business could be materially and adversely affected. Even without any new legislation or regulation, increased public concern regarding greenhouse gases emitted by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally sourced products and away from our services.
20
Table of Contents
General risk factors
We are subject to negative impacts of changes in political and governmental conditions. Our operations are subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
•changes in political conditions and in governmental policies;
•changes in and compliance with international and domestic laws and regulations; and
•wars, civil unrest, acts of terrorism, and other conflicts.
We may be subject to negative impacts of catastrophic events, including the physical impacts of climate change. A disruption or failure of our systems or operations in the event of a major earthquake, weather event, cyber-attack, heightened security measures, actual or threatened terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions. A catastrophic event that results in the destruction or disruption of any of our critical business or information systems could harm our ability to conduct normal business operations and adversely impact our operating results.
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. We have experienced changes and volatility in demand, including declines in certain industries and regions, along with volatile pricing. In response to the COVID-19 pandemic, we have adopted work-from-home arrangements, and many of our employees are working remotely while executing their duties and responsibilities. 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 COVID-19 variants, and the effectiveness of local, state, federal, and international actions that are being taken to contain and treat it. 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. 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.

ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2.
ITEM 2. PROPERTIES
Our corporate headquarters is in Eden Prairie, Minnesota. The total square footage of our fourfive buildings, three of which we own, in Eden Prairie is 357,000.400,000. This total includes approximately 221,000 square feet used for our corporate and shared services, oura data center of approximately 18,000 square feet, and 118,000feet.
We also own an office in Kansas City, Missouri, of approximately 201,000 square feetfeet. We lease approximately 250 locations used for office operations.space in 215 cities around the world, most notably a fifteen year lease that commenced in August 2018, of approximately 207,000 square feet in Chicago, Illinois. In addition, we lease warehouse space totaling approximately 4.5 million square feet in 29 locations primarily within the United States 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 threeone to fifteen years. Our office locations range in space from 1,000 to 208,000207,000 square feet. Because we are a global enterprise characterized by substantial intersegment cooperation, properties are often used by multiple business segments. The following table lists
We continue to optimize our office locations of greater than 20,000 square feet:
Location
Approximate
Square Feet
Kansas City, MO(1)
208,000
Eden Prairie, MN153,000
Eden Prairie, MN(1)
105,000
Eden Prairie, MN(1)
81,000
Chicago, IL(1)
80,000
Wood Dale, IL72,000
Chicago, IL48,000
Shanghai, China43,000
Auburn Hills, MI41,000
Atlanta, GA40,000
Amsterdam, Netherlands37,000
Oronoco, MN(1)
32,000
Miami, FL25,200
Woodridge, IL22,000
Minneapolis, MN21,000
 ____________________________
(1)These properties are owned. All other properties in the table above are leased from third parties.

We also own or lease warehouses totaling approximately 1.5 million square feet of space in nearly 40 cities aroundreal estate footprint across the world. The following table lists our warehouses over 50,000 square feet:
Location
Approximate
Square Feet
Carson, CA228,000
Des Plaines, IL219,000
Rancho Dominguez, CA130,000
San Bernardino, CA105,000
Atlanta, GA95,000
Bethlehem, PA85,000
Vancouver, WA79,000
Edinburg, TX72,000
Miramar, FL67,000
Bydgoszcz, Poland52,000
Cobden, IL(1)
52,000
 ____________________________
(1)This property is owned. All other properties in the table above are leased from third parties.

network, as we expect flexible work arrangements to become more prominent. We consider our current office spaces and warehouse facilities adequate for our current level of operations. We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases expire. We have entered into a lease for a building to be built in Chicago, Illinois, with a substantial completion date in 2018. The leaseexpire if necessary.

21
Table of approximately 200,000 square feet will replace certain current space in Chicago that we own.
Contents

ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.


ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

22
T
PART II


ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock began trading on The NASDAQNasdaq National Market under the symbol “CHRW” on October 15, 1997, and currently trades on the NASDAQNasdaq Global Select Market.
Quarterly market information can be found in Part II, Item 8. Financial Statements and Supplementary Data, Note 12.Market under the symbol “CHRW”.
On February 22, 2018,16, 2022, the closing sales price per share of our common stock as quoted on the NASDAQNasdaq Global Select Market was $90.09$90.41 per share. On February 22, 2018,16, 2022, there were approximately 140133 holders of record andrecord. On February 11, 2022, there were approximately 79,442165,784 beneficial owners of our common stock.
We declared quarterly dividends during 2016 aggregating to $1.74 per share and quarterly dividends during 2017 aggregating to $1.81 per share. We have declared a quarterly dividend of $0.46 per share payable to shareholders of record as of March 2, 2018, payable on March 30, 2018. Our declaration of dividends is subject to the discretion of the Board of Directors. Any determination as to the payment of dividends will depend upon our results of operations, capital requirements and financial condition, and such other factors as the Board of Directors may deem relevant. Accordingly, there can be no assurance 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, 2017:
 
Total Number
of Shares
Purchased (a)
 
Average Price
Paid Per
Share
 
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs (a)
 
Maximum Number of
Shares That May Yet Be Purchased Under the
Plans or Programs (b)
October 1, 2017-October 31, 2017573,266
 $77.49
 567,793
 2,086,508
November 1, 2017-November 30, 201741,124
 80.30
 37,307
 2,049,201
December 1, 2017-December 31, 201758,011
 87.60
 57,044
 1,992,157
Fourth quarter 2017672,401
 $78.53
 662,144
 1,992,157
2021:
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)
October 2021530,521 $94.66 527,120 2,668,385 
November 2021319,867 94.56 311,005 2,357,380 
December 2021725,257 101.77 721,992 21,635,388 
Fourth quarter 20211,575,645 $97.91 1,560,117 21,635,388 
________________________________ 
(a) (1)The total number of shares purchased includes: (i) 662,1441,560,117 shares of common stock purchased under the authorization described below; and (ii) 10,25715,528 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

(b) In August 2013,(2)On December 9, 2021, the Board of Directors increased the numbercompany’s share repurchase authorization by an additional 20,000,000 shares of shares authorized to be repurchased by 15,000,000 shares.common stock. As of December 31, 2017,2021, there were 1,992,15721,635,388 shares remaining for future repurchases under this authorization. Purchases canrepurchases. Repurchases may be made from time to time at prevailing prices in the open market or in privately negotiated transactions, including Rule 10b5-1 planssubject to market conditions and accelerated share repurchase programs.other factors.



23
Table of Contents
The graph below compares the cumulative 5-year total return of holders of C.H. Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index, the NASDAQNasdaq Transportation index, and the S&P Midcap 400 index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2012,2016 to December 31, 2017.2021.
chrw-20211231_g2.jpg
December 31,December 31,
2012 2013 2014 2015 2016 2017201620172018201920202021
C.H. Robinson Worldwide, Inc.$100.00
 94.59
 124.24
 105.33
 127.44
 158.69
C.H. Robinson Worldwide, Inc.
$100.00 $124.53 $120.03 $114.38 $140.70 $164.87 
S&P 500$100.00
 132.39
 150.51
 152.59
 170.84
 208.14
S&P 500
100.00 121.83 116.49 153.17 181.35 233.41 
S&P Midcap 400$100.00
 133.50
 146.54
 143.35
 173.08
 201.20
S&P Midcap 400
100.00 116.24 103.36 130.44 148.26 184.96 
NASDAQ Transportation$100.00
 133.76
 187.65
 162.30
 193.79
 248.92
Nasdaq Transportation
Nasdaq Transportation
100.00 123.35 110.84 133.75 137.58 165.72 
The stock price performance included in this graph is not necessarily indicative of future stock price performance.


ITEM 6. RESERVED
24
ITEM 6.SELECTED FINANCIAL DATA
This table includes selected financial data for the last five years (amounts in thousands, except per share amounts and operating data for employees). This financial data should be read together with our consolidated financial statements and related notes, Management’s Discussion and Analysis
Table of Financial Condition and Results of Operations, and other financial data appearing elsewhere in this report.
Contents
STATEMENT OF OPERATIONS DATA         

Year Ended December 31,
2017 2016 2015 2014 2013
Total revenues$14,869,380
 $13,144,413
 $13,476,084
 $13,470,067
 $12,752,076
Net revenues2,368,050
 2,277,528
 2,268,480
 2,007,652
 1,836,095
Income from operations775,119
 837,531
 858,310
 748,418
 682,650
Net income504,893
 513,384
 509,699
 449,711
 415,904
Net income per share         
Basic$3.59
 $3.60
 $3.52
 $3.06
 $2.65
Diluted$3.57
 $3.59
 $3.51
 $3.05
 $2.65
Weighted average number of shares outstanding (in thousands)         
Basic140,610
 142,706
 144,967
 147,202
 156,915
Diluted141,382
 142,991
 145,349
 147,542
 157,080
Dividends per share$1.81
 $1.74
 $1.57
 $1.43
 $1.40
          
BALANCE SHEET DATA         
As of December 31,         
Working capital$523,487
 $162,384
 $282,101
 $529,599
 $394,504
Total assets4,235,834
 3,687,758
 3,184,358
 3,214,338
 2,802,818
Current portion of debt715,000
 740,000
 450,000
 605,000
 375,000
Long-term notes payable750,000
 500,000
 500,000
 500,000
 500,000
Stockholders’ investment1,425,745
 1,257,847
 1,150,450
 1,047,015
 939,724
          
OPERATING DATA         
As of December 31,         
Employees15,074
 14,125
 13,159
 11,521
 11,676



ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. Our company.mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers. We are a global provider ofprovide freight transportation services and logistics solutions operatingto companies of all sizes in a wide variety of industries. We operate through a network of offices in North America, Europe, Asia, Australia, New Zealand,Oceania, and South America. AsWe offer a third party logistics provider, we enter into contractual relationships with a wide varietyglobal suite of transportation companies,services using tailored, market-leading differentiated technology built by and utilize those relationships to efficiently and cost effectively transportfor our customers’ freight. We have contractual relationships with approximately 73,000 active transportation companies in 2017, including motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. Depending on the needsglobal network of our customer and their supply chain requirements, we selectexperts working with our customers to drive better outcomes by leveraging our experience, data, technology, and hire the appropriate transportation for each shipment. scale. Our model enables us to be flexible and provide solutions that optimize service for our customers.
In addition to transportation and logistics services, we also provide sourcing services. Our sourcing business consists of buying, selling, and marketing fresh produce. We purchase fresh produce through ourglobal network of produce supplierssupply chain experts works with our customers to drive better supply chain outcomes by leveraging our experience, data, technology, and sell itscale.
Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to grocery retailers, restaurants, foodservice distributors,directly serve our customers and produce wholesalers. In some cases, we also arrange the transportation of the produce we sell through our relationships with specialized transportation companies. Transportation revenues generatedcontracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by Robinson Freshtotal revenues. We believe adjusted gross profit and adjusted gross profit margin are included in our transportation service line in the first two tables below, but are included in Robinson Fresh in the segment revenue table below.
Our reportable segments are North American Surface Transportation (“NAST”), Global Forwarding, Robinson Fresh, and All Other and Corporate. The All Other and Corporate segment includes Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. We group offices primarily by services they provide. For financial information concerning our reportable segments and geographic regions, refer to Note 9 of our consolidated financial statements.
Our business model. We are primarily a service company. We add value and expertise in the procurement and execution of transportation and logistics, including sourcing of produce products for our customers. Our total revenues represent the total dollar value of services and goods we sell to our customers. Our net revenues are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Our net revenues are the primary indicatoruseful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider themadjusted gross profit to be oura primary performance measurement. Accordingly, the discussion of our results of operations belowoften focuses on the changes in our net revenues.adjusted gross profit and adjusted gross profit margin. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):
Twelve Months Ended December 31,
202120202019
Revenues:
Transportation$22,046,574 $15,147,562 $14,322,295 
Sourcing1,055,564 1,059,544 987,213 
Total revenues23,102,138 16,207,106 15,309,508 
Costs and expenses:
Purchased transportation and related services18,994,574 12,834,608 11,839,433 
Purchased products sourced for resale955,475 960,241 883,765 
Direct internally developed software amortization20,208 16,634 11,492 
Total direct costs19,970,257 13,811,483 12,734,690 
Gross profit / Gross profit margin3,131,881 13.6 %2,395,623 14.8 %2,574,818 16.8 %
Plus: Direct internally developed software amortization20,208 16,634 11,492 
Adjusted gross profit / Adjusted gross profit margin$3,152,089 13.6 %$2,412,257 14.9 %$2,586,310 16.9 %

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We keepbelieve adjusted operating margin is a useful measure of our business model as variable as possible to allow us to be flexible and adapt to changing economic and industry conditions. We sell transportation services and produceprofitability in comparison to our customersadjusted gross profit, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):
Twelve Months Ended December 31,
202120202019
Total revenues$23,102,138 $16,207,106 $15,309,508 
Operating income1,082,108 673,268 789,976 
Operating margin4.7 %4.2 %5.2 %
Adjusted gross profit$3,152,089 $2,412,257 $2,586,310 
Operating income1,082,108 673,268 789,976 
Adjusted operating margin34.3 %27.9 %30.5 %
25
Table of Contents
MARKET TRENDS
The North American surface transportation market experienced extremely tight carrier capacity in 2021 as strong demand combined with varied pricing arrangements. Some prices are committedongoing driver availability and supply chain disruptions caused by port congestion and weather events drove purchased transportation to forhistoric levels. This compared to an extremely volatile market in 2020 resulting from the early stages of the COVID-19 pandemic and restrictions implemented to control the outbreak, which drove significant volatility in customer demand and carrier capacity. Industry freight volumes, as measured by the Cass Freight Index, increased approximately 13 percent in 2021 compared to 2020 and experienced growth in each quarter of 2021 compared to 2020. This compared to a perioddecline of time, subjectapproximately eight percent in 2020 compared to certain terms and conditions, and some prices are set on a spot market basis. We buy most2019 with significant volatility over the course of our truckload transportation capacity and produce on a spot market basis. Because2020. One of this, our net revenue per transaction tendsthe metrics we use to increase in times when there is excess supply and decrease in times when demand is strong relative to supply.
In 2017, changingmeasure market conditions continuedis the truckload routing guide depth from our Managed Services business. Routing guide depth is calculated as a simple average of all accepted shipments over all tender instances for any shipment facilitated by our Managed Services business. The average routing guide depth was 1.7 in 2021 compared to impact our results. We had volume increases1.4 in all of our service lines, and experienced pricing and cost increases in nearly all of our service lines, which negatively impacted our margins. Truckload margin compression was a challenge to our earnings per share during much of the year. In August 2017, we acquired Milgram & Company Ltd. (“Milgram”), a provider of freight forwarding, customs brokerage, and surface transportation primarily in Canada. Milgram operates primarily in our Global Forwarding segment.
In 2016, changing market conditions impacted our results. We had volume increases in nearly all of our service lines, but also experienced pricing declines, which impacted our net revenue margins. Truckload margin compression was a challenge to our earnings per share2020. The average routing guide depth increased steadily during the second half of 2020 and finished in line with those seen over the year.duration of 2021.
The global forwarding market has also been significantly impacted by supply chain disruptions caused by ongoing port congestion along with equipment and labor shortages in 2021. These disruptions combined with strong demand have continued to drive purchased transportation costs for both ocean and air freight to historic levels. As with the North American surface transportation market, this compared to the significant volatility seen in 2020 resulting from the COVID-19 pandemic. In September 2016,2020, the COVID-19 pandemic resulted in a sharp decline in commercial air freight capacity and periods of significantly reduced ocean freight demand due to factory closures followed by a rapid surge of demand in the second half of 2020 when production resumed and companies began to replenish low inventory levels amidst the market uncertainty.
BUSINESS TRENDS
Our 2021 surface transportation results were impacted by the rising cost and price environment summarized in the market trends section above. We did not, however, experience the significant year over year volume volatility seen in the industry as measured by the Cass Freight Index. Industry freight volumes increased approximately 13 percent in 2021 compared to a decline of eight percent in 2020. Our combined NAST truckload and LTL volume increased 5.5 percent in both 2021 and 2020. The COVID-19 pandemic had a significant impact on our small business customers in 2020 as our customer count decreased nearly 12 percent, driven almost entirely by small and emerging market customers. Throughout the COVID-19 pandemic we completedhave continued to work with our customers to meet our contractual commitments, which has resulted in a higher than normal percentage of shipments with negative adjusted gross profit margins and less volatility in our combined NAST truckload and LTL volumes as compared to the acquisition of APC Logistics (“APC”),Cass Freight Index. We have continued to reshape our portfolio by adapting our pricing to reflect the rising cost environment and participating to a privately held company basedgreater extent in Australia, for the purpose of expandingspot market. The strong demand and tight carrier capacity conditions in 2021 resulted in our average truckload linehaul cost per mile, excluding fuel costs, increasing 30.5 percent. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 29.0 percent in 2021.
In our global presenceforwarding business, we continued to experience significant increases in purchased transportation costs for both ocean and bringing additional capabilitiesair freight due to the disruption caused by port congestion in addition to the equipment and expertise to our portfolio. APC provides international freightlabor shortages impacting the global forwarding and customs brokerage servicesmarket. This along with increased volumes has resulted in Australia and New Zealand. APC operatesstrong growth in our Global Forwarding segment.
Fuel prices declined throughout 2015, which contributed to slower growth of ourboth total revenues and cost of transportation for our ocean and air freight services. Ocean volumes increased 17.0 percent in 2021 with strong growth in nearly all regions we serve, driven by higher award sizes from existing customers and new customer growth in addition to the adverse impact to 2020 results from factory closures during the early stages of the COVID-19 pandemic. Throughout 2021 and 2020, we have augmented our air freight capacity with charter flights due to the significant commercial capacity shortages in the market, which have resulted in larger than normal shipment sizes as compared to our pre-pandemic operations.
On June 3, 2021, we acquired Combinex Holding B.V. (“Combinex”) to strengthen our European road transportation presence, for $14.7 million in cash. On March 2, 2020, we acquired Prime Distribution Services (“Prime Distribution” or “Prime”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the NAST segment in our consolidated financial statements since March 1, 2020.




26
Table of Contents
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select 2021 year-over-year operating comparisons to 2020:
•Total revenues increased 42.5 percent to $23.1 billion, driven primarily by higher pricing and higher volume across most of our services.
•Gross profits increased 30.7 percent to $3.1 billion. Adjusted gross profits increased 30.7 percent to $3.2 billion, primarily driven by higher adjusted gross profit per transaction and higher volume across most of our services.
•Personnel expenses increased 24.2 percent to $1.5 billion, primarily due to higher incentive compensation costs and a 4.2 percent increase in average headcount, and also due to the benefit realized in 2020 from our short-term, pandemic-related cost reduction initiatives.
•Selling, general, and administrative (“SG&A”) expenses increased 6.1 percent to $526.4 million, primarily due to the increases in purchased services and warehouse expenses, partially offset by decreases in amortization and bad debt expenses and by an $11.5 million loss on the sale-leaseback of a company-owned data center in 2020.
•Income from operations totaled $1.1 billion, up 60.7 percent from last year due to an increase in our transportation net revenue margins. In 2015, we completedadjusted gross profits, partially offset by the acquisitionincrease in operating expenses. Adjusted operating margin of Freightquote.com, Inc. (“Freightquote”), a privately held freight broker based in Kansas City, Missouri. Freightquote provides services throughout North America. The acquisition enhances and brings synergies to our LTL and truckload businesses, and expands our ecommerce capabilities. Freightquote operates in our NAST segment.34.3 percent increased 640 basis points.

We keep our personnel•Interest and other operating expenses as variable as possible. Compensation is tiedtotaled $59.8 million, which primarily consisted of $52.1 million of interest expense, which increased $3.0 million versus last year due to productivitya higher average debt balance. The current year also included a $15.1 million unfavorable impact from foreign currency revaluation and performance. Each office is responsiblerealized foreign currency gains and losses. These expenses were partially offset by a $2.9 million local government subsidy in Asia for its hiringachieving specified performance criteria that was almost entirely offset by a reduction in foreign tax credits within the provision for income taxes.
•The effective tax rate for 2021 was 17.4 percent compared to 19.4 percent in 2020. The rate decrease was due primarily to a favorable mix of foreign earnings and headcount decisions, based on the needsan increased benefit related to U.S. tax credits and incentives.
•Net income totaled $844.2 million, up 66.7 percent from a year ago. Diluted earnings per share increased 69.6 percent to $6.31.
•Cash flow from operations decreased 81.0 percent to $95.0 million.
27
Table of their office and to balance personnel resources with business requirements. This helps keep our personnel expense as variable as possible with the business.Contents
Our office network. Our office network is a competitive advantage. Building local customer and contract carrier relationships has been an important part of our success, and our worldwide network of offices supports our core strategy of serving customers locally, nationally, and globally. Our network of offices helps us penetrate local markets, provides face-to-face service when needed, and enables us to recruit contract carriers. Our network also gives us knowledge of local market conditions, which is important in the transportation industry because it is market driven and very dynamic.
Our people. Because we are a service company, our continued success is dependent on our ability to continue to hire and retain talented, productive people, and to properly align our headcount and personnel expense with our business. Our headcount increased by 949 employees during 2017, which includes approximately 325 employees added as a result of the Milgram acquisition. Compensation programs are performance-based and cash incentives are directly tied to productivity and performance. Most network management compensation is dependent on the profitability of their particular office. We believe this makes our employees more service-oriented and focused on driving growth and maximizing office productivity. All of our managers and certain other employees who have significant responsibilities are eligible to receive equity awards because we believe these awards are an effective tool for creating long-term ownership and alignment between employees and our shareholders.
Our customers. In 2017, we worked with more than 120,000 customers. We work with a wide variety of companies, ranging in size from Fortune 100 companies to small family businesses, in many different industries. Our customer base is very diverse and unconcentrated. In 2017, our top 100 customers represented approximately 35 percent of our total revenues and approximately 23 percent of our net revenues. Our largest customer was approximately two percent of our total revenues.
Our contracted carriers. Our contracted carrier base includes motor carriers, railroads (primarily intermodal service providers), air freight, and ocean carriers. In 2017, we worked with approximately 73,000 transportation providers worldwide, up from approximately 71,000 in 2016. Motor carriers with fewer than 100 tractors transported approximately 82 percent of our truckload shipments in 2017. In our transportation business, no single contracted carrier represents more than approximately two percent of our contracted carrier capacity.

CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our total revenues by service line (dollars in thousands):
For the years ended December 31,2017 2016 Change 2015 Change
Transportation$13,502,906
 $11,704,745
 15.4 % $11,989,780
 (2.4)%
Sourcing1,366,474
 1,439,668
 (5.1)% 1,486,304
 (3.1)%
Total$14,869,380
 $13,144,413
 13.1 % $13,476,084
 (2.5)%

The following table illustrates our net revenue margins by service line:
For the years ended December 31,2017 2016 2015
Transportation16.6% 18.4% 17.9%
Sourcing9.0% 8.5% 8.1%
Total15.9% 17.3% 16.8%

The following table summarizes our net revenues by service line (dollars in thousands):
For the years ended December 31,2017 2016 Change 2015 Change
Net revenues:         
Transportation         
Truckload$1,229,999
 $1,257,191
 (2.2)% $1,316,533
 (4.5)%
LTL (1)
407,012
 381,817
 6.6 % 360,706
 5.9 %
Intermodal29,145
 33,482
 (13.0)% 41,054
 (18.4)%
Ocean290,630
 244,276
 19.0 % 223,643
 9.2 %
Air100,761
 82,167
 22.6 % 79,096
 3.9 %
Customs70,952
 50,509
 40.5 % 43,929
 15.0 %
Other Logistics Services117,117
 105,369
 11.1 % 82,548
 27.6 %
Total Transportation2,245,616
 2,154,811
 4.2 % 2,147,509
 0.3 %
Sourcing122,434
 122,717
 (0.2)% 120,971
 1.4 %
Total$2,368,050
 $2,277,528
 4.0 % $2,268,480
 0.4 %
__________________________
(1)Less than truckload (“LTL”).

The following table represents certain statements of operations data, shown as percentages of our net revenues:
For the years ended December 31,2017 2016 2015
Net revenues100.0 % 100.0 % 100.0 %
Operating expenses:     
Personnel expenses49.8 % 46.8 % 46.3 %
Other selling, general, and administrative expenses17.5 % 16.4 % 15.8 %
Total operating expenses67.3 % 63.2 % 62.2 %
Income from operations32.7 % 36.8 % 37.8 %
Interest and other expense(2.0)% (1.1)% (1.6)%
Income before provision for income taxes30.8 % 35.7 % 36.3 %
Provision for income taxes9.4 % 13.1 % 13.8 %
Net income21.3 % 22.5 % 22.5 %


The following table summarizes our results by reportable segmentof operations (dollars in thousands)thousands, except per share data):
Twelve Months Ended December 31,
20212020% change2019% change
Revenues:
Transportation$22,046,574 $15,147,562 45.5 %$14,322,295 5.8 %
Sourcing1,055,564 1,059,544 (0.4)%987,213 7.3 %
Total revenues
23,102,138 16,207,106 42.5 %15,309,508 5.9 %
Costs and expenses:
Purchased transportation and related services$18,994,574 $12,834,608 48.0 %$11,839,433 8.4 %
Purchased products sourced for resale955,475 960,241 (0.5)%883,765 8.7 %
Personnel expenses1,543,610 1,242,867 24.2 %1,298,528 (4.3)%
Other selling, general, and administrative expenses526,371 496,122 6.1 %497,806 (0.3)%
Total costs and expenses
22,020,030 15,533,838 41.8 %14,519,532 7.0 %
Income from operations
1,082,108 673,268 60.7 %789,976 (14.8)%
Interest and other expense(59,817)(44,937)33.1 %(47,719)(5.8)%
Income before provision for income taxes
1,022,291 628,331 62.7 %742,257 (15.3)%
Provision for income taxes178,046 121,910 46.0 %165,289 (26.2)%
Net income
$844,245 $506,421 66.7 %$576,968 (12.2)%
Diluted net income per share
$6.31 $3.72 69.6 %$4.19 (11.2)%
Average headcount
15,761 15,119 4.2 %15,551 (2.8)%
Adjusted gross profit margin percentage(1)
Transportation13.8%15.3%(150 bps)17.3%(200 bps)
Sourcing9.5%9.4%10 bps10.5%(110 bps)
Total adjusted gross profit margin13.6%14.9%(130 bps)16.9%(200 bps)
 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Twelve months ended December 31, 2017           
Revenues$9,728,810
 $2,140,987
 $2,415,740
 $583,843
 $—
 $14,869,380
  Intersegment revenues462,390
 30,198
 167,292
 18,174
 (678,054) —
Total Revenues10,191,200
 2,171,185
 2,583,032
 602,017
 (678,054) 14,869,380
Net Revenues1,525,064
 485,280
 226,059
 131,647
 —
 2,368,050
Operating Income628,110
 91,842
 53,374
 1,793
 —
 775,119
            
Twelve months ended December 31, 2016           
Revenues$8,737,716
 $1,574,686
 $2,344,131
 $487,880
 $—
 $13,144,413
  Intersegment revenues298,438
 30,311
 119,403
 2,211
 (450,363) —
Total Revenues9,036,154
 1,604,997
 2,463,534
 490,091
 (450,363) 13,144,413
Net Revenues1,524,355
 397,537
 234,794
 120,842
 —
 2,277,528
Operating Income674,436
 80,931
 75,757
 6,407
 —
 837,531
            
Twelve months ended December 31, 2015           
Revenues$8,968,349
 $1,639,944
 $2,395,440
 $472,351
 $—
 $13,476,084
  Intersegment revenues271,557
 19,102
 89,033
 2,107
 (381,799) —
Total Revenues9,239,906
 1,659,046
 2,484,473
 474,458
 (381,799) 13,476,084
Net Revenues1,564,917
 365,467
 235,334
 102,762
 —
 2,268,480
Operating Income/(Loss)718,329
 76,081
 81,332
 (17,432) —
 858,310
________________________________ 

(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2021, to the twelve months ended December 31, 2020. A similar discussion and analysis that compares the twelve months ended December 31, 2020, to the twelve months ended December 31, 2019, can be found in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our 2020 Annual Report on Form 10-K filed with the SEC on February 19, 2021.
2017 COMPARED TO 2016A reconciliation of our reportable segments to our consolidated results can be found in Note 9, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K.
Consolidated Results of Operations—Twelve Months Ended December 31, 2021 Compared to Twelve Months Ended December 31, 2020
Total revenues and directrelated costs. Total transportation revenues and purchased transportation and related services increased 15.4 percent to $13.5 billionsignificantly driven by higher pricing and volumes in 2017 from $11.7 billion in 2016. This increase in transportation revenuesmost service lines, most notably ocean and truckload services. The higher pricing was driven by the continued supply chain disruptions impacting both the global forwarding and surface transportation market discussed above in the market and business trends sections. The prior year period was also impacted by the early stages of the COVID-19 pandemic, which resulted in significant volatility to both pricing and volumes. Much of this volatility was the result of restrictions in place to control the outbreak, which resulted in the sharp decline in commercial air freight capacity and periods of significantly reduced ocean freight demand due to factory closures. This was followed by periods of rapid demand increases when production resumed and companies began to replenish low inventory levels amidst the market uncertainty and elevated demand for essential products.
28
Our sourcing total revenues and purchased products sourced for resale decreased due to lower pricing and costs per case, which was partially offset by higher case volume most notably in the foodservice industry, which was significantly impacted by the COVID-19 pandemic in the prior year.
Gross profits and adjusted gross profits. Our transportation adjusted gross profit increased driven by increased pricing and volumes in nearly all service lines, most notably ocean and truckload services, resulting in higher adjusted gross profits per transaction. Our transportation adjusted gross profit margin decreased driven by the significant increase in the cost of purchased transportation and related services in nearly all service lines. The prior year period also included significant volatility in both volumes and the cost of purchased transportation due to the impact of the COVID-19 pandemic. We have continued to meet our customer commitments since the early stages of the COVID-19 pandemic, which has resulted in adjusted gross profit margin compression especially during periods of extreme volatility in the cost of capacity relative to our contractual customer pricing. Sourcing adjusted gross profits increased driven by an increase in case volume from sourcing managed procurement customers in the foodservice industry as the prior year period experienced a significant decrease in demand resulting from the COVID-19 pandemic. This increase was partially offset by a decrease in case volume with retail customers.
Operating expenses. Personnel expenses increased primarily due to incentive compensation increases reflecting the strong results in the current year, an increase in average headcount, and the impact of steps taken to reduce costs in response to the COVID-19 pandemic in the prior year, including furloughs, reduced work hours, and the temporary suspension of the company match to retirement plans for U.S. and Canadian employees in addition to increased health insurance costs. Stock-based compensation expense recognized on performance-based equity awards granted prior to 2021 totaled $62.0 million in the current year compared to none in the prior year. There is no remaining stock-based compensation expense to recognize on our 2017 and 2018 performance-based equity awards while 20 percent remains on our 2019 and 2020 performance-based equity awards. Refer to Note 6, Capital Stock and Stock Award Plans, for further discussion related to our stock-based compensation plan.
Other SG&A expenses increased due to increased purchased services and warehouse expenses, partially offset by decreases in amortization due to the completion of amortization related to intangible assets from a prior acquisition and bad debt expenses and the impact of an $11.5 million loss on the sale-leaseback of a company-owned data center in the prior year period.
Interest and other expense. Interest and other expense of $59.8 million primarily consisted of $52.1 million of interest expense and a $15.1 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses in 2021. These expenses were partially offset by a $2.9 million local government subsidy in Asia for achieving specified performance criteria that was almost entirely offset by a reduction in foreign tax credits within the provision for income taxes. Interest expense increased driven by a higher average debt balance compared to the prior year period. The prior year period included a $3.3 million favorable impact of foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes. Our effective income tax rate was 17.4 percent in 2021 and 19.4 percent in 2020. The effective income tax rate for the twelve months ended December 31, 2021, was lower than the statutory federal income tax rate primarily due to the tax benefit from U.S. tax credits and incentives, and a lower tax rate on foreign earnings. These impacts were partially offset by state income taxes, net of federal benefits. The effective income tax rate for the twelve months ended December 31, 2020, was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, including the tax benefit from the delivery of a one-time deferred stock award that was granted to our prior Chief Executive Officer in 2000 and excess foreign tax credits. These impacts were partially offset by state income taxes, net of federal benefits and foreign income taxes.
29
NAST Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands)20212020% change2019% change
Total revenues$14,507,917 $11,312,553 28.2 %$11,283,692 0.3 %
Costs and expenses:
Purchased transportation and related services12,714,964 9,795,462 29.8 %9,486,323 3.3 %
Personnel expenses779,435 624,358 24.8 %698,187 (10.6)%
Other selling, general, and administrative expenses428,167 384,258 11.4 %376,419 2.1 %
Total costs and expenses
13,922,566 10,804,078 28.9 %10,560,929 2.3 %
Income from operations$585,351 $508,475 15.1 %$722,763 (29.6)%
Twelve Months Ended December 31,
20212020% change2019% change
Average headcount
6,764 6,811 (0.7)%7,354 (7.4)%
Service line volume statistics
Truckload2.5 %— %
LTL8.0 %9.5 %
Adjusted gross profits(1)
Truckload$1,192,644 $981,420 21.5 %$1,275,199 (23.0)%
LTL517,500 452,033 14.5 %471,616 (4.2)%
Other82,809 83,638 (1.0)%50,554 65.4 %
Total adjusted gross profits$1,792,953 $1,517,091 18.2 %$1,797,369 (15.6)%
________________________________ 
(1) Adjusted gross profits is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2021 Compared to Twelve Months Ended December 31, 2020
Total revenues and related costs. NAST total revenues increased due to higher pricing in truckload and, to a lesser extent, higher pricing in LTL services in addition to volume increases in all of our transportation servicesboth LTL and truckload services. The increased customer pricing in most services.truckload was driven by tight carrier capacity caused by driver availability challenges and the supply chain disruptions facing the industry as discussed above in the market and business trends sections. The prior year was adversely impacted by weakening demand during the early stages of the COVID-19 pandemic, which resulted in industry volume decreases. Total purchased transportation and related services increased, 17.9 percentdriven by higher average truckload linehaul costs per mile in 2017addition to $11.3 billion from $9.5 billion in 2016. This increase was due to increasedhigher purchased transportation costs per transaction in LTL services and higher volumesvolume increases in nearly all of our transportationboth LTL and truckload services. Total sourcing revenues decreased 5.1 percent to $1.37 billion in 2017 from $1.44 billion in 2016. Purchased products sourced for resale decreased 5.5 percent in 2017 to $1.2 billion from $1.3 billion in 2016. These decreases were primarily due to lower market pricing
Gross profits and change in service mix.
Net revenues. Total transportation net revenuesadjusted gross profits. NAST adjusted gross profits increased, 4.2 percent in 2017 to $2.25 billion from $2.15 billion in 2016. Our transportation net revenue margin decreased to 16.6 percent in 2017 from 18.4 percent in 2016. This decrease in net revenue margin was driven by increases in transportation costs, including fuel. Total sourcing net revenues decreased 0.2 percent to $122.4 million in 2017 from $122.7 million in 2016. This decrease was primarily due to a decrease in net revenueincreased adjusted gross profits per case, partially offset by a case volume increase across a variety of commodities and services. Sourcing net revenue margin increased to 9.0 percent in 2017 from 8.5 percent in 2016.
Operating expenses. Operating expenses consist of personnel and selling, general, and administrative expenses. Operating expenses increased 10.6 percent to $1.6 billion in 2017 from $1.4 billion in 2016. This was due to an increase of 10.8 percent in personnel expenses and an increase of 10.2 percent in other selling, general, and administrative expenses. As a percentage of net revenues, operating expenses increased to 67.3 percent in 2017 from 63.2 percent in 2016.
Our personnel expenses are driven primarily by headcount and earnings growth. In 2017, personnel expenses increased 10.8 percent to $1.2 billion from $1.1 billion in 2016. Personnel expenses as a percentage of net revenue increased in 2017 to 49.8 percent from 46.8 percent in 2016. The increase in personnel expense was due primarily to growth in our average headcount of 7.4 percent in 2017 compared to 2016 and increases in expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability.

Other selling, general, and administrative expenses increased 10.2 percent to $413.4 million in 2017 from $375.1 million in 2016. This increase in selling, general, and administrative expenses was primarily due to increases in acquisition amortization, warehousing and occupancy expenses, and the provision for bad debt, partially offset by a decrease in travel expenses and claims.
Income from operations. Income from operations decreased 7.5 percent to $775.1 million in 2017 from $837.5 million in 2016. Income from operations as a percentage of net revenues decreased to 32.7 percent in 2017 from 36.8 percent in 2016. This decrease was due to our operating expenses growing more than our net revenues and a decline in transportation net revenue margin.
Interest and other expense. Interest and other expense was $46.7 million in 2017 compared to $25.6 million in 2016. The increase was primarily due to a higher average debt balance and higher interest rates in 2017 compared to 2016.
Provision for income taxes. Our effective income tax rate was 30.7 percent for 2017 and 36.8 percent for 2016. During the fourth quarter of 2017, the provision for income taxes decreased by $19.7 milliontransaction due to the benefit of deductions under Section 199 of the Internal Revenue Code and $12.1 million due to the impact of the Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. The $12.1 million benefit resulting from the Tax Act was primarily the result of the revaluation of deferred tax assets and liabilities due to the decrease in the corporate Federal income tax rate from 35 percent to 21 percent and was partially offset by the impact of certain transition taxes and other impacts of the Tax Act.

During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. This adoption resulted in a net tax benefit of $13.7 million during the year.
During the first quarter of 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international businesses. During 2017, our indefinite reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries, provided an approximate $3.7 million benefit to our provision for income taxes. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $12.1 million as of December 31, 2017.
Net income. Net income decreased 1.7 percent to $504.9 million in 2017 from $513.4 million in 2016. Basic net income per share decreased 0.3 percent to $3.59 in 2017 from $3.60 in 2016. Diluted net income per share decreased 0.6 percent to $3.57 in 2017 from $3.59 in 2016.

SEGMENT RESULTS OF OPERATIONS-2017 COMPARED TO 2016
North American Surface Transportation. NAST revenues increased 11.3 percent to $9.7 billion in 2017 compared to $8.7 billion in 2016. This was primarily due to increased volumeshigher pricing and increased pricing to our customers. NAST cost of purchased transportation and related services increased 13.7 percent to $8.2 billion in 2017 from $7.2 billion in 2016. This increase was primarily due to increased volumes and higher transportation costs. Total NAST net revenues were flat at $1.5 billion in 2017. This was driven by a decline involume discussed above. Our average truckload and intermodal net revenues, partially offset by an increase in LTL net revenues. NAST net revenue margin decreased primarily due to transportation costs growing faster than customer pricing in 2017 compared to 2016.
NAST truckload net revenues decreased 1.8 percent in 2017 to $1.09 billion from $1.11 billion in 2016. NAST truckload volumes increased approximately 4.5 percent in 2017 compared to 2016. NAST truckload net revenue margin decreased in 2017 compared to 2016, due primarily to increased transportation costs.
NAST truckload net revenues accounted for approximately 93 percent of our total North America truckload net revenues in 2017 and approximately 92 percent in 2016. The majority of the remaining North American truckload net revenues is included in Robinson Fresh. Excluding the estimated impacts of the change in fuel prices, our average North America truckloadlinehaul rate per mile charged to our customers increased approximately 4.5 percent in 2017 compared to 2016. Excluding the estimated impacts of the change in fuel prices, our average North America29.0 percent. Our truckload transportation cost per milecosts, excluding fuel surcharges, increased approximately 6.5 percent in 2017 compared to 2016.
30.5 percent. NAST LTL net revenuesadjusted gross profits increased 6.2 percent in 2017 to $388.8 million from $366.1 million in 2016. NAST LTL volumes increased approximately eight percent in 2017 compared to 2016 and net revenue margin decreased. NAST LTL net revenue margin decreased due to increased transportation costs.volumes and increased adjusted gross profits per transaction. NAST other adjusted gross profits decreased slightly as lower adjusted gross profits per transaction and lower volume in intermodal were partially offset by incremental warehousing services related to the acquisition of Prime Distribution.


Operating expenses.NAST intermodal net revenues decreased 14.6 percent to $26.7 million in 2017 from $31.3 million in 2016. This was personnel expense increased primarily due to declinesincentive compensation increases reflecting the strong results for the year and the impact of steps taken to reduce costs in net revenue margin,response to the COVID-19 pandemic in the prior year, including furloughs, reduced work hours, and the temporary suspension of the company match to retirement plans for U.S. and Canadian employees. NAST SG&A expenses increased, driven by increased investments in technology, warehouse expenses, and purchased services, partially offset by increased volumes with our lower-margin contractual customers, partially offset by a decrease in transactional business.
NAST operating expenses increased 5.5 percent in 2017 to $897.0 million from $849.9 million in 2016. This was due to an increase in personnel expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability, and an increase in selling, general, and administrative expenses. lower credit losses. The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other selling and administrative expenses and allocated based upon relevant segment operating metrics.
NAST operating income decreased 6.9 percent to $628.1 million in 2017 from $674.4 million in 2016. This was primarily due to increases in operating expenses, while net revenues remained flat.
30
Global Forwarding.
Global Forwarding Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands)20212020% change2019% change
Total revenues$6,729,790 $3,100,525 117.1 %$2,327,913 33.2 %
Costs and expenses:
Purchased transportation and related services5,656,249 2,471,537 128.9 %1,793,937 37.8 %
Personnel expenses368,563 281,048 31.1 %276,255 1.7 %
Other selling, general, and administrative expenses194,222 172,427 12.6 %177,194 (2.7)%
Total costs and expenses
6,219,034 2,925,012 112.6 %2,247,386 30.2 %
Income from operations$510,756 $175,513 191.0 %$80,527 118.0 %
Twelve Months Ended December 31,
20212020% change2019% change
Average headcount
5,0714,7087.7 %4,766(1.2)%
Service line volume statistics
Ocean17.0 %0.5 %
Air(1)
45.5 %11.0 %
Customs13.5 %(3.5)%
Adjusted gross profits(2)
Ocean$710,845 $349,868 103.2 %$308,068 13.6 %
Air221,906 146,056 51.9 %101,991 43.2 %
Customs100,540 87,092 15.4 %91,833 (5.2)%
Other40,250 45,972 (12.4)%32,084 43.3 %
Total adjusted gross profits$1,073,541 $628,988 70.7 %$533,976 17.8 %
________________________________ 
(1) In 2021, reported air volumes represent metric tons shipped. Previously reported statistics were based on transactional volumes and have been restated to conform with the current period presentation.
(2)Adjusted gross profits is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2021 compared to Twelve Months Ended December 31, 2020
Total revenues increased 36.0 percent to $2.1 billion in 2017 from $1.6 billion in 2016. This increase was primarilyand related to increased volumes in all servicescosts. Total revenues and increased customer pricing. Global Forwarding costs ofpurchased transportation and related services increased 40.7 percent to $1.7 billion in 2017 from $1.2 billion in 2016. Global Forwarding net revenues increased 22.1 percent to $485.3 million in 2017 from $397.5 million in 2016. Global Forwarding net revenue margin decreased due to transportation costs increasing athigher pricing in our ocean services and, to a faster rate than customer pricing. The acquisitions of APC and Milgram accounted for approximately eight percentage points of the net revenue growthlesser extent, higher pricing in Global Forwarding.
Ocean transportation net revenues increased 19.1 percentour air freight services, in addition to $290.8 million in 2017 from $244.2 million in 2016. This was primarily due to increases in volumes, including those from acquisitions. Air net revenues increased 24.1 percent to $94.5 million in 2017 from $76.1 million in 2016. This was primarily due to increases in volumes partially offset by cost increases. Customs net revenues increased 40.5 percent to $70.9 million in 2017 from $50.5 million in 2016. The increase was primarily due to increased transaction volumes, including those from acquisitions.
Global Forwarding operating expenses increased 24.3 percent in 2017 to $393.4 million from $316.6 million in 2016. This increase was due tovolume increases in both personnelocean and selling, general,air services. The higher ocean and administrative expenses. The personnel expense increaseair freight pricing was driven by an average headcountthe unprecedented supply chain disruptions impacting the global forwarding market combined with strong demand as discussed in the market and business trends sections. Increased air freight volumes were driven by ocean freight conversion resulting from the significant disruptions experienced in the industry and the continued increase in charter flights and larger than normal shipment sizes as traditional air freight capacity remains strained by a reduction of 17.3 percent, primarilycommercial flights. The first half of 2020 was also severely impacted by reduced demand and production due to the additionsearly stages of APCthe COVID-19 pandemic, which led to significant volume declines in all services in the prior year.
Gross profits and Milgram. The selling, general,adjusted gross profits. Ocean and administrative expense increase was also primarilyair freight adjusted gross profits increased driven by the additions of APC and Milgram.
Global Forwarding operating incomehigher pricing resulting in higher adjusted gross profits per transaction, in addition to increased 13.5 percent in 2017 to $91.8 million from $80.9 million in 2016. This was primarily due to an increase in net revenuesvolumes. Customs adjusted gross profits increased, driven by increased volumes and customer pricing, partially offset by increased operatingvolumes.
Operating expenses.
Robinson Fresh. Robinson Fresh revenues increased 3.1 percent to $2.4 billion in 2017 from $2.3 billion in 2016. Robinson Fresh costs of transportation and related services and purchased products sourced for resale increased 3.8 percent to $2.2 billion in 2017 from $2.1 billion in 2016. Robinson Fresh net revenues decreased 3.7 percent to $226.1 million in 2017 from $234.8 million in 2016. This decrease was primarily due to declines in transportation net revenues.
Robinson Fresh sourcing net revenues decreased 0.2 percent to $122.4 million in 2017 from $122.7 million in 2016. This decrease was primarily due to a decrease in net revenue per case, partially offset by a one percent case volume increase. Robinson Fresh net revenues from transportation services decreased 7.5 percent to $103.6 million in 2017 from $112.1 million in 2016. This decrease was driven by a decline in truckload net revenues, partially offset by an increase in other transportation net revenues. Robinson Fresh transportation net revenue margin decreased in 2017 compared to 2016, due primarily to increased costs of transportation.
Robinson Fresh operating expenses increased 8.6 percent to $172.7 million in 2017 from $159.0 million in 2016. This was due to increases in both selling, general and administrative and personnel expenses. The increase in selling, general, and administrative expenses was due to higher warehousing and claims expenses in 2017 compared to 2016. In 2017, personnel Personnel expenses increased primarily due to an increase in salaries and an increase in average headcount and incentive compensation reflecting the strong results in the year. The prior year included the impact of 1.6 percentsteps taken to reduce costs in 2017 comparedresponse to 2016.the COVID-19 pandemic, including furloughs and reduced work hours. SG&A expenses increased driven by increased investments in technology and increased purchased services, partially offset by a reduction of
Robinson Fresh operating income decreased 29.5 percent to $53.4 million in 2017 from $75.8 million in 2016. This was primarilyamortization expense due to an increase in operating expenses andthe completion of amortization related to intangible assets from a decrease in net revenues.prior acquisition.
31
All Other and Corporate. Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Managed Services provides Transportation Management Services, or Managed TMS®.
Twelve Months Ended December 31,
(dollars in thousands)20212020% change2019% change
Total revenues$1,864,431 $1,794,028 3.9 %$1,697,903 5.7 %
Income from operations(13,999)(10,720)N/M(13,314)N/M
Adjusted gross profits(1)
Robinson Fresh107,543 105,700 1.7 %109,183 (3.2)%
Managed Services105,064 94,828 10.8 %83,365 13.8 %
Other Surface Transportation72,988 65,650 11.2 %62,417 5.2 %
Total adjusted gross profits$285,595 $266,178 7.3 %$254,965 4.4 %
________________________________ 
(1) Adjusted gross profits is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2021 compared to Twelve Months Ended December 31, 2020
Total revenues and related costs. Total revenues and related costs increased driven by higher truckload pricing and volumes in Other Surface Transportation, including a 6.0 percentage point increase from the acquisition of Combinex. Robinson Fresh total revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.

Managed Services net revenues increased 11.5 percent to $72.2 million in 2017 from $64.7 million in 2016. This increase was primarilyand related costs decreased due to volume growth with newlower pricing and existing customers. Other Surface Transportation net revenues increased 5.9 percent to $59.5 million in 2017 from $56.1 million in 2016. This increase is primarily the result of volume growth, partially offset by margin compression in the surface transportation business in Europe.

2016 COMPARED TO 2015
Total revenues and direct costs. Total transportation revenues decreased 2.4 percent to $11.7 billion in 2016 from $12.0 billion in 2015. This decrease in transportation revenuescosts per case, which was driven by lower customer pricing in truckload, partially offset by volume increases in nearly all of our transportation services. Total purchased transportation and related services decreased 3.0 percent in 2016 to $9.5 billion from $9.8 billion in 2015. This decrease was due to decreased transportation costs, partially offset by higher volumescase volume most notably in nearly all of our transportation services. Totalthe foodservice industry, which was significantly impacted by the COVID-19 pandemic in the prior year.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased, driven by an increase in case volume from sourcing revenues decreased 3.1 percent to $1.4 billionmanaged procurement customers in 2016the food service industry as the prior year period experienced a significant decrease in demand resulting from $1.5 billion in 2015. Purchased products sourced for resale decreased 3.5 percent in 2016 to $1.3 billion from $1.4 billion in 2015. These decreases were primarily due to lower market pricing and change in service mix.
Net revenues. Total transportation net revenues increased 0.3 percent in 2016 to $2.2 billion from $2.1 billion in 2015. Our transportation net revenue margin increased to 18.4 percent in 2016 from 17.9 percent in 2015.the COVID-19 pandemic. This increase in net revenue margin was driven by decreases in transportation costs and customer pricing, including fuel. Total sourcing net revenues increased 1.4 percent to $122.7 million in 2016 from $121.0 million in 2015. This increase was primarily due to a case volume increase across a variety of commodities and services, partially offset by a decrease in net revenue per case. Sourcing net revenue margincase volume with retail customers. Managed Services adjusted gross profits increased, to 8.5 percent in 2016driven by increased transaction volumes resulting from 8.1 percent in 2015.
Operating expenses. Operating expenses consist of personnel and selling, general, and administrative expenses. Operating expenses increased 2.1 percent to $1.44 billion in 2016 from $1.41 billion in 2015. This was due to an increase of 1.3 percent in personnel expenses and an increase of 4.5 percent in other selling, general, and administrative expenses. As a percentage of net revenues, operating expenses increased to 63.2 percent in 2016 from 62.2 percent in 2015.
Our personnel expenses are driven primarily by headcount and earnings growth. In 2016, personnel expenses increased 1.3 percent to $1.06 billion from $1.05 billion in 2015. Personnel expenses as a percentage of net revenue increased in 2016 to 46.8 percent from 46.3 percent in 2015. The increase in personnel expense was due primarily to an increase in average headcount growth of 6.0 percent in 2016, due in part to the acquisition of APC. The headcount growth was partially offset by decreases in personnel expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability.
freight under management. Other selling, general, and administrative expensesSurface Transportation adjusted gross profits increased 4.5 percent to $375.1 million in 2016 from $358.8 million in 2015. This increase in selling, general, and administrative expenses was primarily due to increases in warehousing and travel expenses, partially offset by decreases in the provision for bad debt and occupancy expenses.
Income from operations. Income from operations decreased 2.4 percent to $837.5 million in 2016 from $858.3 million in 2015. Income from operations as a percentage of net revenues decreased to 36.8 percent in 2016 from 37.8 percent in 2015. This decrease was due to our operating expenses growing more than our net revenues.
Interest and other expense. Interest and other expense was $25.6 million in 2016 compared to $35.5 million in 2015. During the fourth quarter of 2015, we wrote off an indemnification asset of $7.2 million related to the acquisition of Phoenix as the indemnification obligations of the sellers expired. The impact of this write off was partially offset within the provision for income taxes by related tax liabilities that expired under applicable statute of limitations. 
Provision for income taxes. Our effective income tax rate was 36.8 percent for 2016 and 38.1 percent for 2015. During the first quarter of 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international businesses. During 2016, the assertion decreased deferred income taxes related to undistributed foreign earnings and reduced the effective tax rate compared to 2015. In 2016, our indefinite reinvestment strategy with respect to unremitted earnings of our foreign subsidiaries provided an approximate $5.1 million benefit to our provision for income taxes. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $16.6 million as of December 31, 2016. Additionally, the effective income tax rate for both periods is greater than the statutory federal income tax rate, primarily due to state income taxes, net of federal benefit.
Net income. Net income increased 0.7 percent to $513.4 million in 2016 from $509.7 million in 2015. Basic net income per share increased 2.3 percent to $3.60 in 2016 from $3.52 in 2015. Diluted net income per share increased 2.3 percent to $3.59 in 2016 from $3.51 in 2015.

SEGMENT RESULTS OF OPERATIONS-2016 COMPARED TO 2015
North American Surface Transportation. NAST total revenues decreased 2.6 percent to $8.7 billion in 2016 compared to $9.0 billion in 2015. This was primarily due to decreased pricing to our customers, partially offset by increased volumes. NAST cost of purchased transportation and related services decreased 2.6 percent to $7.2 billion in 2016 from $7.4 billion in 2015. This decrease was primarily due to lower transportation costs. Total NAST net revenues decreased 2.6 percent to $1.5 billion in 2016 from $1.6 billion in 2015. The decrease was driven by a decline in truckload and intermodal net revenues, partially offset by an increase in LTL net revenues.
NAST truckload net revenues decreased 4.7 percent in 2016 to $1.1 billion from $1.2 billion in 2015. NAST truckload volumes increased approximately 5.5 percent in 2016 compared to 2015. NAST truckload net revenue margin decreased in 2016 compared to 2015, due primarily to lower customer pricing.
NAST truckload net revenues accounted for approximately 92 percent of our total North America truckload net revenues in 2016 and 2015. The majority of the remaining North American truckload net revenues is included in Robinson Fresh. Excluding the estimated impacts of the change in fuel prices, our average North America truckload rate per mile charged to our customers decreased approximately 5.0 percent in 2016 compared to 2015. Excluding the estimated impacts of the change in fuel prices, our average North America truckload transportation cost per mile decreased approximately 4.5 percent in 2016 compared to 2015.
NAST LTL net revenues increased 5.1 percent in 2016 to $366.1 million from $348.3 million in 2015. NAST LTL volumes increased approximately 7.5 percent in 2016 compared to 2015, and net revenue margin increased slightly.
NAST intermodal net revenues decreased 20.1 percent to $31.3 million in 2016 from $39.2 million in 2015. This was primarily due to declines in net revenue margin and volumes. During 2016, intermodal opportunities were negatively impacted by the alternative lower-cost truck market.
NAST operating expenses increased 0.4 percent in 2016 to $849.9 million from $846.6 million in 2015. This was primarily due to increases in selling, general, and administrative expenses, partially offset by a decrease in personnel expenses related to incentive plans that are designed to keep expenses variable with changes in net revenues and profitability. The operating expenses of NAST and all other segments include allocated corporate expenses.
NAST operating income decreased 6.1 percent to $674.4 million in 2016 from $718.3 million in 2015. This was primarily due to a decline in total revenues and net revenues caused by lower customer pricing.
Global Forwarding. Global Forwarding total revenues decreased 4.0 percent to $1.57 billion in 20166.5 percentage point increase from $1.64 billion in 2015. This decrease was primarily related to lower customer pricing across ocean and air services, partially offset by increased volumes in all services. Global Forwarding costs of transportation and related services decreased 7.6 percent to $1.2 billion in 2016 from $1.3 billion in 2015. Global Forwarding net revenues increased 8.8 percent to $397.5 million in 2016 from $365.5 million in 2015. Global Forwarding net revenue margin increased due to transportation costs declining at a faster rate than customer pricing.
Ocean transportation net revenues increased 9.4 percent to $244.2 million in 2016 from $223.3 million in 2015. This was primarily due to increases in volumes. Air net revenues increased 3.9 percent to $76.1 million in 2016 from $73.3 million in 2015. This was primarily due to increases in volumes offset by pricing declines. Customs net revenues increased 14.9 percent to $50.5 million in 2016 from $44.0 million in 2015. The increase was primarily due to increased transaction volumes.
Global Forwarding operating expenses increased 9.4 percent in 2016 to $316.6 million from $289.4 million in 2015. This increase was primarily due to an increase in claims expense, and the acquisition of APC on September 30, 2016.
Global Forwarding operating income increased 6.4 percent in 2016 to $80.9 million from $76.1 million in 2015. This was primarily due to anCombinex and a modest increase in net revenues driven by higher volumes, partially offset by increased operating expenses.truckload volumes.
Robinson Fresh. Robinson Fresh total revenues decreased 2.1 percent to $2.3 billion in 2016 from $2.4 billion in 2015. Robinson Fresh costs of transportation and related services and purchased products sourced for resale decreased 2.4 percent in to $2.1 billion in 2016 from $2.2 billion in 2015. Robinson Fresh net revenues decreased 0.2 percent to $234.8 million in 2016 from $235.3 million in 2015. This decrease was due to declines in transportation net revenues, partially offset by an increase in sourcing net revenue.
Robinson Fresh net revenues from sourcing services increased 1.4 percent to $122.7 million in 2016 from $121.0 million in 2015. This increase was primarily due to a case volume increase across a variety of commodities and services, partially offset by a decrease in net revenue per case. Robinson Fresh net revenues from transportation services decreased 2.0 percent to

$112.1 million in 2016 from $114.4 million in 2015. Robinson Fresh transportation net revenue margin decreased in 2016 compared to 2015, due primarily to lower customer pricing.
Robinson Fresh operating expenses increased 3.3 percent to $159.0 million in 2016 from $154.0 million in 2015. This increase was primarily due to an increase in warehousing expenses. In 2016, growth in Robinson Fresh headcount was offset by a decrease in variable compensation.
Robinson Fresh operating income decreased 6.9 percent to $75.8 million in 2016 from $81.3 million in 2015. This was primarily due to a decrease in transportation services net revenues, and an increase in operating expenses.
All Other and Corporate. All Other and Corporate includes our Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Managed Services provides Transportation Management Services, or Managed TMS. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.
Managed Services net revenues increased 32.7 percent to $64.7 million in 2016 from $48.7 million in 2015. This increase was primarily due to volume growth with new and existing customers. Other Surface Transportation net revenues increased 3.9 percent to $56.1 million in 2016 from $54.0 million in 2015, primarily the result of volume growth in Europe Surface Transportation.

LIQUIDITY AND CAPITAL RESOURCES
We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In December 2014,addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands):
DescriptionCarrying Value as of December 31, 2021Borrowing CapacityMaturity
Revolving credit facility$525,000 $1,000,000 October 2023
Receivables securitization facility(1)(2)
299,481 500,000 November 2023
Senior Notes, Series A175,000 175,000 August 2023
Senior Notes, Series B150,000 150,000 August 2028
Senior Notes, Series C175,000 175,000 August 2033
Senior Notes (1)
594,168 600,000 April 2028
Total debt$1,918,649 $2,600,000 
________________________________ 
(1) Net of unamortized discounts and issuance costs.
(2) On February 1, 2022, we amended our revolving credit facilitythe Receivables Securitization Facility primarily to increase the amount availabletotal availability from $500$300 million to $900 million, to extend the expiration date from October 2017 to December 2019, and to revise a covenant ratio. In 2013, we entered into a Note Purchase Agreement to fund the accelerated share repurchase agreements to repurchase $500 million worth of our common stock. The Note Purchase Agreement was amended in February 2015 to conform its financial covenants to be consistent with the amended revolving credit facility. In April 2017, we entered into a $250 million U.S. Trade Accounts Receivable Securitization facility to reduce the amount outstanding on our revolving credit facility. million.
We also expect to use the revolving credit facility,our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, and share repurchases.
Cash and cash equivalents totaled $333.9 million and $247.7$257.4 million as of December 31, 20172021, and 2016.$243.8 million as of December 31, 2020. Cash and cash equivalents held outside the United States totaled $275.3 million and $172.2$217.1 million as of December 31, 20172021, and 2016.$230.9 million as of
32
December 31, 2020. Working capital increased from $1.10 billion at December 31, 2017, was $523.5 million. Working capital2020, to $1.48 billion at December 31, 2016, was $162.4 million.2021.
We prioritize our investments to grow the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
Twelve months ended December 31,20212020% change2019% change
Sources (uses) of cash:
Cash provided by operating activities$94,955 $499,191 (81.0)%$835,419 (40.2)%
Capital expenditures(70,922)(54,009)(70,465)
Acquisitions(14,750)(223,230)(59,200)
Other investing activities— 5,525 16,636 
Cash used for investing activities(85,672)(271,714)(68.5)%(113,029)140.4 %
Repurchase of common stock(581,756)(177,514)(309,444)
Cash dividends(277,321)(209,956)(277,786)
Net borrowings (repayments) on debt822,701 (143,000)(112,000)
Other financing activities43,949 89,803 47,977 
Net cash provided by (used for) financing activities7,573 (440,667)N/M(651,253)(32.3)%
Effect of exchange rates on cash and cash equivalents(3,239)9,128 (1,894)
Net change in cash and cash equivalents$13,617 $(204,062)$69,243 
Cash flow from operating activities. We generated $384.0 million, $529.4 million, and $718.3 million of cash flow from operations in 2017, 2016, and 2015. The significant decrease of $145.4 million and in cash flow from operationsoperating activities in 20172021 from 2016 is primarily the result of increased2020 was due to unfavorable changes in working capital. These changes in working capital were primarily related to a sequential increase in accounts receivable and contract assets, partially offset by a related increase in accounts payable and accrued transportation expense. Both increases were driven by the impacta significant increase in pricing for most of our transportation services in addition to increased volumes andin nearly all services during 2021. The increase in accounts receivable was also impacted by a change in business mix from the significant growth of our global forwarding business where our days sales outstanding ratio is approximately double that of our NAST business. Despite the increase in accounts receivable, we are not experiencing a deterioration in the quality of our accounts receivable aging. The decreasebalance. Additionally, since the early stages of $188.9 million in cash flow from operations in 2016 from 2015 is primarily the resultCOVID-19 pandemic, we have been closely monitoring credit and collections activities to minimize risk as well as working with our customers to facilitate the movement of increases in accounts receivable, partially offset by an increase in accounts payable. The increases in accounts receivable and accounts payable are primarily the result of increased volumes. Additionally, accruals for variable compensation were lower in 2016 compared to 2015.goods across their supply chains while also ensuring timely payment.
Cash used for investing activities. We used $107.5 million, $313.0 million, and $54.4 million of cash for investing activities in 2017, 2016, and 2015. Our investing activities consist primarily of capital expenditures and cash paid for acquisitions. Capital expenditures consisted primarily of investments in hardware and software, which are intended to increase employee productivity, automate interactions with our customers and contracted carriers, and improve our internal workflows to help expand our adjusted operating margins and grow the business. During 2019, we sold a facility we owned in Chicago, Illinois, for approximately $17.0 million.
In 2017,2021, we paid $47.3used $14.7 million for the acquisition of Milgram.Combinex. In 2016,2020, we paid $220.2used $222.7 million for the acquisition of APC.
WePrime. In 2019, we used $57.9$45.0 million $91.4for the acquisition of The Space Cargo Group and $14.2 million and $44.6 millionfor the acquisition of cash for capital expenditures in 2017, 2016, and 2015. We spent $29.0 million, $25.0 million, and $26.0 million in 2017, 2016, and 2015 primarily for annual investments in information technology equipment to support our operating systems, including the purchase and development of software. These information technology investments are intended to improve efficiencies and help grow the business. Additionally, in 2016, we completed construction of a second data recovery center. The cost of this data recovery center was $20.0 million, $19.3 million of which was spent in 2016.Dema Service S.p.A.
We anticipate capital expenditures in 20182022 to be approximately $60$90 million to $70$100 million.

Cash used for financing activities. We used $202.1 million, $127.3 million, and $607.7 million of cash flow for financing activities in 2017, 2016, and 2015.
We had net short-termborrowings on debt of $822.7 million in 2021 and net repayments of $25.0$143.0 million in 20172020. The 2021 net borrowings were primarily to provide cash for operations, as our working capital needs continued to increase throughout the year as mentioned above. The 2020 net repayments were primarily to reduce the outstanding balance of the receivables securitization facility.This receivables securitization facility expired in December 2020 and net short-term borrowings of $290.0was not renewed; however, we entered into a new receivables securitization facility in November 2021. There was a $525 million in 2016. The outstanding balance on theour senior unsecured revolving credit facility was $715.0 million(the “Credit Agreement”) as of December 31, 2017.
During 2017, we had long-term borrowings of $250.0 million on the Receivables Securitization Facility. The2021, compared to no outstanding balance on the Receivables Securitization Facility was $250.0 million as of December 31, 2017. We2020. As of December 31, 2021, we were in compliance with
33
all of the covenants under the Credit Agreement, Note Purchase Agreement,the Accounts Receivable Securitization, note purchase agreement, and Receivables Securitization Facility as of December 31, 2017.senior unsecured notes.
We used $258.2 million, $245.4 million, and $235.6 million to payThe increase in cash dividends in 2017, 2016, and 2015. The increases were primarilypaid was the result of higherour fourth quarter 2020 dividend rates, partially offset by fewer outstanding shares.
being paid on January 4, 2021. Near the end of the first quarter of 2020, we temporarily suspended our share repurchase activity as we assessed the impacts of the COVID-19 pandemic. We used $21.6 million, $36.7 million,resumed our share repurchase activity in the fourth quarter of 2020 and $11.4 million for stock tendered for payment of withholding taxesthroughout 2021, which resulted in 2017, 2016, and 2015.
We also used $185.5 million, $172.9 million, and $229.9 million onthe increase in share repurchases in 2017, 2016, and 2015, as part of our Board approved repurchase program.2021. In August 2013,December 2021, the Board of Directors increased the number of shares authorized to be repurchased by 15,000,00020,000,000 shares. As of December 31, 2017,2021, there were 1,992,15721,635,388 shares remaining for future repurchases. The number of shares we repurchase, if any, during future periods will vary based on our cash position, potential alternative uses of our cash, and market conditions. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions, or otherwise.
AssumingAlthough there continues to be uncertainty related to the anticipated impact of the COVID-19 pandemic on our future results, we believe that, assuming no change in our current business plan, management believes that our available cash, together with expected future cash generated from operations, the amount available under our credit facility,facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months.months and the foreseeable future. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statementsaccompanying notes are prepared in conformityaccordance with accounting principles generally accepted in the United StatesStates. The preparation of the consolidated financial statements requires management to make estimates and assumptions. In certain circumstances, those estimatesassumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and assumptions can affect amounts reported in the accompanying consolidated financial statementsrelated disclosures. Because future events and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts wouldtheir effects cannot be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result,determined with certainty, actual results could differ from these estimates.our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1,Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. We consider the following items in our consolidated financial statements includesto require significant estimation or judgment.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition.
Transportation and Logistics Services - As a summaryglobal logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.
Recognizing revenue for contracts where the transit period is partially complete or completed and not yet invoiced at period end requires management to make judgments that affect the amounts and timing of revenue recognized at period end. At December 31, 2021, we recorded revenue of $453.7 million for services we have provided while a shipment was still in-transit but for which we had not yet completed our performance obligation or had not yet invoiced our customer compared to $197.2 million at December 31, 2020. We utilize our historical knowledge of shipping lanes and estimated transit times to determine the transit period in cases where our customers’ freight has not reached its intended destination. In addition, we analyze contract data for the first few days following the reporting date combined with our historical experience of trends related to partially completed contracts as of the significant accounting policiesreporting date to determine our right to consideration for the services we have provided where the transit period is partially complete or completed and methods usednot yet invoiced at period end. Differences in contract data for the preparationfirst few days following the reporting date compared with our historical experience or disruptions such as weather events, port congestion, or other delays could cause the actual amount of our consolidated financial statements. The following is a brief discussion of our critical accounting policies andrevenue earned at period end to differ from these estimates.

Revenue recognition.Total revenues consist ofrepresent the total dollar value of revenue recognized from contracts with customers for the goods and services purchased from us bywe provide. Substantially all of our revenue is attributable to contracts with our customers. Net revenues are total revenues less the direct costs of transportation, products, and handling. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the primary obligor, we have credit risk,promise to provide the specified good or service to our customer and we have discretion to selectin establishing the supplier, and we have latitude in pricing decisions.
price for the specified good or service. Additionally, in our sourcing business, in some cases we take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customsbefore the specified good has been transferred to our customer.
34
Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. See also Note 1, Summary of Significant Accounting Policies, for further information regarding our revenue recognition policies.

Valuations for accounts receivable. Our allowance for doubtful accounts is calculated based upon the aging of our receivables, our historical experience of uncollectible accounts, and any specific customer collection issues that we have identified. The allowance of $42.4 million as of December 31, 2017, increased compared to the allowance of $39.5 million as of December 31, 2016. This increase was primarily due to growth in the balance and deterioration of the aging of our accounts receivable portfolio. We believe that the recorded allowance is sufficient and appropriate based on our customer aging trends, the exposures we have identified, and our historical loss experience.

Goodwill.GOODWILL. Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed.

Goodwill is tested for impairment annually on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step 1One Analysis”). Based onAs part of our Step Zero Analysis we determined that the more likely than not criteria had not been met, and therefore a Step 1One Analysis was not required.
When we perform a Step 1One Analysis, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. We have early adopted Accounting Standards Update 2017-04, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the need for further testing after the Step 1 Analysis. 
In the Step 1One Analysis, the fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations when a Step 1 analysisOne Analysis is performed.
Stock-based compensation.INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We issue stock awards, including stock options, performance shares,establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged and restricted stock units, to key employees and outside directors. In general, the awards vest over five years, eitherthat we may or may not prevail in full or in part. Under U.S. GAAP, if we determine that a tax position, more likely than not, will be sustained upon audit based solely on the company’s earnings growth or the passage of time. The fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted units, the fair value is established based on the market price on the datetechnical merits of the grant, discountedposition, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon resolution. We presume that all tax positions will be examined by a taxing authority with full knowledge of all relevant information.
We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) litigation of the issue, including appeals, (iv) a change in applicable tax law including a tax case or legislative guidance, or (v) the expiration of the applicable statute of limitations. Significant judgment is required in accounting for post-vesting holding restrictions. The discountstax reserves. Although we believe that we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on outstanding grants vary from 15 percent to 21 percent andour effective tax rate, consolidated earnings, financial position and/or cash flows. Uncertain income tax positions are calculated using the Black-Scholes option pricing model. Changesincluded in “Accrued income taxes” or “Noncurrent income taxes payable” in the measured stock price volatility and interest rates are the primary reason for changes in the discount. For grantsconsolidated balance sheet.
35


DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES

The following table aggregates all contractual commitments and commercial obligations, due by period, that affect our financial condition and liquidity position as of December 31, 20172021 (dollars in thousands):
20222023202420252026ThereafterTotal
Borrowings under credit agreements$525,000 $300,000 $— $— $— $— $825,000 
Senior notes (1)
25,200 25,200 25,200 25,200 25,200 632,550 758,550 
Long-term notes payable(1)
21,388 196,388 14,440 14,440 14,440 394,130 655,226 
Maturity of lease liabilities(2)
74,600 69,277 48,819 36,461 26,678 86,859 342,694 
Purchase obligations(3)
163,758 51,781 28,691 1,996 330 — 246,556 
Total$809,946 $642,646 $117,150 $78,097 $66,648 $1,113,539 $2,828,026 
________________________________ 
 2018 2019 2020 2021 2022 Thereafter Total
Borrowings under credit agreements$715,000
 $250,000
 $—
 $—
 $—
 $—
 $965,000
Long-term notes payable(1)
21,388
 21,388
 21,388
 21,388
 21,388
 633,838
 740,778
Operating leases(2)
51,273
 46,172
 39,825
 29,851
 22,807
 92,797
 282,725
Purchase obligations(3)
81,133
 21,058
 12,433
 9,869
 98
 392
 124,983
Total$868,794
 $338,618
 $73,646
 $61,108
 $44,293
 $727,027
 $2,113,486
(1)Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
_______________________ 
(2) We maintain operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. See Note 11, Leases, for further information.
(1)Amounts payable relate to the semi-annual interest due on the long-term notes and the principal amount at maturity.
(2)We have certain facilities and equipment under operating leases.
(3)Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of December 31, 2017, such obligations include ocean and air freight capacity, telecommunications services, and maintenance contracts.
(3) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of December 31, 2021, such obligations primarily include ocean and air freight capacity, telecommunications services, maintenance contracts, and information technology related capacity. In some instances our contractual commitments may be usage based or require estimates as to the timing of cash settlement.
We have no capitalfinancing lease obligations. Long-term liabilities consist primarily of noncurrent income taxes payable and long-term notes payable, and the obligation under our non-qualified deferred compensation plan.payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits at December 31, 2017,2021, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $38.6$42.9 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes, to the consolidated financial statements for a discussion on income taxes. The obligation under our non-qualified deferred compensation plan has also been excluded from the above table as the timing of cash payment is uncertain. As of December 31, 2017,2021, we diddo not have anysignificant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had $333.9$257.4 million of cash and cash equivalents on December 31, 2017.2021. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
We are a party to a credit agreement with various lenders consisting of a $900 million$1 billion revolving loan facility. Interest accrues on the revolving loan at a variable rates based onrate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR or “prime” plus the applicable add-on percentage as defined.a specified margin). At December 31, 2017,2021, there was $715$525.0 million outstanding on the revolving loan.
We are a party to the Note Purchase Agreement, as amended, with various institutional investors with fixed rates consisting of: (i) $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 (iii) $175 million of the company’s 4.604.6 percent Senior Notes, Series C, due August 27, 2033. At December 31, 2017,2021, there was $500 million outstanding on the notes.
We issued Senior Notes through a public offering on April 9, 2018. The Senior Notes bear an annual interest rate of 4.2 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $677.1 million as of December 31, 2021, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.2 million at December 31, 2021.
We are a party to a receivables securitization facilityReceivables Securitization Facility, with various lenders, that provides fundinga total availability of up to $250 million.$300 million and funded at $300 million as of December 31, 2021. Interest accrues on the facility at variable rates based on the asset-backed commercial paper rate or the 30-day LIBORBloomberg Short Term Bank Yield Index (“BSBY”) plus the applicable add-on percentage as defined therein.a margin. At December 31, 2017,2021, there was $250$299.5 million outstanding, net of unamortized issuance costs, on the securitization facility.Receivables Securitization Facility. On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement.
36
A hypothetical 100-basis-point change in the interest rate would not have a material effect on our earnings. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our investments. Market risk arising from changesdebt facilities.
Foreign Exchange
We operate through a network of offices in North America, Europe, Asia, Oceania, and South America. As a result, we frequently transact using currencies other than the U.S. Dollar, primarily the Chinese Yuan, Euro, Canadian Dollar, and Mexican Peso. This often results in assets and liabilities, including intercompany balances, denominated in a currency other than the functional currency. In these instances, most commonly, we have balances denominated in U.S. Dollars in regions where the U.S. Dollar is not the functional currency. This results in foreign exchange risk.
Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risk is associated with balances denominated in U.S. Dollars held in China where the functional currency exchange rates are not material due tois the sizeChinese Yuan. All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against the Chinese Yuan on December 31, 2021, would have decreased our international operations.

net income by approximately $16.1 million and a hypothetical 10 percent strengthening of the U.S. Dollar against the Chinese Yuan on December 31, 2021, would have increased our net income by approximately $13.2 million.
37
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
To the Stockholders and the Board of Directors of
C.H. Robinson Worldwide, Inc.

Opinion on the Financial Statements

Statements
We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 20172021 and 2016, and2020, 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, 2017,2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2021 , based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2018,23, 2022, expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included assessingevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Refer to Notes 1 and 10 to the financial statements

Critical Audit Matter Description
Transportation and logistics revenue is recognized for performance obligations identified in the customer contract as they are satisfied over the contract term, which generally represents the transit period. Recognizing revenue at period end for contracts where the transit period is partially complete at period end or completed and not yet invoiced, requires management to make judgments that affect the amounts and timing of revenue recognized. At December 31, 2021 the Company recorded revenue of $453.7 million for services it provided while a shipment was still in-transit but for which it had not yet completed its performance obligation or had not yet invoiced the customer.
Auditing the estimate of the Company’s revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date required a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
38
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimate of the revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date included the following, among others:
•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.
•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:
–Performing a retrospective review of management’s estimate for prior reporting periods.
–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.
–Assessing the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating environment.
–Testing the mathematical accuracy of management’s estimate.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 28, 201823, 2022

We have served as the Company's auditor since 2002.







































39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
C.H. Robinson Worldwide, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the "Company"“Company”) as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended December 31, 2017,2021, of the Company and our report dated February 28, 2018,23, 2022, expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

statements.
Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
February 28, 201823, 2022

40
C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)
 December 31,
 2017 2016
ASSETS   
Current assets:   
Cash and cash equivalents$333,890
 $247,666
Receivables, net of allowance for doubtful accounts of $42,409 and $39,5432,113,930
 1,711,191
Prepaid expenses and other63,116
 49,245
Total current assets2,510,936
 2,008,102
    
Property and equipment497,909
 450,045
Accumulated depreciation and amortization(267,583) (217,092)
Net property and equipment230,326
 232,953
Goodwill1,275,816
 1,232,796
Other intangible assets, net of accumulated amortization of $122,283 and $87,486151,585
 167,525
Deferred tax assets6,870
 2,250
Other assets60,301
 44,132
Total assets$4,235,834
 $3,687,758
    
LIABILITIES AND STOCKHOLDERS’ INVESTMENT   
Current liabilities:   
Accounts payable$1,000,305
 $839,736
Outstanding checks96,359
 82,052
Accrued expenses–   
Compensation105,316
 98,107
Income taxes12,240
 15,472
Other accrued liabilities58,229
 70,351
Current portion of debt715,000
 740,000
Total current liabilities1,987,449
 1,845,718
    
Long-term debt750,000
 500,000
Noncurrent income taxes payable26,684
 18,849
Deferred tax liabilities45,355
 65,122
Other long-term liabilities601
 222
Total liabilities2,810,089
 2,429,911
    
Commitments and contingencies
 
Stockholders’ investment:   
Preferred stock, $.10 par value, 20,000 shares authorized; no shares issued or outstanding—
 —
Common stock, $.10 par value, 480,000 shares authorized; 179,103 and 179,006 shares issued, 139,542 and 141,258 outstanding13,954
 14,126
Additional paid-in capital444,280
 419,280
Retained earnings3,437,093
 3,190,578
Accumulated other comprehensive loss(18,460) (61,442)
Treasury stock at cost (39,561 and 37,748 shares)(2,451,122) (2,304,695)
Total stockholders’ investment1,425,745
 1,257,847
Total liabilities and stockholders’ investment$4,235,834
 $3,687,758

 December 31,
 20212020
ASSETS
Current assets:
Cash and cash equivalents$257,413 $243,796 
Receivables, net of allowance for credit loss of $41,542 and $38,1133,963,487 2,449,577 
Contract assets, net of allowance for credit loss453,660 197,176 
Prepaid expenses and other129,593 51,152 
Total current assets
4,804,153 2,941,701 
Property and equipment442,112 478,982 
Accumulated depreciation and amortization(302,281)(300,033)
Net property and equipment139,831 178,949 
Goodwill1,484,754 1,487,187 
Other intangible assets, net of accumulated amortization of $88,302 and $68,24989,606 113,910 
Right-of-use lease assets292,559 319,785 
Deferred tax assets124,900 18,640 
Other assets92,309 84,086 
Total assets
$7,028,112 $5,144,258 
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable$1,813,473 $1,195,099 
Outstanding checks105,828 88,265 
Accrued expenses:
Compensation201,421 138,460 
Transportation expense342,778 153,574 
Income taxes100,265 43,700 
Other accrued liabilities171,266 154,460 
Current lease liabilities66,311 66,174 
Current portion of debt525,000 — 
Total current liabilities
3,326,342 1,839,732 
Long-term debt1,393,649 1,093,301 
Noncurrent lease liabilities241,369 268,572 
Noncurrent income taxes payable28,390 26,015 
Deferred tax liabilities16,113 22,182 
Other long-term liabilities315 14,523 
Total liabilities
5,006,178 3,264,325 
Commitments and contingencies00
Stockholders’ investment:
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding— — 
Common stock, $0.10 par value, 480,000 shares authorized; 179,206 and 179,232 shares issued, 129,186 and 134,298 outstanding12,919 13,430 
Additional paid-in capital673,628 566,022 
Retained earnings4,936,861 4,372,833 
Accumulated other comprehensive loss(61,134)(45,998)
Treasury stock at cost (50,020 and 44,934 shares)(3,540,340)(3,026,354)
Total stockholders’ investment
2,021,934 1,879,933 
Total liabilities and stockholders’ investment
$7,028,112 $5,144,258 
See accompanying notes to the consolidated financial statements.
41
C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share data)

For the years ended December 31, For the years ended December 31,
2017 2016 2015202120202019
Revenues:     Revenues:
Transportation$13,502,906
 $11,704,745
 $11,989,780
Transportation$22,046,574 $15,147,562 $14,322,295 
Sourcing1,366,474
 1,439,668
 1,486,304
Sourcing1,055,564 1,059,544 987,213 
Total revenues14,869,380
 13,144,413
 13,476,084
Total revenues
23,102,138 16,207,106 15,309,508 
Costs and expenses:     Costs and expenses:
Purchased transportation and related services11,257,290
 9,549,934
 9,842,271
Purchased transportation and related services18,994,574 12,834,608 11,839,433 
Purchased products sourced for resale1,244,040
 1,316,951
 1,365,333
Purchased products sourced for resale955,475 960,241 883,765 
Personnel expenses1,179,527
 1,064,936
 1,051,410
Personnel expenses1,543,610 1,242,867 1,298,528 
Other selling, general, and administrative expenses413,404
 375,061
 358,760
Other selling, general, and administrative expenses526,371 496,122 497,806 
Total costs and expenses14,094,261
 12,306,882
 12,617,774
Total costs and expenses
22,020,030 15,533,838 14,519,532 
Income from operations775,119
 837,531
 858,310
Income from operations1,082,108 673,268 789,976 
Interest and other expense(46,656) (25,581) (35,529)
Interest and other expensesInterest and other expenses(59,817)(44,937)(47,719)
Income before provision for income taxes728,463
 811,950
 822,781
Income before provision for income taxes1,022,291 628,331 742,257 
Provision for income taxes223,570
 298,566
 313,082
Provision for income taxes178,046 121,910 165,289 
Net income504,893
 513,384
 509,699
Net income844,245 506,421 576,968 
Other comprehensive income/(loss)42,982
 (23,496) (9,336)
Other comprehensive (loss) incomeOther comprehensive (loss) income(15,136)30,151 (4,214)
Comprehensive income$547,875
 $489,888
 $500,363
Comprehensive income
$829,109 $536,572 $572,754 
     
Basic net income per share$3.59
 $3.60
 $3.52
Basic net income per share
$6.37 $3.74 $4.21 
Diluted net income per share$3.57
 $3.59
 $3.51
Diluted net income per share
$6.31 $3.72 $4.19 
     
Basic weighted average shares outstanding140,610
 142,706
 144,967
Basic weighted average shares outstanding
132,482 135,532 136,955 
Dilutive effect of outstanding stock awards772
 285
 382
Dilutive effect of outstanding stock awards
1,352 641 780 
Diluted weighted average shares outstanding141,382
 142,991
 145,349
Diluted weighted average shares outstanding
133,834 136,173 137,735 
See accompanying notes to the consolidated financial statements.




42
C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT
(In thousands, except per share data)
 
Common
Shares
Outstanding
 Amount 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Stockholders’
Investment
Balance December 31, 2014146,458
 $14,646
 $321,968
 $2,648,539
 $(28,610) $(1,909,528) $1,047,015
Net income      509,699
     509,699
Foreign currency translation adjustment        (9,336)   (9,336)
Dividends declared, $1.57 per share      (235,618)     (235,618)
Stock issued for employee benefit plans254
 25
 (9,095)     13,258
 4,188
Issuance of restricted stock164
 16
 (16)       —
Stock-based compensation expense    58,039
     28
 58,067
Excess tax benefit on deferred compensation and employee stock plans    8,548
       8,548
Repurchase of common stock(3,421) (342)       (231,771) (232,113)
Balance December 31, 2015143,455
 14,345
 379,444
 2,922,620
 (37,946) (2,128,013) 1,150,450
Net income      513,384
     513,384
Foreign currency translation adjustment        (23,496)   (23,496)
Dividends declared, $1.74 per share      (245,426)     (245,426)
Stock issued for employee benefit plans32
 3
 (16,121)     (1,287) (17,405)
Issuance of restricted stock221
 22
 (22)       —
Stock-based compensation expense17
 3
 37,517
     1,034
 38,554
Excess tax benefit on deferred compensation and employee stock plans    18,462
       18,462
Repurchase of common stock(2,467) (247)       (176,429) (176,676)
Balance December 31, 2016141,258
 14,126
 419,280
 3,190,578
 (61,442) (2,304,695) 1,257,847
Net income      504,893
     504,893
Foreign currency translation adjustment        42,982
   42,982
Dividends declared, $1.81 per share      (258,378)     (258,378)
Stock issued for employee benefit plans612
 61
 (16,760)     33,271
 16,572
Issuance of restricted stock97
 10
 (10)       —
Stock-based compensation expense1
   41,770
     44
 41,814
Repurchase of common stock(2,426) (243)       (179,742) (179,985)
Balance December 31, 2017139,542
 $13,954
 $444,280
 $3,437,093
 $(18,460) $(2,451,122) $1,425,745
Common
Shares
Outstanding		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Stockholders’
Investment
Balance December 31, 2018137,284 $13,728 $521,486 $3,845,593 $(71,935)$(2,713,785)$1,595,087 
Net income576,968 576,968 
Foreign currency adjustments(4,214)(4,214)
Dividends declared, $2.01 per share(277,727)(277,727)
Stock issued for employee benefit plans1,017 102 (13,920)61,795 47,977 
Issuance of restricted stock28 3 (3)— 
Stock-based compensation expense— — 39,083 — 39,083 
Repurchase of common stock(3,434)(343)(306,101)(306,444)
Balance December 31, 2019134,895 13,490 546,646 4,144,834 (76,149)(2,958,091)1,670,730 
Net income506,421 506,421 
Foreign currency adjustments30,151 30,151 
Dividends declared, $2.04 per share(278,422)(278,422)
Stock issued for employee benefit plans1,754 175 (24,600)114,228 89,803 
Issuance of restricted stock192 19 (19)— 
Stock-based compensation expense— — 43,995 — 43,995 
Repurchase of common stock(2,543)(254)(182,491)(182,745)
Balance December 31, 2020134,298 13,430 566,022 4,372,833 (45,998)(3,026,354)1,879,933 
Net income844,245 844,245 
Foreign currency adjustments(15,136)(15,136)
Dividends declared, $2.08 per share(280,217)(280,217)
Stock issued for employee benefit plans1,068 107 (22,374)66,216 43,949 
Issuance of restricted stock, net of forfeitures(26)(3)3 — 
Stock-based compensation expense— — 129,977 — 129,977 
Repurchase of common stock(6,154)(615)(580,202)(580,817)
Balance December 31, 2021129,186 $12,919 $673,628 $4,936,861 $(61,134)$(3,540,340)$2,021,934 
See accompanying notes to the consolidated financial statements.
43
C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the year ended December 31,
202120202019
OPERATING ACTIVITIES
Net income$844,245 $506,421 $576,968 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization91,259 101,727 100,449 
Provision for credit losses10,649 17,281 5,853 
Stock-based compensation129,977 43,995 39,083 
Deferred income taxes(110,188)(32,984)(2,407)
Excess tax benefit on stock-based compensation(13,101)(17,581)(8,492)
Other operating activities1,915 15,096 (3,830)
Changes in operating elements, net of effects of acquisitions:
Receivables(1,547,545)(452,145)208,312 
Contract assets(257,728)(65,454)26,761 
Prepaid expenses and other(43,819)27,237 (29,871)
Accounts payable and outstanding checks660,028 180,272 (17,968)
Accrued compensation63,912 22,547 (40,757)
Accrued transportation expense189,204 52,380 (18,626)
Accrued income taxes72,665 51,916 (12,636)
Other accrued liabilities1,607 26,503 8,937 
Other assets and liabilities1,875 21,980 3,643 
Net cash provided by operating activities
94,955 499,191 835,419 
INVESTING ACTIVITIES
Purchases of property and equipment(34,197)(23,133)(36,290)
Purchases and development of software(36,725)(30,876)(34,175)
Acquisitions, net of cash acquired(14,750)(223,230)(59,200)
Other investing activities— 5,525 16,636 
Net cash used for investing activities
(85,672)(271,714)(113,029)
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans70,669 107,657 63,092 
Stock tendered for payment of withholding taxes(26,720)(17,854)(15,115)
Repurchase of common stock(581,756)(177,514)(309,444)
Cash dividends(277,321)(209,956)(277,786)
Proceeds from long-term borrowings300,000 — 1,298,000 
Payments on long-term borrowings(2,048)— (1,505,000)
Proceeds from short-term borrowings3,728,000 1,436,600 185,000 
Payments on short-term borrowings(3,203,251)(1,579,600)(90,000)
Net cash provided by (used for) financing activities
7,573 (440,667)(651,253)
Effect of exchange rates on cash and cash equivalents(3,239)9,128 (1,894)
Net change in cash and cash equivalents
13,617 (204,062)69,243 
Cash and cash equivalents, beginning of year
243,796 447,858 378,615 
Cash and cash equivalents, end of year
$257,413 $243,796 $447,858 
Supplemental cash flow disclosures
Cash paid for income taxes$227,427 $93,070 $219,029 
Cash paid for interest51,367 47,518 50,854 
Accrued share repurchases held in other accrued liabilities4,293 5,231 — 
 For the year ended December 31,
 2017 2016 2015
OPERATING ACTIVITIES     
Net income$504,893
 $513,384
 $509,699
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization92,977
 74,669
 66,409
Provision for doubtful accounts13,489
 5,136
 11,538
Stock-based compensation41,805
 37,565
 57,661
Deferred income taxes(28,096) 15,009
 (17,095)
Excess tax benefit on stock-based compensation(13,657) (18,462) (8,548)
Other4,491
 1,907
 7,409
Changes in operating elements, net of effects of acquisitions:     
Receivables(364,181) (173,211) 107,560
Prepaid expenses and other(9,173) (6,378) (228)
Other non-current assets(19,099) (3,934) 741
Accounts payable and outstanding checks144,041
 115,917
 (53,272)
Accrued compensation7,209
 (47,570) 18,580
Accrued income taxes18,817
 19,921
 13,726
Other accrued liabilities(9,515) (4,545) 4,156
Net cash provided by operating activities384,001
 529,408
 718,336
      
INVESTING ACTIVITIES     
Purchases of property and equipment(40,122) (73,452) (28,115)
Purchases and development of software(17,823) (17,985) (16,527)
Acquisitions, net of cash acquired(49,068) (220,203) (369,833)
Restricted cash—
 —
 359,388
Other(521) (1,348) 641
Net cash used for investing activities(107,534) (312,988) (54,446)
      
FINANCING ACTIVITIES     
Proceeds from stock issued for employee benefit plans38,130
 19,271
 15,557
Stock tendered for payment of withholding taxes(21,557) (36,678) (11,368)
Repurchase of common stock(185,485) (172,925) (229,863)
Cash dividends(258,222) (245,430) (235,615)
Excess tax benefit on stock-based compensation—
 18,462
 8,548
Proceeds from long-term borrowings250,000
 —
 —
Proceeds from short-term borrowings8,784,000
 6,600,000
 6,833,000
Payments on short-term borrowings(8,809,000) (6,310,000) (6,988,000)
Net cash used for financing activities(202,134) (127,300) (607,741)
Effect of exchange rates on cash11,891
 (9,683) (16,860)
Net change in cash and cash equivalents86,224
 79,437
 39,289
Cash and cash equivalents, beginning of year247,666
 168,229
 128,940
Cash and cash equivalents, end of year$333,890
 $247,666
 $168,229
      
Supplemental cash flow disclosures     
Cash paid for income taxes$262,861
 $269,187
 $311,800
Cash paid for interest$37,871
 $28,908
 $28,537
Accrued share repurchases held in other accrued liabilities$500
 $5,988
 $2,250


See accompanying notes to the consolidated financial statements.
44
C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions through a network of offices operating in North America, Europe, Asia, Australia, New Zealand,Oceania, and South America. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information available, and our actual results could differ materially from those estimates.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined that the following distinct goods and services represent our primary performance obligations.
Transportation and Logistics Services - As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. When the customers’ freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. These services may include one or more performance obligations, which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage and small parcel, or it may be longer in the case of warehousing, managed services, and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
Sourcing Services - We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh® (“Robinson Fresh”). Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts is satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 20 to 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
Total revenues consist ofrepresent the total dollar value of revenue recognized from contracts with customers for the goods and services purchased from us bywe provide. Substantially all of our revenue is attributable to contracts with our customers. Our net revenuesadjusted gross profits are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In
45
these transactions, we are primarily responsible for fulfilling the primary obligor, we have credit risk,promise to provide the specified good or service to our customer and we have discretion to selectin establishing the supplier, and we have latitude in pricing decisions.price for the specified good or service. Additionally, in our sourcing business, in some cases we take loss of inventory risk during shipment and have general inventory risk. Certain transactions in customsbefore the specified good has been transferred to our customer. Customs brokerage, managed services, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.
CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligation or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer these amounts become classified within accounts receivable and are then typically due within 30 days.
ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date.
ALLOWANCE FOR DOUBTFUL ACCOUNTS.CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for amountsexpected credit losses. We determine our allowance for expected credit losses by evaluating two approaches that may become uncollectible in the future. We continuously monitor payments fromconsider our past credit loss experience, our customers' credit ratings, and other customer-specific and macroeconomic factors. The first approach is pooling our customers by credit rating and maintain a provisionapplying an expected loss ratio based upon credit rating and number of days the receivable has been outstanding, (i.e., aging approach). The second approach is to compute an expected loss ratio for uncollectible accountseach credit rating pool based upon our customer aging trends, historical losswrite-off experience and anyapply it to our accounts receivable, (i.e., loss ratio approach). These two approaches are evaluated in consideration of other known information and customer specific customer collection issues that we have identified.and macroeconomic factors, including the price of diesel fuel, for purposes of determining the expected credit loss allowance.
FOREIGN CURRENCY. Most balance sheet accounts of foreign subsidiaries are remeasured and translated or remeasured at the current exchange rate as of the end of the year. Translation adjustments are recorded in other comprehensive (loss) income. Statement of operations items are translated at the average exchange ratesrate during the year.    The resulting translation adjustment is recorded net of tax as a separate component of comprehensive income in our statements of operations and comprehensive income in 2015. In 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international businesses and now the translation adjustment is recorded gross of related income tax benefits.
CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of bank deposits.deposits and highly liquid investments with an original maturity of three months or less from the time of purchase. Cash and cash equivalents held outside the United States totaled $217.1 million and $230.9 million as of December 31, 2021 and 2020. The majority of our cash and cash equivalents balance is denominated in U.S. dollars although these balances are frequently held in locations where the U.S. dollar is not the functional currency.
PREPAID EXPENSES AND OTHER. Prepaid expenses and other include such items as prepaid rent, software maintenance contracts, insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale.
RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term.
LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis.
PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful lives of the improvements.
46
We recognized the following depreciation expense (in thousands):
2021$39,790 
202042,890 
201945,016 
2017 $42,817
2016 36,212
2015 32,412

A summary of our property and equipment as of December 31, is as follows (in thousands):
20212020
Furniture, fixtures, and equipment$292,224 $286,277 
Buildings (1)
60,059 93,538 
Corporate aircraft (1)
— 11,461 
Leasehold improvements70,630 67,037 
Land11,014 19,816 
Construction in progress8,185 853 
Less: accumulated depreciation and amortization(302,281)(300,033)
Net property and equipment$139,831 $178,949 
 Useful Lives (in years) 2017 2016
Furniture, fixtures, and equipment3 to 12 $277,014
 $236,180
Buildings3 to 30 130,712
 130,050
Corporate aircraft10 11,334
 11,334
Leasehold improvements3 to 15 50,616
 40,312
Land  23,658
 23,635
Construction in progress  4,575
 8,534
Less accumulated depreciation  (267,583) (217,092)
Net property and equipment  $230,326
 $232,953
________________________________ 

(1) Our corporate aircraft and an office building in Kansas City, Missouri, have been reclassified as held-for-sale assets as of December 31, 2021. Held-for-sale assets of $35.0 million are expected to sell in the first half of 2022 and are included within Prepaid expenses and other current assets in our Consolidated Balance Sheet as of December 31, 2021. The estimated fair value of the assets that are held for sale is $64.0 million.
GOODWILL. Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (November 30 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 2.2, Goodwill and Other Intangible Assets.
OTHER INTANGIBLE ASSETS. Other intangible assets include definite-lived customer lists, trademarks, non-competition agreements, and indefinite-lived trademarks. The definite-lived intangible assets are being amortized using the straight-line method over their estimated lives, ranging from 5 to 8 years.lives. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The indefinite-lived trademarks are not amortized. Indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or annually, at a minimum. See Note 2.2, Goodwill and Other Intangible Assets.
OTHER ASSETS. Other assets include such items asconsist primarily of purchased and internally developed software, and the investments related to our nonqualified deferred compensation plan.software. We amortize software using the straight-line method over 3three years. We recognized the following amortization expense of purchased and internally developed software (in thousands):
2021$25,975 
202022,612 
201917,023 
2017 $13,887
2016 11,404
2015 9,624
A summary of our purchased and internally developed software as of December 31, is as follows (in thousands):
20212020
Purchased software$30,312 $29,029 
Internally developed software153,983 127,476 
Less accumulated amortization(114,183)(96,891)
Net software$70,112 $59,614 
47
 2017 2016
Purchased software$25,805
 $23,753
Internally developed software55,165
 51,507
Less accumulated amortization(54,194) (47,957)
Net software$26,776
 $27,303
INCOME TAXES. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates.
Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued.
The financial statement benefits of an uncertain income tax position are recognized when more likely than not, based on the technical merits, the position will be sustained upon examination. Unrecognized tax benefits are, more likely than not, owed to a taxing authority, and the amount of the contingency can be reasonably estimated. Uncertain income tax positions are included in “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets.

COMPREHENSIVE INCOME. Our only componentINCOME (LOSS). Comprehensive income (loss) consists primarily of other comprehensive income is foreign currency translation adjustment.adjustments. It is presented on our consolidated statements of operations and comprehensive income gross of related income tax effects for 2017 and 2016, net of related income tax effects for 2015.income.
STOCK-BASED COMPENSATION. We issue stock awards, including stock options, performance shares, and restricted stock units, to key employees and outside directors. In general, the awards vest over three to five years, either based on the company’s earnings or adjusted gross profit growth or the passage of time. The related compensation expense for each award is recognized over the appropriate vesting period. The fair value of each share-based payment award is established on the date of grant. For grants of shares and restricted stock units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 1512 percent to 2124 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stockexpected volatility and risk-free interest rates are the primary reason for changes in the discount.
For grants of options, we use the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life,term, risk-free interest rate, and expected dividends.dividend yield.


NOTE 2: GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill was allocated to each segment based on their relative fair value at November 30, 2016 due to the reorganization of our reporting structure. After that date, we allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The change in the carrying amount of goodwill is as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
December 31, 2019 balance
$1,015,570 $208,420 $67,770 $1,291,760 
Acquisitions176,484 780 — 177,264 
Foreign currency translation11,918 4,782 1,463 18,163 
December 31, 2020 balance
1,203,972 213,982 69,233 1,487,187 
Acquisitions243 — 10,754 10,997 
Foreign currency translation(7,882)(3,591)(1,957)(13,430)
December 31, 2021 balance
$1,196,333 $210,391 $78,030 $1,484,754 
  NAST Global Forwarding Robinson Fresh All Other and Corporate Total
December 31, 2015 balance $815,639
 $142,993
 $125,469
 $24,236
 $1,108,337
Acquisitions 97,727
 17,133
 15,033
 2,904
 132,797
Translation (6,136) (1,076) (944) (182) (8,338)
December 31, 2016 balance 907,230
 159,050
 139,558
 26,958
 1,232,796
Acquisitions 3,673
 24,918
 —
 —
 28,591
Translation 10,583
 1,905
 1,627
 314
 14,429
December 31, 2017 balance $921,486
 $185,873
 $141,185
 $27,272
 $1,275,816


Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero analysis”Analysis”). If the Step Zero analysisAnalysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, andan additional impairment assessment is performed (“Step One Analysis”). Refer to Critical Accounting PoliciesAs part of our Step Zero Analysis, we determined that the more likely than not criteria had not been met, and Estimates.therefore a Step One Analysis was not required.

48
No goodwill or intangible asset impairment has been recorded in any previous or current period presented.

Identifiable intangible assets consisted of the following at December 31 (in thousands): 
20212020
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Finite-lived intangibles
Customer relationships$169,308 $(88,302)$81,006 $171,684 $(67,312)$104,372 
Trademarks— — — 1,875 (937)938 
Total finite-lived intangibles169,308 (88,302)81,006 173,559 (68,249)105,310 
Indefinite-lived intangibles
Trademarks8,600 — 8,600 8,600 — 8,600 
Total intangibles$177,908 $(88,302)$89,606 $182,159 $(68,249)$113,910 
 2017 2016
 Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Finite-lived intangibles           
Customer relationships$263,093
 $(122,103) $140,990
 $244,036
 $(87,199) $156,837
Non-competition agreements300
 (180) 120
 500
 (287) 213
Total finite-lived intangibles263,393
 (122,283) 141,110
 244,536
 (87,486) 157,050
Indefinite-lived intangibles           
Trademarks10,475
 —
 10,475
 10,475
 —
 10,475
Total intangibles$273,868
 $(122,283) $151,585
 $255,011
 $(87,486) $167,525


Amortization expense for other intangible assets was (in thousands):
2021$25,494 
202036,225 
201938,410 
2017$36,273
201627,053
201524,373

Finite-lived intangible assets, by reportable segment, as of December 31, 2017,2021, will be amortized over their remaining lives as follows (in thousands):
NASTGlobal ForwardingAll Other and CorporateTotal
2022$8,096 $14,954 $1,137 $24,187 
20238,096 12,285 1,137 21,518 
20247,986 3,702 1,137 12,825 
20257,857 2,409 1,137 11,403 
20267,857 391 777 9,025 
Thereafter1,310 — 738 2,048 
Total$81,006 

 NAST Global Forwarding Robinson Fresh All Other and Corporate Total
2018$7,820
 $29,297
 $—
 $41
 $37,158
20197,820
 29,297
 —
 —
 37,117
2020260
 26,593
 —
 —
 26,853
2021260
 13,072
 —
 —
 13,332
2022260
 13,072
 —
 —
 13,332
Thereafter480
 12,838
 —
 —
 13,318
Total
       $141,110

NOTE 3: FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•Level 1-Quoted market prices in active markets for identical assets or liabilities.
•Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data.
•Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended December 31, 2017,2021, or December 31, 2016.2020. There were no transfers between levels during the period.


49
NOTE 4: FINANCING ARRANGEMENTS
Senior Unsecured Revolving Credit FacilityThe components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as ofCarrying value as of
December 31, 2021December 31, 2020MaturityDecember 31, 2021December 31, 2020
Revolving credit facility1.23 %— %October 2023$525,000 $— 
Senior Notes, Series A3.97 %3.97 %August 2023175,000 175,000 
Senior Notes, Series B4.26 %4.26 %August 2028150,000 150,000 
Senior Notes, Series C4.60 %4.60 %August 2033175,000 175,000 
Receivables securitization facility (1)
0.73 %— %November 2023299,481 — 
Senior Notes (1)
4.20 %4.20 %April 2028594,168 593,301 
Total debt1,918,649 1,093,301 
Less: Current maturities and short-term borrowing(525,000)— 
Long-term debt$1,393,649 $1,093,301 
On October 29, 2012, we entered into________________________________ 
(1) Net of unamortized discounts and issuance costs.
SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility for up to $500 million with a $500 million accordion feature (the “Credit Agreement”), with a syndicatetotal availability of financial institutions led$1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by U.S. Bank. In December 2014, we amendeda pricing schedule or the credit facility to increasebase rate (which is the amount available from $500 million to $900 million and to extendhighest of (a) the expiration date from October 2017 to December 2019. This facility allows us to continue to fund working capital, capital expenditures, dividends, and share repurchases.
administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin). As of December 31, 2017 and 2016, we had $715 million and $740 million in borrowings outstanding2021, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the Credit Agreement, which is classified as a current liability on the consolidated balance sheets. At December 31, 2017, we had borrowing availability of $185 million.facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month LIBOR plus a specified margin). As of December 31, 2017, the variable rate equaled LIBOR plus 1.13 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility. The weighted average interest rate incurred on borrowings during 2017 was approximately 2.2 percent and at December 31, 2017, was approximately 2.7 percent. The weighted average interest rate incurred on borrowings during 2016 was approximately 1.5 percent and at December 31, 2016, was approximately 1.9 percent.
The Credit Agreement contains various restrictions and covenants. Among other requirements, we may not permit ourcovenants that require us to maintain certain financial ratios, including a maximum leverage ratio as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization to be greater than 0.653.50 to 1.00. Additionally, as a result of amending the Note Purchase Agreement in February 2015, the ratio of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), as of the end of each of our fiscal quarters, may not exceed 3.00 to 1.00. We were in compliance with the financial debt covenants as of December 31, 2017.
The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.
Note Purchase AgreementNOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”) named therein (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement,On August 27, 2013, the Purchasers purchased on August 27, 2013, (i) $175 millionan aggregate principal amount of the company’s 3.97 percent$500 million of our Senior Notes, Series A, due August 27, 2023 (the “Series A Notes”), (ii) $150 million aggregate principal amount of the company’s 4.26 percent Senior Notes Series B, due August 27, 2028 (the “Series B Notes”), and (iii) $175 million aggregate principal amount of the company’s 4.60 percent Senior Notes Series C, due August 27, 2033collectively (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). Interest on the fixed-rate Notes is payable semi-annually in arrears. We applied the proceeds of the saleThe fair value of the Notes approximated $543.5 million at December 31, 2021. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for share repurchases.similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2.
The Note Purchase Agreement contains customary provisions for transactions of this type, including representationsvarious restrictions and warranties regarding the company and its subsidiaries and various covenants, including covenants that require us to maintain specifiedcertain financial ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit ourratios, including a maximum leverage ratio as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness3.00 to (ii) Consolidated Total Capitalization to be greater than 0.65 to 1.00; we will not permit the1.00, a minimum interest coverage ratio as of the end of each of our fiscal quarters and for the twelve-month period ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than 2.00 to 1.00; we will not permit, as of the end of each of our fiscal quarters, Consolidated Priority Debt1.00, and a maximum consolidated priority debt to exceed 15% of Consolidated Total Assets. The Note Purchase Agreement was amended in February 2015 to conform its financial covenants to be consistent with the amended Credit Agreement. As a result of amending the Note Purchase Agreement in February 2015, theconsolidated total asset ratio of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), as of the end of each of our fiscal quarters, may not exceed 3.00 to 1.00. We were in compliance with the financial debt covenants as of December 31, 2017.

15 percent.
The Note Purchase Agreement provides for customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the Notes, covenant defaults, cross-defaults to other agreements evidencing indebtedness of the company or its subsidiaries, certain judgments against the company or its subsidiaries, and events of bankruptcy involving the company or its material subsidiaries.default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable.
Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount,” and accrued and unpaid interestamount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson
50
Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.
The Notes were issued by On November 19, 2021, we amended the companyNote Purchase Agreement to such initial Purchasers in a private placement in reliance on Section 4(2)among other things, facilitate the terms of the Securities Act of 1933, as amended. The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements.
The fair value of long-term debt was approximately $546.6 million at December 31, 2017, and $528.0 million at December 31, 2016. We estimate the fair value of our debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own credit risk. If our long-term debt was recorded at fair value, it would be classified as Level 2.Receivables Securitization Facility.
U.S. Trade Accounts Receivable SecuritizationTRADE ACCOUNTS RECEIVABLE SECURITIZATION
On April 26, 2017,November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York BranchAmerica, N.A. and Wells Fargo Bank, National AssociationN.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable and provides fundingwith a total availability of up to $250 million. The borrowings outstanding under the Receivables Securitization Facility were $250$300 million as of December 31, 2017, and are classified as long-term debt on the condensed consolidated balance sheets. The borrowings under the Receivables Securitization Facility were used to pay down amounts previously outstanding on the Credit Agreement.2021. The interest rate on borrowings under the Receivables Securitization Facility is based on the asset-backed commercial paper rateBloomberg Short Term Bank Yield Index (“BSBY”) plus a margin or 30 day LIBOR plus a margin for a combined rate of 2.0 percent for the year ended December 31, 2017. The Receivables Securitization Facility expires on April 26, 2019, unless extended by the parties.margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties and is recorded as a noncurrent liability as of December 31, 2021. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on long-term borrowings on the consolidated statement of cash flows.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events including, but not limited to, the failure to pay yield, fees, and other amounts due, defaults on certain other indebtedness, failure to discharge certain judgments, insolvency events, change in control, and exceeding certain financial ratios designed to capture events negatively affecting the overall credit quality of the receivables.events.
The recorded amount of borrowings outstanding onOn February 1, 2022, we amended the Receivables Securitization Facility approximatesprimarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement.

On April 26, 2017, we entered into a receivables purchase agreement and related transaction documents with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Wells Fargo Bank, N.A. to provide a receivables securitization facility with funding of up to $250 million. On December 17, 2018, we entered into an amendment on this facility, which changed the lending parties to Wells Fargo Bank, N.A. and Bank of America, N.A. and extended the maturity date from April 26, 2019, to December 17, 2020. The facility expired on December 17, 2020, and it was not renewed; however, we entered into a new receivables securitization facility in November 2021 as described above.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value because it can be redeemed on short noticeof the Senior Notes, excluding debt discounts and the interest rate floats, therefore, we consider these borrowings to be a Level 2 financial liability.
Asissuance costs, approximated $677.1 million as of December 31, 2017,2021, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.2 million as of December 31, 2021. If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we 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.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens; enter into sales and leaseback transactions above certain limits; and consolidate, merge, or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in compliancecertain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants underand events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the Credit Agreement, Note Purchase Agreement,indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

51
In addition to the above financing agreements we have a $15 million discretionary line of credit with U.S. Bank of which $7.9 million is currently utilized for standby letters of credit related to insurance collateral as of December 31, 2021. These standby letters of credit are renewed annually and Receivables Securitization Facility.were undrawn as of December 31, 2021.


NOTE 5: INCOME TAXES

C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent and requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries.

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

In connection with our initial analysis of the impact of the Tax Act, we have recorded a discrete net tax benefit of $12.1 million in the year ended December 31, 2017. The net benefit consists of a benefit for the revaluation of deferred tax assets and liabilities of $22.9 million, a net expense for one-time impacts of the Tax Act of $6.8 million, and an expense for transition taxes of $4.0 million. We have not yet completed our accounting for the income tax effects of certain elements of the Tax Act but we were able to make reasonable estimates for elements in which our analysis is not complete and have therefore recorded provisional adjustments. These items include our revaluation of deferred tax assets and liabilities and the expense for transition taxes.

During 2017, we recorded a net tax benefit of $19.7 million due to deductions under Section 199 of the Internal Revenue Code.
During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. This adoption resulted in a net tax benefit of $13.7 million during the year.

During the first quarter of 2016, we asserted that we will indefinitely reinvest earnings of foreign subsidiaries to support expansion of our international business. In 2017, our indefinite reinvestment strategy, with respect to unremitted earnings of our foreign subsidiaries provided an approximate $3.7 million benefit to our provision for income taxes related to current year earnings. If we repatriated all foreign earnings, the estimated effect on income taxes payable would be an increase of approximately $12.1 million as of December 31, 2017. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2010.2014. We are currently under an Internal Revenue Service audit for the 2015-2017 tax years.

In 2019, we removed our assertion that the unremitted earnings of our foreign subsidiaries were permanently reinvested with limited exceptions. If we repatriated all foreign earnings that are still considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of December 31, 2021.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allows for a deferral of the employer share of federal payroll taxes otherwise due through December 31, 2020. Under the act, 50 percent of the deferred amount was due December 31, 2021, and the remaining 50 percent is due December 31, 2022. This provision allows us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provides for a tax credit of up to $5,000 related to wages and health benefits provided to an employee whose work from March 17, 2020, through December 31, 2020, was impacted by COVID-19. Through December 31, 2021, we have recognized a payroll deferral and tax credit of $14.7 million and $0.7 million, respectively, under the CARES Act.
On December 28, 2021, the Treasury Department released final regulations on determining the foreign tax credit, and allocating and apportioning deductions, under the Internal Revenue Code. The impact of this finalized guidance is not expected to have a material impact on our results.
Income before provision for income taxes consisted of (in thousands):
202120202019
Domestic$566,847 $499,384 $649,742 
Foreign455,444 128,947 92,515 
Total$1,022,291 $628,331 $742,257 
  2017 2016 2015
Domestic $638,718
 $710,931
 $729,390
Foreign 89,745
 101,019
 93,391
Total $728,463
 $811,950
 $822,781

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):
202120202019
Unrecognized tax benefits, beginning of period$36,216 $33,938 $31,515 
Additions based on tax positions related to the current year3,530 3,172 2,212 
Additions for tax positions of prior years1,919 1,568 2,148 
Reductions for tax positions of prior years(2,431)(124)— 
Lapse in statute of limitations(1,932)(2,276)(1,703)
Settlements— (62)(234)
Unrecognized tax benefits, end of the period$37,302 $36,216 $33,938 

 2017 2016 2015
Unrecognized tax benefits, beginning of period$12,268
 $13,271
 $18,274
Additions based on tax positions related to the current year4,014
 —
 1,520
Additions for tax positions of prior years16,713
 55
 —
Reductions for tax positions of prior years—
 (211) (810)
Lapse in statute of limitations(1,189) (847) (5,188)
Settlements—
 —
 (525)
Unrecognized tax benefits, end of the period$31,806
 $12,268
 $13,271

Income tax expense considers amounts that may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued.
As of December 31, 2017,2021, we had $38.6$42.9 million of unrecognized tax benefits and related interest and penalties, all of which would affect our effective tax rate if recognized. In the unlikely event these unrecognized tax benefits and related interest and penalties were recognized fully in 2021, the impact to the annual effective tax rate would have been 4.2 percent. We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next 12 months. The total liability for unrecognized tax benefits is expected to decrease by approximately $5.9 million in the next 12 months due to lapsing of statutes.
Income tax expense considers amounts which may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued.
52
We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, we recognized approximately $0.7 million $0.9 million, $1.0 million, and $1.2$1.0 million in interest and penalties. We had approximately $6.8$5.6 million and $6.6$6.1 million for the payment of interest and penalties related to uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 20172021 and 2016.2020, respectively. These amounts are not included in the reconciliation above.
The components of the provision for income taxes consist of the following for the years ended December 31 (in thousands):
202120202019
Tax provision:
Federal$165,218 $99,901 $106,009 
State36,718 19,825 25,788 
Foreign85,654 40,103 35,899 
287,590 159,829 167,696 
Deferred provision (benefit):
Federal(90,960)(28,238)1,554 
State(16,176)(5,749)316 
Foreign(2,408)(3,932)(4,277)
(109,544)(37,919)(2,407)
Total provision$178,046 $121,910 $165,289 
 2017 2016 2015
Tax provision:     
Federal$189,708
 $222,685
 $259,793
State29,320
 31,786
 37,129
Foreign32,638
 29,086
 33,255
 251,666
 283,557
 330,177
Deferred provision (benefit):     
Federal(21,389) 13,936
 (14,559)
State(3,048) 1,986
 (2,074)
Foreign(3,659) (913) (462)
 (28,096) 15,009
 (17,095)
Total provision$223,570
 $298,566
 $313,082


Our provision for income taxes decreased by $19.7 million due to the benefit of deductions under section 199 of the Internal Revenue Code, by $13.7 million due to our adoption of ASU 2016-09, and $12.1 million due to the impact of the Tax Act.
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the years ended December 31, is as follows:
202120202019
Federal statutory rate21.0 %21.0 %21.0 %
State income taxes, net of federal benefit1.7 2.5 2.8 
Share-based payment awards(0.6)(2.8)(0.9)
Excess foreign tax credits(0.4)(2.2)(1.5)
Other U.S. tax credits and incentives(3.3)(1.4)(0.9)
Foreign(1.2)1.3 1.7 
Other0.2 1.0 0.1 
Effective income tax rate17.4 %19.4 %22.3 %

53
 2017 2016 2015
Federal statutory rate35.0 % 35.0 % 35.0%
State income taxes, net of federal benefit2.6
 2.7
 2.8
Tax Act impact(1.7) —
 —
Section 199 deduction(2.8) —
 —
ASU 2016-09 adoption(1.9) —
 —
Other(0.5) (0.9) 0.3
Effective income tax rate30.7 % 36.8 % 38.1%


Deferred tax assets (liabilities) are comprised of the following at December 31 (in thousands):
20212020
Deferred tax assets:
Lease liabilities$60,846 $82,982 
Compensation71,770 60,160 
Accrued expenses92,936 39,987 
Foreign affiliate prepayment88,399 — 
Other22,925 26,848 
Deferred tax liabilities:
Right-of-use assets(56,044)(77,513)
Intangible assets(79,198)(81,210)
Accrued revenue(47,255)(18,978)
Prepaid assets(14,021)(5,732)
Long-lived assets(10,387)(12,722)
Foreign withholding tax(11,917)(10,222)
Other(9,267)(7,142)
Net deferred tax assets (liabilities)$108,787 $(3,542)
 2017 2016
Deferred tax assets:   
Compensation$52,538
 $80,338
Receivables8,819
 13,471
Other7,892
 11,433
Deferred tax liabilities:   
Intangible assets(81,932) (131,698)
Prepaid assets(8,247) (14,540)
Long-lived assets(15,465) (21,268)
Other(2,090) (608)
Net deferred tax liabilities$(38,485) $(62,872)

The Tax Act reduces the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we have recorded a provisional decrease related to deferred tax assets and deferred tax liabilities of $34.4 million and $57.3 million, respectively.


We had foreign net operating loss carryforwards with a tax effect of $10.9$8.6 million as of December 31, 2017,2021, and $9.0$11.0 million as of December 31, 2016.2020. The net operating loss carryforwards will expire at various dates from 20182022 to 2025,2028, with certain jurisdictions having indefinite carryforward terms. A full valuation allowance has been established for theseWe continually monitor and review the foreign net operating loss carryforwards dueto determine the ability to realize the deferred tax assets associated with the foreign net operating loss carryforwards. As of December 31, 2021 and 2020, we have recorded a valuation allowance of $2.5 million and $7.6 million, respectively, against the deferred tax asset related to the uncertainty of the use of the tax benefit in future periods.foreign operating loss carryforwards.


NOTE 6: CAPITAL STOCK AND STOCK AWARD PLANS
PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt.
COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $.10$0.10 per share. Subject to the rights of preferred stock, which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution.
For each share of common stock held, stockholders are entitled to one1 vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable.
54
STOCK AWARD PLANS. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
 2017 2016 2015
Stock options$10,109
 $9,178
 $14,607
Stock awards29,217
 25,912
 40,785
Company expense on ESPP discount2,479
 2,475
 2,269
Total stock-based compensation expense$41,805
 $37,565
 $57,661

202120202019
Stock options$16,128 $20,162 $16,073 
Stock awards110,701 20,985 20,170 
Company expense on ESPP discount3,148 2,848 2,840 
Total stock-based compensation expense$129,977 $43,995 $39,083 
On May 12, 2016,9, 2019, our shareholders approved an amendment to and restatement of our 2013 Equity Incentive Plan which(the “Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and restrictedperformance shares and restricted stock units, to our key employees and outside directors. AAt the time our shareholders approved adding additional shares to the plan, a maximum of 13,041,80317,041,803 shares canare available to be granted under this plan. Approximately 2,920,0991,780,727 shares were available for stock awards under this plan as of December 31, 2017.2021. Shares subject to awards that expire or are canceled without delivery of shares or that are settled in cash, generally become available again for issuance under the plan.
We have awarded performance-based stock options to certain key employees. These options are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. Any options remaining unvested at the end of the five-year vesting period are forfeited to the company. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of December 31, 2017, unrecognized compensation expense related to stock options was $58.4 million. The amount of future expense to be recognized will be based on the company’s earnings growth and certain other conditions.
The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2017, relate to performance-based grants from 2013 and 2014 and time-based grants from 2015 through 2017.
 Options 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
(in thousands)
 
Average
Remaining
Life
(years)
Outstanding at December 31, 20167,007,923
 $67.00
 $43,875
 7.7
Grants1,452,765
 87.11
    
Exercised(388,135) 63.81
    
Terminated(690,481) 62.17
    
Outstanding at December 31, 20177,382,072
 $71.58
 $129,295
 7.6
        
Vested at December 31, 20172,990,514
 $65.79
   6.3
Exercisable at December 31, 20172,990,514
 $65.79
   6.3
Additional potential dilutive stock options totaling 1,357,290 for 2017 have been excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).
Information on the intrinsic value of options exercised is as follows (in thousands):
2017$6,026
2016981
2015400

The following table summarizes performance based options by vesting period:
First Vesting Date Last Vesting Date Options
Granted, Net of
Forfeitures		 Weighted
Average Grant
Date Fair Value		 Unvested Options
December 31, 2014 December 31, 2018 1,412,773
 11.83
 403,149
December 31, 2015 December 31, 2019 1,271,223
 14.17
 682,926
    2,683,996
 $12.94
 1,086,075
We issued no performance-based options in 2015, 2016, or 2017. STOCK OPTIONS. We have awarded stock options to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model and is being expensed over the vesting period of the award. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The following schedule summarizes stock option activity in the plans. All outstanding unvested options as of December 31, 2021, relate to time-based grants from 2015 through 2020.
OptionsWeighted
Average
Exercise
Price		Aggregate
Intrinsic
Value
(in thousands)		Average
Remaining
Life
(years)
Outstanding at December 31, 20207,260,840 $76.37 $127,065 6.6
Exercised(748,198)71.95 
Forfeitures(18,778)76.03 
Outstanding at December 31, 20216,493,864 $76.88 $199,682 5.8
Vested at December 31, 20214,789,677 $76.08 5.2
Exercisable at December 31, 20214,789,677 $76.08 5.2
As of December 31, 2021, unrecognized compensation expense related to stock options was $26.6 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
Additional potential dilutive stock options totaling 3,924 for 2021 have been excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).
55
Information on the intrinsic value of options exercised is as follows (in thousands):
2021$20,427 
202038,551 
201915,862 
The following table summarizes these unvested stock option grants as of December 31, 2017:2021:
First Vesting DateLast Vesting DateOptions
Granted, Net of
Forfeitures
Weighted
Average Grant
Date Fair Value(1)
Unvested Options
December 31, 2018December 31, 20221,441,636 $14.25 276,353 
December 31, 2019December 31, 20231,154,019 20.12 451,674 
December 31, 2020December 31, 20241,638,791 13.87 976,160 
4,234,446 $15.70 1,704,187 
________________________________ 
First Vesting Date Last Vesting Date Options
Granted, Net of
Forfeitures		 Weighted
Average Grant
Date Fair Value		 Unvested Options
December 31, 2016 December 31, 2020 1,423,053
 $12.66
 855,984
December 31, 2017 December 31, 2021 1,253,169
 $12.60
 1,003,429
December 31, 2018 December 31, 2022 1,446,070
 $14.24
 1,446,070
    4,122,292
 $13.20
 3,305,483
(1) Amount shown is the weighted average grant date fair value of options granted, net of forfeitures.
Determining Fair Value
We estimated the fair value of stock options granted using the Black-Scholes option pricing model. We estimate the fair value of restricted shares and units using the Black-Scholes option pricing model-protective put method. A description of significant assumptions used to estimatedetermine the expected volatility, risk-free interest rate, dividend yield, expected volatility, and expected terms isterm are as follows:
Expected Volatility-Expected volatility was determined based on implied volatility of our traded options and historical volatility of our stock price.
Risk-Free Interest Rate-The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues at the date of grant with a term equal to the expected term.
Dividend Yield-The dividend yield assumption is based on our history of dividend payouts. 
Expected Volatility-Expected volatility was determined based on the implied volatility of traded options of our stock and the historical volatility of our stock price.
Expected Term-Expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience and anticipated future exercise patterns, giving consideration to the contractual terms of unexercised stock-based awards.
The fair value per option was estimated using the Black-Scholes option pricing model with the following assumptions:
2020 Grants2019 Grants
Weighted-average risk-free interest rate1.6%2.1%
Expected dividend yield2.5%2.0%
Weighted-average volatility23%25%
Expected term (in years)8.916.08
Weighted average fair value per option$13.88 $17.52 
 2017 Grants 2016 Grants 2015 Grants
Risk-free interest rate2.27-2.28%
 2.13-2.14%
 1.95-1.96%
Dividend per share (quarterly amounts)$0.45-0.46
 $0.43-0.45
 $0.38-0.43
Expected volatility factor19.0-21.5%
 20.0-21.5%
 22.0-24.0%
Expected option term6.20 years
 6.26 years
 6.29 years
Weighted average fair value per option$14.23
 $12.60
 $12.68
FULL VALUESTOCK AWARDS. We have awarded performance-based restricted shares, andperformance-based restricted stock units, to certain key employees and non-employee directors. Thesetime-based restricted stock units. All of our awards are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth. The awards also contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants vary from 1512 percent to 2124 percent and are calculated using the Black-Scholes option pricing model-protective put method. ChangesThe duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.

Performance-based Awards
We have awarded performance-based restricted shares through 2020 to certain key employees and non-employee directors. These awards vest over a five-year period based on the company’s earnings growth. In 2021, we have awarded performance-based restricted stock units to certain key employees and non-employee directors. These awards vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These performance-based restricted stock unit awards contain an upside opportunity of 200 percent contingent upon obtaining certain earnings per share and adjusted gross profit targets.
56
The following table summarizes our unvested performance basedperformance-based restricted shares and restricted stock unit grants as of December 31, 2017:2021:
Number of Restricted Shares and Restricted Stock UnitsWeighted Average
Grant Date Fair Value
Unvested at December 31, 20201,102,211 $67.29 
Granted(1)
292,993 74.92 
Performance-based grant adjustment(2)
29,147 67.13 
Vested(980,188)67.37 
Forfeitures(36,521)71.10 
Unvested at December 31, 2021407,642 $72.21 
 
Number of 
Shares and Restricted Stock Units
 
Weighted Average
Grant Date Fair Value
Unvested at December 31, 20161,245,175
 $55.90
Granted310,071
 74.14
Vested(121,030) 55.77
Forfeitures(218,757) 49.51
Unvested at December 31, 20171,215,459
 $61.71
________________________________ 
(1) Amount represents performance-based restricted stock unit grants at target.
(2)Amount represents incremental shares issuable for achieving 200 percent upside upon meeting certain adjusted gross profit targets in 2021.
The following table summarizes performance basedunvested performance-based restricted shares and restricted stock units by vesting period:
First Vesting DateLast Vesting DatePerformance Shares and Stock Units
Granted, Net of
Forfeitures
Weighted
Average Grant
Date Fair Value (1)
Unvested Performance Shares and Restricted Stock Units
December 31, 2019December 31, 2023354,005 $73.79 70,756 
December 31, 2020December 31, 2024401,548 59.34 80,268 
December 31, 2021December 31, 2025285,765 74.91 256,618 
1,041,318 $68.53 407,642 
First Vesting Date Last Vesting Date 
Performance Shares and Stock Units
Granted, Net of
Forfeitures
 
Weighted
Average Grant
Date Fair Value (1)
 Unvested Performance Shares and Restricted Stock Units
December 31, 2014 December 31, 2018 387,587
 $46.50
 109,784
December 31, 2015 December 31, 2019 329,596
 60.80
 175,904
December 31, 2016 December 31, 2020 392,990
 51.88
 309,300
December 31, 2017 December 31, 2021 343,014
 64.91
 312,142
December 31, 2018 December 31, 2022 308,329
 74.19
 308,329
    1,761,516
 $58.71
 1,215,459
________________________________ 
________________________ 
(1)Amount shown is the weighted average grant date fair value of performance shares and restricted stock units granted, net of forfeitures.
We have also awarded time-based(1) Amount shown is the weighted average grant date fair value of performance-based restricted shares and restricted stock units granted, net of forfeitures.

We granted an additional 330,072 performance-based restricted stock units at target on February 9, 2022. These awards have a weighted average grant date fair value of $76.74 and will vest over a three-year period based upon our cumulative three-year earnings per share growth and annual adjusted gross profit growth.
Time-based Awards
We award time-based restricted stock units to certain key employees thatand non-employee directors. Time-based awards granted through 2020 vest over a five-year while time-based awards granted in 2021 vest over a three-year period primarily based on theirthe passage of time and the employee's continued employment. The value of these awards is established by the market price on the date of the grant and is being expensed over the vesting period of the award.
The following table summarizes theseour unvested time-based restricted share and restricted stock unit grants as of December 31, 2017:
 
Number of Restricted
Shares and Stock Units
 
Weighted Average
Grant Date Fair Value
Unvested at December 31, 20161,240,156
 $56.70
Granted280,097
 74.17
Vested(386,859) 54.39
Forfeitures(75,944) 56.41
Unvested at December 31, 20171,057,450
 $62.20
2021:
Number of Restricted
Shares and Stock Units		Weighted Average
Grant Date Fair Value
Unvested at December 31, 2020598,039 $60.24 
Granted666,311 72.09 
Vested(439,695)69.29 
Forfeitures(61,174)68.12 
Unvested at December 31, 2021763,481 $69.42 
We have also issued to certain key employees and non-employee directorsgranted an additional 634,118 time-based restricted stock units which are fully vested upon issuance.on February 9, 2022. These units contain restrictions on the awardees’ ability to sell or transfer vested units forawards have a specified period of time. Theweighted average grant date fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.$74.67 and will vest over a three-year period with a first vesting date of December 31, 2022.
57
A summary of the fair value of full valuestock awards vested (in thousands):
2017$29,217
201625,912
201540,785
2021$110,701 
202020,985 
201920,170 
As of December 31, 2017,2021, there was unrecognized compensation expense of $140.8$88.3 million related to previously granted full valuestock awards. The amount of future expense to be recognized will be based on the company’s earnings growth and the continued employment of certain key employees.

EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):
Shares Purchased
By Employees		Aggregate Cost
to Employees		Expense Recognized
By the Company
2021220,970 $17,838 $3,148 
2020236,062 16,146 2,848 
2019224,596 16,093 2,840 
  
Shares Purchased
By Employees
 
Aggregate Cost
to Employees
 
Expense Recognized
By the Company
2017 215,613
 $14,048
 $2,479
2016 225,241
 14,032
 2,475
2015 228,103
 13,045
 2,269


SHARE REPURCHASE PROGRAMS. During 2013,In May 2018, the Board of Directors authorized a share repurchase program that allows the Company to repurchase 15,000,000 shares of our common stock. On December 9, 2021, the Board of Directors increased the numbercompany’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2021, we have 21,635,388 shares authorized to be repurchased by 15,000,000 shares (the “2013 Program”).remaining under the share repurchase authorization. The activity under this authorizationthese authorizations is as follows (dollar amounts in thousands):
Shares RepurchasedTotal Value of Shares
Repurchased
2019 Repurchases3,434,102 $306,444 
2020 Repurchases2,542,915 182,745 
2021 Repurchases6,154,364 580,818 

  Shares Repurchased Total Value of Shares
Repurchased
2013 Program    
2013 Repurchases 930,075
 $57,689
2014 Repurchases 3,763,583
 239,037
2015 Repurchases 3,420,681
 232,113
2016 Repurchases 2,467,097
 176,676
2017 Repurchases 2,426,407
 179,985
As of December 31, 2017, there were 1,992,157 shares remaining for repurchase under the 2013 authorization.

NOTE 7: COMMITMENTS AND CONTINGENCIES
EMPLOYEE BENEFIT PLANS. We offer a defined contribution plan, which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible U.S. employees. We can also elect to make matching contributions to the plan. Annual discretionary contributions may also be made to the plan. Defined contribution plan expense, including matching contributions, was approximately (in thousands):
2021$48,714 
202018,827 
201942,491 
2017$27,530
201625,740
201546,507
We have committed to a defined contribution match of four percent of eligible compensation in 2018. We contributed a defined contribution match of four6 percent in 2017, 2016,2021 and 2015.
NONQUALIFIED DEFERRED COMPENSATION PLAN. All restricted shares vested but not yet delivered, as well as a deferred share award granted2019. Effective May 22, 2020, we temporarily suspended the employer-matching contribution due to our CEO, are held within this plan.
LEASE COMMITMENTS. We lease certain facilities and equipment under operating leases. Information regarding our lease expense is as follows (in thousands):
2017$60,864
201655,170
201556,210

Minimum future lease commitments under noncancelable lease agreements in excess of one year as of December 31, 2017, are as follows (in thousands):
2018$51,273
201946,172
202039,825
202129,851
202222,807
Thereafter92,797
Total$282,725
In addition to minimum lease payments, we are typically responsible under our lease agreements to pay our pro rata share of maintenance expenses, common charges, and real estate taxesthe impacts of the buildings in which we lease space.COVID-19 pandemic. The employer-matching contribution was reinstated effective January 1, 2021.
LEASE COMMITMENTS. We maintain operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. See Note 11, Leases, for further information.
58
LITIGATION. We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including 16certain contingent auto liability cases as of December 31, 2017.2021. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.


NOTE 8: ACQUISITIONS
Combinex Holding B.V.
On August 31, 2017,June 3, 2021, we acquired all of the outstanding shares of Milgram & Company Ltd. ("Milgram"Combinex Holding B.V. (“Combinex”) for the purpose of expandingto strengthen our global presence and bringing additional capabilities and expertise to our portfolio.European road transportation presence. Total purchase consideration, net of cash acquired was $47.3$14.7 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 Estimated Life (years)  
Customer relationships7 $14,004
Estimated Life (years)
Customer relationships7$3,942 
There was $28.6$10.8 million of goodwill recorded related to the acquisition of Milgram.Combinex. The MilgramCombinex goodwill is a result of acquiring and retaining the Milgram existingCombinex workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary, subject to revision primarily related to certain income tax related balances expected to be finalized in 2018. The goodwill is not deductible for tax purposes. The results of operations of Milgram have been included in our consolidated financial statements since September 1, 2017. Pro forma financial information for prior periods is not presented because we believe the acquisition to be not material to our consolidated results.
On September 30, 2016, we acquired all of the outstanding stock of APC Logistics (“APC”) for the purpose of expanding our global presence and bringing additional capabilities and expertise to the company’s portfolio. Total purchase consideration was $229.4 million, which was paid in cash. We used advances under the Credit Agreement to fund part of the cash consideration. The following is a summary of the allocation of purchase price consideration to the estimated fair value of net assets for the acquisition of APC (in thousands):
Cash and cash equivalents$10,181
Receivables37,190
Other current assets2,609
Property and equipment1,696
Identifiable intangible assets78,842
Goodwill132,797
Other noncurrent assets70
Long term deferred tax asset814
Total assets264,199
  
Accounts payable(22,147)
Accrued expenses(12,700)
Net assets acquired$229,352

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
 Estimated Life (years)  
Customer relationships7 $78,842
The APC goodwill is a result of acquiring and retaining the APC existing workforce and expected synergies from integrating their business into ours. Purchase accounting is considered final.complete. The goodwill will not be deductible for tax purposes. The results of operations of APCCombinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since October 1, 2016. Pro forma financial information for prior periods is not presented because we believe the acquisition to be not material to our consolidated results.June 3, 2021.

Prime Distribution Services
On January 1, 2015,March 2, 2020, we acquired all of the outstanding stockshares of Freightquote.com, Inc.Prime Distribution Services (“Prime Distribution”), (“Freightquote”)a leading provider of retail consolidation services in North America, for the purpose of enhancing our less than truckload (“LTL”) and truckload businesses and expanding our ecommerce capabilities. Total purchase consideration was $398.6$222.7 million which was paid in cash. We used advances under the Credit AgreementThis acquisition adds scale and value-added warehouse capabilities to fund partour retail consolidation platform, adding to our global suite of the cash consideration. services.
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Freightquote (in thousands):
Cash and cash equivalents$29,302
Receivables56,228
Other current assets2,395
Property and equipment43,687
Identifiable intangible assets37,800
Goodwill287,220
Trademarks8,600
Other noncurrent assets3,421
Total assets468,653
  
Accounts payable(44,622)
Accrued expenses(5,485)
Other liabilities(19,939)
Net assets acquired$398,607

Following are the details of the purchase price allocated to the intangible assets acquiredPrime Distribution (dollars in thousands):
Current assets$8,879 
Property and equipment7,356 
Right-of-use lease assets35,017 
Other intangible assets55,000 
Goodwill176,727 
Total assets282,979 
Current liabilities12,243 
Lease liabilities35,017 
Deferred tax liabilities13,001 
Net assets acquired$222,718 
59
 Estimated Life (years)  
Customer relationships5 $37,500
Noncompete agreements5 300
Total identifiable intangible assets  $37,800

We also acquired a trademark valued at $8.6Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$55,000 
There was $176.7 million which has been determinedof goodwill recorded related to be indefinite-lived.the acquisition of Prime Distribution. The FreightquotePrime Distribution goodwill is a result of acquiring and retaining the Freightquote existingPrime Distribution workforce and expected synergies from integrating theirits business into ours. Purchase accounting is considered final.complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of FreightquotePrime Distribution have been included as part of the North American Surface Transportation (“NAST”) segment in our consolidated financial statements since March 1, 2020.
Dema Service S.p.A
On May 22, 2019, we acquired all of the outstanding shares of Dema Service S.p.A. (“Dema Service”) to strengthen our existing footprint in Italy. Total purchase consideration, net of cash acquired was $14.2 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$4,252 
There was $7.8 million of goodwill recorded related to the acquisition date of JanuaryDema Service. The Dema Service goodwill is a result of acquiring and retaining the Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered final. No goodwill was recognized for Italian tax purposes from the acquisition. The results of operations of Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since May 23, 2019.
The Space Cargo Group
On February 28, 2019, we acquired all of the outstanding shares of The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was $45.5 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
Estimated Life (years)
Customer relationships7$16,439 
There was $26.7 million of goodwill recorded related to the acquisition of Space Cargo. The Space Cargo goodwill is a result of acquiring and retaining the Space Cargo workforce and expected synergies from integrating its business into ours. Purchase accounting is considered final. No goodwill was recognized for Spanish tax purposes from the acquisition. The results of operations of Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since March 1, 2015.2019.

60
NOTE 9: SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. We identify three2 reportable segments as follows:
•North American Surface Transportation: NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST includeare truckload LTL, and intermodal.
less than truckload (“LTL”) transportation services.
•Global Forwarding: Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Australia, New Zealand,Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
•All Other and Corporate: All Other and Corporate includes our Robinson Fresh: Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services under the trade name of Robinson Fresh. Our sourcing services primarily includeincluding the buying, selling, andand/or marketing of fresh fruits, vegetables, and other perishable items. Robinson Fresh sources products from around the world and has a physical presence in North America, Europe, Asia, and South America. This segment oftenManaged Services provides the logistics and transportation of the products they sell, in addition to temperature controlled transportation services for its customers.
•
All Other and Corporate: All Other and Corporate includes our Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Managed Services provides Transportation Management Services, or Managed TMS®Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides services similar to NAST across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker, our Chief Executive Officer. The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. Segment information for prior years has been retroactively recast to align with current year presentation. SegmentEurope Surface Transportation segment. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.
Reportable segment information as of, and for the years ended, December 31, 2017, 2016,2021, 2020, and 20152019, is as follows (dollars in thousands):
NASTGlobal ForwardingAll Other and CorporateConsolidated
Twelve Months Ended December 31, 2021
Total revenues$14,507,917 $6,729,790 $1,864,431 $23,102,138 
Income (loss) from operations585,351 510,756 (13,999)1,082,108 
Depreciation and amortization26,243 22,823 42,193 91,259 
Total assets (1)
3,349,578 2,843,239 835,295 7,028,112 
Average headcount6,764 5,071 3,926 15,761 


NASTGlobal ForwardingAll Other and CorporateConsolidated
Twelve Months Ended December 31, 2020
Total revenues$11,312,553 $3,100,525 $1,794,028 $16,207,106 
Income (loss) from operations508,475 175,513 (10,720)673,268 
Depreciation and amortization25,314 34,550 41,863 101,727 
Total assets(1)
2,946,409 1,392,411 805,438 5,144,258 
Average headcount6,811 4,708 3,600 15,119 
61
Twelve months ended December 31, 2017         
 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Revenues$9,728,810
 $2,140,987
 $2,415,740
 $583,843
 $—
 $14,869,380
  Intersegment revenues (1)
462,390
 30,198
 167,292
 18,174
 (678,054) —
Total Revenues$10,191,200
 $2,171,185
 $2,583,032
 $602,017
 $(678,054) $14,869,380
            
Net Revenues$1,525,064
 $485,280
 $226,059
 $131,647
 $—
 $2,368,050
Operating Income628,110
 91,842
 53,374
 1,793
 —
 775,119
Depreciation and amortization23,230
 33,308
 4,730
 31,709
 —
 92,977
Total assets (2)
2,277,252
 821,182
 434,080
 703,320
 —
 4,235,834
Average headcount6,907
 4,310
 957
 2,513
 —
 14,687
            
Twelve months ended December 31, 2016         
 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Revenues$8,737,716
 $1,574,686
 $2,344,131
 $487,880
 $—
 $13,144,413
  Intersegment revenues (1)
298,438
 30,311
 119,403
 2,211
 (450,363) —
Total Revenues$9,036,154
 $1,604,997
 $2,463,534
 $490,091
 $(450,363) $13,144,413
            
Net Revenues$1,524,355
 $397,537
 $234,794
 $120,842
 $—
 $2,277,528
Operating Income674,436
 80,931
 75,757
 6,407
 —
 837,531
Depreciation and amortization22,126
 23,099
 3,782
 25,662
 —
 74,669
Total assets (2)
2,088,611
 703,741
 376,654
 518,752
 —
 3,687,758
Average headcount6,773
 3,673
 942
 2,282
 —
 13,670
            
Twelve months ended December 31, 2015         
 NAST Global Forwarding Robinson Fresh All Other and Corporate Eliminations Consolidated
Revenues$8,968,349
 $1,639,944
 $2,395,440
 $472,351
 $—
 $13,476,084
  Intersegment revenues (1)
271,557
 19,102
 89,033
 2,107
 (381,799) —
Total Revenues$9,239,906
 $1,659,046
 $2,484,473
 $474,458
 $(381,799) $13,476,084
            
Net Revenues$1,564,917
 $365,467
 $235,334
 $102,762
 $—
 $2,268,480
Operating Income/(Loss)718,329
 76,081
 81,332
 (17,432) —
 858,310
Depreciation and amortization21,846
 20,790
 2,927
 20,846
 —
 66,409
Total assets (2)
1,878,203
 556,606
 346,728
 402,821
 —
 3,184,358
Average headcount6,575
 3,381
 892
 2,054
 —
 12,902
NASTGlobal ForwardingAll Other and CorporateConsolidated
Twelve Months Ended December 31, 2019
Total revenues$11,283,692 $2,327,913 $1,697,903 $15,309,508 
Income (loss) from operations722,763 80,527 (13,314)789,976 
Depreciation and amortization24,508 36,720 39,221 100,449 
Total assets (1)
2,550,010 1,021,592 1,069,458 4,641,060 
Average headcount7,354 4,766 3,431 15,551 
__________________________________________________________ 

(1) Intersegment revenues represent the sales between our segments and are eliminated to reconcile to our consolidated results.
(2) All cash and cash equivalents and certain owned properties are included in All Other and Corporate.

The following table presents our total revenues (based on location of the customer) and long-lived assets (including intangible and other assets) by geographic regions (in thousands):
For the year ended December 31,
202120202019
Total revenues
United States$19,494,969 $13,896,382 $13,143,522 
Other locations3,607,169 2,310,724 2,165,986 
Total revenues$23,102,138 $16,207,106 $15,309,508 
As of December 31,
202120202019
Long-lived assets
United States$587,339 $551,511 $489,129 
Other locations151,866 163,860 206,567 
Total long-lived assets$739,205 $715,371 $695,696 

62
 For the year ended December 31,
 2017 2016 2015
Total revenues     
United States$12,865,087
 $11,749,602
 $12,097,633
Other locations2,004,293
 1,394,811
 1,378,451
Total revenues$14,869,380
 $13,144,413
 $13,476,084
 As of December 31,
 2017 2016 2015
Long-lived assets     
United States$335,072
 $348,299
 $320,445
Other locations107,140
 96,311
 24,878
Total long-lived assets$442,212
 $444,610
 $345,323
NOTE 10: REVENUE FROM CONTRACTS WITH CUSTOMERS

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2021, 2020, and 2019, as follows (dollars in thousands):
Twelve Months Ended December 31, 2021
NASTGlobal ForwardingAll Other and CorporateTotal
Major service lines:
Transportation and logistics services(1)
$14,507,917 $6,729,790 $808,867 $22,046,574 
Sourcing(2)
— — 1,055,564 1,055,564 
Total
$14,507,917 $6,729,790 $1,864,431 $23,102,138 
Twelve Months Ended December 31, 2020
NASTGlobal ForwardingAll Other and CorporateTotal
Major service lines:
Transportation and logistics services(1)
$11,312,553 $3,100,525 $734,484 $15,147,562 
Sourcing(2)
— — 1,059,544 1,059,544 
Total
$11,312,553 $3,100,525 $1,794,028 $16,207,106 
Twelve Months Ended December 31, 2019
NASTGlobal ForwardingAll Other and CorporateTotal
Major service lines:
Transportation and logistics services(1)
$11,283,692 $2,327,913 $710,690 $14,322,295 
Sourcing(2)
— — 987,213 987,213 
Total
$11,283,692 $2,327,913 $1,697,903 $15,309,508 
________________________________ 
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.

We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligations and as such contract liabilities as of December 31, 2021 and 2020, and revenue recognized in the twelve months ended December 31, 2021, 2020, and 2019, resulting from contract liabilities were not significant. Contract assets and accrued expenses—transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end and the timing of customer invoicing.
Approximately 93 percent, 91 percent, and 92 percent of our total revenues for the twelve months ended December 31, 2021, 2020, and 2019, respectively, are attributable to arranging for the transportation of our customers’ freight for which we transfer control and satisfy our performance obligation over the requisite transit period. A days in transit output method is used to measure the progress of our performance as of the reporting date. We determine the transit period based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
Approximately 5 percent, 7 percent, and 6 percent of our total revenues for the twelve months ended December 31, 2021, 2020, and 2019, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Total revenues for these transactions are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
63
Approximately 2 percent of our total revenues for the twelve months ended December 31, 2021, 2020, and 2019, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed services, warehousing services, small parcel, and supply chain consulting and optimization services. Total revenues for these services are recognized over time as we complete our performance obligation. Transaction price is determined and allocated to these performance obligations at their fixed fee or agreed upon rate multiplied by their associated measure of progress, which may be transactional volumes, labor hours, or time elapsed.
We expense incremental costs of obtaining customer contracts (i.e., sales commissions) due to the short duration of our arrangements as the amortization period of such amounts is expected to be less than one year. These amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income. In addition, we do not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as our contracts have an expected length of one year or less. Finally, for certain of our performance obligations such as fee-based managed services, supply chain consulting and optimization services, and warehousing services, we have recognized revenue in the amount for which we have the right to invoice our customer as we have determined this amount corresponds directly with the value provided to the customer for our performance completed to date.

NOTE 11: LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity, and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of December 31, 2021 and 2020, and for the twelve months ended December 31, 2021 and 2020 (dollars in thousands):
Twelve Months Ended December 31,
Lease Costs20212020
Operating lease expense$85,521 $86,451 
Short-term lease expense8,307 15,130 
Total lease expense$93,828 $101,581 
Twelve Months Ended December 31,
Other Lease Information20212020
Operating cash outflows from operating leases$85,244 $74,177 
Right-of-use lease assets obtained in exchange for new lease liabilities(1)
52,931 95,005 
64
As of December 31,
Lease Term and Discount Rate20212020
Weighted average remaining lease term (in years)(1)
6.46.8
Weighted average discount rate3.0 %3.2 %
________________________________ 
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.5 years.

The maturity of lease liabilities as of December 31, 2021, were as follows (in thousands):
Maturity of Lease LiabilitiesOperating Leases
2022$74,600 
202369,277 
202448,819 
202536,461 
202626,678 
Thereafter86,859 
Total lease payments342,694 
Less: Interest(35,014)
Present value of lease liabilities
$307,680 

NOTE 12. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, our customers' credit ratings, in addition to other customer specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the twelve months ended December 31, 2021:
Balance, December 31, 2020$38,113 
Provision9,405 
Write-offs(5,976)
Balance, December 31, 2021$41,542 
Recoveries of amounts previously written off were not significant for the twelve months ended December 31, 2021.

NOTE 10:13: CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets. The recorded balance at December 31, 2017,2021 and December 31, 2016,2020, was $18.5$61.1 million and $61.4$46.0 million, respectively, and is comprised solely of foreign currency translation adjustment.adjustments, including foreign currency translation.

Other comprehensive loss was $15.1 million for the twelve months ended December 31, 2021, and consisted of foreign currency adjustments, including foreign currency translation. Other comprehensive income was $30.2 million for the twelve months ended December 31, 2020. Both periods were driven primarily by fluctuations in the Australian Dollar and Singapore Dollar.
65
NOTE 11:14: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” and in August 2015 issued ASU 2015-14, which amended the standard as to effective date. The new comprehensive revenue recognition standard will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard effective January 1, 2018 under the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $10 million.

The adoption of this standard will change the timing of revenue recognition for most of our transportation business from at delivery to over the transit period as our performance obligation is completed. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented.

The new standard will expand our existing revenue recognition disclosures upon adoption beginning in the first quarter of 2018. In addition, we have identified certain customer contracts in our sourcing business that will change from a principal to an agent relationship under the new standard. This will cause the revenue associated with these contracts to be recognized at the net amount we charge our customers but will have no impact on income from operations.

In February 2016,March 2020, the FASB issued ASU 2016-02, Leases2020-04, Reference Rate Reform (Topic 842). This848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update requires a lesseeallows for contract modifications due to recognize onreference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the balance sheet a liability to make lease payments and a corresponding right-of-use asset.effective interest rate. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This update isamendments in this ASU are effective for annualall entities beginning on March 12, 2020, and interim periods beginning aftercompanies may elect to apply the amendments prospectively through December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption31, 2022. The Company is permitted, although we do not plan to adopt early. We have obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While we are stillcurrently evaluating the impact ASU 2016-02effects that adoption of this guidance will have on our consolidated resultsfinancial statements.
66

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, and accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. During the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718). The adoption of ASU 2016-09 prospectively impacts the recording of income taxes related to share-based payment awards in our consolidated statement of financial position and results of operations, as well as the operating and financing cash flows on the consolidated statements of cash flows. The magnitude of such impacts are dependent on our future grants of stock-based compensation, our future stock price in relation to the fair value of awards on grant date, and the exercise behavior of our option holders. We prospectively adopted these provisions in the first quarter of 2017. This adoption resulted in a decrease in our provision for income taxes for the year ended December 31, 2017 of $13.7 million.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and other (Topic 350). This update simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, any impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. We early adopted this ASU for our annual impairment test performed on November 30, 2017. There was no impact resulting from this adoption on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. We adopted this new standard effective January 1, 2018. The amendments in this update will be applied prospectively to awards modified on or after January 1, 2018. The future impact of ASU 2017-09 will depend on the nature of future stock award modifications.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the 2017 Tax Act. The amendment provides the option to reclassify stranded tax effects resulting from the 2017 Tax Act and within accumulated other comprehensive income (AOCI) to retained earnings. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment will become effective for us on January 1, 2019, though early adoption is permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

Contents

NOTE 12: SUPPLEMENTARY DATA (UNAUDITED)
Our unaudited results of operations for each of the quarters in the years ended December 31, 2017 and 2016, are summarized below (in thousands, except per share data).
2017 
March 31 (a)
 June 30 September 30 
December 31 (b)
Revenues:        
Transportation 
 $3,102,043
 $3,319,995
 $3,433,701
 $3,647,167
Sourcing 313,082
 390,023
 350,750
 312,619
Total revenues 3,415,125
 3,710,018
 3,784,451
 3,959,786
Costs and expenses:        
Purchased transportation and related services 2,563,885
 2,781,355
 2,869,616
 3,042,434
Purchased products sourced for resale 282,674
 354,874
 320,989
 285,503
Personnel expenses 290,504
 284,220
 293,204
 311,599
Other selling, general, and administrative expenses 90,104
 107,749
 106,177
 109,374
Total costs and expenses 3,227,167
 3,528,198
 3,589,986
 3,748,910
Income from operations 187,958
 181,820
 194,465
 210,876
Net income $122,080
 $111,071
 $119,186
 $152,556
Basic net income per share $0.86
 $0.79
 $0.85
 $1.09
Diluted net income per share $0.86
 $0.78
 $0.85
 $1.08
Basic weighted average shares outstanding 141,484
 141,061
 140,422
 139,572
Dilutive effect of outstanding stock awards 374
 526
 600
 1,152
Diluted weighted average shares outstanding 141,858
 141,587
 141,022
 140,724
Market price range of common stock:        
High $81.16
 $78.31
 $76.16
 $89.89
Low $72.17
 $66.33
 $63.41
 $74.30
__________________________

(a) Our provision for income taxes decreased in the first quarter of 2017 by $13.7 million due to our adoption of ASU 2016-09.
(b) Our provision for income taxes decreased in the fourth quarter by $19.7 million due to the benefit of deductions under section 199 of the Internal Revenue Code and $12.1 million due to the impact of the Tax Act.

2016 March 31 June 30 September 30 December 31
Revenues:        
Transportation 
 $2,713,688
 $2,881,496
 $2,998,583
 $3,110,978
Sourcing 360,255
 418,245
 357,171
 303,997
Total revenues 3,073,943
 3,299,741
 3,355,754
 3,414,975
Costs and expenses:        
Purchased transportation and related services 2,179,622
 2,324,995
 2,469,939
 2,575,378
Purchased products sourced for resale 330,986
 380,531
 327,353
 278,081
Personnel expenses 277,497
 270,251
 256,883
 260,305
Other selling, general, and administrative expenses 86,886
 90,217
 90,312
 107,646
Total costs and expenses 2,874,991
 3,065,994
 3,144,487
 3,221,410
Income from operations 198,952
 233,747
 211,267
 193,565
Net income $118,963
 $143,090
 $129,028
 $122,303
Basic net income per share $0.83
 $1.00
 $0.90
 $0.86
Diluted net income per share $0.83
 $1.00
 $0.90
 $0.86
Basic weighted average shares outstanding 143,525
 142,998
 142,611
 141,711
Dilutive effect of outstanding stock awards 133
 218
 272
 453
Diluted weighted average shares outstanding 143,658
 143,216
 142,883
 142,164
Market price range of common stock:        
High $75.11
 $76.10
 $75.69
 $77.89
Low $60.31
 $69.84
 $66.62
 $65.57




ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2017,We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the supervisionSecurities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and withreported within the participation oftime 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 Chief Executive Officer and Chief Financial Officer, we evaluatedassessed the effectiveness of the design and operation of our disclosure controls and procedures (as defined in RuleRules 13a-15(e) and 15d-15(e) under the Securities Exchange ActAct) as of 1934 (the “Exchange Act”)).December 31, 2021. Based upon that evaluation, theassessment, our 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, 20172021.
Changes in Internal Control Over Financial Reporting
There were effective.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, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in RuleRules 13a-15(f) and 15d-15(f) under the Exchange Act. All
The Company’s internal control systems, no matter how wellover financial reporting is a process designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Underunder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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, 2021, 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 conducted an evaluationconcluded that, as of December 31, 2021, the Company maintained effective internal control over financial reporting.
The Company acquired Combinex in May 2021, which was accounted for as a business combination. Management excluded Combinex from its assessment of the effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2017 based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations2021. Combinex represented $19.3 million of the Treadway Commission. Based on our evaluation underCompany's total assets and contributed $37.0 million of total revenues in the frameworkconsolidated financial statements of the Company as of and for the year ended December 31, 2021. This exclusion is in Internal Control-Integrated Framework (2013), our management concluded that ouraccordance with the SEC’s guidance, which permits companies to omit an acquired business’s internal control over financial reporting was effective asfrom management’s assessment for up to one year after the date of December 31, 2017.acquisition.
The effectiveness of ourCompany’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting as of December 31, 2017,2021, and has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in theirissued a report whichthat is included in Item 8.
Changes in Internal Control Over Financial Reporting
There have not been any changes to the company’s internal control over financial reporting during the quarter ended December 31, 2017, to which8 of this report relates, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.Annual Report on Form 10-K.
 
67
ITEM 9B.OTHER INFORMATION
ITEM 9B. OTHER INFORMATION
None

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.


PART III

ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information with respect to our Board of Directors contained under the heading “Proposal One: Election of Directors,” and information contained under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, areis incorporated in this Form 10-K by reference. Information with respect to our executive officers is provided in Part I, Item 1 of this Form 10-K.
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, directors, and all other company employees performing similar functions. This code of ethics, which is part of our corporate compliance program, is posted on the Investors page of our website at www.chrobinson.com in the Governance Documents section under the caption “Code of Ethics.”
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the web address specified above.

ITEM 11.EXECUTIVE COMPENSATION
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading “Namedheadings or subheadings “Compensation of Directors,” “Talent and Compensation Committee Interlocks and Insider Participation,” “2021 Executive Compensation”Compensation,” and “Talent and Compensation Committee Report” in the Proxy Statement (except for the information set forth under the subcaption “Compensation Committee Report on Executive Compensation”) is incorporated in this Form 10-K by reference.

ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a) Equity Compensation Plans
The following table summarizes share and exercise price information aboutInformation with respect to our equity incentive compensation plans asplan contained under the heading “Proposal Four: Approval of December 31, 2017:
Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders (1)
 10,600,204
 $71.58
 2,920,099
Equity compensation plans not approved by security holders —
 —
 —
Total 10,600,204
 $71.58
 2,920,099

(1) Includes stock available for issuance under our Employee Stock Purchase Plan, as well as options, restricted stock granted, and shares that may become subject to future awards under our 2013the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan. Specifically, 3,218,132 shares remain available under our Employee Stock Purchase Plan, and 7,382,072 options remain outstanding for future exercise. Under our 2013 Equity Incentive Plan, 2,920,099 shares may become subject to future awards” in the form of stock option grants or the issuance of restricted stock.Proxy Statement, is incorporated in this Form 10-K by reference.
(b) Security Ownership
The information contained under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated in this Form 10-K by reference.


ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information contained under the heading “Related Party Transactions” in the Proxy Statement is incorporated in this Form 10-K by reference.


ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained under the heading “Proposal Four:Three: Ratification of the Selection of Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.
68




PART IV

ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this report:
(1)The company’s 2017Company’s 2021 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
(2) Financial Statement Schedules-The following Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included in Part II, Item 8 of this Annual report on Form 10-K:a.Deloitte & Touche LLP (PCAOB ID No. 34)
Schedule II                Valuation and Qualifying Accountsb.Location: Minneapolis, Minnesota
Schedules other than the one listed above(2)All financial statement schedules are omitted due toas the absence of conditions under which they are required information is inapplicable or because the information called for is includedpresented in Consolidated Financial Statementsthe consolidated financial statements or the Notes to the Consolidated Financial Statements.related notes.
(b)Index to Exhibits-See Exhibit Index for a description of the documents that are filed as Exhibits to this report on Form 10-K or incorporated by reference herein. AnyExhibits-Any document incorporated by reference is identified by a parenthetical referencing the SEC filing, which included the document. We will furnish a copy of any Exhibit at no cost to a security holder upon request.

SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
The transactions in the allowance for doubtful accounts for the years ended December 31, were as follows (in thousands):
69
Table of Contents
 2017 2016 2015
Balance, beginning of year$39,543
 $43,455
 $41,051
Provision13,489
 5,136
 11,538
Write-offs(10,623) (9,048) (9,134)
Balance, end of year$42,409
 $39,543
 $43,455









INDEX TO EXHIBITS
NumberDescription
Number3.1Description
2.1
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 Company’s 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 Registrant’sCompany’s Current Report on Form 8-K, filed May 15, 2012)
3.2
4.1
†10.14.2
4.3
4.4
†10.1
†10.2
10.3
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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed on August 26, 2013)
10.810.4
10.910.5
10.6
10.1010.7
10.1110.8
*10.9
10.10
†10.1210.11
†10.13
Robinson Companies Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on 10-K for the year ended December 31, 2012)
†10.14
Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H. Robinson Worldwide, Inc. and John P. Wiehoff (Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000, file no. 000-23189)

Number†10.12Description
†10.15
†10.16
2012 Form of Restricted Stock Award for U.S. Managerial Employees (Incorporated by reference to Exhibit 10.14 to the Registrant’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2011)
†10.1710.13
†10.18
2012 Form of Time-Based Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012)
†10.19
Form of Incentive Stock Option Agreement (Incorporated(incorporated by reference to Exhibit 10.20 to the Registrant’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2014)
†10.2010.14
†10.2110.15
†10.2210.16
†10.23
Form of Incentive Stock Option (Time-Based U.S.) Agreement (Incorporated(incorporated by reference to Exhibit 10.24 of the Registrant’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015)
70
Table of Contents
†10.2410.17
†10.2510.18
*21†10.19
†10.20
†10.21
†10.22
†10.23
*†10.24
*†10.25
*†10.26
*21
*23.1
*24
*31.1
*31.2
*32.1
*32.2
*101The following financial statements from our Annual Report on Form 10-K for the year ended December 31, 2017,2021, filed on February 28, 2018,23, 2022, formatted in Inline XBRL: (i) Consolidated StatementStatements of Operations and Comprehensive Income for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, (ii) Consolidated Balance Sheets as of December 31, 20172021 and 2016,2020, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 20172021, 2020, and 2016,2019, (iv) Consolidated Statements of Stockholders’ Investment for the years ended 2017, 2016,2021, 2020, and 2015,2019, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text

text.
*104Filed herewithThe cover page from the Current Report on Form 10-K formatted in Inline XBRL
†*Filed herewith
†Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of the Form 10-K Report



ITEM 16. FORM 10-K SUMMARY

None.



71

SIGNATURES
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 28, 2018.23, 2022.
C.H. ROBINSON WORLDWIDE, INC.
By:/s/ BEN G. CAMPBELL
Ben G. Campbell
Chief Legal Officer and Secretary
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 28, 2018.
23, 2022.
SignatureTitle
/s/    JOHN P. WIEHOFFROBERT C. BIESTERFELD, JR.Chief Executive Officer President, and Chairman of the Board (Principal Executive Officer)
John P. WiehoffRobert C. Biesterfeld, Jr.
/s/    ANDREW C. CLARKEMICHAEL P. ZECHMEISTERChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Andrew C. ClarkeMichael P. Zechmeister
*DirectorChairman of the Board
Scott P. Anderson
*Director
Robert Ezrilov
*Director
Wayne M. Fortun
*Director
Timothy C. Gokey
*Director
Mary J. Steele Guilfoile
*Director
Jodee Kozlak
*Director
Brian P. Short
*Director
James B. Stake
*Director
Kermit Crawford
*Director
Wayne M. Fortun
*Director
Timothy C. Gokey
*Director
Mary J. Steele Guilfoile
*Director
Jodee Kozlak
*Director
Brian P. Short
*Director
James B. Stake
*Director
Paula Tolliver
*By:/s/ BEN G. CAMPBELL
Ben G. Campbell
Attorney-in-Fact



69
72