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Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-19 · 24 added, 50 removed, 116 unchanged (39% of the section changed)

13 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer have concluded based upon the evaluation described above that, as of December 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2020, 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

4 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On February 14, 2020, the company entered into a Second Amendment (the “Second Amendment”) to Receivables Purchase Agreement which amends that certain Receivables Purchase Agreement dated as of April 26, 2017 (as amended prior to the date hereof, the “Receivables Purchase Agreement”) with the company, as initial master servicer and performance guarantor,

Robinson Receivables, LLC (“CHRR”), a wholly-owned subsidiary of the company and bankruptcy-remote entity, as seller, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and Wells Fargo and Bank of America, N.A., as purchaser agents and committed purchasers.

The Second Amendment carves out from the Receivables Purchase Agreement certain collections with respect to payments arising from the sale of goods or services by the company and certain of its subsidiaries (the “Excluded Receivables”) from certain excluded account debtors.

It also provides a limited consent to the sale of certain of the Excluded Receivables that were made prior to the effective date of the Second Amendment.

In connection with the transactions contemplated by the Second Amendment, CHRR also entered into an assignment agreement with C.H.

Robinson Company Inc.

(“CHRCI”) pursuant to which CHRR sold to CHRCI and certain other originators (collectively, the “Originators”) all of the outstanding Excluded Receivables sold by the Originators to CHRR under the Receivables Sale Agreement dated as of April 26, 2017 among the Originators and CHRR.

The foregoing description of the Second Amendment is qualified in its entirety by reference to Exhibit 10.7 hereto.

Table of Content

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

18 unchanged sentences

Specifically, 2,565,651 shares remain available under our Employee Stock Purchase Plan, and 7,260,840 options remain outstanding for future exercise.

On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares authorized for award by 4,000,000 shares.

Under our 2013 Equity Incentive Plan, 5,300,634 shares may become subject to future awards in the form of stock option grants or the issuance of restricted stock.

Under our 2013 Equity Incentive Plan, 2,985,595 shares may become subject to future awards.

(b) Security Ownership

2 unchanged sentences

The information contained under the heading “Related Party Transactions” in the Proxy Statement is incorporated in this Form 10-K by reference.

Table of Content

PRINCIPAL ACCOUNTING FEES AND SERVICES

5 unchanged sentences

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:

Schedule II Valuation and Qualifying Accounts

Schedules other than the one listed above are omitted due to the absence of conditions under which they are required or because the information called for is included in Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.

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):

2019 2018 2017

Balance, beginning of year $ 41,131 $ 42,409 $ 39,543

Provision 5,853 15,634 13,489

Write-offs ( 14,146 ) ( 16,912 ) ( 10,623 )

Balance, end of year $ 32,838 $ 41,131 $ 42,409

(2) All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

(b) Index to Exhibits-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.

Table of Content

INDEX TO EXHIBITS

2 unchanged sentences

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 17, 2020)

*4.1 Description of Capital Stock

4.1 Description of Capital Stock (incorp or ated by refer e nce to Exhibit 4.1 to the Co mpany's Annual Rep ort on Form 10 -K filed on February 19, 2020)

4.2 Indenture, dated April 11, 2018, between C.H.

5 unchanged sentences

4.4 Form of Global Note representing the 4.200% Notes due 2028 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, 2018)

†10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006, file no.

†10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006 )

†10.2 Amended and restated C.H.

Robinson Worldwide, Inc.

2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019, on file no.

2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019 )

10.3 Second Omnibus Amendment, dated October 24, 2018, among C.H.

5 unchanged sentences

10.5 First Amendment to Note Purchase Agreement dated February 20, 2015, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)

10.6 Receivables Sale Agreement, dated as of April 26, 2017, by and among C.H.

Robinson Company Inc., C.H.

Robinson Receivables, LLC, and C.H.

Robinson Worldwide, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017)

*10.7 S econd Amendment to the Receivables Purchase Agreement, dated as of February 14, 2020 , by and among C.H.

Robinson Receivables, LLC, C.H.

Robinson Worldwide, Inc., Bank of America, N.A., and Wells Fargo Bank, N.A.

10.8 Amended and Restated Performance Guaranty, dated as of December 17, 2018, between C.H.

Robinson Worldwide, Inc.

and Wells Fargo Bank, N.A.

for and on behalf of the Affected Parties under the Receivables Purchase Agreement dated as of December 17, 2018, among C.H.

Robinson Receivables, LLC, C.H.

Robinson Worldwide, Inc., Wells Fargo Bank, and various Conduit Purchasers, Purchaser Agents, and Committed Purchasers described therein ( incorp orated by reference to Exhibit 10.9 to the Compan y's Current Report on Form 10-K filed on February 25, 2019)

Robinson Worldwide, Inc.

2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015, file no.

2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015 )

†10.7 Robinson Companies Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on 10-K for the year ended December 31, 2012)

†10.11 Award of Deferred Shares into the Robinson Companies Nonqualified Deferred Compensation Plan, dated December 21, 2000, by and between C.H.

Robinson Worldwide, Inc.

Wiehoff (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, file no.

†10.12 2012 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, file no.

†10.8 2012 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 )

†10.9 2012 Form of Restricted Stock Award for U.S.

8 unchanged sentences

†10.16 Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)

Table of Content

†10.17 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

†10.18 Form of Employee Confidentiality and Protection of Business Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

*†10.24 Form of Performance Share Award Agreement

*†10.25 Form of Incentive Stock Option Award Agreement

*†10.26 Form of Restricted Stock Unit Award Agreement for Non-U.S.

*†10.27 Form of Key Employee Agreement

*†10.28 Form of Employee Confidentiality and Protection of Business Agreement

†10.19 Form of Performance Share Award Agreement ( inco r porated by reference to Exhibit 10.24 to the Comp any's Annual Report on Form 10- K for the year ended December 31, 2019)

†10.20 Form of Incentive Stock Option Award Agreement ( incorporated by refe rence to Exhibit 10.25 to the Company's Ann ual Report on Form 10-K for th e year ended December 31, 2019 )

†10.21 Form of Key Employee Agreement (incorporated by refer e nce to Exhibit 10.27 to the Comp any's Annual Report on Form 10-K for the year ended December 31, 2019 )

†10.22 Form of Employee Confidentiality and Protection of Business Agreement (incor porated by refer ence to Exhibit 10.28 to the Company's Annual Report on Form 10 -K for the year ended December 31, 2019)

*†10.23 Form of Restricted Stock Unit Award Agreement – U.S.

Senior Leaders

*†10.24 Form of Performance Stock Unit Award (EPS) Agreement – U.S.

Senior Leaders

*†10.25 Form of Performance Stock Unit Award (AGP) Agreement – U.S.

Senior Leaders

*21 Subsidiaries of the Company

23 unchanged sentences

* Chairman of the Board

Kermit Crawford

Steele Guilfoile

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures