What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-23 compared with 2021-02-19 · 211 added, 156 removed, 299 unchanged (55% of the section changed)

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Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics companies in the world with consolidated total revenues of $23.1 billion in 2021.

Our 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 provide freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries.

During 2020, we handled approximately 19 million shipments and worked with approximately 105,000 customers.

We operate through a network of offices in North America, Europe, Asia, Oceania, and South America.

We offer a global suite of services using tailored, market-leading technology built by and for supply chain experts.

Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, technology, and scale.

As a global logistics platform, we enter into contractual relationships with a wide variety of transportation companies and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight.

We transform the way the world moves, improving the global supply chain through our people, processes, and technology.

We are driven 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.

In 2021, we handled approximat ely 20 million shipments and worked with approximatel y 100,000 c ustomers.

Operating throughout North America, Europe, Asia, Oceania, and South America we offer a global suite of services using tailored, market-leading differentiated technology built by and for our global network of supply chain 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 global logistics platform, we connect across continents by partnering with a wide variety of transportation companies and utilizing 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 85,000 contracted transportation companies around the world, including contracted motor carriers, railroads (primarily intermodal service providers), and ocean and air carriers in 2021 .

Depending on the needs of our customers and their supply chain requirements, we select and hire the appropriate mode of transportation for each shipment.

Our model enables us to be flexible and provide solutions that optimize service for our customers.

As an integral part of our transportation services, we may also provide a wide range of value-added logistics services, such as freight consolidation, customs brokerage, supply chain consulting and analysis, optimization, and reporting.

Most of our global network operates on a single global technology platform called Navisphere ® (“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.

In addition to transportation and logistics services, we provide sourcing services under the trade name Robinson Fresh ® (“Robinson Fresh”).

Our employees, technology, and product portfolio enable us to provide a differentiated experience, remaining flexible and providing 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.

This was our original business when we were founded in 1905.

The foundation for much of our logistics expertise can be traced to our significant experience in handling produce and temperature controlled commodities.

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

We supply fresh produce through a network of independent produce growers and suppliers.

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NAST provides transportation and logistics services across North America through a network of offices in the United States, Canada, and Mexico.

The primary services provided by NAST are truckload and less than truckload (“LTL”) transportation services.

The primary services provided by NAST are truckload and less than truckload (“LTL”) transportation brokerage services.

Global Forwarding provides transportation and logistics services through an international network of offices in North America, Europe, Asia, Oceania, and South America;

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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 marketing of fresh fruits, vegetables, and other value-added perishable items.

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 TMC division, which offers Managed TMS ® .

Managed TMS combines the use of Navisphere, logistics process expertise, and consulting services in relation to the use of motor carriers chosen by our customers.

Managed Services is primarily comprised of our TMC 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 customers.

Customers can access Navisphere, logistics experts, and supply chain engineers to manage their day-to-day operations and optimize supply chain performance.

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Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation operating segment.

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Through our contracts with motor carriers, we have access to dry vans, temperature controlled vans, flatbeds, and bulk capacity.

We connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment.

Through the use of Navisphere, we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment.

LTL transportation involves the shipment of single or multiple pallets of freight.

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• Other Logistics Services:

We provide intermodal transportation service, which is the shipment of freight in trailers or containers by a combination of truck and rail.

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, warehousing services, small parcel, and other services.

Customers communicate their freight needs, typically on an order-by-order basis, to the C.H.

Robinson team responsible for their account.

The team ensures that all necessary information regarding each shipment is available in Navisphere.

This information is received electronically by Navisphere from the customers' system, entered by our employees into Navisphere, or by the customer through our web tools.

Robinson team responsible for their account, either directly or through highly automated connections established between Navisphere and the customers' transportation management system.

Robinson team then ensures that all necessary information regarding each shipment is available in Navisphere.

We utilize the information from Navisphere and other available sources to select the best contracted carrier based upon factors such as their service score, equipment availability, freight rates, and other relevant factors.

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In those cases, the carrier’s contract is typically with the customer, and we collect a fee for our services.

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As a result of our logistics capabilities, our technology, and global suite of services, some of our customers have us handle all, or a substantial portion, of their freight transportation requirements.

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

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

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our services to provide a profit to us for the totality of services performed for the customer.

Our services to the customer may be priced on a spot market, or transactional basis, or prearranged contractual rates.

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We purchase most of our truckload services from our contracted 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 of cases, we may get advance commitments from one or more contracted motor carriers to transport contracted shipments for the length of our customer contract.

In those cases, where we have prearranged rates with contracted motor carriers, there is a calculated fuel surcharge based on a mutually agreed-upon formula.

In some cases, we may get advance commitments from one or more contracted motor carriers to transport contracted shipments for the length of our customer contract or to provide transportation services within dense transportation lanes.

In those cases, where we have prearranged rates with contracted motor carriers, there is typically a calculated fuel surcharge based on a mutually agreed-upon formula.

While 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.

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Many of these services are provided in connection with providing the transportation services based on the nature of the customer relationship.

In addition to these transportation services, we may provide additional logistics services, such as contract warehousing, consulting, transportation management, and other services, for which we are usually paid separately.

In addition to these transportation services, we may 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, for which we are usually paid separately.

We have broadened our relationship with many of our customers through an emphasis on integrated logistics solutions resulting in us managing a greater portion of their supply chains.

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Our transportation and logistics services are provided to numerous international customers through our worldwide network.

Transportation services accounted for approximately 96 percent of adjusted gross profit in 2020 , 2019, and 2018.

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 measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.

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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 nationally licensed

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We have various national and regional branded produce programs, including both proprietary brands and nationally licensed brands.

These programs contain a wide variety of high quality, fresh bulk, and value-added fruits and vegetables.

These brands have expanded our market presence and relationships with many of our retail customers.

We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs.

Sourcing accounted for approximately four percent of our adjusted gross profit in 2020, 2019, and 2018.

We have also instituted quality

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assurance and monitoring programs as part of our branded and preferred grower programs.

Sourcing accounted for approximately three percent of our adjusted gross profit in 2021 and four percent of our adjusted gross profit in 2020 and 2019.

Customer Relationships

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During 2021, we served approximately 100,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During 2020, our largest customer accounted for approximately one percent of total revenues.

During 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.

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We believe that our account management disciplines, expertise, and technology 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 of our executive and shared services teams, offices are given significant latitude to pursue opportunities and to commit our resources to serve our customers.

Markets and Resources

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We use our industry-leading data and data analysts to drive smarter solutions for our customers;

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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.

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Proprietary Information Technology and Intellectual Property

Our technology and software platform is essential to service our customers and contracted carriers, and to manage our business.

In 2020, we executed approximately 19 million shipments for approximately 105,000 customers with more than 73,000 contracted carriers.

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, and to utilize centralized support resources to complete all facets of the transaction.

Our technology and software platform is essential to serve our 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 industry-leading data estate 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 $1 billion in technology innovation over a five-year period 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 more than 1,000 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.

Robinson ® Labs™ is part of this commitment.

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.

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

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

The Robinson Labs team collaborates with customers to create personalized solutions for shippers’ challenges with the industry’s premier technology that is built by and for supply chain experts.

Our operations primarily use Navisphere, a 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 to help improve supply chain performance and meet increasing customer demands.

The Navisphere Vision ® product allows our customers to see 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 customer to manage their supply chain exceptions.

Collaboration, intelligent notifications, and performance scorecarding allow customers to manage their supply chain and identify inefficiencies.

The Navisphere Carrier platform provides contracted motor carriers access to the functionality necessary to manage their relationship with C.H.

Contracted motor carriers can access 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 available for Android and iOS mobile operating systems.

The Robinson Labs team collaborates with customers to solve 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;

• 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 incr easing customer demands including the following tools:

• Navisphere Vision allows 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 artifi cial 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.

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.

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

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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 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.

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 international locations.

Additionally, we have numerous registered trademarks, trade names, and logos in the United States and internationally.

Relationships with Transportation Providers

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We 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.

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In 2021, we worked with approximately 85,000 transportation providers worldwide, of which the vast majority are contracted motor carriers.

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Our largest truck transportation provider was less than two percent of our total cost of transportation in 2021.

Contracted motor carriers that had fewer than 100 tractors transported approximately 78 percent of our truckload shipments in 2020.

Every United States and Canadian motor carrier which we do business with is required to execute a contract that establishes that the motor carrier is acting as an independent contractor.

Contracted motor carriers that had fewer than 100 trucks transported approximately 82 percent of our truckload shipments in 2021.

Every United States and Canadian motor carrier we do business with is required to execute a contract that establishes the motor carrier is acting as an independent contractor.

At the time the contract is executed, and thereafter, through subscriptions with a third-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 can provide the necessary level of service on a dependable basis.

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

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We operate both as a consolidator and as a transactional IAC in the United States and internationally.

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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 and we maintain separate bonds and licenses for each.

We are also subject to regulation by the Federal Maritime Commission (“FMC”) as an ocean freight forwarder and NVOCC;

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 (“TSA”).

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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 contractually require and rely on the motor carrier

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transporting the shipment to ensure compliance with these types of requirements.

We contractually require and 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.

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and foreign laws and regulations including, but not limited to, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption statutes.

We are subject to laws and regulations in the U.S.

and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected 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 impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations.

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Human Capital

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.

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.

As of December 31, 2021, we had a total of 16,877 employees, 14,554 of whom are network employees, as presented below.

Our remaining employees centrally serve our network of offices in areas such as finance, information technology and software engineering, data science and analysis, legal, marketing, and human resources.

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:

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Total Employees

11,989 1,985 2,164 442 297 16,877

Contractors 1,689 38 343 54 58 2,182

Talent Strategies

Our talented, empowered, and engaged employees continue to be one of our primary competitive advantages.

They are logistics experts and problem solvers, and act as an extension of our customers' teams.

Our customers and contract carriers consistently cite our people and the strong, value added relationships with our account teams as a primary reason they choose to work with us.

Our innovative talent strategies support the development and empowerment of our people, enabling the success of our customers and contract carriers and helping drive our growth strategy.

Working with their regional or divisional leaders, each team makes hiring decisions, based on balancing business needs with personnel investment and meeting targeted productivity and profitability goals.

Our continued success depends in large part on our ability to hire strong, diverse talent and retain and develop successful employees.

Our employee turnover ratio, which is calculated as the number of employees who departed the Company in the twelve months ended December 31, 2020, divided by the average number of employees in the twelve months ended December 31, 2020, was 18 percent.

On average, our managers lead a team of six direct reports.

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 robust, diverse pipeline of qualified candidates that managers can draw from.

Our employees go through 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 and regular performance and career development reviews.

Ongoing employee development is an important component of our talent strategy;

therefore, our employees and managers have performance conversations on a regular basis, at least twice per year.

In 2020, approximately 97 percent of our workforce received regular performance and career development reviews.

In addition, on an annual basis we conduct an employee engagement survey to assess employee engagement, which is measured by willingness to recommend a company, intent to stay, pride, and the experience of intrinsic motivation on the job.

The 2020 survey indicated a positive engagement score of 81 percent, which was consistent with benchmark companies.

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Our market-competitive compensation programs help drive performance and reward success.

They include performance-based metrics and cash incentives directly tied to productivity, the achievement of specific performance goals, and the financial performance of the team or the organization overall.

A significant portion of management compensation is dependent on the growth and profitability of their team.

Senior managers are paid a performance-based bonus, which is measured based on balanced growth in top and bottom line performance of the team they represent for that calendar year.

The percentage they can potentially earn is predetermined in an annual bonus contract and is based on their role and the overall success of the team.

A majority 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.

Refer to Note 6, Capital Stock and Stock Award Plans, for further discussion related to equity award plan design.

Employees benefit both through the growth and profitability of their team 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.

Network Employees

We have defined job families and roles to enable our employees to specialize in particular areas of the business and build their expertise.

We believe this enables them to perform at a higher level and create more value for our customers and contract carriers.

Some of our employees choose to stay in that area of specialization, while others progress across multiple areas of the business to build a broader base of experience.

We believe our strategy of having multiple career path opportunities enables our employees to develop to their highest potential and choose a career plan that fits their goals and aspirations.

We also believe this drives higher engagement and retention.

Depending on their role, 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.

We have developed industry leading technology and complex proprietary pricing algorithms based on our information advantage that guide our employees regarding establishing competitive pricing with our customers and contracted motor carriers based on the unique characteristics of each customer's shipment.

Employees typically rely on expertise in other offices when contracting and executing truckload, LTL, 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.

Employees are generally specialized into roles on new customer sales opportunities, account managing existing customer relationships, managing contracted carrier/supplier relationships for procuring capacity, or ongoing service and operations of shipments.

Customer sales opportunities are identified through our internal database, referrals from current customers, leads generated by people through knowledge of their local and regional markets, company marketing efforts, and access to transportation industry shipment databases.

Employees who are responsible for recruiting new motor carriers refer them to our centralized carrier services group to confirm they are properly licensed and insured, have acceptable Federal Motor Carrier Safety Administration issued safety ratings, and will enter into a contract for transportation services with C.H.

Shared Services.

Our network offices are supported by our shared and centralized services.

Approximately 13 percent of our employees provide shared services in centralized centers.

Approximately 55 percent of these shared services employees are technology personnel who enhance and maintain our proprietary operating system software and our technology infrastructure.

Environmental, Social, and Governance (“ESG”)

We integrate ESG into our business, driven by our “EDGE” values of evolving constantly, delivering excellence, growing together, and embracing integrity, to help to ensure we deliver value to our customers, employees, suppliers, shareholders, and communities.

We have conducted an assessment to identify our priority ESG topics.

The results of this assessment and more information is available in our sustainability report.

We incorporate these principles and priorities into our business in a number of ways, including:

• Environmental Stewardship:

By leveraging our scope, size, and scale, we work with customers to help optimize their supply chain, eliminate empty miles on the road, and reduce their carbon footprint.

Robinson has been an active member of SmartWay ® , a transportation program of the U.S.

Environmental Protection Agency since 2005.

In 2019, we announced a goal to reduce our Scope 1 and 2 carbon intensity 40 percent by 2025.

We report according to the Task Force on Climate-related Financial Disclosures via the Carbon Disclosure Project Climate Change survey.

Additionally, we provide products and services to help our customers meet their ESG goals.

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• Diversity and Inclusion (“D&I”):

We work to create a culture of belonging, core to our values, that embraces the unique experiences and diverse backgrounds of our people in order to create a stronger, more innovative, and successful team.

This commitment is demonstrated by integrating D&I initiatives into our talent strategies and across our business.

Last year, we launched inclusivity training for all employees, created Employee Resource Groups, enhanced our talent acquisition processes, and further integrated D&I into leadership development and succession strategy.

We evaluate our success in attracting and retaining a high-performing diverse workforce as the percentage of women and minorities to our total workforce in addition to the percentage of women and minorities in a management position to our total management population.

These metrics are summarized below as of December 31, 2020:

Diversity, Equity, and Inclusion (DEI)

We believe that fostering an inclusive, equitable, and diverse workforce is core to 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.

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 Directors 30 %

Racial and Ethnic Minorities on Board of Directors 10 %

Women in Workforce 48 %

Management Positions Held by Women 45 %

BIPOC in workforce (2)

Management positions held by BIPOC (2)

________________________________

(1) Metric is derived from our worldwide population of employees.

(2) Black, Indigenous, and People of Color ("BIPOC").

Metric is derived from our U.S.

population of employees.

Leadership Positions Held by Women 26 %

Racial and Ethnic Minorities in Workforce 28 %

Management Positions Held by U.S.

Racial and Ethnic Minorities 22 %

Leadership Positions Held by U.S.

Racial and Ethnic Minorities 10 %

External Hires - Women 49 %

External Hires - U.S.

Racial and Ethnic Minorities 40 %

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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 unconscious 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

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.

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.

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Wellness, Compensation, and Benefits

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

Involvement in our communities and supporting non-profit organizations is a core element of our culture and source of pride and engagement by our employees.

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 over $3 million to more than 800 charities operating around the globe in 2020.

We proudly support our people, our industry, and our communities through employee match programs, grantmaking, disaster relief efforts, an employee hardship fund, and scholarship programs.

In 2020, we focused additional giving on supporting COVID-19 relief efforts.

We also support organizations focusing on social and racial equity.

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

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 more 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.

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• 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 incorporated by reference in, and are not a part of, this Annual Report on Form 10-K.

Information about our Executive Officers

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Mac Pinkerton 48 President of NAST

Arun Rajan 53 Chief Product Officer

Short 51 President of Global Freight Forwarding

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Bob graduated from Winona State University with a Bachelor of Arts degree.

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Campbell was named Chief Legal Officer and Secretary in January 2015.

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Before coming to C.H.

Robinson, Ben was a partner at Rider Bennett, LLP, in Minneapolis, MN.

Robinson, Ben was a partner at Rider Bennett, LLP, in Minneapolis, Minnesota.

Ben holds a Bachelor of Science degree from St.

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Michael Castagnetto was named President of Robinson Fresh in January 2020.

Prior executive positions with the company include Vice President, General Manager, and Director of Sourcing from 2013 to 2019.

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

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 United Fresh Produce Association and the Pinky Swear Foundation.

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.

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Prior to joining Deutsche Post DHL, Jeroen held various management positions at Siemens in Germany.

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Freeman was named Chief Human Resources Officer in January 2015, and in October 2019 also became ESG Officer.

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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.

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 and is a 21-year veteran of the global forwarding industry.

Robinson through the acquisition of Phoenix International ( “Phoenix ”) in 2012.

Prior to being named President, Mike served as Vice President, Global Forwarding - North America.

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Louis office.

He graduated from the University of Missouri in 1993 with a Bachelor of Science degree in Business.

Mike holds a Bachelor of Science degree in Business from the University of Missouri.

Zechmeister was named Chief Financial Officer in August 2019.

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Robinson, Mike served as Chief Financial Officer of United Natural Foods, Inc., a food wholesaler, from 2015 to August 2019.

Prior to joining United

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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.

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 MBA in Finance, Marketing, and Strategy from the Kellogg School of Management at Northwestern University.

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.

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Investor Information

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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, 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.

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.

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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;

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, factors such as changes in economic conditions, including uncertain consumer demand;

changes in market demand and pressures on the pricing for our services;

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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;

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risks associated with litigation, including contingent auto liability and insurance coverage;

risks related to the elimination of LIBOR;

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;

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We undertake no obligation to update these statements in light of subsequent events or developments.

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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 1. Business